COLORADO WYOMING RESERVE CO, S-8, 1997-11-12

COLORADO WYOMING RESERVE CO
S-8, 1997-11-12
CRUDE PETROLEUM & NATURAL GAS

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As filed with the Securities and Exchange Commission on November 10, 1997
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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COLORADO WYOMING RESERVE COMPANY
(Exact name of registrant as specified in its charter)

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WYOMING 83-0246080
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

1820 SOUTH ELENA AVENUE, SUITE B
REDONDO BEACH, CALIFORNIA 90277
(310) 546-5741
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

RESTRICTED SHARE GRANT
DIRECTOR AND CONSULTANT OPTION PLANS
WARRANT
EQUITY INCENTIVE PLAN
INCENTIVE STOCK OPTION PLAN
(Full titles of plans)

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FAISAL CHAUDHARY WITH A COPY TO:
SECRETARY PATRICIA M. MERRICK, ESQ.
1820 SOUTH ELENA AVENUE, SUITE B DAVIS, GRAHAM & STUBBS LLP
REDONDO BEACH, CALIFORNIA 90277 370 17TH STREET, SUITE 4700
(310) 546-5741 DENVER, COLORADO 80202
(303) 892-9400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

Proposed Proposed
Amount maximum maximum
Title of each class of to be offering price aggregate Amount of
Securities to be Registered Registered Per Share(1) Offering Price(1) Registration Fee

<S> <C> <C> <C> <C>
Common Stock ($.01 par value) 3,925,000 shares $1.49 $5,850,000 $1,772.73
</TABLE>

(1) Estimated solely for the purposes of calculating the amount of the
registration fee pursuant to Rule 457. The price per share and aggregate
offering price are based upon (a) an actual exercise price of (i) $1.00 per
share for 75,000 shares of Common Stock to be issued pursuant to options
granted under certain Consultant Option Plans and (ii) $1.50 per share for
50,000 shares of Common Stock to be issued pursuant to options granted
under the Equity Incentive Plan; (b) the average bid and asked prices for
the Company's Common Stock, as reported by the NASD on the OTC Bulletin
Board System on November 5, 1997, of $1.49, for an aggregate of (i)
2,450,000 shares of Common Stock subject to options that may be granted
under the Company's Equity Incentive Plan, (ii) 1,300,000 shares of Common
Stock that are being registered for resale hereunder that may be issued
pursuant to a Warrant, the Incentive Stock Option Plan and certain Director
Option Plans, and (iii) 50,000 shares of Common Stock that are being
registered for resale hereunder that were issued as a restricted share
grant under a certain Consulting Agreement.

<PAGE>

EXPLANATORY NOTE

This Registration Statement covers the registration of (i) 2,500,000 shares
of Common Stock of Colorado Wyoming Reserve Company, a Wyoming corporation (the
"Company"), issuable pursuant to the Company's Equity Incentive Plan; (ii)
75,000 shares of Common Stock issuable pursuant to stock options granted to
consultants providing services to the Company; and (iii) 1,350,000 shares of
Common Stock to be offered pursuant to the Reoffer Prospectus constituting a
part of this Registration Statement.

<PAGE>

REOFFER PROSPECTUS

COLORADO WYOMING RESERVE COMPANY

1,350,000 SHARES

COMMON STOCK

($.01 PAR VALUE)

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

This Prospectus relates to the offer and sale by certain stockholders (the
"Selling Stockholders") for their respective accounts of shares of Common Stock,
par value $.01 per share (the "Common Stock"), of Colorado Wyoming Reserve
Company (the "Company"): (1) which are issuable or have been issued upon
exercise of stock options granted by the Company pursuant to certain Director
Option Plans; (2) which have been issued previously by the Company as a
Restricted Share Grant pursuant to a certain Consulting Agreement (the
"Consulting Agreement"); (3) which are issuable or have been issued by the
Company upon exercise of a Warrant; and (4) which are issuable or have been
issued by the Company pursuant to a certain Incentive Stock Option Plan. As of
the date hereof, 1,200,000 stock options have been granted to certain Selling
Stockholders pursuant to Director Option Agreements and the Incentive Stock
Option Agreement, all of which stock options are currently vested and remain
unexercised and outstanding. As of the date hereof, 50,000 shares of Common
Stock have been issued to a Selling Stockholder as a Restricted Share Grant
pursuant to a Consulting Agreement, and a warrant for the purchase of 100,000
shares of Common Stock has been granted to a Selling Stockholder pursuant to a
Warrant, which is fully exercisable and remains unexercised and outstanding. All
of such shares are offered hereby.

The Company will not receive any of the proceeds from sales of Common
Stock by the Selling Stockholders.

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
PROSPECTIVE PURCHASERS SHOULD CAREFULLY REVIEW THE MATTERS SET
FORTH IN "RISK FACTORS."

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

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

The date of this Prospectus is November 10, 1997.

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; and at
the Commission's regional offices at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60621-2511 and 7 World Trade Center, Suite 1300,
New York, New York 10048. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. The Commission also maintains a website at
http://www.sec.gov that contains reports, proxy statements, and other
information.

A registration statement on Form S-8 with respect to the Common Stock
offered by this Prospectus (the "Registration Statement") has been filed with
the Commission under the Securities Act of 1933, as amended (the "Securities
Act"). This Prospectus does not contain all of the information contained in such
Registration Statement, certain portions of which have been omitted pursuant to
the rules and regulations of the Commission. Accordingly, additional information
concerning the Company and such securities can be found in the Registration
Statement, including various exhibits and schedules thereto, which may be
inspected at the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C.
20549.

The Company's Common Stock is traded over-the-counter on the NASD OTC
Bulletin Board.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed or to be filed with the Commission by the
Company under the Exchange Act are herein incorporated by reference:

(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1997, as filed with the Commission on October 1, 1997.

(b) The description of the Company's Common Stock contained in the
Company's Registration Statement, File No. 2-68893, effective October 24, 1980.

(c) All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of Common Stock.

Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein or contained in this Prospectus shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other

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<PAGE>

subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, upon written
or oral request of such person, a copy of any and all of the documents that have
been incorporated by reference in this Prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into such documents). Such request may be
directed to the Company, 1820 South Elena Avenue, Suite B, Redondo Beach,
California 90277, Attn: Kim M. Fuerst, President, telephone (310) 546-5741.

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

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT INFORMATION HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF.

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<PAGE>

THE COMPANY

Colorado Wyoming Reserve Company (formerly Mystique Developments, Inc.)
("CW" or the "Company"), was incorporated as a Wyoming corporation on November
7, 1979. CW was organized for the purpose of engaging in oil and gas activities
including exploration for and development and production of oil and gas
reserves.

CW engages in the business of developing and acquiring proved, undeveloped
oil and gas reserves and produces and sells crude oil and natural gas in the
United States. Management's primary objective is the acquisition of interests in
proved, developed oil and gas properties which it may further exploit through
the use of 3-D seismic technology, in exchange for cash, services or shares of
CW's equity securities.

The Company held an annual meeting of stockholders on October 17, 1997
during which directors were elected,Coopers & Lybrand L.L.P. was selected as the
Company's independent auditors, an Equity Incentive Plan and an Incentive Stock
Option Plan were approved and certain prior stock and option grants were
ratified. In addition, the stockholders approved an amendment and restatement of
the Company's Articles of Incorporation to change the name of the Company to
Colorado Wyoming Reserve Company and to delete the provisions permitting
cumulative voting in the election of directors.

The Company's principal offices are located at 1820 South Elena Avenue,
Suite B, Redondo Beach, California 90277. The Company's telephone number is
(310) 546-5741.

The Company's Common Stock is traded over-the-counter on the NASD OTC
Bulletin Board under the symbol "MYSD." On November 5, 1997, the average of the
bid and asked prices of the Common Stock was $1.49 per share.

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<PAGE>

RISK FACTORS

In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating the Company and its
business before purchasing shares of the Common Stock offered hereby.

LIMITED OPERATIONS. CW was organized for the purpose of engaging in oil
and gas activities including exploration for and development and production of
oil and gas reserves. For the fiscal years ended June 30, 1997 and 1996,
approximately $62,644 and $81,865, respectively, of Company revenues were
attributable to oil and gas sales. Management and consulting fees generated
approximately $500,000 in revenue in fiscal 1996, but no revenue in fiscal 1997.

The Company's success will be dependent on its ability to increase
revenues from oil and gas sales and management and consulting activities. The
Company currently has limited oil and gas reserves from which to generate sales
revenues and limited personnel with which to generate management and consulting
revenues. Without successful acquisition, exploration and development
activities, the Company's ability to generate revenues from oil and gas sales
will diminish. The acquisition of producing properties and the development of
oil and gas reserves require substantial amounts of capital. To the extent that
revenues are not increased and external sources of capital are limited or
unavailable, the Company's ability to make the necessary capital investments to
maintain and expand its asset base will be impaired.

LIMITED PUBLIC FLOAT; SHARES ELIGIBLE FOR FUTURE SALE; POTENTIAL
VOLATILITY OF STOCK PRICE. As of June 30, 1997, the Company had 1,595,076 shares
of Common Stock issued and outstanding. Only 523,188 of these shares are
eligible for public trading. Of the total outstanding shares, 985,000 were
issued at various times in November and December 1996 in a private placement and
are "restricted securities" as defined by Rule 144 promulgated under the
Securities Act of 1933, as amended (the "Restricted Shares"). Those Restricted
Shares will become eligible for sale in the public market, in compliance with
Rule 144 volume restrictions and other requirements, beginning in November 1997
for resales by non-affiliates and in November 1998 for resales by Company
affiliates.

The Company has granted options and issued warrants to purchase 1,425,000
shares of Common Stock, all of which are currently exercisable and 1,300,000 of
which options are held by the Company's directors and officers and their
affiliates. Pursuant to this Prospectus, the Company has registered for resale
1,350,000 shares of Common Stock. In addition, the Company has reserved for
issuance and has registered an additional 2,500,000 shares of Common Stock
available for issuance under the Company's Equity Incentive Plan, 50,000 of
which have been granted and are presently exerisable.

Because the shares subject to resale hereunder represent such a large
percentage of the Company's total equity, sales of substantial amounts of Common
Stock by the Company's principal stockholders in the public market could
adversely affect the prevailing market price of the Common Stock.

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<PAGE>

CONTROL BY INSIDERS. Fourteen percent of the Company's outstanding Common
Stock is held by the Company's directors and officers and their affiliates. In
addition, options or warrants for 1,300,000 shares of Common Stock have been
granted to the Company's directors and officers and their affiliates and are
currently exercisable at $1.00 per share, which is below the current market
price of the Company's Common Stock. If all such currently exercisable options
were exercised, the Company's directors and officers and their affiliates would
beneficially own fifty-three percent of the total outstanding shares of Common
Stock of the Company. As a result, these stockholders will be able to exercise
significant control over all matters requiring stockholder approval. Such voting
concentration may have the effect of discouraging, delaying or preventing a
change in control of the Company.

RELIANCE ON KEY EMPLOYEES. The Company is wholly dependent on the personal
efforts and abilities of its officers and key employees. The loss of or
unavailability to the Company of the services of one or more of its key
employees would have a materially adverse effect on the Company's business
prospects and/or potential earning capacity. In particular, the Company's
President, Kim M. Fuerst, is instrumental in the overall planning and management
of the Company, its financing and its growth. There can be no assurance that if
the services of any of these individuals were unavailable to the Company, the
Company would be able to employ a qualified replacement person or persons on
terms suitable to the Company. The Company does not maintain key person life
insurance on any of its key employees but it may obtain such insurance on one or
more employees in the future. Although Mr. Fuerst has been involved in oil and
gas exploration and production, he has not been significantly involved in oil
and gas reserve acquisitions.

COMPETITION. The Company's success will be largely dependent on its
ability to replace and expand its oil and gas reserves through the acquisition
of producing properties and the development of oil and gas reserves, both of
which involve substantial risks. Successful acquisition of producing properties
generally requires accurate assessments of recoverable reserves, future oil and
gas prices and operating costs, potential environmental and other liabilities
and other factors. Such assessments are necessarily inexact and their accuracy
inherently uncertain. There can be no assurance that the Company's acquisition
and development activities will result in the successful replacement of, or
additions to, the Company's reserves.

There is significant competition for the acquisition of properties
producing or capable of producing oil and gas. The Company faces competition
from a substantial number of companies, most of which have greater financial and
other resources than does the Company. As a result of this competition, the
Company may be unable to acquire attractive oil and gas properties on terms it
considers acceptable. In addition, the Company faces competition for the sale of
its oil and gas from a substantial number of companies, many of which have
greater financial or other resources than the Company.

OPERATIONAL HAZARDS AND INSURANCE. Operations in the oil and gas industry
entail a number of operating risks, such as the risks of fire, blowouts,
explosions, cratering, pipe failure, casing collapse and abnormally pressured
formations, the occurrence of which could materially and adversely affect the
Company. The Company maintains insurance which covers, among other things,
environmental risks; however, there can be no assurance that the insurance the

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<PAGE>

Company carries will be adequate to cover any loss or exposure to liability, or
that such insurance will continue to be available on terms acceptable to the
Company.

LIMITED DIRECTOR LIABILITY. The liability of a director to the Company or
any shareholder for monetary damages for breach of his fiduciary duties as a
director is limited by the Company's Articles of Incorporation, with certain
exceptions. In addition, the Company will provide officers and directors the
maximum indemnification allowable from time to time under Wyoming law. These
provisions limit the Company's and its shareholders' ability to obtain damages
or other relief from its officers and directors in the event of claimed
wrongdoing.

NO DIVIDENDS. The Company has paid no dividends on its Common Stock since
incorporation. The Company does not anticipate paying dividends on its Common
Stock in the foreseeable future and intends to devote any earnings to the
development of the Company's business.

CONFLICTS OF INTEREST. Certain conflicts of interest exist between the
Company and its officers and directors. In particular, one of the Company's
directors, J. Samuel Butler, is also the owner of 99% of Trinity Petroleum
Management LLC ("Trinity"). Trinity provides administrative services to the
Company for a monthly fee pursuant to the terms of a six-month contract which
expired in September 1997 and which is continuing on a month-to-month basis.
Each of the Company's officers and directors has other business interests to
which they devote their attention, and they are expected to continue to do so.
As a result, if such businesses are engaged in transactions with the Company,
conflicts of interest may arise. If an officer or director owes a fiduciary duty
to another entity similar to the duty owed to the Company, it is possible that
the conflict would be impossible to resolve in a manner that is equitable to the
Company.

ENVIRONMENTAL RISKS. The Company's operations, which include the
production and sale of oil and gas (collectively the operations are referred to
as "Regulated Environmental Activities"), are subject to a variety of federal,
state and local laws, rules and regulations governing the storage,
transportation, manufacture, use, discharge, release and disposal of products
and contaminants into the environment or otherwise relating to the protection of
the environment. The Company's Regulated Environmental Activities, by their very
nature, give rise to the potential for substantial environmental risks
including:

Risk of Release of Petroleum and Related Products and Wastes. The
accidental or unintended release or discharge of petroleum and related products
and wastes, which result from normal activities at production facilities and
during the transportation or manufacture of such products and wastes, or the
release or discharge of such products or wastes in excess of permitted levels,
may occur despite the operational controls and procedures established by the
Company. Release or discharge of such petroleum and related products and
associated wastes could contaminate the environment. Such releases or discharges
may give rise to potential liability under the environmental laws, rules and
regulations of the United States, individual states, and local jurisdictions
relating to contamination or threat of contamination of air, soil, groundwater
and surface waters. Such liability could expose the Company to fines or other
penalties, both civil and criminal, and could result in the Company being
required to institute extensive cleanup and remediation activities.

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<PAGE>

Risk of Violation of Environmental Regulations. The Company is
subject to numerous environmental laws, rules and regulations covering its
Regulated Environmental Activities. The Company's failure to comply with any
applicable environmental regulation, whether or not intentional, can give rise
to fines, penalties and sanctions, including criminal charges against employees
and management, and may under certain circumstances require the closure of such
noncomplying facilities.

Risk to the Environmental Health and Safety of Persons. Exposure of
the Company's employees or the public to certain petroleum and related products
or waste could result in damage to human health and safety, and give rise to
liability to the Company, thereby impacting the economic value of the Company.

DRILLING RISKS. Drilling involves numerous risks, including the risk that
no commercially productive oil or gas reservoirs will be encountered. The cost
of drilling and completing wells is often unpredictable, and drilling operations
may be curtailed, delayed or canceled as a result of a variety of factors,
including unexpected drilling conditions, pressure or irregularities in
formations, equipment failures or accidents, weather conditions and shortages or
delays in delivery of equipment. Accordingly, there can be no assurance as to
the success of the Company's future drilling activities.

RELIANCE ON RESERVE ESTIMATES. Information relating to the Company's
estimates of proved reserves of oil and natural gas is based upon engineering
estimates made by management. Petroleum engineering is not an exact science.
Estimates of commercially recoverable oil and gas reserves and of the future net
cash flows therefrom are based upon a number of variable factors and
assumptions, such as historical production from the subject properties,
comparison with other producing properties, the assumed effects of regulation by
governmental agencies and assumptions concerning future oil and gas prices and
future operating costs, severance and excise taxes, abandonment costs,
development costs and workover and remedial costs, all of which may in fact vary
considerably from actual results. For these reasons, estimates of the
commercially recoverable reserves of oil and natural gas attributable to any
particular property or group of properties, the classification, cost and risk of
recovering such reserves and estimates of the future net cash flows expected
therefrom, prepared by different engineers or by the same engineers at different
times, may vary substantially. CW therefore emphasizes that the actual
production, revenues, severance and excise taxes, development expenditures,
workover and remedial expenditures, abandonment expenditures and operating
expenditures with respect to its reserves will likely vary from such estimates,
and such variances may be material.

In addition, actual future net cash flows will be affected by factors such
as price, actual production, supply and demand for oil and natural gas,
curtailments or increases in consumption by natural gas purchasers, changes in
governmental regulations or taxation and the impact of inflation on costs. The
timing of actual future net revenue from proved reserves, and thus their actual
present value, can be affected by the timing of the incurrence of expenditures
in connection with development of oil and gas properties. The 10% discount
factor, which is required by the Commission to be used to calculate present
value for reporting purposes, is not necessarily the most appropriate discount
factor based on interest rates in effect from time to time and risks associated
with the oil and gas industry. Discounted present value, no matter

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<PAGE>

what discount rate is used, is materially affected by assumptions as to the
amount and timing of future production, which may and often do prove to be
inaccurate.

TITLE TO PROPERTIES. Title matters relating to oil and gas properties are
often subject to some doubt. The decision of whether or not to expend funds for
additional title work is made by management on a case-by-case basis. In some
cases, title may be found to be defective and the cost to cure title may be
prohibitive.

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<PAGE>

SELLING STOCKHOLDERS

The following table shows the names of the Selling Stockholders, the
number of securities owned beneficially by each of them, or their nominees, as
of October 15, 1997, and the number of shares which may be offered pursuant to
this Prospectus (such offered shares shall be referred to herein as the
"Stockholder Securities"). This information is based upon information provided
by the Selling Stockholders or their representatives. Because the Selling
Stockholders may offer all, some or none of the Stockholder Securities which
they hold, no definitive estimate can be given as to the number of Stockholder
Securities that will be held by the Selling Stockholders upon termination of
such offering. In the future, additional stock options or restricted stock
awards may be granted under the Company's employee benefit plans to the
following persons or to other affiliates of the Company and this Prospectus may
be used in connection with the resale of such restricted stock or shares
underlying such stock options. Shares held by Selling Stockholders may be sold
either pursuant to the Registration Statement of which this Prospectus is a part
or pursuant to Rule 144 under the Securities Act.

Shares or
Shares Subject to
Shares Beneficially Options Beneficially
Owned or Subject to Shares Owned After Sales
Options Before Sales Offered for Selling Under This Prospectus/2/
Selling Stockholder Under This Prospectus Stockholder's Account/1/ Number Percentage

<S> <C> <C> <C> <C>
J. Samuel Butler/3,7/ 300,000 300,000 0 0
Faisal Chaudhary/4/ 612,500 500,000 112,500 7%
Kim M. Fuerst/5/ 612,500 500,000 112,500 7%
Sayed Consulting, Inc./6/ 100,000 50,000 50,000 3%
Trinity Petroleum Management LLC/7/ 100,000 100,000 0 0
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</TABLE>

1 Figures in this column consist of shares, options and warrants to purchase
shares, as noted, issued pursuant to employee benefit plans, as that term
is defined under Rule 405 of the Securities Act.
2 Figures in this column assume the sale by the Selling Stockholders of all
of their Stockholder Securities.
3 Director of the Company. Includes 200,000 shares issuable pursuant to stock
options granted under a certain Director Option Agreement, which options
are presently exercisable at $1.00 per share, and 100,000 shares issuable
pursuant to a Warrant granted to Trinity Petroleum Management LLC
("Trinity"), which Warrant is presently exercisable at $1.00 per share. Mr.
Butler holds a 99% ownership interest in Trinity.
4 Director and Secretary of the Company. Includes 112,500 shares owned by Mr.
Chaudhary and 500,000 shares issuable pursuant to stock options granted
under a certain Director Option Agreement, which options are presently
exercisable at $1.00 per share.
5 President, (Chief Executive Officer), Treasurer (Chief Financial Officer)
and Director. Includes 112,500 shares owned by Mr. Fuerst and 500,000
shares issuable pursuant to stock options granted under a certain Incentive
Stock Option Agreement, which options are presently exercisable at $1.00
per share.
6 Consists of 50,000 shares issuable pursuant to stock options granted under
a Consulting Agreement, which options are presently exercisable at $1.00
per share, and 50,000 shares previously issued as a Restricted Share Grant
under such Consulting Agreement. The shares issued as a Restricted Share
Grant are being offered for resale hereunder.
7 Includes 100,000 shares issuable pursuant to a Warrant, which Warrant is
presently exercisable at $1.00 per share. Mr. Butler, a director of the
Company, holds a 99% ownership interest in Trinity.

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<PAGE>

PLAN OF DISTRIBUTION

The shares of Common Stock covered by this Prospectus may be offered or
sold from time to time by the Selling Stockholders. Such sales may be made in
over-the-counter transactions, in block trades, pursuant to purchases by a
broker or a dealer as principal, in private transactions, or otherwise, at
prices then prevailing in the market or at negotiated prices. The Company will
not receive any of the proceeds from sales by Selling Stockholders.

Any broker or dealer involved in the offer or sale of the shares included
herein may receive brokerage commissions or discounts. To the knowledge of the
Company, no Selling Stockholder is currently party to any agreement with any
broker or dealer respecting such transactions. Upon sale of such shares, any or
all of the Selling Stockholders or anyone effecting sales on behalf of the
Selling Stockholders may be deemed an underwriter, as that term is defined in
the Securities Act. All expenses of the registration of the Common Stock covered
by this Prospectus are to be borne by the Company.

LEGAL MATTERS

The validity of the issuance of the shares of Common Stock described
herein will be passed upon for the Company by Davis, Graham & Stubbs LLP,
Denver, Colorado.

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<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM. 3 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents filed or to be filed by Colorado Wyoming Reserve
Company (the "Company") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated or deemed to be incorporated in this
Registration Statement by reference:

(a) The Company's Annual Report on Form 10-KSB for the year ended June 30,
1997, as filed with the Commission on October 1, 1997.

(b) The description of the Company's Common Stock contained in the
Company's Registration Statement, File No. 2-68893, effective October 24, 1980.

All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered under the Registration Statement have
been sold, or deregistering all securities then remaining unsold, shall be
deemed to be incorporated in this Registration Statement by reference and to be
a part hereof from the date of filing such documents.

5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

None.

6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article VII of the Company's Amended and Restated Articles of
Incorporation provides that the Company shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the Company) by reason of the fact that such person is or was a director,
officer, employee or agent of the Company or is or was serving at the request of
the Company as a director, officer, employee, or agent of another corporation or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in the best interests of the Company, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Similar indemnity is authorized for such
persons against expenses (including attorneys' fees) actually and reasonably
incurred in defense or settlement of any threatened, pending or completed action
or suit by or in the right of the Company, if such person acted in good faith
and in a manner he reasonably believed to be in the best interests of the
Company, and provided further that (unless a court of competent jurisdiction
otherwise provides) such person shall not have been adjudged liable to the
Company. Any such

II-1

<PAGE>

indemnification may be made only as authorized in each specific case upon a
determination by the stockholders, a majority of the disinterested directors or
independent legal counsel, that indemnification is proper because the indemnitee
has met the applicable standard of conduct.

Additionally, Article VII contains a provision authorizing the Company to
purchase and maintain insurance on behalf of such persons against any liability
asserted against and incurred by such person arising out of such person's status
as such, whether or not the Company would have the power to indemnify him under
the provisions of Article VII.

7. EXEMPTION FROM REGISTRATION CLAIMED.

The 50,000 shares of Common Stock that were issued as restricted
securities to be reoffered or resold pursuant to this Registration Statement
were issued in transactions completed without registration in reliance upon the
exemption provided by Section 4(2) of the Securities Act of 1933, as amended,
for transactions not involving a public offering.

8. EXHIBITS.

4.1* Amended and Restated Articles of Incorporation of the Company.

4.2** Bylaws of the Company.

4.3* Option Agreement between the Company and J. Samuel Butler,
dated October 18, 1996.

4.4* Option Agreement between the Company and Faisal Chaudhary,
dated October 18, 1996.

4.5(a)**** Incentive Stock Option Plan between the Company and Kim M.
Fuerst, dated October 18, 1996.

4.5(b)**** Incentive Stock Option Agreement between the Company and Kim
M. Fuerst, dated October 18, 1996.

4.6*** Warrant dated March 31, 1997 from the Company to Trinity
Petroleum Management LLC.

4.7*** The Company's Equity Incentive Plan.

4.8*** Option Agreement between the Company and Sayed Consulting,
Inc., dated November 15, 1996.

4.9* Option Agreement between the Company and Lucy Treadway, dated
November 15, 1996.

4.10**** Kim M. Fuerst Employment Agreement.

II-2

<PAGE>

4.11* Option Agreement between the Company and David Crockett, dated
October 12, 1997.

5.1* Opinion and Consent of Davis, Graham & Stubbs LLP.

23.1* Consent of Counsel. See Exhibit 5.1

23.2* Consent of Coopers & Lybrand L.L.P.

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

(*) Filed herewith.

(**) Filed previously as an Exhibit to the Company's Annual Report on Form
10-K (No. 0-09482) for the fiscal year ended May 31, 1983, and
incorporated herein by reference.

(***) Filed previously as an Exhibit to the Company's Quarterly Report on Form
10-QSB (No. 0-09482) for the quarter ended March 31, 1997, and
incorporated herein by reference.

(****) Filed previously as an Exhibit to the Company's Annual Report on Form
10-KSB for the fiscal year ended June 30, 1997, and incorporated herein
by reference.

9. UNDERTAKINGS.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (i)
to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act"); (ii) to reflect in
the prospectus any facts or events which, individually or together,
represent a fundamental change in the information set forth in this
Registration Statement; and (iii) to include any additional or
changed material information on the plan of distribution, provided,
however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

II-3

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the 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 Denver, State of Colorado, on the 7th day of
November, 1997.

COLORADO WYOMING RESERVE COMPANY

By:
-----------------------------------------
Kim M. Fuerst
President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints jointly and severally, Kim M. Fuerst and J.
Samuel Butler, or any of them, with full power to act alone, his true and lawful
attorneys-in-fact, with full power of substitution, and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact or either of them may lawfully do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE

<S> <C> <C>
- ----------------------------- Chairman, President, Treasurer and November 7,1997
Kim M. Fuerst Director (Principal Executive
Officer, Principal Financial and
Accounting Officer)

- ----------------------------- Secretary and Director November 7, 1997
Faisal Chaudhary

- ----------------------------- Director November 7, 1997
J. Samuel Butler

</TABLE>

II-4

<PAGE>

EXHIBIT INDEX

Exhibit Sequential
No. Description Page No.

4.3 Option Agreement between the Company and J. Samuel Butler, dated
October 18, 1996.

4.4 Option Agreement between the Company and Faisal Chaudhary, dated
October 18, 1996.

4.9 Option Agreement between the Company and Lucy Treadway, dated
November 15, 1996.

4.11 Option Agreement between the Company and David Crockett, dated
October 12, 1997.

5.1 Opinion and Consent of Davis, Graham & Stubbs LLP.

23.1 Consent of Counsel. See Exhibit 5.1

23.2 Consent of Coopers & Lybrand L.L.P.

II-5

EXHIBIT 4.3

OPTION AGREEMENT
(NON-STATUTORY STOCK OPTION)

THIS AGREEMENT is made effective as of October 18, 1996, by and between
MYSTIQUE DEVELOPMENTS, INC. (the "Company") whose address is 1820 South Elena
Avenue, Suite B, Redondo Beach, California 90277 and J. SAMUEL BUTLER (the
"Optionee") whose address is 1801 Broadway, Suite 600, Denver, Colorado 80202.

RECITALS:

A. As of October 18, 1996, the board of directors of the Company approved a
resolution granting stock options to all directors of the Company in order to
attract and retain exceptional people to serve on the board of directors.

B. The resolution authorizes the granting of options to purchase 200,000
shares of the Company's common stock, $.01 par value per share, to the Optionee,
as a director of the Company.

C. The Optionee is desirous of obtaining such stock option on the terms and
conditions herein contained.

IT IS THEREFORE agreed by and between the parties, for and in consideration
of the premises and the mutual covenants herein contained and for other good and
valuable consideration, as follows:

1. THE OPTION. The Company hereby confirms and acknowledges that it has
granted to the Optionee an option to purchase Two Hundred Thousand (200,000)
shares of common stock, $.01 par value, of the Company (the "Shares") upon the
terms and conditions herein set forth (the "Option"). The date of grant is
October 18, 1996.

2. PURCHASE PRICE. The Purchase Price of the Shares which may be purchased
pursuant to the Option is $1.00 per share.

3. OPTION TERM. The Option shall continue for ten years after the date of
grant set forth in paragraph 1 unless sooner terminated or modified under the
provisions of this Agreement, and shall automatically expire at 12:00 a.m. on
the tenth anniversary of such date of grant.

4. NUMBER OF SHARES UNDER OPTION. The Option is immediately vested, and may
be exercised by the Optionee to purchase all or a portion of the total number of
Shares specified in paragraph 1 at any time prior to the expiration or
termination of the Option.

<PAGE>

5. NOTICE OF EXERCISE. The Option may be exercised in whole or in part by
delivering to the Company written notice of exercise, together with payment in
full for the Shares being purchased upon such exercise.

6. ISSUANCE OF STOCK CERTIFICATES. The Company will, upon receipt of such
notice and payment, issue or cause to be issued to the Optionee (or to his
personal representative or other person entitled thereto) a stock certificate
for the number of Shares purchased thereby.

7. TAXES. The Optionee hereby agrees he is responsible for payment of the
appropriate amount of federal, state and local taxes attributable to the
Optionee's exercise of the Option..

8. SECURITIES LAWS. Neither this Option nor the Shares have been registered
under the Securities Act of 1933, as amended (the "Act"), or under any blue sky
or other state securities laws. Optionee therefore represents and agrees that:
(i) the Option shall not be exercisable unless the purchase of Shares upon the
exercise of the Option is pursuant to an applicable effective registration
statement under the Act, or unless in the opinion of counsel for the Company,
the proposed purchase of such Shares would be exempt from the registration
requirements of the Act, and from the qualification requirements of any state
securities law; (ii) upon exercise of the Option, he will acquire the Shares for
his own account for investment and not with any intent or view to any
distribution, resale or other disposition of the Shares; (iii) he will not sell
or transfer the Shares, unless they are registered under the Act, except in a
transaction that is exempt from registration under the Act, and each certificate
issued to represent any of the Shares shall bear a legend calling attention to
the foregoing restrictions and agreements. The Company may require, as a
condition of the exercise of the Option, that the Optionee sign such further
representations and agreements as it reasonably determines to be necessary or
appropriate to assure and to evidence compliance with the requirements of the
Act.

9. NO RIGHTS IN SHARES UNTIL ISSUED. The Optionee shall have no rights as a
stockholder with respect to the Shares which may be purchased pursuant to the
Option until such Shares are issued to the Optionee.

10. GOVERNING LAW. THIS AGREEMENT IS ENTERED INTO AND SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.

11. AMENDMENT. The terms and conditions contained herein may be amended
from time to time by mutual agreement between the Optionee and the Board of
Directors.

-2-

<PAGE>

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures in
acknowledgment and acceptance of the above terms and conditions on the date
first above mentioned.

MYSTIQUE DEVELOPMENTS, INC.

By: /s/ Kim M. Fuerst
------------------------------------------
Title: President
---------------------------------------

OPTIONEE

/s/ J. Samuel Butler
---------------------------------------------
J. Samuel Butler, Director

-3-

EXHIBIT 4.4

OPTION AGREEMENT
(NON-STATUTORY STOCK OPTION)

THIS AGREEMENT is made effective as of October 18, 1996, by and between
MYSTIQUE DEVELOPMENTS, INC. (the "Company") whose address is 1820 South Elena
Avenue, Suite B, Redondo Beach, California 90277 and FAISAL CHAUDHARY (the
"Optionee") whose address is 1101 Dove Street, Suite 230, Newport Beach,
California 92660.

RECITALS:

A. As of October 18,1996, the board of directors of the Company approved a
resolution granting stock options to all directors of the Company in order to
attract and retain exceptional people to serve on the board of directors.

B. The resolution authorizes the granting of options to purchase 500,000
shares of the Company's common stock, $.01 par value per share, to the Optionee,
as a director of the Company.

C. The Optionee is desirous of obtaining such stock option on the terms and
conditions herein contained.

IT IS THEREFORE agreed by and between the parties, for and in consideration
of the premises and the mutual covenants herein contained and for other good and
valuable consideration, as follows:

1. THE OPTION.The Company hereby confirms and acknowledges that it has
granted to the Optionee an option to purchase Five Hundred Thousand (500,000)
shares of common stock, $.01 par value, of the Company (the "Shares") upon the
terms and conditions herein set forth (the "Option"). The date of grant is
October 18, 1996.

2. PURCHASE PRICE. The Purchase Price of the Shares which may be purchased
pursuant to the Option is $1.00 per share.

<PAGE>

7. TAXES. The Optionee hereby agrees he is responsible for payment of the
appropriate amount of federal, state and local taxes attributable to the
Optionee's exercise of the Option.

10. GOVERNING LAW. THIS AGREEMENT IS ENTERED INTO AND SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.

11. AMENDMENT. The terms and conditions contained herein may be amended
from time to time by mutual agreement between the Optionee and the Board of
Directors.

-2-

<PAGE>

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures in
acknowledgment and acceptance of the above terms and conditions on the date
first above mentioned.

MYSTIQUE DEVELOPMENTS, INC.

By: /s/ Kim M. Fuerst
--------------------------------------
Title: President
-----------------------------------

OPTIONEE

/s/ Faisal Chaudhary
-----------------------------------------
Faisal Chaudhary, Director

-3-

EXHIBIT 4.5(A)

MYSTIQUE DEVELOPMENTS, INC.
INCENTIVE STOCK OPTION PLAN

SECTION 1.
INTRODUCTION

1.1 Establishment. Mystique Developments, Inc., a Wyoming corporation
(hereinafter referred to as the "Company" except where the context
otherwise requires), establishes the Mystique Developments, Inc. Incentive
Stock Option Plan (the "Plan") for a key employee as of the Effective Date.

1.2 Purposes. The purposes of the Plan are to provide the key employee with
added incentives to continue in the long-term service of the Company and to
create in the employee a more direct interest in the future success of the
operations of the Company by relating incentive compensation to increases
in stockholder value, so that the income of the key employee is more
closely aligned with the income of the Company's stockholders.

SECTION 2.
DEFINITIONS

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

(a) "Award" means a grant made under this Plan in the form of Incentive
Stock Options.

(b) "Board" means the Board of Directors of the Company.

(d) "Effective Date" means the effective date of the Plan, October 18,
1996.

(e) "Eligible Employee" means Kim M. Fuerst.

(f) "Fair Market Value" means the value of a Share determined by the Board
in good faith.

(g) "Incentive Stock Option" means any Option granted hereunder in
accordance with the requirements of Section 422 of the Internal
Revenue Code.

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

<PAGE>

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

(j) "Option Price" means the price at which shares of Stock subject to an
Incentive Stock Option may be purchased.

(k) "Participant" means Kim M. Fuerst.

(l) "Plan Year" means each 12-month period beginning July 1 and ending the
following June 30, except that for the first year of the Plan it shall
begin on the Effective Date and extend to June 30 of the following
year.

(m) "Share" means a share of Stock.

(n) "Stock" means the common stock, $.01 par value, of the Company.

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

SECTION 3.
PLAN ADMINISTRATION

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

SECTION 4.
STOCK SUBJECT TO THE PLAN

4.1 Number of Shares. There are 500,000 Shares authorized for issuance under
the Plan in accordance with the provisions of the Plan. Incentive Stock
Option rights to all 500,000 shares shall be granted to the Participant.

4.2 Unused and Forfeited Stock. Any Shares that are subject to an Award under
this Plan which are not used because they are Shares that are subject to an
Incentive Stock Option which expires or is terminated for any reason, any
Shares which are

<PAGE>

used for full or partial payment of the purchase price of Shares with
respect to which an Option is exercised and any Shares retained by the
Company for withholding tax purposes shall no longer be available for use
under the Plan.

4.3 Adjustments for Stock Split, Stock Dividend, Etc. If the Company shall at
any time change in any way the rights and privileges of such the incentive
stock options by or through a stock split, subdivision, consolidation,
combination, reclassification or recapitalization involving the Stock, then
in relation to the Stock that is affected by one or more of the above
events, the numbers, rights and privileges of the incentive stock option
shall be increased, decreased or changed in like manner as if the Stock had
been issued and outstanding, fully paid and nonassessable at the time of
such occurrence.

4.4 Other Changes in Stock. In the event there shall be any change, other than
as specified in Sections 4.2 and 4.3, in the kind of outstanding shares of
Stock or of any stock or other securities into which the Stock shall be
changed or for which it shall have been exchanged, and if the Board shall
in its discretion determine that such change equitably requires an
adjustment in the number or kind of Shares subject to outstanding incentive
stock options, then such adjustments shall be made by the Board and shall
be effective for all purposes of the Plan.

4.5 General Adjustment Rules. In the case of any such substitution or
adjustment affecting an incentive stock option, the total Option Price for
the shares of Stock then subject to an incentive stock option shall remain
unchanged but the Option Price per share under each such incentive stock
option shall be equitably adjusted by the Board to reflect the greater or
lesser number of shares of Stock or other securities into which the Stock
subject to the incentive stock option may have been changed.

4.6 Determination by Board, Etc. Adjustments under this Section 4 shall be made
by the Board whose determinations with regard thereto shall be final and
binding upon all parties thereto.

SECTION 5.
REORGANIZATION OR LIQUIDATION

<PAGE>

the Participant. By way of illustration, and not by way of limitation, the Board
may provide for the complete or partial acceleration of the dates of exercise of
the incentive stock options. The provisions of this Section 5 shall not apply to
any transaction undertaken for the purpose of reincorporating the Company under
the laws of another jurisdiction, if such transaction does not materially affect
the beneficial ownership of the Company's capital stock.

SECTION 6.
GRANT OF INCENTIVE STOCK OPTIONS

6.1 Grant of Options. Coincident with the adoption of the Plan, the Participant
shall be granted all of the Incentive Stock Options.

6.2 Option Agreement. The Incentive Stock Options granted under the Plan shall
be evidenced by a written stock option agreement which shall be entered
into by the Company and the Participant, and which shall contain the
following terms and conditions, as well as such other terms and conditions
not inconsistent therewith, as the Board may consider appropriate in each
case.

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

(b) Option Price. The price at which each Share covered by an Incentive
Stock Option may be purchased shall be the fair market value of the
Share at the date of grant of the Incentive Stock Option. In addition,
the Option Price for each Share covered by an Incentive Stock Option
granted to the Participant when he then owns stock possessing more
than 10% of the total combined voting power of all classes of stock of
the Company or any parent or subsidiary corporation of the Company
must be at least 110% of the Fair Market Value of the Stock subject to
the Incentive Stock Option on the date the Option is granted.

(c) Duration of Options. Each stock option agreement shall state the
period of time, determined by the Board, within which the Option may
be exercised by the Participant (the "Option Period"). The Option
Period must expire, in all cases, not more than ten years from the
date an Option is granted; provided, however, that the Option Period
of an Option granted to the Participant when he then owns stock
possessing more than 10% of the total combined voting power of all
classes of stock of the Company or any parent or subsidiary
corporation of the Company must expire not more than five years from
the date such an Option is granted.

<PAGE>

(d) Termination of Employment, Death, Disability, Etc. Except as otherwise
determined by the Board, each stock option agreement shall provide as
follows with respect to the exercise of the Option upon termination of
the employment or the death of the Participant:

(i) If the Participant terminates his employment with the Company in
a manner determined by the Board, in its sole discretion, to
constitute retirement (which determination shall be communicated
to the Participant within 10 days of such termination), the
Option may be exercised by the Participant, or in the case of
death by the persons specified in subsection (iii) of this
subsection 7.3(d), within three months following his or her
retirement. In any such case, the Option may be exercised only as
to the Shares as to which the Option had become exercisable on or
before the date of the Participant's termination of employment.

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

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

(e) Transferability. Each stock option agreement shall provide that the
Option granted therein is not transferable by the Participant except
by will or pursuant to the laws of descent and distribution, and that
such Option is exercisable during the Participant's lifetime only by
him or her, or in the event of disability or incapacity, by his or her
guardian or legal representative.

<PAGE>

(f) Exercise, Payments, Etc.

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

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

(A) in cash;

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

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

<PAGE>

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

(g) Date of Grant. An option shall be considered as having been granted on
the date specified in the grant resolution of the Board.

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

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

SECTION 7.
CHANGE IN CONTROL

7.1 Options, Restricted Stock. In the event of a change in control of the
Company, then the Board may, in its sole discretion, without obtaining
stockholder approval, take any or all of the following actions: (a)
accelerate the exercise dates of any outstanding Options or make all such
Options fully vested and exercisable; (b) grant a cash bonus award to any
Participant in an amount necessary to pay the Option Price of all or any
portion of the Options then held by such Participant; (c) pay cash to any
or all Participants in exchange for the cancellation of their outstanding
Options in an amount equal to the difference between the Option Price of
such Options and the greater of the tender offer price for the underlying
Stock or the Fair Market Value of the Stock on the date of the cancellation
of the Options; and (d) make any other adjustments or amendments to the
outstanding Options.

7.2 Definition. For purposes of the Plan, a "change in control" shall be deemed
to have occurred if (a) any "person" or "group" (within the meaning of
Sections 13(d) and

<PAGE>

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

SECTION 8.
RIGHTS OF PARTICIPANT

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

8.2 Nontransferability. No right or interest of the Participant in an Award
granted pursuant to the Plan shall be assignable or transferable during the
lifetime of the Participant, either voluntarily or involuntarily, or be
subjected to any lien, directly or indirectly, by operation of law, or
otherwise, including execution, levy, garnishment, attachment, pledge or
bankruptcy. In the event of the Participant's death, a Participant's rights
and interests in Options shall be transferable by testamentary will or the
laws of descent and distribution, and payment of any amounts due under the
Plan shall be made to, and exercise of any Options may be made by, the
Participant's legal representatives, heirs or legatees. If in the opinion
of the Board a person entitled to payments or to exercise rights with
respect to the

<PAGE>

Plan is disabled from caring for his affairs because of mental condition,
physical condition or age, payment due such person may be made to, and such
rights shall be exercised by, such person's guardian, conservator or other
legal personal representative upon furnishing the Board with evidence
satisfactory to the Board of such status.

SECTION 9.
GENERAL RESTRICTIONS

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

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

9.3 Stock Restriction Agreement. The Board may provide that shares of Stock
issuable upon the exercise of an Option shall, under certain conditions, be
subject to restrictions whereby the Company has a right of first refusal
with respect to such shares or a right or obligation to repurchase all or a
portion of such shares, which restrictions may survive a Participant's term
of employment with the Company. The acceleration of time or times at which
an Option becomes exercisable may be conditioned upon the Participant's
agreement to such restrictions.

SECTION 10.
OTHER EMPLOYEE BENEFITS

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

<PAGE>

SECTION 11.
PLAN AMENDMENT, MODIFICATION AND TERMINATION

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

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

SECTION 12.
WITHHOLDING

12.1 Withholding Requirement. The Company's obligations to deliver Shares upon
the exercise of an Option shall be subject to the Participant's
satisfaction of all applicable federal, state and local income and other
tax withholding requirements.

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

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

(b) All elections shall be irrevocable.

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

SECTION 13.
BROKERAGE ARRANGEMENTS

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

<PAGE>

SECTION 14.
NONEXCLUSIVITY OF THE PLAN

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

SECTION 15.
REQUIREMENTS OF LAW

15.1 Requirements of Law. The issuance of stock and the payment of cash pursuant
to the Plan shall be subject to all applicable laws, rules and regulations.

15.2 Federal Securities Law Requirements. If a Participant is an officer or
director of the Company within the meaning of Section 16 of the 1934 Act,
Awards granted hereunder shall be subject to all conditions required under
Rule 16b-3, or any successor rule promulgated under the 1934 Act, to
qualify the Award for any exception from the provisions of Section 16(b) of
the 1934 Act available under that Rule. Such conditions are hereby
incorporated herein by reference and shall be set forth in the agreement
with the Participant which describes the Award.

15.3 Governing Law. The Plan and all agreements hereunder shall be construed in
accordance with and governed by the laws of the State of Wyoming.

SECTION 16.
DURATION OF THE PLAN

Adopted: October 18, 1996.

MYSTIQUE DEVELOPMENTS, INC.
A Wyoming Corporation

By /s/ Kim M. Fuerst
-------------------------------
Kim M. Fuerst
President

EXHIBIT 4.5(B)

INCENTIVE STOCK OPTION AGREEMENT

THIS AGREEMENT is effective as of the 18th day of October, 1996, by and
between Mystique Developments, Inc. (the "Company") and Kim M. Fuerst (the
"Optionee") (together, the "Parties").

RECITALS:

A. On October 18, 1996, the Board of Directors of the Company adopted an
Incentive Stock Option Plan (the "Plan") under which the Optionee would receive
incentive stock options to purchase Common Stock of the Company.

B. The Plan permits the granting of incentive stock options, which conform
to the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").

C. The Optionee is desirous of obtaining the incentive stock option on the
terms and conditions herein contained.

D. On October 18, 1996, the Board of Directors of the Company adopted a
grant resolution for the grant of incentive stock options described herein.

AGREEMENT:

IT IS THEREFORE agreed by and between the Parties, for and in consideration
of the premises and the mutual covenants herein contained and for other good and
valuable consideration, as follows:

1. The Company hereby confirms and acknowledges that it has granted to the
Optionee an option to purchase 500,000 shares of Common Stock of the Company
(the "Option") upon the terms and conditions herein set forth and subject to the
terms and conditions of the Plan. The Option is granted as a matter of separate
agreement, and not in lieu of salary or any other regular or special
compensation for services.

2. The purchase price of the shares which may be purchased pursuant to the
Option is One Dollar ($1.00) per share, which is, in the good faith opinion of
the Company, not less than the fair market value of the shares on the date the
Option was granted.

3. The Option shall continue for ten years after the date of grant unless
sooner terminated or modified under the provisions of this Agreement, and shall
automatically expire at midnight on the tenth anniversary of such date.

4. The Option may be exercised by the Optionee to purchase the total number
of shares specified in paragraph 1 as of the effective date hereof.

<PAGE>

5. If the Optionee's employment with the Company or a participating
subsidiary of the Company shall terminate for any reason other than the
Optionee's disability, the Option, to the extent then exercisable as provided in
paragraph 4, shall remain exercisable after the termination of his employment
for a period of three months. If the Optionee's employment is terminated because
the Optionee is disabled within the meaning of Section 22(e)(3) of the Code, the
Option, to the extent then exercisable as provided in paragraph 4, shall remain
exercisable after the termination of his employment for a period of twelve
months. If the Option is not exercised during the applicable period, it shall be
deemed to have been forfeited and of no further force or effect.

6. The Option may not be exercised by anyone other than the Optionee during
his lifetime. In the event of the Optionee's death, the Option may be exercised
by the personal representative of the Optionee's estate or, if no personal
representative has been appointed, by the successor or successors in interest
determined under the Optionee's will or under the applicable laws of descent and
distribution. The Option may not be transferred, assigned, encumbered or
alienated in any way by the Optionee, and any attempt to do so shall render the
Option and any unexercised portion thereof, at the discretion of the Company,
null and void and unenforceable by the Optionee.

7. The Option may be exercised in whole or in part by delivering to the
Company written notice of exercise together with payment in full for the shares
being purchased upon such exercise.

8. The Company will, upon receipt of said notice and payment, issue or
cause to be issued to the Optionee (or to his personal representative or other
person entitled thereto) a stock certificate for the number of shares purchased
thereby.

9. The Company may, in its discretion, file and maintain effective with the
Securities and Exchange Commission a Registration Statement on Form S-8 under
the Securities Act of 1933, as amended (the "Act"), covering the sale of the
optioned shares to Optionee upon exercise of the Option. If, at the time of
exercise, the Company does not have an effective Registration Statement on file
covering the sale of the optioned shares, the Optionee represents and agrees
that: (i) the Option shall not be exercisable unless the purchase of optioned
shares upon the exercise of the Option is pursuant to an applicable effective
registration statement under the Act, or unless in the opinion of counsel for
the Company, the proposed purchase of such optioned shares would be exempt from
the registration requirements of the Act, and from the qualification
requirements of any state securities law; (ii) upon exercise of the Option, he
will acquire the optioned shares for his own account for investment and not with
any intent or view to any distribution, resale or other disposition of the
optioned shares; (iii) he will not sell or transfer the optioned shares, unless
they are registered under the Act, except in a transaction that is exempt from
registration under the Act, and each certificate issued to represent any of the
optioned shares shall bear a legend calling attention to the foregoing
restrictions and agreements. The Company may require, as a condition of the
exercise of the Option, that the Optionee sign such further representations and
agreements as it reasonably determines to be necessary or appropriate to assure
and to evidence compliance with the requirements of the Act.

<PAGE>

10. If the Company or its stockholders enter into an agreement to dispose
of all, or substantially all, of the assets or outstanding capital stock of the
Company by means of a sale or liquidation, or a merger or reorganization in
which the Company is not the surviving corporation, any unexercised portion of
the Option as of the day before the consummation of such sale, liquidation,
merger or reorganization shall for all purposes under this Agreement become
exercisable in full as of such date.

11. In consideration of the granting by the Company of the Option, the
Optionee hereby affirms that he has a present intention to remain in the employ
and service of the Company for the period that this Option continues. This
affirmation, however, shall confer no right on the Optionee to continue in the
employ of the Company, nor interfere in any way with the right of the Company to
discharge the Optionee at any time for any reason whatsoever, with or without
cause.

12. The Optionee shall have no rights as a stockholder with respect to the
shares of Common Stock which may be purchased pursuant to the Option until such
shares are issued to the Optionee.

13. This Agreement is entered into and shall be governed by, construed and
enforced in accordance with the laws of the State of Wyoming.

14. The terms and conditions contained in the Plan, as it may be amended
from time to time hereafter, are incorporated into and made a part of this
Agreement by reference, as if the same were set forth herein in full, and all
provisions of the Option are made subject to any and all terms of the Plan.

15. If the Optionee is an officer or director of the Company, or a person
who is directly or indirectly the beneficial owner of more than 10% of the
Company's Common Stock, and the Option or a portion thereof is exercisable
within six months after the date on which it was granted, the Optionee
acknowledges that he understands that any sale or other disposition of the
Common Stock issued upon the full or partial exercise of the Option occurring
within six months after the date on which the Option was granted may subject the
Optionee to liability pursuant to Section 16(b) of the Securities Exchange Act
of 1934.

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures in
acknowledgment and acceptance of the above terms and conditions on the date
first above mentioned.

MYSTIQUE DEVELOPMENTS, INC.

By /s/ Kim M. Fuerst, President
-------------------------------------

<PAGE>

OPTIONEE

/s/ Kim M. Fuerst
----------------------------------------
Kim M. Fuerst

EXHIBIT 4.7

MYSTIQUE DEVELOPMENTS, INC.
EQUITY INCENTIVE PLAN

SECTION 1.
INTRODUCTION

1.1 Establishment. Mystique Developments, Inc., a Wyoming corporation
(hereinafter referred to, together with its Affiliated Corporations (as
defined in subsection 2.1(a)) as the "Company" except where the context
otherwise requires), hereby establishes the Mystique Developments, Inc.
Equity Incentive Plan (the "Plan") for certain key employees, directors and
consultants of the Company.

1.2 Purposes. The purposes of the Plan are to provide the key management
employees selected for participation in the Plan with added incentives to
continue in the long-term service of the Company and to create in such
employees a more direct interest in the future success of the operations of
the Company by relating incentive compensation to increases in stockholder
value, so that the income of the key management employees is more closely
aligned with the income of the Company's stockholders. The Plan is also
designed to attract key employees and directors and to retain and motivate
participating employees and directors by providing an opportunity for
investment in the Company.

SECTION 2.
DEFINITIONS

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

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

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

(d) "Director" means an employee or non-employee member of the Board.

(e) "Effective Date" means the effective date of the Plan, April 5, 1997.

<PAGE>

(f) "Eligible Employees" means full-time or part-time key employees
(including, without limitation, officers and directors who are also
employees) of the Company or any Affiliated Corporation or any
division thereof, upon whose judgment, initiative and efforts the
Company is, or will be, important to the successful conduct of its
business. (g) "FAIR MARKET VALUE" MEANS THE OFFICIALLY QUOTED CLOSING
PRICE OF THE STOCK ON THE NASD OTC BULLETIN BOARD SYSTEM ON A
PARTICULAR DATE. IF THERE ARE NO STOCK TRANSACTIONS ON SUCH DATE, THE
FAIR MARKET VALUE SHALL BE DETERMINED ON THE BASIS OF THE WEIGHTED
AVERAGE OF THE OFFICIALLY QUOTED CLOSING PRICE ON THE THREE
IMMEDIATELY PRECEDING DATES ON WHICH STOCK TRANSACTIONS OCCURRED. IF
THE STOCK IS NOT PUBLICLY TRADED OR IF THE INCENTIVE PLAN COMMITTEE
BELIEVES IN GOOD FAITH THAT THE CALCULATIONS PROVIDED FOR HEREIN DO
NOT ACCURATELY REFLECT THE FAIR MARKET VALUE OF THE STOCK, THE FAIR
MARKET VALUE OF THE STOCK ON ANY DATE SHALL BE DETERMINED IN GOOD
FAITH BY THE INCENTIVE PLAN COMMITTEE AFTER SUCH CONSULTATION WITH
OUTSIDE LEGAL, ACCOUNTING AND OTHER EXPERTS AS THE INCENTIVE PLAN
COMMITTEE MAY DEEM ADVISABLE, AND THE COMMITTEE SHALL MAINTAIN A
WRITTEN RECORD OF ITS METHOD OF DETERMINING SUCH VALUE.

(h) "Incentive Plan Committee" means a committee consisting of at least
two "non-employee" and "outside" members of the Board who are
empowered hereunder to take actions in the administration of the Plan.
The Incentive Plan Committee shall be so constituted at all times as
to permit the Plan to comply with Rule 16b-3 or any successor rule
promulgated under the Securities Exchange Act of 1934 (the "1934 Act")
andss.162(m) of the Internal Revenue Code. Members of the Incentive
Plan Committee shall be appointed from time to time by the Board,
shall serve at the pleasure of the Board, and may resign at any time
upon written notice to the Board.

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

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

(k) "Non-Statutory Option" means any Option other than an Incentive Stock
Option.

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

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

<PAGE>

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

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

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

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

(r) "Plan Year" means each 12-month period beginning July 1 and ending the
following June 30, except that for the first year of the Plan it shall
begin on the Effective Date and extend to June 30 of the following
year.

(s) "Restricted Stock" Means Stock granted under Section 8 that is subject
to restrictions imposed pursuant to said Section.

(t) "Share" means a share of Stock.

(u) "Stock" means the common stock, $.01 par value, of the Company.

SECTION 3.
PLAN ADMINISTRATION

The Plan shall be administered by the Board or the Incentive Plan
Committee. If the Plan is administered by the Board all references herein to the
Incentive Plan Committee shall be deemed to refer to the Board. In accordance
with the provisions of the Plan, the Incentive Plan Committee shall, in its sole
discretion, and except as specifically set forth herein, select Participants
from among the Eligible Employees and Directors to whom Awards will be granted,
the form of each Award, the amount of each Award and any other terms and
conditions of each Award as the Incentive Plan Committee may deem necessary or
desirable and consistent with the terms of the Plan. The Incentive Plan
Committee shall determine the form or forms of the agreements with Participants
which shall evidence the particular provisions, terms, conditions, rights and
duties of the Company and the Participants with respect to Awards granted
pursuant to the Plan, which provisions need not be identical except as may be
provided herein. The Incentive Plan Committee may from time to time adopt such
rules and regulations for carrying out the purposes of the Plan as it may deem
proper

<PAGE>

and in the best interests of the Company. The Incentive Plan Committee may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or in any agreement entered into hereunder in the manner and to the extent
it shall deem expedient and it shall be the sole and final judge of such
expediency. No member of the Incentive Plan Committee shall be liable for any
action or determination made in good faith, and all members of the Committee
shall, in addition to their rights as directors, be fully protected by the
Company with respect to any such action, determination or interpretation. The
determination, interpretations and other actions of the Incentive Plan Committee
pursuant to the provisions of the Plan shall be binding and conclusive for all
purposes and on all persons.

SECTION 4.
STOCK SUBJECT TO THE PLAN

4.1 Number of Shares. Initially, 2,500,000 Shares are authorized for issuance
under the Plan in accordance with the provisions of the Plan and subject to
such restrictions or other provisions as the Incentive Plan Committee may
from time to time deem necessary. The Shares may be divided among the
various Plan components as the Incentive Plan Committee shall determine,
all of which shall be available for grant as Incentive Stock Options under
the Plan. Shares which may be issued upon the exercise of Options shall be
applied to reduce the maximum number of Shares remaining available for use
under the Plan. The Company shall at all times during the term of the Plan
and while any Options are outstanding retain as authorized and unissued
Stock, or as treasury Stock, at least the number of Shares from time to
time required under the provisions of the Plan, or otherwise assure itself
of its ability to perform its obligations hereunder.

4.2 Unused and Forfeited Stock. Any Shares that are subject to an Award under
this Plan which are not used because the terms and conditions of the Award
are not met, including any Shares that are subject to an Option which
expires or is terminated for any reason, any Shares which are used for full
or partial payment of the purchase price of Shares with respect to which an
Option is exercised and any Shares retained by the Company pursuant to
Section 15.2 shall automatically become available for use under the Plan.

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

<PAGE>

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

4.5 Other Changes in Stock. In the event there shall be any change, other than
as specified in Sections 4.3 and 4.4, in the number or kind of outstanding
shares of Stock or of any stock or other securities into which the Stock
shall be changed or for which it shall have been exchanged, and if the
Incentive Plan Committee shall in its discretion determine that such change
equitably requires an adjustment in the number or kind of Shares subject to
outstanding Awards or which have been reserved for issuance pursuant to the
Plan but are not then subject to an Award, then such adjustments shall be
made by the Incentive Plan Committee and shall be effective for all
purposes of the Plan and on each outstanding Award that involves the
particular type of stock for which a change was effected.

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

4.7 General Adjustment Rules. If any adjustment or substitution provided for in
this Section 4 shall result in the creation of a fractional Share under any
Award, the Company shall, in lieu of selling or otherwise issuing such
fractional Share, pay to the Participant a cash sum in an amount equal to
the product of such fraction multiplied by the Fair Market Value of a Share
on the date the fractional Share would otherwise have been issued. In the
case of any such substitution or adjustment affecting an Option, the total
Option Price for the shares of Stock then subject to an

<PAGE>

Option shall remain unchanged but the Option Price per share under each
such Option shall be equitably adjusted by the Incentive Plan Committee to
reflect the greater or lesser number of shares of Stock or other securities
into which the Stock subject to the Option may have been changed.

4.8 Determination by Incentive Plan Committee, Etc. Adjustments under this
Section 4 shall be made by the Incentive Plan Committee, whose
determinations with regard thereto shall be final and binding upon all
parties thereto.

SECTION 5.
REORGANIZATION OR LIQUIDATION

In the event that the Company is merged or consolidated with another
corporation (other than a merger or consolidation in which the Company is the
continuing corporation and which does not result in any reclassification or
change of outstanding Shares), or if all or substantially all of the assets or
more than 50% of the outstanding voting stock of the Company is acquired by any
other corporation, business entity or person (other than a sale or conveyance in
which the Company continues as a holding company of an entity or entities that
conduct the business or businesses formerly conducted by the Company), or in
case of a reorganization (other than a reorganization under the United States
Bankruptcy Code) or liquidation of the Company, and if the provisions of Section
10 do not apply, the Incentive Plan Committee, or the board of directors of any
corporation assuming the obligations of the Company, shall have the power and
discretion to prescribe the terms and conditions for the exercise of, or
modification of, any outstanding Awards granted hereunder. By way of
illustration, and not by way of limitation, the Incentive Plan Committee may
provide for the complete or partial acceleration of the dates of exercise of the
Options, or may provide that such Options will be exchanged or converted into
options to acquire securities of the surviving or acquiring corporation, or may
provide for a payment or distribution in respect of outstanding Options (or the
portion thereof that is currently exercisable) in cancellation thereof. The
Incentive Plan Committee may remove restrictions on Restricted Stock and may
modify the performance requirements for any other Awards. The Incentive Plan
Committee may provide that Stock or other Awards granted hereunder must be
exercised in connection with the closing of such transaction, and that if not so
exercised such Awards will expire. Any such determinations by the Incentive Plan
Committee may be made generally with respect to all Participants, or may be made
on a case-by-case basis with respect to particular Participants. The provisions
of this Section 5 shall not apply to any transaction undertaken for the purpose
of reincorporating the Company under the laws of another jurisdiction, if such
transaction does not materially affect the beneficial ownership of the Company's
capital stock. SECTION 6. PARTICIPATION

Participants in the Plan shall be those Eligible Employees, Directors or
consultants who, in the judgment of the Incentive Plan Committee, are
performing, or during the term of their incentive arrangement will perform,
important services in the management, operation and development of the Company,
and significantly contribute, or are expected to significantly contribute, to
the achievement of long-term corporate economic objectives. Participants may be
granted from time to

<PAGE>

time one or more Awards; provided, however, that the grant of each such Award
shall be separately approved by the Incentive Plan Committee, receipt of one
such Award shall not result in automatic receipt of any other Award, and written
notice shall be given to each such person, specifying the terms, conditions,
rights and duties related thereto; and further provided that Incentive Stock
Options shall not be granted to consultants or to Eligible Employees of any
partnership which is included within the definition of an Affiliated Corporation
but whose employees are not permitted to receive Incentive Stock Options under
the Internal Revenue Code. Each Participant shall enter into an agreement with
the Company, in such form as the Incentive Plan Committee shall determine and
which is consistent with the provisions of the Plan, specifying such terms,
conditions, rights and duties. Awards shall be deemed to be granted as of the
date specified in the grant resolution of the Incentive Plan Committee, which
date shall be the date of any related agreement with the Participant. In the
event of any inconsistency between the provisions of the Plan and any such
agreement entered into hereunder, the provisions of the Plan shall govern.

SECTION 7.
STOCK OPTIONS

7.1 Discretionary Grant of Options. Coincident with the following designation
for participation in the Plan, a Participant may be granted one or more
Options. The Incentive Plan Committee in its sole discretion shall
designate whether an Option is to be considered an Incentive Stock Option
or a Non-Statutory Option. The Incentive Plan Committee may grant both an
Incentive Stock Option and a Non- Statutory Option to the same Participant
at the same time or at different times. Incentive Stock Options and
Non-Statutory Options, whether granted at the same or different times,
shall be deemed to have been awarded in separate grants, shall be clearly
identified, and in no event shall the exercise of one Option affect the
right to exercise any other Option or affect the number of Shares for which
any other Option may be exercised.

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

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

(b) Price. The price at which each Share covered by an Option may be
purchased shall be determined in each case by the Incentive Plan
Committee

<PAGE>

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

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

(d) Termination of Employment, Death, Disability, Etc. Except as otherwise
determined by the Incentive Plan Committee, each stock option
agreement shall provide as follows with respect to the exercise of the
Option upon termination of the employment or the death of the Option
Holder:

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

(ii) If the Option Holder terminates his employment with the Company
in a manner determined by the Board, in its sole discretion, to
constitute retirement (which determination shall be communicated
to

<PAGE>

the Option Holder within 10 days of such termination), the Option
may be exercised by the Option Holder, or in the case of death by
the persons specified in subsection (iii) of this subsection
7.2(d), within three months following his or her retirement if
the Option is an Incentive Stock Option or within twelve months
following his or her retirement if the Option is a Non-Statutory
Stock Option (provided in each case that such exercise must occur
within the Option Period), but not thereafter. In any such case,
the Option may be exercised only as to the Shares as to which the
Option had become exercisable on or before the date of the Option
Holder's termination of employment.

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

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

(e) Transferability. Each stock option agreement shall provide that the
Option granted therein is not transferable by the Option Holder except
by will or pursuant to the laws of descent and distribution, and that
such Option is exercisable during the Option Holder's lifetime only by
him or her, or in the event of disability or incapacity, by his or her
guardian or legal representative.

(f) Exercise, Payments, Etc.

(i) Each stock option agreement shall provide that the method for
exercising the Option granted therein shall be by delivery to the

<PAGE>

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

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

(A) in cash;

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

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

(D) by delivery to the Company of a properly executed notice of
exercise together with irrevocable instructions to a broker
to deliver to the Company promptly the amount of the
proceeds of

<PAGE>

the sale of all or a portion of the Stock or of a loan from
the broker to the Option Holder necessary to pay the
exercise price.

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

(g) Date of Grant. An option shall be considered as having been granted on
the date specified in the grant resolution of the Incentive Plan
Committee.

(h) Withholding.

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

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

(i) Adjustment of Options. Subject to the limitations contained in
Sections 7 and 14, the Incentive Plan Committee may make any
adjustment in the Option Price, the number of shares subject to, or
the terms of, an outstanding Option and a subsequent granting of an
Option by amendment or by substitution of an outstanding Option. Such
amendment, substitution, or re-grant may result in terms and
conditions (including Option Price, number of shares covered, vesting
schedule or exercise period) that differ from the terms and conditions
of the original Option. The Incentive Plan Committee may not, however,

<PAGE>

adversely affect the rights of any Participant to previously granted
Options without the consent of such Participant. If such action is
affected by amendment, the effective date of such amendment shall be
the date of the original grant.

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

SECTION 8.
RESTRICTED STOCK AWARDS

8.1 Awards Granted by Incentive Plan Committee. Coincident with or following
designation for participation in the Plan, a Participant may be granted one
or more Restricted Stock Awards consisting of Shares. The number of Shares
granted as a Restricted Stock Award shall be determined by the Incentive
Plan Committee.

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

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

8.4 Enforcement of Restrictions. The Incentive Plan Committee may in its sole
discretion require one or more of the following methods of enforcing the
restrictions referred to in Section 8.2 and 8.3:

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

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

<PAGE>

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

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

SECTION 9.
PERFORMANCE SHARES AND PERFORMANCE UNITS

9.1 Awards Granted by Incentive Plan Committee. Coincident with or following
designation for participation in the Plan, a Participant may be granted
Performance Shares or Performance Units.

9.2 Amount of Award. The Incentive Plan Committee shall establish a maximum
amount of a Participant's Award, which amount shall be denominated in
Shares in the case of Performance Shares or in dollars in the case of
Performance Units.

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

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

<PAGE>

exceeds the minimum performance target but falls below the maximum
performance target applicable to such Award.

9.5 Adjustments. At any time prior to payment of a Performance Share or
Performance Unit Award, the Incentive Plan Committee may adjust previously
established performance targets or other terms and conditions to reflect
events such as changes in laws, regulations, or accounting practice, or
mergers, acquisitions or divestitures.

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

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

SECTION 10.
CHANGE IN CONTROL

10.1 Options, Restricted Stock. In the event of a change in control of the
Company as defined in Section 10.3, then the Incentive Plan Committee may,
in its sole discretion, without obtaining stockholder approval, to the
extent permitted in Section 14, take any or all of the following actions:
(a) accelerate the exercise dates of any outstanding Options or make all
such Options fully vested and exercisable; (b) grant a cash bonus award to
any Option Holder in an amount necessary to pay the Option Price of all or
any portion of the Options then held by such Option Holder; (c) pay cash to
any or all Option Holders in exchange for the cancellation of their
outstanding Options in an amount equal to the different between the Option
Price of

<PAGE>

such Options and the greater of the tender offer price for the underlying
Stock or the Fair Market Value of the Stock on the date of the cancellation
of the Options; (d) make any other adjustments or amendments to the
outstanding Options and (e) eliminate all restrictions with respect to
Restricted Stock and deliver Shares free of restrictive legends to any
Participant.

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

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

SECTION 11.
RIGHTS OF EMPLOYEES; PARTICIPANTS

11.1 Employment; Tenure. Nothing contained in the Plan or in any Award granted
under the Plan shall confer upon any Participant any right with respect to
the continuation of his or her employment by the Company or tenure as a
Director of the Company, or interfere in any way with the right of the
Company, subject to the terms of any separate employment agreement to the
contrary, at any time to terminate such employment or to increase or
decrease the compensation of the Participant from the rate in existence at
the time of the grant of an Award. Whether an authorized leave of absence,
or absence in military or government service, shall constitute a
termination of employment shall be determined by the Incentive Plan
Committee at

<PAGE>

the time. Nothing in this Plan shall interfere in any way with the right of
the stockholders of the Company to remove a Participant Director from the
Board pursuant to the Delaware General Corporation Law and the Company's
Certificate of Incorporation and Bylaws.

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

SECTION 12.
GENERAL RESTRICTIONS

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

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

<PAGE>

12.3 Stock Restriction Agreement. The Incentive Plan Committee may provide that
shares of Stock issuable upon the exercise of an Option shall, under
certain conditions, be subject to restrictions whereby the Company has a
right of first refusal with respect to such shares or a right or obligation
to repurchase all or a portion of such shares, which restrictions may
survive a Participant's term of employment with the Company. The
acceleration of time or times at which an Option becomes exercisable may be
conditioned upon the Participant's agreement to such restrictions.

SECTION 13.
OTHER EMPLOYEE BENEFITS

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

SECTION 14.
PLAN AMENDMENT, MODIFICATION AND TERMINATION

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

SECTION 15.
WITHHOLDING

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

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

<PAGE>

elections by Participants to have Shares withheld for this purpose will be
subject to the following restrictions:

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

(b) All elections shall be irrevocable.

SECTION 16.
BROKERAGE ARRANGEMENTS

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

SECTION 17.
NONEXCLUSIVITY OF THE PLAN

SECTION 18.
REQUIREMENTS OF LAW

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

18.2 Federal Securities Law Requirements. If a Participant is an officer or
director of the Company within the meaning of Section 16 of the 1934 Act,
Awards granted hereunder shall be subject to all conditions required under
Rule 16b-3, or any successor rule promulgated under the 1934 Act, to
qualify the Award for any exception from the provisions of Section 16(b) of
the 1934 Act available under that Rule. Such conditions are hereby
incorporated herein by reference and shall be set forth in the agreement
with the Participant which describes the Award.

<PAGE>

18.3 Governing Law. The Plan and all agreements hereunder shall be construed in
accordance with and governed by the laws of the State of Wyoming.

SECTION 19.
DURATION OF THE PLAN

The Plan shall terminate at such time as may be determined by the Board of
Directors, and no Award shall be granted after such termination. If not sooner
terminated under the preceding sentence, the Plan shall fully cease and expire
at midnight on April 4, 2007. Awards outstanding at the time of the Plan
termination may continue to be exercised or earned in accordance with their
terms.

Adopted: April 5, 1997.

MYSTIQUE DEVELOPMENTS, INC.
A Wyoming Corporation

By /s/ Kim M. Fuerst
--------------------------------
Kim M. Fuerst

EXHIBIT 4.8

OPTION AGREEMENT
(NON-STATUTORY STOCK OPTION)

THIS AGREEMENT is made effective as of November 15, 1996, by and between
MYSTIQUE DEVELOPMENTS, INC. (the "Company") whose address is 1820 South Elena
Avenue, Suite B, Redondo Beach, California 90277 and SAYED CONSULTING, INC.(the
"Optionee") whose address is 14726 Ramona Ave., Suite 410, Chino, California
91710.

RECITALS:

A. As of November 15, 1996, the board of directors of the Company approved
an agreement for consulting services between the Company and Sayed Consulting,
Inc., effective as of October 1, 1996 (the "Consulting Agreement") pursuant to
which Sayed Consulting, Inc. would be granted options to purchase Common Stock
of the Company.

B. The Optionee is desirous of obtaining a non-statutory stock option on
the terms and conditions herein contained.

IT IS THEREFORE agreed by and between the parties, for and in consideration
of the premises and the mutual covenants herein contained and for other good and
valuable consideration, as follows:

1. OPTION GRANTED PURSUANT TO CONSULTING AGREEMENT. The Company hereby
confirms and acknowledges that it has granted to the Optionee an option to
purchase Fifty Thousand (50,000) shares (the "Shares") of Common Stock of the
Company (the "Option") upon the terms and conditions herein set forth and
subject to the provisions of the Consulting Agreement. The Option is granted as
a matter of separate agreement. The date of grant is November 15, 1996.

2. PURCHASE PRICE. The Purchase Price of the Shares which may be purchased
pursuant to the Option is $1.00 per share.

3. OPTION TERM. The Option shall expire on October 31, 1997 unless sooner
terminated under the provisions of this Agreement or the Consulting Agreement.

5. TERMINATION OF CONSULTING AGREEMENT. If the Optionee does not fulfill
the terms of the Consulting Agreement, the Option shall terminate upon the
Company's notice of non- performance to the Optionee.

<PAGE>

6. NOTICE OF EXERCISE. The Option may be exercised in whole or in part by
delivering to the Company written notice of exercise, together with payment in
full for the Shares being purchased upon such exercise.

7. ISSUANCE OF STOCK CERTIFICATES. The Company will, upon receipt of such
notice and payment, issue or cause to be issued to the Optionee a stock
certificate for the number of Shares purchased thereby.

8. TAXES. The Optionee hereby agrees that it is responsible for payment of
the appropriate amount of federal, state and local taxes attributable to the
Optionee's exercise of the Option.

9. SECURITIES LAWS. Neither this Option nor the Shares have been registered
under the Securities Act of 1933, as amended (the "Act"), or under any blue sky
or other state securities laws. Optionee therefore represents and agrees that:
(i) the Option shall not be exercisable unless the purchase of Shares upon the
exercise of the Option is pursuant to an applicable effective registration
statement under the Act, or unless in the opinion of counsel for the Company,
the proposed purchase of such Shares would be exempt from the registration
requirements of the Act, and from the qualification requirements of any state
securities law; (ii) upon exercise of the Option, the Optionee will acquire the
Shares for its own account for investment and not with any intent or view to any
distribution, resale or other disposition of the Shares; (iii) it will not sell
or transfer the Shares, unless they are registered under the Act, except in a
transaction that is exempt from registration under the Act, and each certificate
issued to represent any of the Shares shall bear a legend calling attention to
the foregoing restrictions and agreements. The Company may require, as a
condition of the exercise of the Option, that the Optionee sign such further
representations and agreements as it reasonably determines to be necessary or
appropriate to assure and to evidence compliance with the requirements of the
Act.

10. NO RIGHTS IN SHARES UNTIL ISSUED. The Optionee shall have no rights as
a stockholder with respect to the Shares which may be purchased pursuant to the
Option until such Shares are issued to the Optionee.

11. GOVERNING LAW. THIS AGREEMENT IS ENTERED INTO AND SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.

12. AMENDMENT. The terms and conditions contained in the Consulting
Agreement, and as it may be amended from time to time hereafter, are
incorporated into and made a part of this Agreement by reference, as if the same
were set forth herein in full, and all provisions of the Option are made subject
to any and all terms of the Consulting Agreement.

<PAGE>

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures in
acknowledgment and acceptance of the above terms and conditions on the date
first above mentioned.

MYSTIQUE DEVELOPMENTS, INC.

By: /s/ Kim M. Fuerst
-----------------------------------
Title: President
--------------------------------

OPTIONEE

SAYED CONSULTING, INC.

By: /s/ Waseem Sayed
-----------------------------------
Title: President
--------------------------------

EXHIBIT 4.9

OPTION AGREEMENT
(NON-STATUTORY STOCK OPTION)

THIS AGREEMENT is made effective as of November 15, 1996, by and between
MYSTIQUE DEVELOPMENTS, INC. (the "Company") whose address is 1820 South Elena
Avenue, Suite B, Redondo Beach, California 90277 and LUCY TREADWAY (the
"Optionee") whose address is 290 West 1625 North, Provo, Utah 84604.

RECITALS:

A. As of November 15,1996, the board of directors of the Company approved
an agreement for consulting services between the Company and Lucy Treadway,
effective as of October 1, 1996 (the "Consulting Agreement"), pursuant to which
Ms. Treadway would be granted options to purchase Common Stock of the Company.

B. The Optionee is desirous of obtaining the non-statutory stock option on
the terms and conditions herein contained.

IT IS THEREFORE agreed by and between the parties, for and in consideration
of the premises and the mutual covenants herein contained and for other good and
valuable consideration, as follows:

1. OPTION GRANTED PURSUANT TO CONSULTING AGREEMENT. The Company hereby
confirms and acknowledges that it has granted to the Optionee an option to
purchase Twenty-Five Thousand (25,000) shares (the "Shares") of Common Stock of
the Company (the "Option") upon the terms and conditions herein set forth and
subject to the terms and conditions of the Consulting Agreement. The Option is
granted as a matter of separate agreement. The date of grant is November 15,
1996.

2. PURCHASE PRICE. The Purchase Price of the Shares which may be purchased
pursuant to the Option is $1.00 per share.

3. OPTION TERM. The Option shall continue for ten years after the date of
grant set forth in paragraph 1 unless sooner terminated or modified under the
provisions of this Agreement or the Consulting Agreement, and shall
automatically expire at 12:00 a.m. on the tenth anniversary of such date of
grant.

<PAGE>

7. ISSUANCE OF STOCK CERTIFICATES. The Company will, upon receipt of such
notice and payment, issue or cause to be issued to the Optionee (or to her
personal representative or other person entitled thereto) a stock certificate
for the number of Shares purchased thereby.

8. TAXES. The Optionee hereby agrees that she is responsible for payment of
the appropriate amount of federal, state and local taxes attributable to the
Optionee's exercise of the Option.

9. SECURITIES LAWS. Neither this Option nor the Shares have been registered
under the Securities Act of 1933, as amended (the "Act"), or under any blue sky
or other state securities laws. Optionee therefore represents and agrees that:
(i) the Option shall not be exercisable unless the purchase of Shares upon the
exercise of the Option is pursuant to an applicable effective registration
statement under the Act, or unless in the opinion of counsel for the Company,
the proposed purchase of such Shares would be exempt from the registration
requirements of the Act, and from the qualification requirements of any state
securities law; (ii) upon exercise of the Option, she will acquire the Shares
for her own account for investment and not with any intent or view to any
distribution, resale or other disposition of the Shares; (iii) she will not sell
or transfer the Shares, unless they are registered under the Act, except in a
transaction that is exempt from registration under the Act, and each certificate
issued to represent any of the Shares shall bear a legend calling attention to
the foregoing restrictions and agreements. The Company may require, as a
condition of the exercise of the Option, that the Optionee sign such further
representations and agreements as it reasonably determines to be necessary or
appropriate to assure and to evidence compliance with the requirements of the
Act.

11. GOVERNING LAW. THIS AGREEMENT IS ENTERED INTO AND SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.

12. AMENDMENT. The terms and conditions contained in the Consulting
Agreement, and as it may be amended from time to time hereafter, are
incorporated into and

-2-

<PAGE>

made a part of this Agreement by reference, as if the same were set forth herein
in full, and all provisions of the Option are made subject to any and all terms
of the Consulting Agreement.

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures in
acknowledgment and acceptance of the above terms and conditions on the date
first above mentioned.

MYSTIQUE DEVELOPMENTS, INC.

By: /s/ Kim M. Fuerst
--------------------------------
Title: President
------------------------------

OPTIONEE

/s/ Lucy Treadway
-------------------------------------
Lucy Treadway

-3-

EXHIBIT 4.11

COLORADO WYOMING RESERVE COMPANY

NON-STATUTORY STOCK OPTION AGREEMENT

THIS AGREEMENT is made as of the 12th day of October, 1997, by and between
COLORADO WYOMING RESERVE COMPANY (formerly Mystique Developments, Inc.), a
Wyoming corporation (the "Company") whose address is 1820 South Elena Avenue,
Suite B, Redondo Beach, California 90277 and DAVID CROCKETT (the "Optionee"),
whose address is 2550 Warm Springs Road, Glen Ellen, California 95442 (together,
the "Parties").

RECITALS

A. As of October 9, 1997, the board of directors of the Company granted a
non-statutory stock option to Optionee, a consultant to the Company, as an
incentive for Optionee to create growth in the value of the Company.

B. The Option was granted pursuant to the terms of the Company's Equity
Incentive Plan, and Optionee desires to obtain such option grant subject to such
terms, and the terms and conditions herein set forth.

IT IS THEREFORE agreed by and between the Parties, for and in
consideration of the premises and the mutual covenants herein contained and for
other good and valuable consideration, as follows:

1. GRANT. The Company hereby confirms and acknowledges that it has granted
to the Optionee on October 9, 1997, an option to purchase 50,000 shares of
common stock, $.01 par value ("Common Stock"), of the Company (the "Option")
upon the terms and conditions herein set forth. The Option is granted as a
matter of separate agreement, and not in lieu of salary or other regular or
special compensation for services.

2. EXERCISE PRICE. The purchase price of the shares of Common Stock which
may be purchased pursuant to the Option (the "Shares") is $1.50 per share, which
the Board has determined to be the fair market value as of October 9, 1997.

3. TERM. The Option shall continue for ten years after the date of grant
set forth in Paragraph 1 unless sooner terminated or modified under the
provisions of this Agreement, and shall automatically expire at 12:00 a.m. on
the tenth anniversary of such date of grant.

4. NUMBER OF SHARES AND VESTING. The Option is immediately vested, and may
be exercised by the Optionee to purchase all or a portion of the total number of
shares of Common Stock specified in Paragraph 1 at any time prior to the
expiration or termination of the Option.

<PAGE>

5. TERMINATION OF OPTION. If the Optionee does not fulfill the terms of
his engagement with the Company, the Option shall terminate upon the Company's
written notice of non-performance to the Optionee.

6. TRANSFERABILITY. The Option is not transferable by the Optionee except
by will or pursuant to the laws of descent and distribution, and is exercisable
during the Optionee's lifetime only by the Optionee or, in the event of
disability or incapacity, by the Optionee's guardian or legal representative.

7. NOTICE OF EXERCISE. The Option may be exercised in whole or in part by
delivering to the Company written notice of exercise, together with payment in
full for the Common Stock being purchased upon such exercise.

8. ISSUANCE OF STOCK CERTIFICATES. The Company will, upon receipt of such
notice and payment, issue or cause to be issued to the Optionee (or to his
personal representative or other person entitled thereto) a stock certificate
for the number of shares purchased thereby.

9. TAXES.The Optionee hereby agrees that he is responsible for payment of
the appropriate amount of federal, state and local taxes attributable to the
Optionee's exercise of the Option.

10. SECURITIES LAWS. Neither this Option nor the shares of Common Stock
have been registered under the Securities Act of 1933, as amended (the "Act") or
under any blue sky or other state securities laws. Optionee therefore represents
and agrees that: (I) the Option shall not be exercisable unless the purchase of
shares upon the exercise of the Option is pursuant to an applicable effective
registration statement under the Act, or unless in the opinion of counsel for
the Company, the proposed purchase of such shares would be exempt from the
registration requirements of the Act and from the qualification requirements of
any state securities law; (ii) upon exercise of the Option, he will acquire the
shares for his own account for investment and not with an intent or view to any
distribution, resale or other disposition of the shares; (iii) he will not sell
or transfer the shares, unless they are registered under the Act, except in a
transaction that is exempt from registration under the Act, and each certificate
issued to represent any of the shares shall bear a legend calling attention to
the foregoing restrictions and agreements. The Company may require, as a
condition of the exercise of the Option, that the Optionee sign such further
representations and agreements as it reasonably determines to be necessary or
appropriate to assure and to evidence compliance with the requirements of the
Act.

11. NO STOCKHOLDER RIGHTS. The Optionee shall have no rights as a
stockholder with respect to the shares which may be purchased pursuant to the
Option until such shares are issued to the Optionee.

12. GOVERNING LAW. THIS AGREEMENT IS ENTERED INTO AND SHALL BE GOVERNED
BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.

-2-

<PAGE>

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures in
acknowledgment and acceptance of the above terms and conditions on the date
first above mentioned.

COLORADO WYOMING RESERVE COMPANY

By: /s/ Kim M. Fuerst
-----------------------------------------
Title: President
--------------------------------------

OPTIONEE

David Crockett
--------------------------------------------
David Crockett

-3-

EXHIBIT 5.1

November 7, 1997

Colorado Wyoming Reserve Company
1820 South Elena Avenue, Suite 600
Redondo Beach, CA 90277

Re: Sale of Shares of Common Stock Pursuant to Registration Statement
on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Colorado Wyoming Reserve Company (formerly
Mystique Developments, Inc.) (the "Company") in connection with the preparation
of a Registration Statement on Form S-8 (the "Registration Statement") filed by
the Company with the Securities and Exchange Commission. The Registration
Statement relates to the registration under the Securities Act of 1933, as
amended (the "1933 Act"), of 3,925,000 shares of the Company's common stock,
$.01 par value per share (the "Shares"), 1,350,000 of which Shares are offered
for resale for the accounts of certain stockholders of the Company. Terms used
herein but not defined have the meanings attributed to those terms in the
Registration Statement.

This opinion is delivered pursuant to the requirements of Item 601(b)(5) of
Regulation S-B under the 1933 Act.

In rendering the following opinion, we have examined and relied only upon
the documents specifically described below. In our examination, we have assumed
the genuineness of all signatures, the authenticity, accuracy and completeness
of the documents submitted to us as originals, and the conformity with the
original documents of all documents submitted to us as copies.

We have not undertaken, nor do we intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records.

The following opinions are limited solely to the applicable provisions of
the Business Corporation Act of the State of Wyoming. While we are not licensed
to practice in the State

<PAGE>

of Wyoming, we have reviewed applicable provisions of the Business Corporation
Act of Wyoming as we have deemed appropriate in connection with the opinions
expressed herein.

Based upon and subject to the foregoing, we are of the opinion that the
shares of the Company's Common Stock registered under the Registration Statement
to be issued pursuant to the exercise of stock options and the warrant, subject
to the proper execution and delivery of stock certificates evidencing the
Shares, when issued and delivered against payment therefor in accordance with
the terms of the Director Option Agreements, the Consultant Option Plans, the
Equity Incentive Plan and the Warrant, and as set forth in the Registration
Statement, will constitute legally issued, fully paid and non-assessable shares
of capital stock of the Company.

We hereby consent to be named in the Registration Statement and Prospectus
as the attorneys who will pass upon legal matters in connection with the
securities registered thereunder and to the filing of this opinion as an Exhibit
to the aforesaid Registration Statement. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the 1933 Act or the rules of the Securities and Exchange
Commission.

Very truly yours,

/s/ Davis, Graham & Stubbs LLP
------------------------------------------------
DAVIS, GRAHAM & STUBBS LLP

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated September 29, 1997, of our audits of the financial
statements of Mystique Developments, Inc. (now known as "Colorado Wyoming
Reserve Company") as of June 30, 1997 and for the years ended June 30, 1997 and
1996.

/s/ Coopers & Lybrand L.L.P.
- -----------------------------------

Denver, Colorado
November 7, 1997