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                                                                   EXHIBIT 10.21

                           BENTON OIL AND GAS COMPANY

                             1999 STOCK OPTION PLAN


      1.  PURPOSE OF THE PLAN

      The 1999 Stock Option Plan (the "Plan") is intended to provide additional
  incentive to certain valued and trusted directors, employees and consultants
  of Benton Oil and Gas Company, a Delaware corporation, and its subsidiaries or
  other affiliates (Benton Oil and Gas Company and/or its subsidiaries and other
  affiliates, as the context may require, is/are referred to herein as the
  "Company"), by encouraging them to acquire shares of the $.01 par value common
  stock of the Company (the "Stock") through options to purchase Stock granted
  pursuant to the Plan ("Options"), thereby increasing such directors',
  employees' and consultants' proprietary interest in the business of the
  Company and providing them with an increased personal interest in the
  continued success and progress of the Company, the result of which will
  promote both the interests of the Company and its shareholders.

      Options granted under the Plan will be either options intended to qualify
  as incentive stock options ("ISOs") within the meaning of Section 422 of the
  Internal Revenue Code of 1986, as amended (the "Code"), subject to paragraph
  15 or non-qualified options ("NQOs"). Each director or employee granted an
  Option (an "Optionee") shall enter into an agreement with the Company (the
  "Option Agreement") setting forth the terms and conditions of the Option, as
  determined in accordance with this Plan.

      2.  ADMINISTRATION OF PLAN

      This Plan shall be administered by the Compensation and Stock Option
  Committee of the Board of Directors of the Company (the "Committee"), to be
  composed of two (2) or more members of the Board of Directors of the Company
  who shall be appointed from time to time by the Board of Directors. The
  Committee shall have the sole and absolute power to make all determinations
  with respect to the administration of the Plan:

      a. Subject to the provisions of the Plan, to determine the terms and
  conditions, of all Options; to construe and interpret the Plan and Options
  granted under it; to determine the time or times an Option may be exercised,
  the number of shares as to which an Option may be exercised at any one time,
  and may when an Option may terminate; to establish, amend and revoke rules and
  regulations relating to the Plan and its administration; and to correct any
  defect, supply any omission, or reconcile any inconsistency in the Plan, or in
  any Option Agreement, in a manner and to the extent it shall deem necessary,
  all of which determinations and interpretations made by the Committee shall be
  conclusive and binding on all Optionees, any other holders of Option and on
  their legal representatives and beneficiaries;

      b. To determine all questions of policy and expediency that may arise in
  the administration of the Plan and generally exercise such powers and perform
  such acts as are deemed necessary or expedient to promote the best interests
  of the Company; and

      c. Except to the extent prohibited by, or impermissible in order to obtain
  treatment desired by the Committee under, applicable law or rule, to allocate
  or delegate all or any portion of its powers and responsibilities to any one
  or more of its members or to any person(s) selected by it, subject to
  revocation or modification by the Committee of such allocation or delegation.

      3.  SHARES SUBJECT TO THE PLAN

      Subject to the provisions of paragraph l3 below, the Stock which may be
  issued pursuant to Options granted under the Plan shall not exceed in the
  aggregate 2,500,000 shares. If any Options granted under the Plan terminate,
  expire or are surrendered without having been exercised in full, the number of
  shares of Stock not purchased under such Options shall be available again for
  the purpose of the Plan.


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      4.   PERSONS ELIGIBLE FOR OPTIONS

      a. All directors, employees and consultants of the Company shall be
  eligible to receive the grant of Options under the Plan. The Committee shall
  determine the employees, directors and consultants to whom Options shall be
  granted, the time or times such Options shall be granted, the type of Option
  to be granted, the number of shares to be subject to each Option and the times
  when each Option may be exercised; provided, however, no Optionee shall be
  granted during any calendar year Options under the Plan to purchase more than
  250,000 shares of Stock. An Optionee, if he or she is otherwise eligible, may
  be granted additional Options. An employee, director or consultant may be
  granted ISOs or NQOs or both under the Plan; provided, however, that the grant
  of ISOs and NQOs to an employee, director or consultant shall be the grant of
  separate Options and each ISO and each NQO shall be specifically designated as
  such in accordance with the applicable provisions of the Department of
  Treasury regulations.

      b. With respect to the granting of ISOs only, no ISO will be granted to an
  Optionee, and an attempted grant of such an ISO will be void, if the aggregate
  Fair Market Value Per Share (as defined below), determined by the Committee at
  the time an ISO is granted, of the Stock with respect to which the ISO and
  previously granted ISOs are exercisable for the first time by such Optionee
  during any calendar year (under all such plans of the Company) exceeds
  $100,000 or such other amount as may be specified in Section 422(d) of the
  Code.

      5.  PURCHASE PRICE

      a. The purchase price of each share of Stock covered by each ISO shall not
  be less than one hundred percent (100%) of the Fair Market Value Per Share (as
  defined below) of the Stock on the date the ISO is granted; provided, however,
  if when an ISO is granted the Optionee receiving the ISO owns or will be
  considered to own by reason of Section 424(d) of the Code more than ten
  percent (10%) of the total combined voting power of all classes of stock of
  the Company, the purchase price of the Stock covered by such ISO shall not be
  less than one hundred and ten percent (110%) of the Fair Market Value Per
  Share of the Stock on the date the ISO is granted. The purchase price of each
  share of Stock covered by each NQO shall be set from time to time by the
  Committee.

      b. "Fair Market Value Per Share" of the Stock shall mean: (i) if the Stock
  is not publicly traded, the amount determined by the Committee on the date of
  the grant of the Option; (ii) if the Stock is traded only otherwise than on a
  securities exchange and is not reported on The Nasdaq National Market
  ("Nasdaq"), the closing quoted selling price of the Stock on the date of grant
  of the Option as quoted in "pink sheets" published by the National Daily
  Quotation Bureau; (iii) if the Stock is traded only otherwise than on a
  securities exchange and is reported on Nasdaq, the closing Nasdaq reported
  sales price of the Stock on the date of grant of the Option, as reported in
  the Wall Street Journal; or (iv),if the Stock is admitted to trading on a
  securities exchange, the closing quoted selling price of the Stock on the date
  of grant of the Option, as reported in the Wall Street Journal. For purposes
  of Items (i) through (iv) of this paragraph, if there were no sales on the
  date of the grant of an Option, the Fair Market Value Per Share shall be
  determined by the Committee in accordance with Section 20.2031-2 of the
  Federal Estate Tax Regulations.

      6.  DURATION OF OPTIONS

      Subject to earlier termination as provided herein, any outstanding Option
  and all unexercised rights thereunder shall expire and terminate automatically
  upon the earlier of (i) the cessation of the employment of the Optionee by the
  Company for any reason other than retirement under normal Company policies,
  death or disability or, as to Options received as a director, the cessation of
  service as a director or consultant of the Company other than by reason of
  death or disability; (ii) the date which is three months following the
  effective date of the Optionee's retirement from the Company's service under
  normal Company policies; (iii) the date which is one year following the date
  on which the Optionee's service with the Company (as an employee, consultant
  or a director, as applicable) ceases due to death or disability, (iv) the date
  of expiration or termination of the Option determined by the Committee at the
  time the Option is granted; and (v) the tenth (10th) annual anniversary date
  of the granting of the Option, or, if when an ISO is granted the Optionee owns
  (or would be considered to own by reason of Section 424(d) of the Code) more
  than ten percent (10%) of the total combined voting power of all classes of
  stock of the Company, then on the fifth (5th) such anniversary; provided,
  however, that the Committee shall have the right, but

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  not the obligation, to extend the expiry of some or all of the Options held by
  an Optionee whose service with the Company as an employee, consultant or a
  director has ceased for any reason to a date up to the end of their original
  terms, notwithstanding that such Options may no longer qualify as ISOs under
  the Code.

      7.  EXERCISE OF OPTIONS

      An Option may be exercisable in installments or otherwise upon such terms
  as the Committee shall determine when the Option is granted. As a condition of
  the exercise, in whole or in part, of any Option, the Committee may require
  the Optionee to pay, in addition to the purchase price of the Stock covered by
  the Option, an amount equal to any Federal, state, local and foreign taxes
  that may be required to be withheld in connection with the exercise of such
  Option. Notwithstanding the foregoing, the Committee may authorize the
  Company's officers to establish procedures for the satisfaction of an
  Optionee's withholding tax liability incurred upon exercise of an Option by
  enabling the Optionee to authorize the Company to retain from the total number
  of shares to be issued pursuant to such Option exercise that number of shares
  (based on the then Fair Market Value Per Share as determined by the Committee)
  that will satisfy the withholding tax due.

      8.  METHOD OF EXERCISE

      a. When the right to purchase shares accrues, Options may be exercised by
  giving written notice to the Company stating the number of shares for which
  the Option is being exercised, accompanied by payment in full by cash, or its
  equivalent, acceptable to the Company, of the purchase price for the shares
  being purchased and, if applicable, any Federal, state, local or foreign taxes
  required to be withheld in accordance with the provisions of paragraph 7
  above. Such additional or different procedures or requirements for the
  exercise of Options may be established from time to time by or as directed by
  the Committee.

      b. In the Committee's discretion, payment of the purchase price for the
  shares may be made in whole or in part with other shares of Stock of the
  Company which are free and clear of all liens and encumbrances. The value of
  the shares of Stock tendered in payment for the shares being purchased shall
  be the Fair Market Value Per Share on the date of the Optionee's notice of
  exercise.

      c. Notwithstanding the foregoing, the Company shall have the right to
  postpone the time of delivery of the shares for such period as may be required
  for the Company, with reasonable diligence, to comply with any applicable
  listing requirements of any national securities exchange or Nasdaq or any
  Federal, state, local or foreign law. If the Optionee, or other person
  entitled to exercise the Option, fails to timely accept delivery of and pay
  for the shares specified in such notice, the Committee shall have the right to
  terminate the Option with respect to such shares.

      9.  CHANGE OF CONTROL PROVISIONS

      a. Impact of Event. Notwithstanding any other provision of the Plan or the
  Option Agreement to the contrary, in the event of a Change of Control, any
  Options outstanding as of the date such Change in Control is determined to
  have occurred, and which are not then exercisable and vested, shall become
  fully exercisable and vested to the full extent of the original grant.

      b. Definition of Change in Control. For purposes of the Plan, a "Change in
  Control" shall mean the happening of any of the following events:

        (i) The acquisition by any individual, entity or group (with the meaning
      of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
      amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
      the meaning of Rule 13d-3 promulgated under the Exchange Act) of 51% or
      more of either (A) the then outstanding shares of common stock of the
      Company (the "Outstanding Company Common Stock") or (B) the combined
      voting power of the then outstanding voting securities of the Company
      entitled to vote generally in the election of directors (the "Outstanding
      Company Voting Securities"); provided, however, that, for purposes of this
      subsection (i), the following acquisitions shall not constitute a Change
      of Control: (1) any acquisition directly from the Company, (2) any
      acquisition by the Company, (3) any acquisition by any

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      employee benefit plan (or related trust) sponsored or maintained by the
      Company or any corporation controlled by the Company or (4) any
      acquisition by any corporation pursuant to a transaction which complies
      with clauses (A), (B) and (C) of subsection (iii) of this Section 9; or

        (ii) Individuals who, as of the date hereof, constitute the Board (the
      "Incumbent Board") cease for any reason to constitute at least a majority
      of the Board; provided, however, that any individual becoming a director
      subsequent to the date hereof whose election, or nomination for election
      by the Company's stockholders, was approved by a vote of at least a
      majority of the directors then comprising the Incumbent Board shall be
      considered as though such individual were a member of the Incumbent Board,
      but excluding, for this purpose, any such individual whose initial
      assumption of office occurs as a result of an actual or threatened
      election contest with respect to the election or removal of directors or
      other actual or threatened solicitation of proxies or consents by or on
      behalf of a Person other than the Board; or

        (iii) Approval by the stockholders of the Company of a reorganization,
      merger or consolidation or sale or other disposition of all or
      substantially all of the assets of the Company or the acquisition of
      assets or stock of another corporation (a "Business Combination"), in each
      case, unless, following such Business Combination, (A) all or
      substantially all of the individuals and entities who were the beneficial
      owners, respectively, of the Outstanding Company Common Stock and
      Outstanding Company Voting Securities immediately prior to such Business
      Combination beneficially won, directly or indirectly, more than 60% of,
      respectively, the then outstanding shares of common stock and the combined
      voting power of the then outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the
      corporation resulting from such Business Combination (including, without
      limitation, a corporation which as a result of such transaction owns the
      Company or all or substantially all of the Company's assets either
      directly or through one or more subsidiaries) in substantially the same
      proportions as their ownership, immediately prior to such Business
      Combination of the Outstanding Company Common Stock and Outstanding
      Company Voting Securities, as the case may be, (B) no Person (excluding
      any corporation resulting from such Business Combination or any employee
      benefit plan (or related trust) of the Company or such corporation
      resulting from such Business Combination) beneficially owns, directly or
      indirectly, 20% or more of, respectively, the then outstanding shares of
      common stock of the corporation resulting from such Business Combination
      or the combined voting power of the then outstanding voting securities of
      such corporation except to the extent that such ownership existed prior to
      the Business Combination and (C) at least a majority of the members of the
      board of directors of the corporation resulting from such Business
      Combination were members of the Incumbent Board at the time of the
      execution of the initial agreement, or of the action of the Board,
      providing for such Business Combination; or

        (iv) Approval by the stockholders of the Company of a complete
      liquidation or dissolution of the Company.

      10.  TRANSFERABILITY OF OPTIONS

      Except as otherwise determined by the Committee, no Option granted under
  the Plan shall be assignable or transferable by the Optionee, either
  voluntarily or by operation of law, other than by will or the laws of descent
  and distribution, and, during the lifetime of the Optionee, shall be
  exercisable only by the Optionee.

      11.  CONTINUANCE OF EMPLOYMENT

      Nothing contained in the Plan or in any Option granted under the Plan
  shall confer upon any Optionee any rights with respect to the continuation of
  employment by 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 Optionee from the rate in existence at the time of the
  granting of any Option.

      12.  RESTRICTIONS ON SHARES

      If the Company shall be advised by counsel that certain requirements under
  the Federal, state or foreign securities laws must be met before Stock may be
  issued under this Plan, the Company shall notify all persons who

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  have been issued Options, and the Company shall have no liability for failure
  to issue Stock under any exercise of Options because of delay while such
  requirements are being met or the inability of the Company to comply with such
  requirements.

     13.  PRIVILEGE OF STOCK OWNERSHIP

     No person entitled to exercise any Option granted under the Plan shall
  have the rights or privileges of a shareholder of the Company for any shares
  of Stock issuable upon exercise of such Option until such person has become
  the holder of record of such shares. No adjustment shall be made for dividends
  or other rights for which the record date is prior to the date on which such
  person becomes the holder of record, except as provided in paragraph 14 below.

     14.  ADJUSTMENT

     a. If the number of outstanding shares of Stock are increased or decreased,
  or such shares are exchanged for a different number or kind of shares or
  securities of the Company through reorganization, merger, recapitalization,
  reclassification, stock dividend, stock split, reverse stock split,
  combination of shares, or other similar transaction, the aggregate number of
  shares of Stock subject to the Plan as provided in paragraph 3 above, the
  maximum number of shares under Options that may be granted to an Optionee
  during any calendar year specified in paragraph 4(a) above, and the shares
  subject to issued and outstanding Options under the Plan shall be
  appropriately and proportionately adjusted by the Committee. Any such
  adjustment in an outstanding Option shall be made without change in the
  aggregate purchase price applicable to the unexercised portion of the Option
  but with an appropriate adjustment in the price for each share or other unit
  of any security covered by the Option. In the event the Committee determines
  that any dividend or other distribution (whether in the form of cash, shares
  of Stock, other securities, or other property), recapitalization, stock split,
  reverse stock split, reorganization, merger, consolidation, split-up,
  spin-off, combination, repurchase, or exchange of shares of Stock or other
  securities of the Company, issuance of warrants or other rights to purchase
  shares of Stock or other securities of the Company, or other similar
  transaction or event affects the shares of Stock or other securities or
  property then covered by Options such that an adjustment other than as
  provided in the foregoing portion of this subparagraph (a) is appropriate in
  order to prevent dilution or enlargement of the benefits or potential benefits
  intended to be made available under the Plan and Options granted thereunder,
  then the Committee shall, in such manner as it may deem equitable, adjust any
  or all of (i) the number and kind of shares of stock (or other securities or
  property) which thereafter may be made the subject of Options, (ii) the number
  and kind of shares of stock (or other securities or property) subject to
  outstanding Options, (iii) the purchase price with respect to any outstanding
  Options, or, if deemed appropriate, make provision for a cash payment to the
  holders of outstanding Options, and (iv) the aggregate number of shares of
  Stock or number and kind of other securities or property subject to the Plan
  and the maximum number of shares or other securities or property under Options
  that may be granted to an Optionee during any calendar year specified in
  paragraph 4(a) above.

     b. Notwithstanding subparagraph (a) of this paragraph, upon the dissolution
  or liquidation of the Company, or upon a reorganization, merger or
  consolidation of the Company with one or more entities as a result of which
  the Company is not the surviving or resulting entity, or upon a sale of
  substantially all of the assets of the Company or the transfer of more than
  80% of the then outstanding Stock of the Company to another entity or person,
  the Plan and any Options granted under the Plan shall terminate upon the
  consummation of the transaction (provided, such Options may be exercised
  effective simultaneously with such consummation to the extent otherwise
  exercisable, giving effect to any acceleration thereof by reason of such
  consummation), and the Committee shall have the right, but shall not be
  obligated, to accelerate the time in which any Option may be exercised prior
  to such termination, unless provision shall be made in writing in connection
  with such transaction for the continuance of the Plan, for the assumption of
  Options previously granted or the substitution for such Options of new options
  to purchase the stock of a successor or resulting entity, or parent or
  subsidiary thereof, with appropriate adjustments as to number and kind of
  shares and the option price, in which event the Plan and Options previously
  granted shall continue in the manner and under the terms so provided;
  provided, however, that the Committee or the Board of Directors shall have the
  authority to amend this paragraph to provide for a requirement that a
  successor or resulting entity assume any outstanding Options.


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      c. Adjustments under this paragraph shall be made by the Committee whose
  determination as to what adjustments shall be made, and the extent thereof,
  shall be final, binding and conclusive. No fractional shares of Stock shall be
  issued under the Plan or in connection with any such adjustment.

      15.  AMENDMENT AND TERMINATION OF PLAN AND SHAREHOLDER APPROVAL

      a. The Board of Directors of the Company, may, from time to time, suspend
  or terminate the Plan or amend or revise the terms of the Plan; provided that
  if and to the extent required by applicable law or rule, any such amendment to
  the Plan shall be subject to approval by a majority of votes cast at a meeting
  of shareholders at which a quorum representing a majority of the Stock is
  present in person or by proxy or such other vote as may be required by such
  law or rule.

      It is currently not anticipated that the Plan will be submitted to the
  shareholders of the Company for approval and therefore, ISO's would not be
  granted under the Plan. However, if the Plan is approved by the shareholders,
  or is otherwise eligible for ISO's, then the Options granted may be ISO's from
  the date of adoption forward.

      b. Subject to the provisions in paragraph 14 above, the Plan shall
  terminate on November 12, 2009.

      c. Subject to the provisions in paragraph 14 above, no amendment,
  suspension or termination of this Plan shall, without the consent of the
  Optionee, adversely affect the rights of such Optionee under any Option
  previously granted to such Optionee under the Plan.

      16.  EFFECTIVE DATE OF PLAN

      The Plan shall become effective November 12, 1999.






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