S-8

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

ROCKY MOUNTAIN ENERGY CORPORATION

(FORMERLY KNOWN AS EMISSION CONTROL DEVICES, INC.)

(Exact Name of Registrant as Specified in its Charter)

Nevada	84-0989940
(State or Other Jurisdiction of incorporation or organization)	(IRS Employer ID No.)

0-30689

(Commission File No.)

333 N. Sam Houston Parkway E, Suite 910, Houston, TX 77060

(Address of Principal Executive Offices)

281-448-6500

(Issuer's Telephone Number, including Area Code)

Employee and Consultant Compensation Agreement

(Full Title of the Plan)

Gateway Enterprises

3230 E. Flamingo Road, Suite 156

Las Vegas, Nevada 89121

(Name and Address of Agent for Service)

IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ X ]

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Unit/Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
$.001 par value common voting stock	7,600,000	$0.12	$912,000	$ 83.90(1)

(1) Calculated according to Rule 230.457(h) of the Securities and Exchange Commission, based upon the exercise price of the options covering the underlying common stock to be issued under the Plan.

PART I

Item 1. Plan Information.

Plan.

A copy of the Employee and Consultant Compensation Agreement (the "Plan")is attached hereto and incorporated herein by reference.

Item 2. Registrant Information and Employee Plan Annual Information.

Available Information.

Copies of the Plan, 10-KSB Annual Report of the Registrant, all 10-QSB Quarterly Reports, any Current Reports and/or proxy or information statements filed with the Securities and Exchange Commission (the "Commission") during the past twelve months have been provided to the Plan participants, or for those who participate in the Plan in the future, will be provided to the Plan participants.

Additional information regarding the Registrant may be reviewed at the Commission's web site www.sec.gov.

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

The following documents are incorporated by reference into this Registration Statement and made a part hereof, to wit:

(a) The Registrant's 10-KSB;

(b) All other reports filed pursuant to Sections 13(a) or 15(d)of the Securities Exchange Act of 1934 (the "Exchange Act")for the past twelve months;

(c) Not applicable.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and made a part hereof from the date of the filing of such documents.

Item 4. Description of Securities.

The Registrant is authorized to issue $0.001 par value common voting stock.

The holders of the $0.001 par value common stock of the Registrant have traditional rights as to voting, dividends and liquidation. All shares of common stock are entitled to one vote on all matters; there are no pre-emptive rights and cumulative voting is not allowed. The common stock is not subject to redemption and carries no subscription or conversion rights. In the event of liquidation of the Registrant, the holders of common stock are entitled to share equally in corporate assets after satisfaction of all liabilities.

Item 5. Interest of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Executive Officers.

Under the Nevada General Corporation Law, a corporation has the power to indemnify any person who is made a party to any civil, criminal, administrative or investigative proceeding, other than an action by or in the right of the corporation, by reason of the fact that such person was a director, officer, employee or agent of the corporation, against expenses, including reasonable attorneys' fees, judgments, fines and amounts paid in settlement of any such actions; provided, however, in any criminal proceeding, the indemnified person shall have had no reason to believe the conduct committed was unlawful.

The applicable sections of Nevada law concerning indemnification are set forth below:

NRS 78.7502 Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.

1. A corporation may 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, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense. (Added to NRS by 1997, 694)

NRS 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses.

1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

(a) By the stockholders;

(b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

(c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or

(d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

2. The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.

3. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:

(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.

(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

Item 7. Exemption from Registration Claimed.

None.

Item 8. Exhibits.

Exhibit Number	Description
5	Opinion Regarding Legality
23.1	Consent of Michael L. Labertew, Esq.
23.2	Consent of Ham, Langston & Brezina, LLP
99	Employee and Consultant Compensation Agreement

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(a) (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 "1933 Act");

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

(iii) To include any additional or changed material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, only to the extent required by the general rules and regulations of the Commission.

(2) That, for the purpose of determining any liability under the 1933 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.

(b) That for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement 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.

(c) Insofar as indemnification for liabilities arising under the 1933 Act, as amended, may be permitted to directors, executive officers and controlling persons of the Registrant as outlined above or otherwise, the Registrant has been advised that in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, executive officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, executive officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the 1933 Act, 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, on the date or dates appearing opposite the respective signatures hereto.

REGISTRANT:

Date: 2/1/03 By: /s/ John N. Ehrman

John N. Ehrman, President, CEO, Director

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

Date: 2/1/2003	By: /s/ John N. Ehrman
	John N. Ehrman, President, CEO and Director
	By: /s/ Paul Bornstein
	Paul Bornstein, Chairman
	By: /s/ James Hagar
	James Hagar, Secretary/Treasurer
	By: /s/ Steve Leiberman
	Steve Leiberman, Director
	By: /s/ Michael Pugh
	Michael Pugh, Chief Financial Officer

EX-5

EXHIBIT 5.1

(Letterhead of Michael L. Labertew, Esq.)

February 1, 2003

Rocky Mountain Energy Corporation

33 N. Sam Houston Parkway E, Suite 910

Houston, TX 77060

Securities Transfer Corporation

2591 Dallas Parkway, Suite 102

Frisco, TX 75034

Re: Opinion concerning the legality of the securities to be issued pursuant to the Registration Statement on Form S-8 to be filed by Rocky Mountain Energy Corporation, a Nevada corporation

Dear Sirs or Madams:

As counsel for Rocky Mountain Energy Corporation, a Nevada corporation (the "Company"), and in connection with the authorization of 7,600,000 shares of the Company's $0.001 par value common stock (the "Securities") to four employees, and five non-employee directors pursuant to a written compensation and/or stock plan agreement or agreements, copies of which is/are incorporated herein by reference (collectively the "Plan"), and as set forth in Exhibit "A" attached hereto, I have been asked to render an opinion as to the legality of these Securities, which are to be covered by a Registration Statement to be filed by the Company on Form S-8 of the Securities and Exchange Commission (the "Commission"), and as to which this opinion is to be filed as an exhibit.

As you are aware, no services to be performed and billed to you which are in any way related to a "capital raising" or a "stock promotion" transaction may be paid by the issuance of Securities pursuant to the Plan. In this respect, I am relying on the written representations set forth in the Plan.

In connection with rendering my opinion, which is set forth below, I have reviewed and examined originals or copies of the following documents, to-wit:

1. Articles of Incorporation and all amendments thereto;

2. Bylaws;

3. The company's most recent 10-KSB;

4. All SEC filings for the past twelve months, including all 10-QSB's;

5. A copy of the Plan;

6. Securities Act Release No. 7506, dated February 17, 1998, and International Series Release No. 1167, dated March 2, 1999.

I have also examined various other documents, books, records, instruments and certificates of public officials, directors, executive officers and agents of the Company, and have made such investigations as I have deemed reasonable, necessary or prudent under the circumstances. Also, in rendering this opinion, I have reviewed various statutes and judicial precedence as I have deemed relevant or necessary.

Further, as counsel for the Company, I have discussed the items relied upon in rendering this opinion and the documents I have examined with one or more directors and executive officers of the Company, and in all instances, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity with the original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such copies. I have further assumed that the recipients of these Securities under the Plan will have paid the consideration required under the terms of the Plan prior to the issuance of the Securities, and that none of the services performed by the recipients shall be related to "capital raising" transactions.

Based upon the foregoing and in reliance thereon, it is my opinion that, subject to the limitations set forth in the Plan, the Securities to be issued pursuant to the Plan will, upon their issuance and delivery to the recipients thereof, after receipt of full payment therefor, be deemed duly and validly authorized, legally issued and fully paid and non-assessable under Nevada Corporation Law, and may be issued without restrictive legend.

This opinion is expressly limited in scope to the Securities described herein and which are to be expressly covered by the above referenced Registration Statement and does not cover any subsequent issuances of any securities to be made in the future pursuant to any other plans, if any, pertaining to services performed in the future. Any such transactions are required to be included in a new Registration Statement or a post-effective amendment to the above referenced Registration Statement, which will be required to include a revised or a new opinion concerning the legality of the Securities to be issued.

Further, this opinion is limited to the corporate laws of the State of Nevada and the securities laws, rules and regulations of the United States, and I express no opinion with respect to the laws of any other jurisdiction.

I consent to the filing of this opinion with the Commission as an exhibit to the above referenced Registration Statement; however, this opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without my prior written consent, other than for your issuance of the shares as set forth herein.

This opinion is based upon my knowledge of the law and facts as of the date hereof, and I assume no duty to communicate with you with respect to any matter which may hereafter come to my attention.

Yours very sincerely,

/s/ Michael L. Labertew

Attorney at Law

Exhibit "A"

Number of shares to be issued	Name of shareholder
3,200,000 shares	John Ehrman
1,400,000 shares	Steve Lieberman
1,400,000 shares	Paul Bornstein
200,000 shares	Mike Pugh
100,000 shares	James Hagar
100,000 shares	Cheryl Katzenstein
1,000,000 shares	William Brantley
200,000 shares	W. Roderick Johnson

EX-23

EXHIBIT 23.1

(Letterhead of Michael L. Labertew, Esq.)

February 1, 2003

U.S. Securities and Exchange Commission

450 5th Street, N.W.

Washington, D.C. 20549

Re: Consent to be named in the S-8 Registration Statement

of Rocky Mountain Energy Corporation, a Nevada corp., (the

"Registrant"), SEC File No. 0-30689, to be filed on or

after February 1, 2003, covering the registration

and issuance of 7,600,000 shares of common stock to qualified

Employees and Consultants pursuant to an Employee and

Consultant Compensation Agreement

Ladies and Gentlemen:

I hereby consent to be named in the above referenced Registration Statement, and to have my opinion appended as an exhibit thereto.

Very truly yours,

/s/ Michael L. Labertew

Attorney at Law

EX-23

Exhibit 23.1

HAM,

LANGSTON &

BREZINA, L.L.P.

Certified Public Accountants

Consent of Independent Accountants

We consent to the incorporation by reference in the Registration Statement on Form S-8 of Rocky Mountain Energy Corporation of our report, dated January 10, 2003, related to our audit of the consolidated financial statements of Rocky Mountain Energy Corporation for the period from inception, May 10, 2002, to September 30, 2002, which report is included in the September 30, 2002 Annual Report on Form 10-KSB of Rocky Mountain Energy Corporation.

/s/ Ham, Langston & Brezina, L.L.P.

Houston, Texas

January 29, 2003

EX-99

Exhibit 99.1

Employee and Consultant Compensation Agreement

EMPLOYEE AND CONSULTANT COMPENSATION AGREEMENT

THIS EMPLOYEE AND CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this 1st day of February, 2003, among Rocky Mountain Energy Corporation, a Nevada corporation ("RMEC"); and the following individuals who have executed and delivered this Plan by the execution and delivery of the Counterpart Signature Pages or of a separate Consultant Agreement, which are designated as Exhibits "A" through "H" hereof: Steve Lieberman, Paul Bornstein, Mike Pugh, James Hagar, Cheryl Katzenstein, John N. Ehrman, William Brantley, and W. Roderick Johnson.

WHEREAS, the Board of Directors of RMEC has adopted a written compensation agreement for compensation of four employees, and two consultants, all of whom are natural persons; and

WHEREAS, RMEC has engaged the Employees/Consultants to provide services at the request of and subject to the satisfaction of its management; and

WHEREAS, the Employees/Consultants have provided services at the request and subject to the approval of the management of RMEC; and

WHEREAS, a general description of the nature of the services performed and to be performed by the Employees/Consultants and the maximum value of such services under this Plan are listed in the Counterpart Signature Pages and exhibits thereto; and

WHEREAS, RMEC and the Employees/Consultants intend that this Plan and the services performed hereunder shall be made, requested and performed in such a manner that this Plan shall be a "written compensation agreement" as defined in Rule 405 of the Securities and Exchange Commission ("Commission") pursuant to which RMEC may issue "freely tradeable" shares (except as may be limited by "affiliate" status) of its common stock as payment for services rendered pursuant to an S-8 Registration Statement to be filed with the Commission by RMEC;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, it is agreed:

Section 1

Compensation Plan

1.1 Employment. RMEC hereby employs the Employees/Consultants and the Employees/Consultants hereby accept such employment, and have and will perform the services requested by management of RMEC to its satisfaction during the term hereof. The services performed by the Employees/Consultants hereunder have been and will be personally rendered by the Employees/Consultants, and no one acting for or on behalf of the Employees/Consultants, except those persons normally employed by the Employees/Consultants in rendering services to others, such as secretaries, bookkeepers and the like.

1.2 Term. All services performed at the request of RMEC by the Employees/Consultants have either been performed and completed, or shall be performed within one year from the date hereof, at which time this Plan shall terminate, unless extended by written agreement of RMEC and the Employees/Consultants for one additional year. If the Plan shall terminate, and options for unearned shares have been exercised and said shares issued to either consultant pursuant to this Plan, said shares shall be returned by Consultant(s) and canceled by RMEC within ten days of said termination.

1.3 Payment. RMEC and the Employees/Consultants agree that RMEC shall pay the Employees/Consultants for the services performed under this Plan by the issuance of shares of its common stock at a price of $.12 per share as set forth in the attached agreements with and/or invoices from the Employees/Consultants; provided, however, such shares of common stock shall be issued pursuant to and shall be subject to the filing and effectiveness of a Registration Statement on Form S-8 covering such shares with the Commission.

1.4 Common Stock Price. To the extent deemed required or necessary and for all purposes of this Plan, the Employees/Consultants shall have an "option" covering such shares of common stock at the per share price set forth in paragraph 1.4 above during the term hereof; the Employees/Consultants assume the risk of any decrease in the per share price or value of the shares of common stock of RMEC that may be issued by RMEC for services performed by the Employees/Consultants hereunder, and the Employees/Consultants agree that any such decrease shall in no way affect the rights, obligations or duties of the Employees/Consultants hereunder.

1.5 Limitation on Services. None of the services rendered by the Employees/Consultants and paid for by the issuance of shares of common stock of RMEC shall be services related to any "capital raising" or "stock promotion" transaction.

1.6 Delivery of Shares. Upon effectiveness of Registration Statement on Form S-8 of the Commission covering the shares, one or more stock certificates representing such shares shall be delivered to the respective Employees/Consultants at the addresses listed on the Counterpart Signature Pages, unless another address shall be provided to RMEC in writing prior to the issuance of such shares.

1.7 Adjustments in the Number of Shares of Common Stock and Price Per Share. RMEC and the Employees/Consultants agree that the per share price of shares of common stock that may be issued by RMEC to the Employees/Consultants for services performed under this Plan has been arbitrarily set by RMEC; however, in the event RMEC shall undergo a merger, consolidation, reorganization, recapitalization, declare a stock dividend of its shares of common stock or cause to be implemented a forward or reverse stock split which affects the present number of issued and outstanding shares of common stock of RMEC prior to the issuance of shares to the Employees/Consultants, that the per share price and the number of shares issuable to the Employees/Consultants for services actually rendered hereunder after such event shall be appropriately adjusted to reflect any such event.

1.8 Effective Date. The Effective Date of the Plan for each of the Employees/Consultants shall be the date set forth on the respective Counterpart Signature Pages.

Section 2

Representations and Warranties of RMEC

RMEC represents and warrants to, and covenants with, the Employees/Consultants as follows:

2.1 Corporate Status. RMEC is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is licensed or qualified as a foreign corporation in all states in which the nature of its business or the character or ownership of its properties makes such licensing or qualification necessary.

2.2 Compensation Plan. The Board of Directors of RMEC has duly adopted a Compensation Plan as defined in Rule 405 of the Commission pursuant to which RMEC may issue "freely tradeable" shares of its common stock as payment for services rendered, subject to the filing and effectiveness of an S-8 Registration Statement to be filed with the Commission by RMEC.

2.3 Registration Statement on Form S-8. RMEC shall engage the services of a competent professional to prepare and file a Registration Statement on Form S-8 with the Commission to cover the shares of common stock to be issued under the Plan; shall cooperate with such professional in every manner whatsoever to the extent reasonably required or necessary so that such Registration Statement shall be competently prepared, which such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and which such Registration Statement shall become effective immediately upon its filing; such Registration Statement shall be prepared at the sole cost and expense of RMEC; and RMEC will provide to the Employees/Consultants prior to the issuance and delivery of any such shares of common stock a copy of such Registration Statement, the Compensation Plan adopted by its Board of Directors, all quarterly, annual or current reports or other documents incorporated by reference into such Registration Statement and any other similar reports filed or publicly disseminated following the effective date of any such Registration Statement.

2.4 Federal and State Securities Laws, Rules and Regulations. RMEC shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such shares of common stock.

2.5 Limitation on Services. RMEC shall not request the Employees/Consultants to perform any services in connection with any "capital raising" or "stock promotion" transaction under this Plan.

2.6 Reports With the Commission. RMEC is required to file reports with the Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and RMEC has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than one year; and such reports are or will be true and correct in every material respect.

2.7 Corporate Authority and Due Authorization. RMEC has full corporate power and authority to enter into this Plan and to carry out its obligations hereunder. Execution of this Plan and performance by RMEC hereunder have been duly authorized by all requisite corporate action on the part of RMEC, and this Plan constitutes a valid and binding obligation of RMEC and performance hereunder will not violate any provision of the Articles of Incorporation, Bylaws, agreements, mortgages or other commitments of RMEC.

Section 3

Representations and Warranties of the Employees/Consultants

Each of the Employees/Consultants represents and warrants to, and covenants with, RMEC as follows:

3.1 Employment. Each of the Employees/Consultants hereby accepts employment by RMEC for the services performed pursuant to this Agreement. The services performed by the Employees/Consultants hereunder have been personally rendered by the Employees/Consultants, and no one acting for or on behalf of the Employees/Consultants.

3.2 Sophisticated Investors. Each of the Employees/Consultants represents and warrants that, by reason of income, net assets, education, background and business acumen, the Employees/Consultants have the experience and knowledge to evaluate the risks and merits attendant to an investment in shares of common stock of RMEC, either singly or through the aid and assistance of a competent professional, and are fully capable of bearing the economic risk of loss of the total investment of services.

3.3 Suitability of Investment. Prior to the execution of this Plan, each of the Employees/Consultants shall have provided the services outlined in the respective Counterpart Signature Pages to RMEC, and the Employees/Consultants, singly, or through the advice of a competent professional, fully believe that an investment in shares of common stock of RMEC is a suitable investment for the Employees/Consultants.

3.4 Limitation on Services. None of the services rendered by the Employees/Consultants and paid for by the issuance of shares of common stock of RMEC shall be services related to any "capital raising" transaction.

3.5 Authority and Authorization. Each of the Employees/Consultants has full power and authority to enter into this Plan and carry out the obligations hereunder. Execution of this Plan and performance by the Employees/Consultants hereunder constitutes a valid and binding obligation of the Employees/Consultants and performance hereunder will not violate any other agreement to which any of the Employees/Consultants is a party.

Section 4

Indemnity

RMEC and the Employees/Consultants agree to indemnify and hold the other harmless for any loss or damage resulting from any misstatement of a material fact or omission to state a material fact by the other contained herein or contained in the S-8 Registration Statement of RMEC to be filed hereunder, to the extent that any misstatement or omission contained in the Registration Statement was based upon information supplied by the other.

Section 5

Termination

Prior to the performance of services hereunder, this Plan may be terminated (1) by mutual consent of RMEC and the respective Employees/Consultants in writing; (2) by either the Directors of RMEC or the respective Employees/Consultants if there has been a material misrepresentation or material breach of any warranty or covenant by the other party; and (3) shall automatically terminate at the expiration of the term hereof, provided, however, all representations and warranties shall survive the termination hereof; provided, further, however, that any obligation of RMEC to pay for any services actually rendered by the Employees/Consultants hereunder shall survive any such termination.

Section 6

General Provisions

6.1 Further Assurances. At any time, and from time to time, after the execution hereof, each party will execute such additional instruments and take such action as may be reasonably requested by the other party to carry out the intent and purposes of this Plan.

6.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered in person or sent by prepaid first-class registered or certified mail, return receipt requested.

6.3 Entire Agreement. This Plan constitutes the entire agreement between the parties and supersedes and cancels any other agreement, representation, or communication, whether oral or written, between the parties hereto relating to the transactions contemplated herein or the subject matter hereof.

6.4 Headings. The section and subsection headings in this Plan are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Plan.

6.5 Governing law. This Plan shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, except to the extent pre-empted by federal law, in which event (and to that extent only), federal law shall govern.

6.6 Assignment. Neither RMEC nor the Employees/Consultants can assign any rights, duties or obligations under this Plan, and in the event of any such assignment, such assignment shall be deemed null and void.

6.7 Counterparts. This Plan may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Plan effective the day and year first above written.

Rocky Mountain Energy Corporation

By /s/ John N. Ehrman

John N. Ehrman, President and CEO

__________________________________________________________________________________________

EXHIBIT "A"

EMPLOYEE AND CONSULTANT COMPENSATION AGREEMENT

COUNTERPART SIGNATURE PAGE

THIS COUNTERPART SIGNATURE PAGE for that certain Employee and Consultant Compensation Agreement between Rocky Mountain Energy Corporation and the undersigned consultant is executed as of the date set forth herein below.

/s/ Steve Lieberman

Date: February 1, 2003

Number of Shares and Maximum Value of Services

General Description of Services Performed

See Exhibit A-1 attached hereto and incorporated herein by reference

EXHIBIT A-1

February 1, 2003

Rocky Mountain Energy Corporation

33 N. Sam Houston Parkway E, Suite 910

Houston, TX 77060

Re: Compensation

Dear Mr. Ehrman:

This will confirm for purposes of any filing requirements that the shares being issued to me by the Company shall constitute full compensation for all amounts owing to me for my services as a director of and consultant to the Company through the end of the calender year 2002.

Sincerely,

/s/ Steve Lieberman

______________________________________________________________________________________________

EXHIBIT "B"

EMPLOYEE AND CONSULTANT COMPENSATION AGREEMENT

COUNTERPART SIGNATURE PAGE

THIS COUNTERPART SIGNATURE PAGE for that certain Employee and Consultant Compensation Agreement between Rocky Mountain Energy Corporation and the undersigned consultant is executed as of the date set forth herein below.

/s/ Paul Bornstein

Date: February 1, 2003

Number of Shares and Maximum Value of Services

General Description of Services Performed

See Exhibit B-1 attached hereto and incorporated herein by reference

EXHIBIT B-1

February 1, 2003

Rocky Mountain Energy Corporation

33 N. Sam Houston Parkway E, Suite 910

Houston, TX 77060

Re: Compensation

Dear Mr. Ehrman:

This will confirm for purposes of any filing requirements that the shares being issued to me by the Company shall constitute full compensation for all amounts owing to me for my services as a director of and consultant to the Company through the end of the calender year 2002.

Sincerely,

/s/ Paul Bornstein

____________________________________________________________________________________________

EXHIBIT "C"

EMPLOYEE AND CONSULTANT COMPENSATION AGREEMENT

COUNTERPART SIGNATURE PAGE

THIS COUNTERPART SIGNATURE PAGE for that certain Employee and Consultant Compensation Agreement between Rocky Mountain Energy Corporation and the undersigned consultant is executed as of the date set forth herein below.

/s/ Mike Pugh

Date: February 1, 2003

Number of Shares and Maximum Value of Services

General Description of Services Performed

See Exhibit C-1 attached hereto and incorporated herein by reference

EXHIBIT C-1

February 1, 2003

Rocky Mountain Energy Corporation

33 N. Sam Houston Parkway E, Suite 910

Houston, TX 77060

Re: Compensation

Dear Mr. Ehrman:

This will confirm for purposes of any filing requirements that the shares being issued to me by the Company shall constitute full compensation for a portion of the back salary owed to me through the date of October 31, 2002.

Sincerely,

/s/ Mike Pugh

____________________________________________________________________________________________

EXHIBIT "D"

EMPLOYEE AND CONSULTANT COMPENSATION AGREEMENT

COUNTERPART SIGNATURE PAGE

THIS COUNTERPART SIGNATURE PAGE for that certain Employee and Consultant Compensation Agreement between Rocky Mountain Energy Corporation and the undersigned consultant is executed as of the date set forth herein below.

/s/ James Hagar

Date: February 1, 2003

Number of Shares and Maximum Value of Services

General Description of Services Performed

See Exhibit D-1 attached hereto and incorporated herein by reference

EXHIBIT D-1

February 1, 2003

Rocky Mountain Energy Corporation

33 N. Sam Houston Parkway E, Suite 910

Houston, TX 77060

Re: Compensation

Dear Mr. Ehrman:

This will confirm for purposes of any filing requirements that the shares being issued to me by the Company shall constitute full compensation for all back salary owed to me through the date of October 31, 2002.

Sincerely,

/s/ James Hagar

________________________________________________________________________________________________

EXHIBIT "E "

EMPLOYEE AND CONSULTANT COMPENSATION AGREEMENT

COUNTERPART SIGNATURE PAGE

THIS COUNTERPART SIGNATURE PAGE for that certain Employee and Consultant Compensation Agreement between Rocky Mountain Energy Corporation and the undersigned consultant is executed as of the date set forth herein below.

/s/ Cheryl Katzenstein

Date: February 1, 2003

Number of Shares and Maximum Value of Services

General Description of Services Performed

See Exhibit E-1 attached hereto and incorporated herein by reference

EXHIBIT E-1

February 1, 2003

Rocky Mountain Energy Corporation

33 N. Sam Houston Parkway E, Suite 910

Houston, TX 77060

Re: Compensation

Dear Mr. Ehrman:

This will confirm for purposes of any filing requirements that the shares being issued to me by the Company shall constitute full compensation for all back salary owed to me through the date of October 31, 2002.

Sincerely,

/s/ Cheryl Katzenstein

______________________________________________________________________________________________

EXHIBIT "F"

EMPLOYEE AND CONSULTANT COMPENSATION AGREEMENT

COUNTERPART SIGNATURE PAGE

THIS COUNTERPART SIGNATURE PAGE for that certain Employee and Consultant Compensation Agreement between Rocky Mountain Energy Corporation and the undersigned consultant is executed as of the date set forth herein below.

/s/ John N. Ehrman

Date: February 1, 2003

Number of Shares and Maximum Value of Services

General Description of Services Performed

See Exhibit F-1 attached hereto and incorporated herein by reference

EXHIBIT F-1

February 1, 2003

Rocky Mountain Energy Corporation

33 N. Sam Houston Parkway E, Suite 910

Houston, TX 77060

Re: Compensation

Dear Board of Directors:

This will confirm for purposes of any filing requirements that the shares being issued to me by the Company shall constitute full compensation for all back salary owed to me through the date of October 31, 2002.

Sincerely,

/s/ John N. Ehrman

_____________________________________________________________________________________________

EXHIBIT "G"

EMPLOYEE AND CONSULTANT COMPENSATION AGREEMENT

COUNTERPART SIGNATURE PAGE

THIS COUNTERPART SIGNATURE PAGE for that certain Consultant Compensation Agreement between Rocky Mountain Energy Corporation and the undersigned consultant is executed as of the date set forth herein below.

/s/ William Brantley

Date: February 1, 2003

Number of Shares and Maximum Value of Services - 1,000,000 shares / $120,000

General Description of Services Performed - Computer, Website design, Implementation and Marketing of same - 6 month period.

See Exhibit G-1 attached hereto and incorporated herein by reference

EXHIBIT G-1

February 1, 2003

Rocky Mountain Energy Corporation

33 N. Sam Houston Parkway E, Suite 910

Houston, TX 77060

Re: Compensation

Dear Mr. Ehrman:

This will confirm for purposes of any filing requirements that the shares being issued to me by the Company shall constitute full compensation for all amounts owing to me as consultant to the Company for services rendered between November 2002 and May 2003.

Sincerely,

/s/ William Brantley

____________________________________________________________________________________________

EXHIBIT "H"

EMPLOYEE AND CONSULTANT COMPENSATION AGREEMENT

COUNTERPART SIGNATURE PAGE

THIS COUNTERPART SIGNATURE PAGE for that certain Legal Fee Agreement between Rocky Mountain Energy Corporation and the undersigned attorney is executed as of the date set forth herein below.

/s/ W. Roderick Johnson

Date: February 1, 2003

Number of Shares and Maximum Value of Services - 200,000 shares / $26,000

General Description of Services Performed - Legal fees related to several lawsuits

See Exhibit H-1 attached hereto and incorporated herein by reference

EXHIBIT H-1

February 1, 2003

Rocky Mountain Energy Corporation

33 N. Sam Houston Parkway E, Suite 910

Houston, TX 77060

Re: Compensation

Dear Mr. Ehrman:

This will confirm for purposes of any filing requirements that the shares being issued to me by the Company shall constitute full compensation for all amounts owing to me for my services as an attorney to the Company through the end of the calender year 2002.

Sincerely,

/s/ W. Roderick Johnson
____________________________________________________________________________________________