EXHIBIT 10.5

                          REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement dated as of January 29, 2003 (the
"Agreement") is by and among St. Mary Land & Exploration Company, a Delaware
corporation  ("St.  Mary"),  and Flying J Oil & Gas Inc., a Utah corporation
("FJOG"), and Big West Oil & Gas Inc., a Utah corporation ("BWOG").

                                    RECITALS

         WHEREAS,  St.  Mary,  FJOG and BWOG  have  entered  into  that  certain
Purchase  and Sale  Agreement  dated as of December  13, 2002 (the "PSA") by and
among FJOG and BWOG,  NPC Inc., a Colorado  corporation,  and St. Mary,  whereby
upon the  closing of the PSA St.  Mary  shall  issue to FJOG and BWOG a total of
3,380,818  shares (the  "Shares") of St. Mary common stock,  $0.01 par value per
share (the "St. Mary Stock"); and

         WHEREAS,  as a condition  to the  closing of the PSA and in  connection
with the issuance of such Shares of St. Mary Stock, St. Mary, FJOG and BWOG have
agreed that St. Mary shall grant to FJOG and BWOG  certain  registration  rights
with  respect to the Shares of St. Mary Stock  issued  under the PSA,  under the
terms and conditions as set forth in this Agreement.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants and agreements contained herein and in the PSA, and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto hereby agree as follows:

                                    AGREEMENT

         Section 1. Certain  Definitions.  For purposes of this  Agreement,  the
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following terms shall have the following respective meanings:

                  (a)  "Business  Day" shall mean a day other than a Saturday or
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         Sunday or any federal holiday in the United States.

                  (b) "Effectiveness Period" shall have the meaning set forth in
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         Section 2(b) hereof.

                  (c) "Exchange Act" shall mean the  Securities  Exchange Act of
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         1934, as amended.

                  (d) "Form S-3" shall mean such form under the  Securities  Act
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         as in effect  on the date  hereof or any  registration  form  under the
         Securities Act subsequently  adopted by the SEC that permits  inclusion
         or  incorporation  of  substantial  information  by  reference to other
         documents filed by St. Mary with the SEC.

                  (e)  "Holder"   shall  mean  FJOG  or  BWOG  as  a  holder  of
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         Registrable  Securities,  or any transferee or assignee of FJOG or BWOG
         pursuant to the provisions of Section 7 hereof.

                  (f)  "Prospectus"  shall mean the  prospectus  included in the
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         Shelf  Registration  Statement,  as  amended  or  supplemented  by  any
         prospectus  supplement and by all other amendments  thereto,  including
         post-effective  amendments,  and all material incorporated by reference
         into such Prospectus.

                  (g)  "Registrable  Securities"  means the  Shares of St.  Mary
                        -----------------------
         Stock issued to FJOG and BWOG under the PSA,  together  with all shares
         of St. Mary Stock  issued or issuable by St. Mary with  respect to such
         Shares,  until  in the  case of such  Shares  the  earliest  of (i) the
         effective   registration   under  the  Securities  Act  and  resale  in
         accordance with the registration  statement covering such Shares,  (ii)
         at such time that such Shares can be sold by the particular Holder (and
         any  affiliate of the Holder with whom such Holder must  aggregate  its
         sales under Rule 144) in compliance  with Rule 144 under the Securities
         Act in any three month period  without volume  limitations  and without
         registration  (and in the event that  following  the  occurrence of the
         event set forth in this  clause (ii) the Shares for a reason not within
         the reasonable control of the Holder fail to be salable as described in
         this  clause  (ii),  this clause (ii) shall cease to be of any force or
         effect), or (iii) the sale of such Shares to the public under Rule 144.

                  (h) "Rule  144"  shall  mean Rule 144  promulgated  by the SEC
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         under the Securities Act.

                  (i) "Sale  Notice" shall have the meaning set forth in Section
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         3(e) hereof.

                  (j) "Securities Act" shall mean the Securities Act of 1933, as
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         amended.

                  (k) "SEC" shall mean the United States Securities and Exchange
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         Commission.

                  (l) "Shelf Registration  Statement" shall have the meaning set
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         forth in Section 2(a) hereof.

                  (m)  "Suspension  Period"  shall have the meaning set forth in
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         Section 3(b)(i) hereof.

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                  (n)  "Underwritten  Registration" or  "Underwritten  Offering"
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         shall mean a registration  or offering in which  securities of St. Mary
         are sold to an underwriter for reoffering to the public.

                  (o)  "Violation"  shall have the  meaning set forth in Section
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         5(a) hereof.

All  other  capitalized  terms  used  but not  defined  herein  shall  have  the
respective meanings given to them in the PSA.

         Section 2. Form S-3 Shelf Registration.
                    ---------------------------

                  (a)  St.   Mary  shall   prepare  and  file  with  the  SEC  a
         registration  statement  on  Form  S-3  (or,  if Form  S-3 is not  then
         available,  on  such  form  of  registration  statement  that  is  then
         available to effect a registration of all  Registrable  Securities held
         by the Holders, subject to the consent of the Holders) pursuant to Rule
         415 under the Securities  Act for the purpose of registering  under the
         Securities Act all of the  Registrable  Securities  held by the Holders
         for  resale  by,  and  for the  account  of,  the  Holders  as  selling
         stockholders thereunder in order that such registration statement shall
         be  declared  effective  by the SEC upon the  expiration  of two  years
         following the Closing (the "Shelf  Registration  Statement").  St. Mary
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         shall be  obligated  to file  only  one  Shelf  Registration  Statement
         pursuant to this Agreement, and shall include all Holders therein.

                  (b) Subject to Section 3(b)(i) hereof,  St. Mary shall use its
         best  efforts  to keep the Shelf  Registration  Statement  continuously
         effective,  supplemented  and  amended  as  required  pursuant  to  the
         provisions  of Section  3(b) hereof to the extent  necessary  to ensure
         that (i) it is available  for resales by the Holders and (ii)  conforms
         with the  requirements of this Agreement and the Securities Act and the
         rules and  regulations of the SEC  promulgated  thereunder as announced
         from time to time for a period (the "Effectiveness Period") of:
                                              --------------------

                           (i) fifteen  months after the  effective  date of the
                  Shelf Registration Statement; or

                           (ii) such shorter period,  from the effective date of
                  the Shelf Registration  Statement until either of (1) the sale
                  pursuant  to the  Shelf  Registration  Statement  of  all  the
                  Registrable  Securities or (2) at such time that the remaining
                  Registrable  Securities  that are unsold by the Holders can be
                  sold by the Holders  (and any  affiliates  of the Holders with
                  whom such Holders must  aggregate  their sales under Rule 144)
                  in compliance with Rule 144 in any three-month  period without
                  volume limitations and without  registration (and in the event
                  that  following the  occurrence of the event set forth in this
                  clause (ii) the Shares for a reason not within the  reasonable

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                  control of the Holder fail to be salable as  described in this
                  clause  (ii),  this clause (ii) shall cease to be of any force
                  or effect).

                  (c) Each Holder shall furnish to St. Mary such  information as
         St. Mary may reasonably request in writing in connection with the Shelf
         Registration  Statement,  including  information regarding such Holder,
         the Registrable Securities held by such Holder, and the intended method
         of  disposition  of such  securities.  Each  Holder  agrees to  furnish
         promptly to St. Mary all information  required to be disclosed in order
         to make information previously furnished to St. Mary by such Holder not
         materially misleading.

         Section 3. Registration Procedures.
                    -----------------------

                  (a) In connection with the Shelf Registration  Statement,  St.
         Mary shall  comply with all the  provisions  of Section 3(b) hereof and
         shall, in accordance  with Section 2 hereof,  prepare and file with the
         SEC a Shelf  Registration  Statement relating to the registration on an
         appropriate form under the Securities Act.

                  (b) In connection  with the Shelf  Registration  Statement and
         any  Prospectus  required  by this  Agreement  to permit  the resale of
         Registrable Securities, St. Mary shall:

                           (i) Subject to any notice by St.  Mary in  accordance
                  with this Section  3(b) of the  existence of any fact or event
                  of the kind  described in Section  3(b)(iii)(D),  use its best
                  efforts to keep the Shelf Registration  Statement continuously
                  effective during the Effectiveness Period; upon the occurrence
                  of any event that would cause the Shelf Registration Statement
                  or the Prospectus  contained therein (A) to contain a material
                  misstatement  or omission or (B) not be  effective  and usable
                  for  the   resale  of   Registrable   Securities   during  the
                  Effectiveness   Period,   St.  Mary  shall  file  promptly  an
                  appropriate amendment to the Shelf Registration Statement or a
                  report filed with the SEC pursuant to Section 13(a), 13(c), 14
                  or 15(d) of the  Exchange  Act,  in the  case of  clause  (A),
                  correcting any such misstatement or omission, and, in the case
                  of either  clause  (A) or (B),  use its best  efforts to cause
                  such  amendment  to  be  declared   effective  and  the  Shelf
                  Registration  Statement  and the related  Prospectus to become
                  usable  for their  intended  purposes  as soon as  practicable
                  thereafter.   Notwithstanding  the  foregoing,  St.  Mary  may
                  suspend the effectiveness of the Shelf Registration  Statement
                  by written notice to the Holders for a period not to exceed an
                  aggregate of thirty days in any  ninety-day  period (each such
                  period, a "Suspension Period") if:
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                                    (x) an event occurs and is  continuing  as a
                           result  of which  the  Shelf  Registration  Statement
                           would, in St. Mary's reasonable judgment,  contain an

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                           untrue  statement of a material fact or omit to state
                           a  material  fact  required  to be stated  therein or
                           necessary   to  make  the   statements   therein  not
                           misleading; and

                                    (y) St. Mary reasonably  determines that the
                           disclosure  of such  event at such time  would have a
                           material  adverse  effect on the business of St. Mary
                           and its subsidiaries, taken as a whole;

                  provided,  that (A) in the event the  disclosure  relates to a
                  previously  undisclosed  proposed or pending material business
                  transaction,  the  disclosure of which would impede St. Mary's
                  ability to consummate such transaction,  St. Mary may extend a
                  Suspension  Period from thirty days to forty-five days and (B)
                  the Suspension  Periods shall not exceed an aggregate of sixty
                  days in any  180-day  period.  Each  Holder  agrees to hold in
                  confidence any  communication by St. Mary relating to an event
                  described   in   Section   3(b)(i)(x)   and  (y)  or   Section
                  3(b)(iii)(D).

                           (ii)  Prepare  and file with the SEC such  amendments
                  and  post-effective   amendments  to  the  Shelf  Registration
                  Statement as may be  necessary to keep the Shelf  Registration
                  Statement effective during the Effectiveness Period; cause the
                  Prospectus  to be  supplemented  by  any  required  Prospectus
                  supplement,  and as so  supplemented  to be filed  pursuant to
                  Rule 424 under the  Securities  Act,  and to comply fully with
                  the  applicable  provisions  of Rules  424 and 430A  under the
                  Securities  Act  in a  timely  manner;  and  comply  with  the
                  provisions  of  the   Securities   Act  with  respect  to  the
                  disposition   of  all   securities   covered   by  the   Shelf
                  Registration   Statement  during  the  applicable   period  in
                  accordance with the intended method or methods of distribution
                  by the  sellers  thereof  set forth in the Shelf  Registration
                  Statement or supplement to the Prospectus.

                           (iii) Advise the underwriter(s),  if any, and, in the
                  case of (A),  (B), (C) and (D) below,  the  Holders,  promptly
                  and, if requested by such  persons,  to confirm such advice in
                  writing:

                                    (A) when the  Prospectus  or any  Prospectus
                           supplement  or  post-effective   amendment  has  been
                           filed,  and,  with respect to the Shelf  Registration
                           Statement or any  post-effective  amendment  thereto,
                           when the same has become effective,

                                    (B) of any request by the SEC for amendments
                           to the Shelf Registration  Statement or amendments or
                           supplements  to  the  Prospectus  or  for  additional
                           information relating thereto,

                                    (C) of the  issuance  by the SEC of any stop
                           order  suspending  the  effectiveness  of  the  Shelf
                           Registration Statement under the Securities Act or of

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                           the suspension by any state securities  commission of
                           the  qualification of the Registrable  Securities for
                           offering  or  sale  in  any   jurisdiction,   or  the
                           initiation of any proceeding for any of the preceding
                           purposes, or

                                    (D) of the  existence  of  any  fact  or the
                           happening  of any  event,  during  the  Effectiveness
                           Period,  that makes any  statement of a material fact
                           made  in  the  Shelf  Registration   Statement,   the
                           Prospectus,  any amendment or supplement  thereto, or
                           any  document   incorporated  by  reference   therein
                           untrue,  or that requires the making of any additions
                           to or changes in the Shelf Registration  Statement or
                           the  Prospectus  in  order  to  make  the  statements
                           therein not misleading.

                  If at any time the SEC shall  issue any stop order  suspending
                  the effectiveness of the Shelf Registration  Statement, or any
                  state  securities  commission  or other  regulatory  authority
                  shall issue an order suspending the qualification or exemption
                  from  qualification of the Registrable  Securities under state
                  securities  or blue sky  laws,  St.  Mary  shall  use its best
                  efforts to obtain the  withdrawal  or lifting of such order at
                  the earliest practicable time.

                           (iv)  Furnish to one counsel for the Holders and each
                  of the  underwriter(s),  if any, before filing with the SEC, a
                  copy of the Shelf  Registration  Statement  and  copies of any
                  Prospectus  included  therein or any amendments or supplements
                  to either of the Shelf  Registration  Statement or  Prospectus
                  (other than  documents  incorporated  by  reference  after the
                  initial  filing of the Shelf  Registration  Statement),  which
                  documents  will be subject to the review of such  counsel  and
                  underwriter(s),  if any, for a period of five  Business  Days,
                  and St. Mary shall not file the Shelf  Registration  Statement
                  or  Prospectus  or any  amendment or  supplement  to the Shelf
                  Registration  Statement or  Prospectus  (other than  documents
                  incorporated  by  reference)  to  which  such  counsel  or the
                  underwriter(s),  if any, shall  reasonably  object within five
                  Business  Days  after the  receipt  thereof.  Such  counsel or
                  underwriter,  if any,  shall  be  deemed  to  have  reasonably
                  objected to such filing if the Shelf  Registration  Statement,
                  amendment,   Prospectus  or  supplement,   as  applicable,  as
                  proposed  to be filed,  contains  a material  misstatement  or
                  omission.

                           (v)  Subject to the  execution  of a  confidentiality
                  agreement reasonably acceptable to St. Mary, make available at
                  reasonable times for inspection by one or more representatives
                  of  the  Holders,   any  underwriter   participating   in  any
                  distribution pursuant to the Shelf Registration Statement, and
                  any attorney or  accountant  retained by the Holders or any of

                                       6

                  the underwriter(s), all financial and other records, pertinent
                  corporate  documents  and  properties  of St. Mary as shall be
                  reasonably necessary to enable them to exercise any applicable
                  due diligence responsibilities, and cause St. Mary's officers,
                  directors,  managers and  employees to supply all  information
                  reasonably   requested   by   any   such   representative   or
                  representatives  of  the  Holders,  underwriter,  attorney  or
                  accountant in connection with the Shelf Registration Statement
                  after  the  filing  thereof  and  before  its   effectiveness;
                  provided, however, that any information designated by St. Mary
                  as  confidential  at the time of delivery of such  information
                  shall be kept confidential by the recipient thereof.

                           (vi)   If   requested   by   the   Holders   or   the
                  underwriter(s),  if any, incorporate in the Shelf Registration
                  Statement  or   Prospectus,   pursuant  to  a  supplement   or
                  post-effective amendment if necessary, such information as the
                  Holders and underwriter(s),  if any, may reasonably request to
                  have included  therein,  including,  without  limitation:  (1)
                  information  relating  to the  "plan of  distribution"  of the
                  Registrable Securities and (2) any other terms of the offering
                  of the Registrable  Securities;  and make all required filings
                  of such Prospectus  supplement or post-effective  amendment as
                  soon as reasonably  practicable  after St. Mary is notified of
                  the matters to be incorporated  in such Prospectus  supplement
                  or post-effective amendment.

                           (vii)   Furnish  to  the  Holders  and  each  of  the
                  underwriter(s),  if any, without charge,  at least one copy of
                  the Shelf Registration Statement, as first filed with the SEC,
                  and of each amendment thereto (and any documents  incorporated
                  by  reference   therein  or  exhibits   thereto  (or  exhibits
                  incorporated in such exhibits by reference) as such person may
                  request in writing).

                           (viii)  Deliver  to  the  Holders  and  each  of  the
                  underwriter(s),  if any, without charge, as many copies of the
                  Prospectus  (including  each  preliminary  prospectus) and any
                  amendment or supplement thereto as such persons reasonably may
                  request;  subject to any notice by St. Mary in accordance with
                  this Section 3(b) of the existence of any fact or event of the
                  kind  described  in  Section  3(b)(iii)(D),  St.  Mary  hereby
                  consents to the use of the  Prospectus  and any  amendment  or
                  supplement  thereto  by each of the  Holders  and  each of the
                  underwriter(s),  if any, in  connection  with the offering and
                  the  sale  of  the  Registrable   Securities  covered  by  the
                  Prospectus or any amendment or supplement thereto.

                           (ix) If an underwriting agreement is entered into and
                  the  registration  is an Underwritten  Registration,  St. Mary
                  shall:

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                                    (A) upon request, furnish to the Holders and
                           each underwriter, if any, in such substance and scope
                           as they may reasonably request and as are customarily
                           made  by   issuers   to   underwriters   in   primary
                           underwritten  offerings,  upon the date of closing of
                           any sale of Registrable Securities in an Underwritten
                           Registration:

                                             (1) a  certificate,  dated the date
                                    of such closing, signed by (y) the President
                                    and (z) the Vice  President - Finance of St.
                                    Mary  confirming,  as of the  date  thereof,
                                    such matters as such parties may  reasonably
                                    request;

                                             (2)  opinions,  each dated the date
                                    of such  closing,  of  counsel  to St.  Mary
                                    covering  such  matters  as are  customarily
                                    covered in legal opinions to underwriters in
                                    connection    with   primary    underwritten
                                    offerings of securities; and

                                             (3)  customary   comfort   letters,
                                    dated  the  date of such  closing,  from St.
                                    Mary's independent accountants (and from any
                                    other  accountants whose report is contained
                                    or  incorporated  by  reference in the Shelf
                                    Registration  Statement and from whom such a
                                    letter may be  obtained),  in the  customary
                                    form  and  covering   matters  of  the  type
                                    customarily  covered in  comfort  letters to
                                    underwriters   in  connection  with  primary
                                    underwritten offerings of securities;

                                    (B) set  forth  in full in the  underwriting
                           agreement,  if any,  indemnification  provisions  and
                           procedures  which provide  rights no less  protective
                           than those set forth in Section 5 hereof with respect
                           to all parties to be indemnified; and

                                    (C)  deliver   such  other   documents   and
                           certificates  as may be reasonably  requested by such
                           parties to evidence  compliance with clause (A) above
                           and with any  customary  conditions  contained in the
                           underwriting  agreement  or other  agreement  entered
                           into by the Holders pursuant to this clause (ix).

                           (x)  Before  any  public   offering  of   Registrable
                  Securities, cooperate with the Holders, the underwriter(s), if
                  any,  and their  respective  counsel  in  connection  with the
                  registration and  qualification of the Registrable  Securities
                  under the securities or blue sky laws of such jurisdictions as
                  the Holders or underwriter(s),  if any, may reasonably request
                  and do any and all other acts or things necessary or advisable
                  to  enable  the  disposition  in  such  jurisdictions  of  the
                  Registrable  Securities  covered  by  the  Shelf  Registration

                                       8

                  Statement;  provided,  however,  that St.  Mary  shall  not be
                  required  (A) to register or qualify as a foreign  corporation
                  or a dealer of securities  where it is not now so qualified or
                  to take any  action  that would  subject it to the  service of
                  process in any jurisdiction  where it is not now so subject or
                  (B) to subject itself to taxation in any such  jurisdiction if
                  it is not now so subject.

                           (xi)    Cooperate    with   the   Holders   and   the
                  underwriter(s),  if any, to facilitate the timely  preparation
                  and   delivery  of   certificates   representing   Registrable
                  Securities to be sold and not bearing any restrictive  legends
                  (unless  required by applicable  securities  laws to which the
                  Registrable   Securities   are   subject);   and  enable  such
                  Registrable   Securities  to  be  in  such  denominations  and
                  registered in such names as the Holders or the underwriter(s),
                  if any,  may  reasonably  request at least two  Business  Days
                  before  any  sale  of  Registrable  Securities  made  by  such
                  underwriter(s).

                           (xii) Use its best  efforts to cause the  Registrable
                  Securities covered by the Shelf  Registration  Statement to be
                  registered  with or  approved by such other  United  States or
                  state governmental agencies or authorities as may be necessary
                  to enable the sellers thereof or the  underwriter(s),  if any,
                  to consummate the disposition of such Registrable  Securities,
                  subject to the proviso in clause (x) above.

                           (xiii) Subject to Section 3(b)(i) hereof, if any fact
                  or event  contemplated  by Section  3(b)(iii)(D)  hereof shall
                  exist or have  occurred,  use its best  efforts  to  prepare a
                  supplement   or   post-effective   amendment   to  the   Shelf
                  Registration  Statement or related  Prospectus or any document
                  incorporated  therein by reference or file any other  required
                  document so that, as thereafter delivered to the purchasers of
                  Registrable  Securities,  the  Prospectus  will not contain an
                  untrue  statement  of a  material  fact or omit to  state  any
                  material  fact  required to be stated  therein or necessary to
                  make the statements therein not misleading.

                           (xiv) Cooperate and assist in any filings required to
                  be  made  with  the  NYSE  and in the  performance  of any due
                  diligence investigation by any underwriter that is required in
                  accordance with the rules and regulations of the NYSE.

                           (xv)  Otherwise  use its best  efforts to comply with
                  all  applicable  rules  and  regulations  of the  SEC  and all
                  reporting  requirements under the rules and regulations of the
                  Exchange Act.

                           (xvi) Cause all Registrable Securities covered by the
                  Shelf  Registration  Statement to be listed or quoted,  as the
                  case  may  be,  on  each  securities   exchange  or  automated

                                       9

                  quotation system on which securities issued by St. Mary of the
                  same series are then listed or quoted.

                           (xvii)  Provide  promptly to each Holder upon written
                  request  each  document  filed  with the SEC  pursuant  to the
                  requirements  of Section 13 and Section 15 of the Exchange Act
                  after the effective date of the Shelf Registration  Statement,
                  unless such documents are available from EDGAR.

                           (xviii)  If  requested  by  the  underwriters  in  an
                  Underwritten  Offering,  make appropriate officers of St. Mary
                  reasonably  available to the  underwriters  for meetings  with
                  prospective  purchasers  of  the  Registrable  Securities  and
                  prepare and present to  potential  investors  customary  "road
                  show"  materials  in a manner  consistent  with other  similar
                  offerings.

                           (xix)   Use  its  best   efforts   to   qualify   for
                  registration on Form S-3 or its successor form.

                           (xx)  Otherwise  use its best  efforts  to enable the
                  Holders to dispose of the  Registrable  Securities on the most
                  favorable  terms in St. Mary's  customary  securities  trading
                  market.

                  (c) Each Holder  agrees that,  upon receipt of any notice from
         St. Mary of the existence of any fact of the kind  described in Section
         3(b)(iii)(D)  hereof,  such Holder shall,  and shall use its reasonable
         best efforts to cause any  underwriter(s)  in an Underwritten  Offering
         to,  forthwith  discontinue   disposition  of  Registrable   Securities
         pursuant to the Shelf Registration Statement until:

                           (i)  such   Holder   has   received   copies  of  the
                  supplemented  or amended  Prospectus  contemplated  by Section
                  3(b)(xiii) hereof; or

                           (ii) such  Holder is advised  in writing by St.  Mary
                  that  the  use  of the  Prospectus  may be  resumed,  and  has
                  received copies of any additional or supplemental filings that
                  are incorporated by reference in the Prospectus.

         If so directed by St. Mary,  each Holder shall  deliver to St. Mary (at
         St. Mary's  expense) all copies,  other than permanent file copies then
         in such Holder's  possession,  that the Holder agrees to retain, of the
         Prospectus covering such Registrable Securities that was current at the
         time of receipt of such notice of suspension.

                  (d) Each  Holder  shall  furnish to St.  Mary in writing  such
         information regarding such Holder and the proposed distribution by such
         Holder of its Registrable Securities as St. Mary may reasonably request
         for  use  in  connection  with  the  Shelf  Registration  Statement  or
         Prospectus or preliminary  Prospectus included therein. Each Holder who
         intends  to be named as a  selling  Holder  in the  Shelf  Registration

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         Statement shall promptly furnish to St. Mary in writing all information
         required  to be  disclosed  in  order  to make  information  previously
         furnished to St. Mary by such Holder not materially misleading and such
         other information as St. Mary may from time to time reasonably  request
         in writing.

                  (e)  Following  the  effectiveness  of the Shelf  Registration
         Statement,  each Holder shall notify St. Mary at least one Business Day
         prior to any intended distribution or resale of Registrable  Securities
         pursuant to the Shelf Registration  Statement (a "Sale Notice"),  which
                                                           -----------
         notice shall be effective for twenty Business Days. The purpose of such
         Sale Notice is to enable St. Mary to make during such notice period any
         required post-effective  amendment to the Shelf Registration Statement.
         St.  Mary  shall  hold in  confidence  such Sale  Notice  and shall not
         utilize such  information in any other manner for the benefit of itself
         or of any other person. Each Holder agrees to hold any communication by
         St. Mary in response to a Sale Notice in confidence.

         Section 4. Registration  Expenses.  All expenses incurred in connection
                    ----------------------
with St. Mary's performance or compliance with this Agreement, including without
limitation all registration,  filing and qualification  fees,  printing fees and
expenses,  accounting fees and expenses,  fees and  disbursements of counsel for
St. Mary shall be borne by St.  Mary.  Notwithstanding  anything to the contrary
herein,  St. Mary shall not be required to pay for: (a) the  expenses,  fees and
disbursements  of  counsel  for  the  Holders  or any  underwriters,  or (b) any
underwriting  discounts,  commissions  and transfer taxes incurred in connection
with a resale of Registrable Securities.

         Section 5. Indemnification and Contribution.
                    --------------------------------

                  (a)  Indemnification  by St. Mary. To the extent  permitted by
                       ----------------------------
         law,  St. Mary shall  indemnify  and hold  harmless  each  Holder,  the
         officers,  directors,  stockholders,   employees,  representatives  and
         agents of such Holder,  legal counsel and  accountants for such Holder,
         any  underwriter (as defined in the Securities Act) for such Holder and
         each person, if any, who controls such Holder or underwriter within the
         meaning  of  Section  15 of the  Securities  Act or  Section  20 of the
         Exchange Act, against any losses, claims, damages or liabilities (joint
         or several) to which they may become subject under the Securities  Act,
         the Exchange Act or any other federal or state  securities law, insofar
         as such losses,  claims,  damages or liabilities (or actions in respect
         thereof) arise out of or are based on any of the following  statements,
         omissions or violations  (collectively a  "Violation"):  (i) any untrue
                                                    ---------
         statement or alleged  untrue  statement of a material fact contained in
         the Shelf Registration Statement,  including any preliminary prospectus
         or final prospectus  contained therein or any amendments or supplements
         thereto,  (ii) the  omission  or alleged  omission  to state  therein a
         material fact required to be stated  therein,  or necessary to make the
         statements  therein not  misleading,  or (iii) any violation or alleged
         violation by St. Mary of the  Securities  Act,  the  Exchange  Act, any

                                       11

         state  securities law or any rule or regulation  promulgated  under the
         Securities  Act, the Exchange Act or any state  securities law; and St.
         Mary shall reimburse such Holder, underwriter or controlling person for
         any  legal or other  expenses  reasonably  incurred,  as  incurred,  in
         connection  with  investigating  or  defending  any such  loss,  claim,
         damage,  liability or action;  provided that the indemnity agreement in
         this Section 5(a) shall not apply to amounts paid in  settlement of any
         such loss,  claim,  damage,  liability or action if such  settlement is
         effected  without the consent of St. Mary (which  consent  shall not be
         unreasonably withheld or delayed),  nor shall St. Mary be liable in any
         such case for any such loss, claim, damage,  liability or action to the
         extent that it arises out of or is based on a Violation  that occurs in
         reliance  on and  in  conformity  with  written  information  furnished
         expressly for use in connection with such  registration by such Holder,
         underwriter or controlling person.

                  (b) Indemnification by the Holders. To the extent permitted by
                      ------------------------------
         law, each Holder shall  indemnify  and hold harmless St. Mary,  each of
         its directors  and officers who sign the  registration  statement,  the
         stockholders,  employees, representatives and agents of St. Mary, legal
         counsel and  accountants  for St. Mary,  and each  person,  if any, who
         controls  St. Mary  within the meaning of Section 15 of the  Securities
         Act or Section  20 of the  Exchange  Act,  any  underwriter,  any other
         Holder  and any  controlling  person of any such  underwriter  or other
         Holder, against any losses, claims, damages or liabilities to which any
         of the foregoing persons may become subject,  under the Securities Act,
         the Exchange Act or any other federal or state  securities law, insofar
         as such losses,  claims,  damages or liabilities (or actions in respect
         thereof)  arise out of or are based on any  Violation,  in each case to
         the  extent  (and only to the  extent)  that such  Violation  occurs in
         reliance on and in  conformity  with written  information  furnished by
         such Holder expressly for use in connection with such registration; and
         each such Holder shall  reimburse any person intended to be indemnified
         pursuant  to  this  Section  5(b),  for any  legal  or  other  expenses
         reasonably  incurred,  as incurred,  by such person in connection  with
         investigating or defending any such loss, claim,  damage,  liability or
         action;  provided  that the  indemnity  agreement  in this Section 5(b)
         shall not apply to amounts paid in settlement of any such loss,  claim,
         damage,  liability or action if such settlement is effected without the
         consent of the Holder (which consent shall not be unreasonably withheld
         or delayed);  and provided further that in no event shall any indemnity
         by such Holder under this Section 5(b),  when  aggregated  with amounts
         contributed,  if any, pursuant to Section 5(d), exceed the net proceeds
         from the sale of  Registrable  Securities  hereunder  received  by such
         Holder.

                  (c)  Indemnifying  Party Can Participate in Defense.  Promptly
                       ----------------------------------------------
         after receipt by an indemnified party under this Section 5 of notice of
         the  commencement of any action  (including any  governmental  action),

                                       12

         such  indemnified  party shall,  if a claim in respect thereof is to be
         made  against any  indemnifying  party under this Section 5, deliver to
         the  indemnifying  party  notice of the  commencement  thereof  and the
         indemnifying  party shall have the right to participate in, and, to the
         extent that the indemnifying  party so desires,  jointly with any other
         indemnifying  party  similarly  noticed,  to assume the defense thereof
         with counsel  mutually  satisfactory  to the parties;  provided that an
         indemnified party (together with all other indemnified parties that may
         be represented without conflict by one counsel) shall have the right to
         retain one  separate  counsel,  with the  reasonable  fees and expenses
         thereof to be paid by the indemnifying party, if representation of such
         indemnified  party by the counsel  retained by the  indemnifying  party
         would be inappropriate due to actual or potential  differing  interests
         between such indemnified  party and any other party represented by such
         counsel in such  proceeding.  The  failure  to notify the  indemnifying
         party within a reasonable time of the  commencement of any such action,
         if prejudicial to its ability to defend such action, shall relieve such
         indemnifying party of any liability to the indemnified party under this
         Section 5, but the  omission to so notify the  indemnifying  party will
         not  relieve it of any  liability  that it may have to any  indemnified
         party otherwise than under this Section 5.

                  (d) Contribution Where  Indemnification Not Available.  If the
                      -------------------------------------------------
         indemnification  provided  in this  Section  5 is  held  by a court  of
         competent  jurisdiction to be unavailable to an indemnified  party with
         respect to any loss,  liability,  claim,  damage or expense referred to
         herein,  then the  indemnifying  party,  in lieu of  indemnifying  such
         indemnified  party  hereunder,  shall  contribute to the amount paid or
         payable by such indemnified party as a result of such loss,  liability,
         claim,  damage or  expense  in such  proportion  as is  appropriate  to
         reflect the relative  fault of the  indemnifying  party on the one hand
         and of the  indemnified  party  on the  other  in  connection  with the
         statements  or  omissions  that  shall  have  resulted  in  such  loss,
         liability,  claim,  damage or  expense,  as well as any other  relevant
         equitable   considerations;   provided  that  in  no  event  shall  any
         contribution  by a Holder under this Section 5(d), when aggregated with
         amounts paid, if any, pursuant to Section 5(b), exceed the net proceeds
         from the sale of  Registrable  Securities  hereunder  received  by such
         Holder.  The  relative  fault  of  the  indemnifying  party  and of the
         indemnified  party shall be  determined  by  reference  to, among other
         things,  whether the untrue or alleged  untrue  statement of a material
         fact or the omission to state a material  fact  relates to  information
         supplied by the indemnifying  party or by the indemnified party and the
         parties'  relative  intent,  knowledge,  access  to  information,   and
         opportunity to correct or prevent such statement or omission.

                  (e) Underwriting Agreement Shall Control.  Notwithstanding the
                      ------------------------------------
         foregoing,  to the extent that the  provisions on  indemnification  and
         contribution  contained in the underwriting  agreement  entered into in
         connection  with an  Underwritten  Offering  are in  conflict  with the

                                       13

         foregoing  provisions,  the  provisions in the  underwriting  agreement
         shall  control.

                  (f) Survival of Indemnification  Obligations.  The obligations
                      ----------------------------------------
         of St.  Mary and the  Holders  under this  Section 5 shall  survive the
         completion of any offering of Registrable  Securities in a registration
         statement under this Agreement, and otherwise.

         Section 6. Reports under Exchange Act. With a view to making  available
                    --------------------------
to the Holders the benefits of Rule 144 promulgated under the Securities Act and
any other rule or  regulation of the SEC that may at any time permit a Holder to
sell securities of St. Mary to the public without  registration or pursuant to a
registration on Form S-3, St. Mary agrees to:

                  (a)  Make  and  keep   available   adequate   current   public
         information  with respect to St. Mary, as  contemplated by Rule 144, at
         all times;

                  (b) Take such action as is  necessary to enable the Holders to
         utilize Form S-3 for the resale of their Registrable Securities;

                  (c) File with the SEC in a timely manner all reports and other
         documents  required  of St.  Mary  under  the  Securities  Act  and the
         Exchange Act;

                  (d)  Furnish  to a  Holder,  so long as the  Holder  owns  any
         Registrable Securities, promptly upon request:

                           (i) a  written  statement  by St.  Mary  that  it has
                  complied  with the  reporting  requirements  of Rule 144,  the
                  Securities Act and the Exchange Act;

                           (ii) a copy of the most  recent  annual or  quarterly
                  report of St.  Mary and such other  reports and  documents  so
                  filed by St. Mary,  unless such  documents are available  from
                  EDGAR; and

                           (iii) such  other  information  as may be  reasonably
                  requested in availing any Holder of any SEC rule or regulation
                  that  permits  the  selling  of any  such  securities  without
                  registration or pursuant to Form S-3; and

                  (e) Undertake any additional actions  reasonably  necessary to
         maintain the  availability of the Shelf  Registration  Statement or the
         use of Rule 144.

         Section 7. Assignment of Registration  Rights.  The rights to cause St.
                    ----------------------------------
Mary to register  Registrable  Securities  under this  Agreement may be assigned
(but only with all related  obligations) by a Holder to a transferee or assignee
of such Registrable Securities that:

                                       14

                  (a) is a subsidiary, parent or stockholder of a Holder;

                  (b) is an entity  controlling,  controlled  by or under common
         control,  or  under  common  investment  management,   with  a  Holder,
         including  without  limitation a  corporation,  partnership  or limited
         liability  company that is a direct or indirect parent or subsidiary of
         the Holder; or

                  (c) is a transferee  or assignee of more than fifty percent of
         the Registrable Securities;

provided  that:  (i) St. Mary is, within a reasonable  time after such transfer,
notified  of the  name  and  address  of such  transferee  or  assignee  and the
Registrable  Securities with respect to which such registration rights are being
assigned;  (ii) such transferee or assignee agrees in writing to be bound by and
subject to the terms and conditions of this Agreement; and (iii) such assignment
shall be  effective  only if  immediately  following  such  transfer the further
disposition of such securities by the transferee or assignee is restricted under
the Securities Act.

         Section 8. Subsequent  Registration  Rights. From and after the date of
                    --------------------------------
this  Agreement,  St.  Mary may  enter  into any  agreement  with any  holder or
prospective holder of any securities of St. Mary that would allow such holder or
prospective  holder to include such  securities  in the  registration  statement
filed under Section 2 hereof, as long as under the terms of such agreement, such
holder  or  prospective   holder  may  include  such   securities  in  any  such
registration  only to the extent that the inclusion of such  securities will not
reduce  the  amount  of the  Registrable  Securities  of the  Holders  that  are
included.

         Section  9.   Underwritten   Offering.   The  Holders  may  sell  their
                       -----------------------
Registrable  Securities  through an  Underwritten  Offering only with St. Mary's
prior  written  consent,  which  consent  may not be  unreasonably  withheld  or
delayed.  In any such Underwritten  Offering the investment bankers and managers
that will  administer  the offering  shall be selected by the Holders,  provided
that such investment bankers and managers must be reasonably satisfactory to St.
Mary.

         Section 10. Termination of Registration Rights. The registration rights
                     ----------------------------------
granted under this Agreement  shall terminate as to a Holder at such time as the
Holder can sell all Registrable Securities held by the Holder (and any affiliate
of the Holder with whom such Holder must  aggregate its sales under Rule 144) in
compliance  with Rule 144 under the  Securities  Act in any  three-month  period
without volume limitations and without registration.

         Section 11.  Specific  Performance.  St. Mary hereby  acknowledges  and
                      ---------------------
agrees that  irreparable  harm would occur in the event any of the provisions of
this  Agreement  were not performed in accordance  with their  specific terms or
were otherwise  breached,  and that damages would be an inadequate  remedy for a

                                       15

breach of this Agreement.  Therefore,  St. Mary agrees that the Holders shall be
entitled to specific relief hereunder,  including,  without limitation, an order
of  specific  performance  of the terms and  provisions  of this  Agreement,  in
addition to any other  remedy to which they may be entitled at law or in equity.
Any  requirements  for the  securing or posting of any bond in  connection  with
obtaining any such remedy are hereby waived.

         Section 12. Miscellaneous.
                     -------------

                  (a) Notices. All notices,  consents,  requests,  instructions,
                      -------
         authorizations, approvals, waivers and other communications required or
         permitted  by this  Agreement  shall be in writing  and shall be deemed
         duly given to a party when (i) delivered to the appropriate  address by
         hand or by  nationally  recognized  overnight  courier  service  (costs
         prepaid);  (ii)  sent by  facsimile  or  e-mail  with  confirmation  of
         transmission  by the  transmitting  equipment;  or  (iii)  received  or
         rejected by the addressee,  if sent by certified  mail,  return receipt
         requested,  in each case to the addresses,  facsimile numbers or e-mail
         addresses  and marked to the attention of the person (by name or title)
         designated  in the PSA (or to such  other  address,  facsimile  number,
         e-mail  address  or person as a party  may  designate  by notice to the
         other parties).

                  (b) Entire  Agreement.  This  Agreement  sets forth the entire
                      -----------------
         understanding of the parties with respect to the subject matter hereof.

                  (c) Binding Effect.  This Agreement shall inure to the benefit
                      --------------
         of, and shall be binding upon, the parties hereto and their  respective
         successors and permitted assigns  (including  permitted  transferees of
         any  shares of  Registrable  Securities).  Nothing  in this  Agreement,
         expressed  or implied,  is intended to confer on any person  other than
         the parties hereto or their respective successors and permitted assigns
         any rights, remedies,  obligations or liabilities under or by reason of
         this Agreement.

                  (d) Assignment. No party may assign its rights or delegate its
                      ----------
         obligations  hereunder  (whether  voluntarily,   involuntarily,  or  by
         operation  of law)  without  the  prior  written  consent  of the other
         parties,  except as  otherwise  provided in Section 7 hereof.  Any such
         attempted assignment shall be null and void.

                  (e) Further Assurances. The parties agree that at any time and
                      ------------------
         from time to time,  upon the  written  request of a party,  the parties
         will  execute and deliver such  further  documents  and do such further
         acts and things as reasonably  requested to effect the purposes of this
         Agreement.

                                       16

                  (f)  Amendments.  This  Agreement  may be  amended  only by an
                       ----------
         agreement in writing executed by St. Mary and the Holders of a majority
         in interest of the Registrable Securities.

                  (g) Waiver.  The  observance of any term of this Agreement may
                      ------
         be waived  only with the  written  consent  of the party to be bound by
         such waiver. No failure on the part of a party to exercise any right or
         remedy shall operate as a waiver thereof.

                  (h) Governing  Law. This  Agreement  shall  be governed by and
                      --------------
         construed and  interpreted in accordance  with the laws of the State of
         Colorado,  without regard to any conflict of laws  provisions  thereof,
         except that the  Delaware  General  Corporation  Law shall govern as to
         matters of corporate  law  pertaining  to St. Mary and the Utah Revised
         Business  Corporation  Act shall govern as to matters of corporate  law
         pertaining to FJOG and BWOG.

                  (i) Jurisdiction and Venue. The parties  hereto agree that any
                      ----------------------
         actions,  suits  or  proceedings  arising  out of or  relating  to this
         Agreement,  the  transactions   contemplated  hereby  or  any  document
         referred  to herein  shall be  brought  solely and  exclusively  in the
         courts  of the  State of  Colorado  located  in the City and  County of
         Denver,  Colorado  and/or the  courts of The  United  States of America
         located  in the City and County of Denver,  Colorado  (and the  parties
         agree not to commence any action,  suit or proceeding  relating thereto
         except in such courts),  and further agree that service of any process,
         summons,  notice or document by U.S.  registered mail to the respective
         addresses  referred  to in  Section  12(a)  hereof  shall be  effective
         service of process  for any such  action,  suit or  proceeding  brought
         against  any  party in any such  court.  The  parties  irrevocably  and
         unconditionally  waive  any  objection  to the  laying  of venue of any
         action,  suit  or  proceeding  arising  out of  this  Agreement  or the
         transactions  contemplated  hereby,  in  the  courts  of the  State  of
         Colorado or The United States of America located in the City and County
         of Denver, Colorado, and hereby further irrevocably and unconditionally
         waive and agree not to plead or claim in any such  court  that any such
         action,  suit or proceeding  brought in any such court has been brought
         in an inconvenient forum.

                  (j) Severability.   If   any  term,  provision,   covenant  or
                      ------------
         restriction  of  this  Agreement  is  held  by  a  court  of  competent
         jurisdiction to be invalid, void or unenforceable under applicable law,
         the remainder of the terms,  provisions,  covenants and restrictions of
         this  Agreement  shall  remain in full force and effect and shall in no
         way be  affected,  impaired or  invalidated,  and the term,  provision,
         covenant  or  restriction   that  is  held  to  be  invalid,   void  or
         unenforceable  shall be modified so that it accomplishes to the maximum
         extent possible the original business purpose of such term,  provision,
         covenant or restriction in a valid and enforceable manner.

                                       17

                  (k) Attorney  Fees.  If any  action  at law  or in  equity  is
                      --------------
         necessary  to enforce or  interpret  the terms of this  Agreement,  the
         prevailing party shall be entitled to recover reasonable attorney fees,
         costs and  necessary  disbursements  in addition to any other relief to
         which such party may be entitled.

                  (l) Adjustments in Capitalization.  The Registrable Securities
                      -----------------------------
         subject  to this  Agreement  shall  be  subject  to  proportionate  and
         appropriate  adjustment  in the event of any  change  in the  number of
         outstanding  shares of St.  Mary Stock that occurs by reason of a stock
         dividend or split, recapitalization, reclassification, or other similar
         change in capitalization by St. Mary.

                  (m) Headings. The headings,  subheadings and other captions of
                      --------
         this Agreement are for  convenience and reference only and shall not be
         used in interpreting,  construing or enforcing any of the provisions of
         this Agreement.

                  (n) Counterparts and Facsimile Signatures.  This Agreement may
                      -------------------------------------
         be executed in any number of  counterparts,  and signature pages may be
         delivered by facsimile transmission.

                            [Signature page follows]

                                       18

         IN WITNESS WHEREOF,  this  Registration  Rights Agreement has been duly
executed  on  behalf of each of the  parties  hereto  by their  duly  authorized
representatives as of the date first above written.

ST. MARY:

ST. MARY LAND & EXPLORATION COMPANY,
a Delaware corporation


By:/s/ MILAM RANDOLPH PHARO
   --------------------------------------
   Milam Randolph Pharo, Vice President -
   Land and Legal


HOLDERS:

FLYING J OIL & GAS INC.,
a Utah corporation


By:/s/ JOHN R. SCALES
   --------------------------------------
   John R. Scales, President


BIG WEST OIL & GAS INC.,
a Utah corporation


By:/s/ JOHN R. SCALES
   --------------------------------------
   John R. Scales, President


                                       19