8-K

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported)
                       February 12, 2003 (January 28, 2003)

                     ST. MARY LAND & EXPLORATION COMPANY
             (Exact name of registrant as specified in its charter)

          Delaware                   001-31539                  41-0518430
(State or other jurisdiction        (Commission               (I.R.S Employer
      of incorporation)             File Number)             Identification No.)


             1776 Lincoln Street, Suite 700, Denver, Colorado 80203
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (303) 861-8140


                                 Not applicable
         (Former name or former address, if changed since last report.)






Item 2.  Acquisition or Disposition of Assets.

         On January 29, 2003, St. Mary Land & Exploration Company (the
"Company") acquired certain oil and gas properties with an estimated 69 BCFE of
proved reserves from Flying J Oil & Gas Inc. and Big West Oil & Gas Inc.
in exchange for 3,380,818 restricted shares of St. Mary common stock. In
addition, St. Mary has made a non-recourse loan to Flying J and Big West of
$71,594,000 at Libor plus 2% for up to a 39-month period, which is secured by a
pledge of these shares of St. Mary stock. During the 39-month loan period Flying
J and Big West can elect to sell their shares of St. Mary stock to the Company
for $71,594,000 plus accrued interest on the loan for the first thirty months,
and St. Mary can elect to purchase the shares for $97,447,000, with the proceeds
applied to the repayment of the loan.

         The shares are subject to contractual restrictions on transfer for a
period of two years and St. Mary will be required to file a registration
statement for the resale of the shares and have it declared effective upon the
expiration of the two-year period. In addition, there is a standstill agreement
whereby Flying J and Big West and their affiliates cannot increase their
percentage ownership of St. Mary for a period of 30 months. St. Mary funded the
$71,594,000 loan through borrowings under its new $300 million bank credit
facility discussed under Item 5 below.

         The acquisition was consummated pursuant to a Purchase and Sale
Agreement dated December 13, 2002 and related agreements executed on January 29,
2003 which are furnished as exhibits to this report. The Company issued a press
release dated January 30, 2003 announcing the completion of the acquisition and
the new credit facility, which press release is also furnished as an exhibit to
this report.

Item 5.  Other Events and Regulation FD Disclosure.

         On January 28, 2003, the Company entered into a new $300 million credit
facility with Wachovia Bank as Administrative Agent and eight other co-agents or
participating banks. The initial calculated borrowing base is set at $250
million after the acquisition of properties from Flying J and Big West as
discussed under Item 2 above, and the mortgage of these properties. St. Mary has
accepted an initial commitment of $150 million under this new facility. The
Company has $76 million of bank debt outstanding after the completion of the
acquisition of properties from Flying J and Big West. At its current level of
borrowing, the loan balance accrues interest at LIBOR plus 1.25%.

Item 7.    Financial Statements and Exhibits.

     (a) Financial statements of businesses acquired.

              Financial statements for the acquired properties are not required
              to be filed with this report.

                                       2


     (b) Pro forma financial information.


              Pro forma financial statements, which give effect to the
              acquisition of the acquired properties, are not required to be
              filed with this report.

     (c) Exhibits.

              The following exhibits are furnished as part of this report:

              Exhibit 10.1*  Purchase and Sale Agreement dated as of December
                             13, 2002 among Flying J Oil & Gas Inc., Big
                             West Oil & Gas Inc., NPC Inc. and St. Mary Land
                             & Exploration Company

              Exhibit 10.2*  Addendum dated January 29, 2003 to Purchase and
                             Sale Agreement dated December 13, 2002

              Exhibit 10.3*  Nonrecourse Secured Promissory Note dated January
                             29, 2003 by Flying J Oil & Gas Inc. and Big
                             West Oil & Gas Inc.

              Exhibit 10.4*  Stock Pledge Agreement from Flying J Oil & Gas
                             Inc. and Big West Oil & Gas Inc. to St. Mary
                             Land & Exploration Company executed as of
                             January 29, 2003

              Exhibit 10.5*  Registration Rights Agreement dated as of January
                             29, 2003 among St. Mary Land & Exploration
                             Company, Flying J Oil & Gas Inc. and Big West
                             Oil & Gas Inc.

              Exhibit 10.6*  Put and Call Option Agreement dated as of January
                             29, 2003 among St. Mary Land & Exploration
                             Company, Flying J Oil & Gas Inc. and Big West
                             Oil & Gas Inc.

              Exhibit 10.7*  Standstill Agreement dated as of January 29, 2003
                             among St. Mary Land & Exploration Company,
                             Flying J Oil & Gas Inc. and Big West Oil &
                             Gas Inc.

              Exhibit 10.8*  Share Transfer Restriction Agreement dated as of
                             January 29, 2003 among St. Mary Land &
                             Exploration Company, Flying J Oil & Gas Inc.
                             and Big West Oil & Gas Inc.

              Exhibit 10.9*  Indemnity Guarantee Agreement dated January 29,
                             2003 between NPC Inc. and Flying J Inc.

              Exhibit 99.1*  Press release of St. Mary Land & Exploration
                             Company dated January 30, 2003

     ---------------
     *   Filed herewith.

                                       3





                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                         ST. MARY LAND & EXPLORATION COMPANY


Date: February 12, 2003                   /s/ RICHARD C. NORRIS
                                         ---------------------
                                         Richard C. Norris
                                         Vice President - Finance,
                                         Treasurer and Secretary


                                       4

EX-10

                                                                    EXHIBIT 10.1

                           PURCHASE AND SALE AGREEMENT
                           ---------------------------

         This Purchase and Sale Agreement ("Agreement") dated as of December 13,
2002, is by and among FLYING J OIL & GAS INC., a Utah  corporation  ("Flying
J")  and  BIG  WEST  OIL  &  GAS  INC.,  a Utah  corporation  ("Big  West"),
(collectively "Seller") and NPC Inc., a Colorado corporation ("Buyer"),  and ST.
MARY LAND  &  EXPLORATION  COMPANY,  a  Delaware  corporation  ("St.  Mary")
relative to the "Interests" (as hereinafter defined).

         In consideration of the mutual promises  contained herein, the benefits
to be derived by each party hereunder and other good and valuable consideration,
the receipt and sufficiency of which are hereby  acknowledged,  Buyer and Seller
agree as follows:

                                   Article I
                                   ---------

                                PURCHASE AND SALE
                                -----------------

         1.01  Purchase  and Sale.  Seller  agrees to sell and  convey and Buyer
               ------------------
agrees to purchase and pay for the Interests subject to the terms and conditions
of this Agreement.

         1.02 Interests. All of Seller's right, title and interest in and to the
              ---------
following  (except  for the  "Excluded  Assets"  defined  below)  which shall be
referred to as the "Interests":

              (a)  All of  Seller's  interests,  in and  to the  entire  estates
created by the leases,  licenses,  permits  and other  agreements  described  in
Exhibit "A" (the "Leases") and the lands described in Exhibit "A" (the "Lands"),
and  including  any  overriding  royalty   interests,   mineral  fee  interests,
reversionary  interests,  production  payments,  net profits interests,  and any
other  interests  Seller  may own in or  affecting  the  oil  and  gas  minerals
underlying the Lands, and including all of Seller's  interests in and to its oil
and gas assets whether correctly described herein unless  specifically  included
within the Excluded Assets, together with (i) all rights,  privileges,  benefits
and powers conferred upon Seller as the holder of the Leases with respect to the
use and occupation of the surface of the Lands that may be necessary, convenient
or incidental to the possession and enjoyment of the Leases,  (ii) all rights in
respect of any pooled, communitized,  or unitized acreage located in whole or in
part within the Lands by virtue of the Leases,  including  rights to  production
from the pool,  communitized  area, or unit  allocated to any Lease being a part
thereof,  regardless  of whether such  production  is from the Lands,  (iii) all
rights,  options,  titles and interests of Seller  granting  Seller the right to
obtain,  or otherwise earn interests within the Lands no matter how earned,  and
(iv) all  tenements,  hereditaments  and  appurtenances  belonging to any of the
foregoing;

              (b)  The  undivided  interests  in and to all of the  oil  and gas
wells,  saltwater  disposal wells and injection wells (the "Wells") as set forth
in Exhibit  "A-1"  together  with all  hydrocarbons  produced from the Wells and
Leases  together  with any tight sands tax  credits  associated  therewith,  gas
balancing positions, and all of the personal property, fixtures and improvements
now or as of the Effective Time (as defined in Section 1.04 below) on the Lands,
appurtenant  thereto or used in  connection  therewith  or with the  production,
gathering, storing, measuring, treating, operating,  maintaining,  marketing, or
transportation  of production  from the Wells,  Lands or Leases or lands pooled,
communitized or unitized therewith,  including all surface or downhole equipment
and personal  property  associated  with the Wells or situated  upon the Leases,
together  with all such surface and downhole  equipment,  fixtures and inventory
and personal  property and equipment,  if any, not  physically  located upon the
Leases,  but used,  or  intended  for use,  in  connection  with the Leases (the
"Equipment") and specifically  including the Sidney,  Montana,  field office and
with any other field office or yard associated with the Leases together with all
real and personal property  comprising or associated with all such field offices
and yards;

              (c)  The  contracts  and  contractual   rights,   obligations  and
interests,  including  all  farmout  agreements,  farmin  agreements,   drilling
contracts, operating agreements, sales contracts, saltwater disposal agreements,
division  orders and  transfer  orders,  hedges,  swaps and collars  relating to
production by Seller and other contracts or agreements covering or affecting any
or all of the Wells, Leases and/or Lands (the "Contracts");

              (d) The easements,  licenses,  authorizations,  permits, rights of
way,  servitudes,  surface  leases,  the building lease for any field office and
similar  rights and  interests  applicable  to the ownership or operation of the
Wells;

              (e) All of  Seller's  right,  title and  interest  in and to those
gathering  pipeline  systems  commencing at or near each Well  connected to each
subsystem and lying upstream of the  interconnects  with other pipeline systems,
all as  designated  and  depicted on Exhibit  "A-2"  hereto (the "Gas  Gathering
Systems")  together with all of Seller's right, title and interest in and to (1)
all easements,  rights-of-way,  licenses, permits and other agreements necessary
or incidental to the ownership,  maintenance  and operation of the Gas Gathering
Systems; (2) all other agreements,  permits, licenses,  contracts,  property and
rights incident or appurtenant to Gas Gathering Systems;  and (3) all pipelines,
gathering  lines,  meters,   meter  runs,  drips,  taps,  valves,   compressors,
generators,  dehydrators, building, facilities,  telecommunication equipment and
other personal property (including,  without limitation,  any inventory) used to
receive gas into a Gas Gathering  System and to transport and redeliver the same
out of such system at the interconnection points depicted on Exhibit "A-2".

              (f) Insofar as such  pertain to the Leases,  Lands,  Wells and the
other equipment,  personal property,  Contracts, Gas Gathering Systems and other
matters described herein, all books,  records,  reports,  manuals,  files, title
documents,  including  correspondence,   records  of  production,   maintenance,
revenue,  sales,  expenses,  warranties,  lease files,  land files,  well files,
division order files, abstracts, title opinions, assignments, reports, and other
written material relating to the Interests and in Seller's possession, including
without limitation,  property records,  contract files, operations files, copies
of tax and  accounting  records (but  excluding  Federal  income tax returns and
records) and files, maps, core data, hydrocarbon analyses,  well logs, mud logs,
field studies, together with other files, contracts, and other records and data,
including all geologic and geophysical  data and seismic data of Seller relating
to the Interests, whether maintained in paper or electronic form(the "Records");
however,  Seller  shall  have  no  obligation  to  furnish  Buyer  any  data  or
information  which  Seller  cannot  provide  to Buyer  because  of  third  party
restrictions.

         1.03 Excluded Assets. As used herein,  "Excluded Assets" means, (a) all
              ---------------
trade credits and all accounts,  instruments  and general  intangibles  (as such
terms are  defined in the Utah  Uniform  Commercial  Code)  attributable  to the
Interests  with respect to any period of time prior to the Effective  Time;  (b)
all  claims  and  causes of action of Seller  (i) except as set forth in Section
5.09,  arising from acts,  omissions or events,  or damage to or  destruction of
property,  occurring  prior to the  Effective  Time,  (ii) arising under or with
respect to any Contracts that are  attributable  to periods of time prior to the
Effective Time  (including  claims for  adjustments  or refunds),  or (iii) with
respect to any of the Excluded  Assets;  (c) all rights and  interests of Seller
(i) under any policy or  agreement of  insurance  or  indemnity,  (ii) under any
bond, or (iii) to any insurance or condemnation  proceeds or awards arising,  in
each  case,  from acts,  omissions  or events,  or damage to or  destruction  of
property,  occurring prior to the Effective Time; (d) all substances produced or
sold  from the  Lands  and  Leases  with  respect  to all  periods  prior to the
Effective  Time,  together  with all proceeds  from or of such  substances;  (e)
claims of Seller  for  refunds  of or loss carry  forwards  with  respect to (i)
production or any other taxes  attributable to any period prior to the Effective
Time,  (ii) income or franchise  taxes,  or (iii) any taxes  attributable to the
Excluded  Assets;  (f) all  amounts due or payable to Seller as  adjustments  to
insurance premiums related to the Interests with respect to any periods prior to
the Effective  Time;  (g) all proceeds,  income or revenues (and any security or
other deposits made)  attributable  to (i) the Interests for any period prior to
the Effective Time, or (ii) any Excluded Assets;  (h) all personal computers and
associated  peripherals and all radio and telephone  equipment except that which
is located on the Wells;  (i) all of  Seller's  proprietary  computer  software,
patents,  trade  secrets,   copyrights,   names,  trademarks,  logos  and  other
intellectual  property;  (j) all documents and instruments of Seller that may be
protected by an attorney-client  privilege; (k) data that cannot be disclosed or
assigned to Buyer as a result of  confidentiality  arrangements under agreements
with persons  unaffiliated  with Seller;  (l) all audit rights arising under any
Contracts or otherwise with respect to any period prior to the Effective Time or
to any of the Excluded Assets;  and, (m) Seller's  interests in and to the Uinta
Basin,  White River Dome and Powder River Basin Coalbed  Methane  properties and
the Rife's Rim Field all as described on Exhibit A-3; and (n) that certain field
office of Seller located in Ballard, Utah.

         1.04 Effective  Time.  The purchase and sale of the Interests  shall be
              ---------------
effective for all purposes as of November 1, 2002, at 12:01 a.m.,  local time at
the location of the Interests (the "Effective Time").

                                   Article II
                                   ----------

                                 PURCHASE PRICE
                                 --------------

         2.01 Purchase  Price.  The purchase  price for the  Interests  shall be
              ---------------
$85,000,000.00  (the  "Purchase  Price"),   which  shall  be  adjusted  only  in
accordance with the provisions of Article V. In addition, the parties shall make
the  adjustments  described  in  Section  2.02  below at and  after  Closing  in
accordance with the terms hereof,  which  adjustments  shall be netted on a cash
basis and paid as provided in this  Agreement.  The Purchase Price shall be paid
by Buyer to Seller at Closing in the form of shares of common stock of St. Mary,
the  "grandparent"  of  Buyer.  These  shares of  common  stock are  hereinafter
referred to as the "St.  Mary Stock."  Assuming an  unadjusted  Purchase  Price,
Seller,  in the  proportions  requested by Seller as to each party  constituting
Seller,  shall have issued to Seller the total of  3,400,000  shares of St. Mary
Stock.  The number of shares of St.  Mary  Stock  shall be  proportionately  and
appropriately  adjusted  in  the  event  of any  stock  split,  stock  dividend,
recapitalization,  reclassification, or any similar capital stock restructure by
St. Mary occurring  prior to Closing.  Additionally,  to the extent the Purchase
Price is adjusted either upward or downward in accordance with the provisions of
Article V hereof,  the number of shares of St. Mary Stock to be issued to Seller
shall  likewise be adjusted  proportionately  based on this  original  number of
shares and the unadjusted Purchase Price.

         2.02  Adjustments  to  Purchase  Price.  The  parties  shall  make  the
               --------------------------------
following  monetary  adjustments  in cash to account for the  various  financial
matters  that will  arise  regarding  the  Interests  both  before and after the
Effective Time as follows:

              (a) The following shall be paid to Seller:


                  (i) The value of all oil and gas in storage or in pipelines or
the tanks and above the pipeline connection or upstream of the sales meter as of
the  Effective  Time which is  credited to the  Interests,  such value to be the
market value or, if applicable, the contract price in effect as of the Effective
Time, less taxes and deductions by the purchaser; provided however, Seller shall
remain  responsible  for the  payment  of any taxes on this  production  and all
royalty,  overriding royalty,  and other non-cost bearing burdens affecting this
production;

                  (ii)  The  amount  of  all   verifiable   expenditures   under
applicable operating agreements or other similar arrangements or agreements and,
in the absence of such agreements,  such expenses of the sort customarily billed
thereunder,  paid by Seller in  connection  with the  Interests  for the  period
subsequent to the Effective Time;

                  (iii) An amount equal to all prepaid expenses  attributable to
the  Interests  that are paid by Seller or any  affiliate of Seller prior to the
Closing Date that inure to the benefit of Buyer and that are, in accordance with
generally accepted accounting  principles,  attributable to the period after the
Effective Time,  including  without  limitation,  prepaid ad valorem,  property,
production,  severance and similar taxes (but not including  income taxes) based
upon or measured by the ownership of property or the production of  hydrocarbons
or the  receipt of proceeds  therefrom;  provided  however,  that ad valorem and
similar  taxes shall be  considered  assessed  for the period for which they are
stated to be  assessed,  even if such  taxes are  calculated  from or based upon
production or other activities occurring in prior periods;

                  (iv) An amount equal to $1.00 per MCF of the underproduced gas
imbalance with respect to any gas production,  pipeline,  storage, processing or
other gas imbalance attributable to the Interests as of the Effective Time; and,

                  (v) Any other amount agreed upon by Seller and Buyer.

              (b) The following shall be paid to Buyer:

                  (i) The value of proceeds  received by Seller from the sale of
oil, gas or other  hydrocarbons  attributable  to the  Interests and relating to
production after the Effective Time, less all applicable taxes not reimbursed to
Seller by a purchaser;  and less all royalties,  overriding  royalties and other
non-cost bearing burdens affecting this production;

                  (ii) An  amount  equal to all  unpaid  ad  valorem,  property,
production,  severance  and similar  taxes and  assessments  (but not  including
income  taxes)  based upon or  measured  by the  ownership  of  property  or the
production of hydrocarbons or the receipt of proceeds  therefrom accruing to the
Interests prior to the Effective  Time;  provided  however,  that ad valorem and
similar  taxes shall be  considered  assessed  for the period for which they are
stated to be  assessed,  even if such  taxes are  calculated  from or based upon
production or other activities occurring in prior periods;

                  (iii) The amount of all authorized and verifiable expenditures
paid by Buyer  for work  actually  done and  performed  in  connection  with the
Interests for the period prior to the Effective Time;

                  (iv) An amount equal to $1.00 per MCF of the  overproduced gas
imbalance with respect to any gas production,  pipeline,  storage, processing or
other gas imbalance attributable to the Interests as of the Effective Time; and,

                  (v) Any other amount agreed upon by Seller and Buyer.

         2.03  Allocation  of  Purchase  Price.  The  Purchase  Price  shall  be
               -------------------------------
allocated  ("Allocated  Value") among the Interests  including the  specifically
identified proved undeveloped  locations and behind pipe intervals,  the hedges,
collars and swaps and other  specifically  identified  items all as set forth in
Exhibit "B" hereto and which has been approved by Seller.

                                  Article III
                                  -----------

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

         3.01  Representations and Warranties of Seller.  Seller, each as to its
               ----------------------------------------
individual ownership position in the Interests, represents and warrants to Buyer
as follows:

              (a)  Flying J and Big West  are each a Utah  corporation,  each is
duly  organized,  validly  existing and in good  standing  under the laws of its
state of  organization,  and each is duly  qualified to carry on its business in
each of the states  identified in Exhibit "A". Flying J is the sole  shareholder
of Big West.

              (b) Seller has the  requisite  power and authority to carry on its
business  as  presently  conducted,  to enter into this  Agreement,  to sell the
Interests  on  the  terms  described  in  this  Agreement  and  to  perform  its
obligations   under  this  Agreement.   The  consummation  of  the  transactions
contemplated  by this Agreement  will not violate,  nor be in conflict with, any
provision of Seller's  governing  documents,  or any  agreement or instrument to
which Seller is a party or is bound, or any judgment,  decree,  order,  statute,
rule or regulation applicable to Seller.

              (c) The execution,  delivery and performance of this Agreement and
the transactions  contemplated  hereby have been duly and validly  authorized by
all  requisite  action on the part of Seller,  including  but not limited to the
approval of this Agreement and the transactions contemplated thereby by Flying J
as the sole shareholder of Big West.

              (d) This  Agreement has been duly executed and delivered on behalf
of Seller,  and at the Closing all documents and instruments  required hereunder
to be  executed  and  delivered  by Seller  shall  have been duly  executed  and
delivered.  This  Agreement  does,  and such  documents and  instruments  shall,
constitute legal and valid obligations of Seller fully enforceable in accordance
with its terms.

              (e) Seller has incurred no liability, contingent or otherwise, for
brokers' or finders'  fees  relating to the  transactions  contemplated  by this
Agreement for which Buyer or St. Mary shall have any responsibility whatsoever.

              (f) To the best of Seller's knowledge,  no claim, demand,  filing,
hearing,   notice  of   violation,   proceeding,   notice   or  demand   letter,
investigation,  administrative proceeding, civil, criminal or other action, suit
or other legal  proceeding is pending or threatened  against Seller relating to,
resulting  from or affecting  the ownership or operation of the  Interests.

              (g) Subject to the provisions of this paragraph and to the best of
Seller's knowledge,  (i) the production and expense data heretofore furnished or
caused  to be  furnished  by  Seller  to  Buyer  (the  "Information"),  and  any
supplement thereto,  was complete and correct in all material respects as of the
date of such delivery, and (ii) the Information,  as of its respective dates and
of the respective dates of its delivery, did not contain a material misstatement
of fact regarding the matters described herein and did not omit to state therein
a material fact  necessary to make the  statements  therein not  misleading,  in
light of the  circumstances  under which they were made.  Except as set forth in
this  Section  3.01 (g) or elsewhere in this  Agreement,  no  representation  or
warranty of any kind is made by Seller as to the  Information or with respect to
the Interests to which the Information  relates and Buyer expressly  agrees that
any  conclusions  drawn  therefrom  shall be the  result of its own  independent
review and judgment. The representations contained in this paragraph shall apply
only to  matters  of  fact,  and  shall  not  apply  to any  information,  data,
printouts, extrapolations,  projections, documentation, maps, graphs, charts, or
tables which reflect, depict, present, portray, or represent, or which are based
upon or derived from,  in whole or in part,  interpretation  of the  Information
including, but not limited to, matters of geological, geophysical,  engineering,
or  scientific  interpretation,  except  that  with  respect  to  the  foregoing
materials  described  in this  sentence  Seller  represents  that they have been
prepared in good faith utilizing  assumptions and other bases which Seller deems
to be reasonable.

              (h) The Interests are subject to a mortgage and lien in favor of a
syndicate of lenders represented by Bank One, NA as Agent pursuant to the Credit
Agreement  among Flying J Oil and Gas Inc. and Big West Oil &  Gas Inc.,  as
Borrowers and Bank One, NA and the  Institutions  named in such Credit Agreement
dated March 15, 2002. The mortgage and lien under this Credit Agreement shall be
released at Closing. Except as provided in this Section 3.01(h), the transfer of
the Interests to Buyer does not violate any covenants or restrictions imposed on
Seller by any bank or other financial  institution in connection with a mortgage
or other instrument, and will not result in the creation or imposition of a lien
on any portion of the Interests.

              (i)  Except as  disclosed  by Seller  in  writing,  to the best of
Seller's  knowledge,  it is in  compliance  with all laws,  rules,  regulations,
ordinances,  codes, orders, licenses,  concessions and permits pertaining to the
Interests.

              (j) To the best of  Seller's  knowledge,  Seller has all  material
governmental  licenses and permits and has properly  made all material  filings,
necessary or appropriate to obtain those licenses and permits to own and operate
the  Interests,  and such  licenses,  permits  and filings are in full force and
effect,  and no  material  violations  exist in  respect  of any such  licenses,
permits  or  filings,  no  proceeding  is  pending  or to the  best of  Seller's
knowledge is threatened looking toward the challenging, revocation or limitation
of any such licenses, permits or filings.

              (k) To the best of Seller's  knowledge,  (i) the material terms of
all Leases, operating agreements, production sales contracts, farmout agreements
and other  contracts or agreements  respecting the Interests can be found either
of record in the counties in which the Interests are located or are reflected or
referenced in Seller's files, and (ii) the Contracts are currently in full force
and effect in accordance with their applicable terms.

              (l) To the best of  Seller's  knowledge,  Seller has  received  no
notice of termination of any of the Leases.

              (m)  Seller  is not (i)  obligated  by  virtue  of any  prepayment
arrangement under any contract for the sale of hydrocarbons,  including "take or
pay" obligation,  hedging or forward sale agreements, or similar provisions or a
production  payment or any other  arrangement to deliver  hydrocarbons  from the
Interests at some future time without then or thereafter  receiving full payment
therefor,  (ii) subject to any production sales  agreements  currently in effect
that cannot be terminated with sixty (60) days prior written  notice,  and (iii)
subject to any calls on production affecting the Interests.

              (n) To the best of  Seller's  knowledge,  information,  and belief
there are no surface use or access agreements currently in force and effect that
would materially interfere with oil and gas operations on the Leases.

              (o)  Except  as  disclosed  on  Schedule  3.01(o),  to the best of
Seller's  knowledge,  none of the Wells  included  within the Interests has been
represented by its operator,  either in a pending AFE or other written  proposal
to other well participants, as being in need of being plugged and abandoned.

              (p)  Subject  to  the  provisions  of  Sections  2.02(a)(iii)  and
2.02(b)(ii),  to the  best of  Seller's  knowledge,  all ad  valorem,  property,
production,  severance and similar taxes and assessments based on or measured by
the ownership of property or the  production of  hydrocarbons  or the receipt of
proceeds  therefrom  with respect to the  Interests for all periods prior to the
Effective Time have been properly paid and all such taxes and assessments  which
must be paid prior to the Closing shall have been properly paid by Seller.

              (q)  Seller has  provided  to Buyer the  hedging,  swap and collar
contracts currently in force and effect regarding the Interests.

              (r) With regard to the hedges,  swaps and collars  included in the
Interests,  there  are no  material  terms  or  conditions  that  have  not been
furnished to Buyer for its review prior to the execution of this Agreement.

              (s) There are no gas  imbalances  affecting the  Interests  beyond
those set forth on the attached Schedule 3.01(s).

              (t) Subject to the provisions of the Registration Rights Agreement
set forth in Exhibit F, Seller, and each of them, is an "accredited investor" as
defined under  Regulation D  promulgated  under the  Securities  Act of 1933, as
amended (the "Act"),  and is acquiring the St. Mary Stock for its own respective
account,  and not with a view to, or for offer of resale in  connection  with, a
distribution  thereof  within  the  meaning  of the  Act and  any  other  rules,
regulations or laws, whether state or federal, pertaining to the distribution of
securities.

         3.02 Representations  and  Warranties of  Buyer. Buyer  represents  and
              ------------------------------------------
warrants to Seller as follows:

              (a)  Buyer  is a  Colorado  corporation  duly  organized,  validly
existing and in good standing under the laws of its state of organization and is
or will be at Closing  duly  qualified  to carry on its  business in each of the
states identified in Exhibit "A".

              (b) Buyer has all  requisite  power and  authority to carry on its
business as presently conducted,  to enter into this Agreement,  to purchase the
Interests  on the terms  described  in this  Agreement  and to perform its other
obligations   under  this  Agreement.   The  consummation  of  the  transactions
contemplated  by this  Agreement  will not violate,  or be in conflict with, any
provision of Buyer's  governing  documents,  or any  agreement or  instrument to
which Buyer is a party or is bound,  or any judgment,  decree,  order,  statute,
rule or regulation applicable to Buyer.

              (c) The execution,  delivery and performance of this Agreement and
the transactions  contemplated  hereby have been duly and validly  authorized by
all requisite action on the part of Buyer.

              (d) This  Agreement has been duly executed and delivered on behalf
of Buyer, and at the Closing all documents and instruments required hereunder to
be executed and delivered by Buyer shall have been duly executed and  delivered.
This Agreement does, and such documents and instruments shall,  constitute legal
and valid obligations of Buyer fully enforceable in accordance with their terms.

              (e) Buyer has incurred no liability,  contingent or otherwise, for
brokers' or finders'  fees  relating to the  transactions  contemplated  by this
Agreement for which Seller shall have any responsibility whatsoever.

              (f) In entering  into this  Agreement,  Buyer has relied solely on
the express  representations  and  covenants  of Seller in this  Agreement,  its
independent  investigation  of, and judgment  with respect to, the Interests and
the  advice  of  its  own  legal,  tax,  economic,  environmental,  engineering,
geological and geophysical advisors and not on any comments or statements of any
representatives  of,  or  consultants  or  advisors  engaged  by  Seller  or its
representatives.

              (g)  Buyer  is  an  experienced  and  knowledgeable  investor  and
operator in the oil and gas  business.  Buyer is acquiring the Interests for its
own account and not with a view to, or for offer of resale in connection with, a
distribution  thereof  within the  meaning  of the  Securities  Act of 1933,  as
amended,  and any other rules,  regulations and laws,  whether state or federal,
pertaining to the distribution of securities.

         3.03     Representations and Warranties of St. Mary.
                  ------------------------------------------

              (a) St. Mary is a Delaware  corporation  duly  organized,  validly
existing and in good standing under the laws of its state of organization.

              (b) St. Mary has all requisite power and authority to carry on its
business as presently conducted, to enter into this Agreement and to perform its
obligations   under  this  Agreement.   The  consummation  of  the  transactions
contemplated  by this  Agreement  will not violate,  or be in conflict with, any
provision of St. Mary's governing  documents,  or any agreement or instrument to
which St. Mary is a party or is bound, or any judgment,  decree, order, statute,
rule or regulation applicable to St. Mary.

              (c) The execution,  delivery and performance of this Agreement and
the transactions  contemplated  hereby have been duly and validly  authorized by
all requisite action on the part of St. Mary.

              (d) This  Agreement has been duly executed and delivered on behalf
of St. Mary, and at the Closing all documents and instruments required hereunder
to be  executed  and  delivered  by St. Mary shall have been duly  executed  and
delivered.  This  Agreement  does,  and such  documents and  instruments  shall,
constitute  legal  and  valid  obligations  of St.  Mary  fully  enforceable  in
accordance with their terms.

              (e) At Closing the St. Mary Stock will have been duly  authorized,
validly issued and will be fully paid and  non-assessable and free of preemptive
rights.

              (f) St. Mary has incurred no  liability,  contingent or otherwise,
for brokers' or finders' fees relating to the transactions  contemplated by this
Agreement for which either Seller shall have any responsibility whatsoever.

              (g) St. Mary has filed all  required  reports,  schedules,  forms,
statements  and other  documents  required to be filed with the  Securities  and
Exchange Commission ("SEC")  (collectively,  including all exhibits thereto, the
"St. Mary SEC Reports"). No direct or indirect subsidiary of St. Mary, including
Buyer, is required to file any form, report or other document with the SEC. None
of the St. Mary SEC Reports,  as of their  respective  dates (and, if amended or
superceded by filings prior to the date of this  Agreement or the Closing,  then
on the date of such filing),  contained any untrue  statement of a material fact
or omitted  to state a  material  fact to be  required  to be stated  therein or
necessary to make the statements  therein,  in light of the circumstances  under
which  they  were  made,  not  misleading.  Each  of  the  financial  statements
(including  the related  notes)  included  in the St. Mary SEC Reports  presents
thoroughly,  in all material respects,  the consolidated  financial position and
consolidated results of operations and cash flows of St. Mary and its direct and
indirect  subsidiaries as of the respective dates or for the respective  periods
set forth therein,  all in accordance with GAAP consistently  applied during the
periods  involved  except as otherwise  noted therein.  All of such St. Mary SEC
Reports,  as of their  respective  dates (and as of the date of any amendment to
the respective St. Mary SEC Report),  comply as to form in all material respects
with  the  applicable  requirements  of the  Securities  Act  of  1933  and  the
Securities  Exchange  Act of 1934,  as  amended,  and the rules and  regulations
promulgated thereunder.

              (h) Since  September  30,  2002,  there has not been any  material
adverse change in, or event or condition which has had a material adverse effect
on, the condition (financial or otherwise),  properties,  assets, liabilities of
St.  Mary  (other  than any change or  circumstance  relating  to the economy or
securities markets in general or to the oil and gas industry in general).

              (i) St. Mary has not caused any  material act or omission to occur
which  (i)  is  improper  under  the  laws,  regulations,  or  accounting  rules
applicable  to St. Mary and (ii) has  resulted or would be likely to result when
discovered in a material  decline in the average  trading price for the publicly
traded shares of St. Mary common stock.

              (j) At Closing  the St.  Mary Stock shall be free and clear of all
liens,  security  interests,   options,   rights  of  first  refusal  and  other
encumbrances of every nature whatsoever, excepting however, the stock pledge and
the call option  granted to St. Mary,  and the share  transfer  restriction  and
standstill  agreement  obligation of Seller pursuant to the exhibits attached to
this Agreement.

              (k)  Buyer  is  a  wholly-owned   subsidiary  of  Nance  Petroleum
Corporation which is a wholly-owned subsidiary of St. Mary.

                                   Article IV
                                   ----------

                                    COVENANTS
                                    ---------

         4.01 Covenants of Seller.  Seller  covenants and agrees with Buyer that
              -------------------
from the date hereof to the Closing Date, except (i) as provided herein, (ii) as
required by any obligation,  agreement,  lease, contract or instrument affecting
the Interests,  or (iii) as otherwise  consented to in writing by Buyer,  Seller
shall:

              (a) Give Buyer and its representatives access to, and the right to
copy, at Buyer's  expense,  all  information in its  possession  relating to the
Interests unless  specifically  precluded by a third party agreement which shall
include, without limitation,  title opinions,  abstracts of title, land records,
accounting records, production records, operating expense records,  engineering,
geological and geophysical data,  development  plans and permits,  and any other
information  of whatsoever  kind relating to the production and operation of the
Interests.  All such information shall be open to inspection and photocopying at
Seller's offices at any reasonable time during the term of this Agreement. Prior
to  Closing,   all  such  information  shall  remain  subject  to  the  existing
Confidentiality  Agreements  dated May 20, 2002,  and December 13, 2002,  by and
between  parties hereto or their  affiliates,  which  agreements  will also bind
Buyer as though it were an original signatory thereto.

              (b) Prior to the Closing, Seller shall continue to operate its oil
and gas  business in the  ordinary  course and  generally  consistent  with past
practice,  and Seller shall give Buyer  prompt  notice of what it believes to be
any  material  occurrence  in its  business.  From  and  after  the date of this
Agreement,  Seller shall not, except as set forth in Schedule  4.01(b)  attached
hereto,  (i) enter into any new  agreements or  commitments  with respect to the
Interests  which terms would extend beyond the Closing,  (ii) conduct any single
or related series of capital or workover  projects with respect to the Interests
with a total cost in excess of $100,000,  (iii)  abandon any Well located on the
Leases nor  release or abandon  all or any  portion of any of the  Leases,  (iv)
modify or terminate any of the existing  agreements  and (v)  encumber,  sell or
otherwise  dispose of any of the Interests other than personal  property that is
replaced by equivalent  property and production  sold in the ordinary  course of
business  and  which is  accounted  for  hereunder  or  consumed  in the  normal
operation of the Interests.

              (c)  Take  or  cause  to be  taken  all  such  actions  as  may be
reasonably  necessary or advisable to consummate  and make effective the sale of
the Interests and the transactions  contemplated by this Agreement and to assure
that as of the Closing  Date it will not be under any  material  organizational,
legal or  contractual  restriction  that  would  prohibit  or delay  the  timely
consummation of such transactions.

              (d) Promptly notify Buyer (i) if any representation or warranty of
Seller  contained in this  Agreement is discovered to be or becomes  untrue,  or
(ii) if  Seller  fails to  perform  or comply  with any  covenant  or  agreement
contained in this Agreement or it is reasonably  anticipated that Seller will be
unable to perform or comply with any  covenant or  agreement  contained  in this
Agreement.

              (e) Keep and maintain  all  policies of insurance  relating to the
Interests in full force and effect through Closing.

              (f) Cooperate  with Buyer in the  notification  of all  applicable
governmental regulatory authorities of the transactions  contemplated hereby and
cooperate  with Buyer in obtaining  the issuance by each such  authority of such
permits,  licenses and  authorizations  as may be necessary for Buyer to own and
operate  the  Interests   following  the   consummation   of  the   transactions
contemplated by this Agreement.

              (g)  Exercise  all due  diligence  in  safe-guarding  and securely
maintaining all engineering,  geological and geophysical data, reports and maps,
all other  confidential  information,  in any medium or form whatsoever,  in the
possession of Seller relating to the Interests.

              (h) Promptly  notify Buyer if any material  adverse  change occurs
with respect to the Interests.

              (i)  Immediately  cease and cause to be  terminated  all  existing
discussions  and  negotiations,  if any such exist,  with any parties  conducted
heretofore  with respect to any  Acquisition  Proposal.  As used in this Section
4.01(i),  "Acquisition  Proposal"  means any tender offer or exchange offer by a
non-affiliated  third party for fifty percent or more of the outstanding  shares
of  common  stock  either or both of the  parties  constituting  Seller,  or any
proposal or offer by a non-affiliated  third party for a merger,  consolidation,
amalgamation or other business  combination  involving either party constituting
Seller,  or  any  equity  securities  (or  securities  convertible  into  equity
securities) of either party  constituting  Seller, or any proposal or offer by a
non-affiliated  third party to acquire in any manner a fifty  percent or greater
equity or beneficial  interest in, or a material  portion of the assets or value
of either party  constituting  Seller,  other than pursuant to the  transactions
contemplated by this Agreement.  Unless and until this Agreement shall have been
terminated,  the  parties  constituting  Seller  shall not  permit  any of their
respective officers,  directors,  employees, agents, financial advisors, counsel
or other representatives  (collectively,  the "Representatives") to, directly or
indirectly  (i)  solicit,  initiate  or take  any  action  with  the  intent  of
facilitating  the making of, any offer or proposal that  constitutes  or that is
reasonably likely to lead to any Acquisition  Proposal,  (ii) participate in any
discussions or negotiations regarding any Acquisition Proposal, or (iii) furnish
to any person or business  entity (other than St. Mary,  Buyer, or any affiliate
or Representative of Seller) any nonpublic information or nonpublic data outside
the ordinary course of conducting  Seller's business.  Seller shall notify Buyer
of any such inquiries, offers or proposals (including the identity of the person
or entity making any inquiry,  offer or proposal) as promptly as possible and in
any event within  twenty four hours after receipt  thereof or the  occurrence of
such events, as appropriate.

              (j)  Subject to the  provisions  of Section  2.02(a)(iii),  Seller
shall pay all ad valorem, property, production,  severance and similar taxes and
assessments with respect to the Interests for all periods prior to the Effective
Time.

              (k) Seller shall retain and discharge all of its  liabilities  and
obligations  accruing  prior to Closing  other than  those  associated  with the
operation and  maintenance  of the Interests in the ordinary  course of business
and incurred from the Effective Time until Closing,  unless such liabilities and
obligations  are otherwise  specifically  attributed to Buyer in accordance with
the terms of this Agreement.

              (l)   Seller   shall   grant   Buyer,   or   Buyer's    authorized
representatives,  at all  reasonable  times prior to Closing  and upon  adequate
notice to Seller, physical access to the Interests for the purpose of inspecting
same insofar as Seller is the operator  for such  portion of the  Interests.  If
Seller is not the  operator of the  affected  portion of the  Interests,  Seller
shall  make  a  good  faith  effort  to  give  Buyer,   or  Buyer's   authorized
representatives,  at all  reasonable  times before  Closing,  and upon  adequate
notice to  Seller,  physical  access to such  portion of the  Interests  for the
purpose  of  inspecting  the  same.  Where  Seller  is not the  operator,  Buyer
recognizes  that  Seller's  ability  to  obtain  access to such  portion  of the
Interests  and the  manner  and  extent of such  access is subject to the rules,
regulations and conditions of such third party operators. Buyer agrees to comply
fully  with the  rules,  regulations  and  instructions  issued by Seller or the
operator  of such  property  where  Seller is not the  operator,  regarding  the
actions of Buyer while upon, entering or leaving the Interests.

         4.02  Covenants  of Buyer  and St.  Mary.  Buyer,  and St.  Mary  where
               ----------------------------------
specifically so identified,  each covenants and agrees with Seller that from the
date  hereof to the Closing  Date,  except (i) as  provided  herein,  or (ii) as
otherwise  consented to in writing by Seller,  Buyer,  and as  appropriate,  St.
Mary, shall:

              (a) Take or cause to be taken all such actions as may be necessary
or advisable to consummate  and make effective the purchase of the Interests and
the  transactions  contemplated  by this  Agreement and to assure that as of the
Closing  Date it  will  not be  under  any  material  organizational,  legal  or
contractual  restriction that would prohibit or delay the timely consummation of
such transactions.

              (b)  Cause  all  the   representations  and  warranties  of  Buyer
contained  in this  Agreement  to be true and  correct on and as of the  Closing
Date.

              (c) Promptly notify Seller (i) if any  representation  or warranty
of Buyer contained in this Agreement is discovered to be or becomes  untrue,  or
(ii) if  Buyer  fails to  perform  or  comply  with any  covenant  or  agreement
contained in this Agreement or it is reasonably  anticipated  that Buyer will be
unable to perform or comply with any  covenant or  agreement  contained  in this
Agreement.

              (d)  St.   Mary   shall,   subject  to  the   provisions   of  the
Confidentiality  Agreement between St. Mary and Seller, provide Seller with full
access  at  all  reasonable  times  to  its  assets,  liabilities,  records  and
employees,  and shall provide such other  information  as Seller may  reasonably
request in order for Seller to have the  opportunity  to confirm the accuracy of
the representations and warranties of St. Mary as contained herein.

              (e) St. Mary shall  maintain  its books,  records  and  accounting
practices in accordance with generally accepted accounting  principles,  and all
applicable  laws,  rules,  orders,  regulations and directives of any applicable
federal and/or state governing body or regulatory authority. St. Mary shall file
in a timely manner all certifications, reports, forms, schedules, statements and
other  documents  required  by the  SEC,  New York  Stock  Exchange,  and  other
applicable regulatory authorities.

              (f) St. Mary shall obtain any necessary authorizations,  approvals
or consents from any governmental,  regulatory agency or any securities exchange
necessary for the execution, delivery or performance of this Agreement.

              (g) St. Mary shall  cause the Shares of St.  Mary Stock  issued to
Seller upon the Closing to be approved for listing  (subject to official  notice
of issuance) on the New York Stock Exchange.

              (h) Prior to the  Closing,  Buyer will  satisfy  all  bonding  and
regulatory  requirements  of all state and federal  governmental  authorities so
that  Buyer  is  qualified  to  own  the  Interests.  The  consummation  of  the
transactions  contemplated  hereby will not cause Buyer to be disqualified as an
owner of state or federal oil, gas and mineral leases,  or to exceed any acreage
limitation imposed by any law, statute, rule or regulation.

                                   Article V
                                   ---------

                      TITLE MATTERS, ENVIRONMENTAL MATTERS,
                      -------------------------------------
                          CASUALTY LOSS AND ABANDONMENT
                          -----------------------------

         5.01 Seller's Title.  Seller represents to Buyer that Seller's title to
              --------------
the  Interests  as of the  Effective  Time is (and as of the  Closing  shall be)
"Marketable Title" as defined in Section 5.02 hereinbelow.

         5.02 Definition of Marketable  Title.  As used in this  Agreement,  the
              -------------------------------
term  "Marketable  Title" shall mean, as to each of the Interests  including the
proved undeveloped locations and behind pipe intervals  specifically  identified
on Exhibit "B", that the title acquired by Buyer:

              (a) Will  entitle  Buyer to receive  not less than the Net Revenue
Interests  set  forth  in  Exhibit  "B"  and a like  share  of all  hydrocarbons
produced,  saved and marketed from the Interests  throughout the productive life
of the Interests.

              (b) Will  obligate  Buyer to bear the  percentage of the costs and
expenses related to the maintenance,  development and operation of the Interests
not greater than the Working  Interests set forth on Exhibit "B"  throughout the
productive life of the Interests.

              (c)  Is  free  and  clear  of  all  liens,   security   interests,
encumbrances, burdens and claims of any kind, except for Permitted Encumbrances.

         5.03 Definition  of  Permitted Encumbrances. As  used  herein, the term
              ------------------------------------
"Permitted Encumbrances" shall mean:

              (a)  Lessors'  royalties,   overriding   royalties,   reversionary
interests  and similar  burdens,  whether  recorded or  unrecorded,  that do not
operate to reduce the Net Revenue Interests set forth in Exhibit "B".

              (b) Division orders and sales contracts terminable without penalty
upon no more than thirty (30) days' notice to the purchaser.

              (c) Except as provided in Section 5.06 below,  preferential rights
to purchase  and  required  third-party  consents  and similar  agreements  with
respect to which waivers or consents are obtained under this Agreement  prior to
the Closing  from the  appropriate  parties or the  appropriate  time period for
asserting the right has expired prior to the Closing without an exercise of such
right.

              (d)  Encumbrances  relating  to the  Interests  that  arise  under
operating  agreements to secure payment of amounts not yet delinquent and are of
a type and nature customary in the oil and gas industry.

              (e) Encumbrances  relating to the Interests  securing  payments to
mechanics  and  materialmen  and  encumbrances  securing  payment  of  taxes  or
assessments that are, in either case, not yet delinquent or, if delinquent,  are
being  contested in good faith in the normal course of business and Seller shall
have agreed to remain  responsible  therefor if such arose before the  Effective
Time.

              (f) All rights to consent by,  required  notices to, filings with,
or  other  actions  by  governmental  entities  in  connection  with the sale or
conveyance  of oil and gas leases or interests  therein if they are  customarily
obtained subsequent to the sale or conveyance.

              (g)  Conventional  rights  of  reassignment  obligating  Seller to
reassign  its  interest in any portion of the  Interests to a third party in the
event it intends to release or abandon such Interests prior to the expiration of
the primary term or other termination of such Interests.

              (h) Easements, rights of way, servitudes, permits, surface leases,
surface use  restrictions  and other surface uses and impediments on, over or in
respect  to any of the  Interests  that do not,  taken  as a  whole,  materially
interfere with the operation, value or use of the Interests.

              (i)  All  rights  reserved  to  or  vested  in  any  governmental,
statutory or public authority to control or regulate any of the Interests in any
manner,  and all applicable  laws,  rules and orders of  governmental  authority
provided  that  Seller's  ownership  or  operation  of the  Interests  is not in
violation thereof.

              (j) The terms and  conditions of all Leases and all  agreements to
which the Interests are subject  provided that such do not operate to reduce the
Net Revenue Interests attributable to the Interests.

              (k) Such Title  Defects  affecting  the  Interests  of which Buyer
fails to  deliver  notice to Seller in writing as  provided  in Section  5.05(b)
below.

              (l) All  reversionary  interests  set  forth in  Schedule  5.03(l)
attached hereto.

         5.04  Definition of Title  Defect.  As used in this Article V, the term
               ---------------------------
Interests includes all items  specifically  identified on Exhibit B, and the use
of the term  Interest  refers to any  single  item  specifically  identified  on
Exhibit B. As used in this  Agreement,  the term "Title  Defect"  shall mean any
defect  which  renders  title to an  Interest,  as  herein  defined,  less  than
Marketable Title.

         5.05 Title Procedure.
              ---------------

              (a) As used herein, "Title Defect Amount" shall mean, with respect
to any reduction of the Net Revenue Interest set forth on Exhibit "B" hereto, an
amount  calculated by multiplying  the  percentage  reduction in the Net Revenue
Interest by the Allocated Value for such affected  Interests;  and, with respect
to any Title  Defect that does not cause the Net Revenue  Interest  set forth on
Exhibit "B" to decrease or cause the Working  Interest  set forth on Exhibit "B"
to increase,  an amount  determined by  evaluating  the portion of the Interests
affected by such Title  Defect,  the legal effect of the Title  Defect,  and the
potential  economic  effect of the Title  Defect  over the life of the  affected
Interests. The Title Defect Amount as to any particular Interest, however, shall
never  exceed the  Allocated  Value  therefor.  Furthermore,  in the event it is
determined that the Net Revenue  Interests for any affected  Interest is greater
than  set  forth  on  Exhibit  "B"   hereto,   the   Purchase   Price  shall  be
proportionately  adjusted upward by multiplying  the percentage  increase in the
Net  Revenue  Interest  by the  Allocated  Value  for  such  affected  Interest.
Increases or decreases in the Working Interest without a corresponding  increase
or decrease in the Net Revenue  Interest  shall be evaluated  by  rerunning  the
economics used in determining the Allocated  Value for the affected  Interest to
determine  the  impact  on the  Allocated  Value  for such  affected  Interests.
Notwithstanding any terms contained in this Agreement to the contrary,  no Title
Defect  shall be asserted by Buyer  unless the Title  Defect  Amount is at least
$15,000.00.  This  $15,000.00  threshold  shall  likewise  apply  to any  upward
adjustment sought by Seller under this Section 5.05(a).

              (b) If Buyer  discovers any Title Defect,  Buyer shall give Seller
notice of such Title  Defect no later  than ten (10) days  prior to the  Closing
Date. Such notice shall be in writing and shall include (i) a description of the
Title Defect and (ii) the Title Defect Amount therefor. Buyer shall be deemed to
have  waived all Title  Defects to which  Buyer has not given  timely  notice to
Seller thereof.

              (c) Seller  shall  notify  Buyer in writing no later than five (5)
days before the Closing Date whether it elects to cure the alleged Title Defect.
If Seller has elected to cure the Title Defect,  then the  Interests  subject to
the Title  Defect  shall not be assigned  at the  Closing  and Seller  shall use
commercially reasonable efforts to cure such Title Defect during a period ending
sixty (60) days after  Closing.  Upon the  completion  of the cure of such Title
Defect,  the affected Interest shall be assigned to Buyer and the Purchase Price
reduction  which  occurred  with  respect to such Title  Defect shall be paid to
Seller.  Notwithstanding  the foregoing,  Seller shall be under no obligation to
cure any Title Defect unless  Seller  otherwise  expressly  agrees in writing to
cure such Title Defect.

              (d) With  respect to any Title  Defect that  Seller  elects not to
cure or fails to cure within sixty days, Seller shall have the option to:

                  (i)  Exclude  the  Interest,  including  pipelines  and  other
personal  property  necessary to operate the particular  Interest subject to the
Title  Defect,  in which  event  the  Purchase  Price  shall be  reduced  by the
Allocated Value of the excluded Interest; or

                  (ii) If Buyer and Seller so agree,  sell the Interest  subject
to such Title  Defect to Buyer and the  Purchase  Price  shall be reduced by the
Title Defect Amount, or by such other amount as the parties shall agree.

              (e)  Notwithstanding  any terms contained in this Agreement to the
contrary,  in the event the aggregate  adjustments  to the Purchase Price exceed
twenty  percent (20%) of the Purchase  Price as a result of (i) the Title Defect
Amounts  and  (ii)  the  Environmental   Defect  Amounts,   excluding  exercised
preferential  rights to purchase,  either Seller or Buyer may elect to terminate
this Agreement.

         5.06 Consents and Preferential Rights.
              --------------------------------

              (a) If any third  party  consent to the sale and  transfer  of the
Interests  is not  obtained  prior to the  Closing,  Buyer  shall not treat that
portion of the Interests  subject to such consent  requirement as a Title Defect
if such consent is  customarily  secured  after the Closing or such consent does
not materially  affect the value of the affected  Interests if such consent were
withheld.

              (b) If any of the Interests are subject to a preferential right to
purchase,  Seller shall in a good faith,  prior to the Closing Date,  attempt to
notify each third party which holds a  preferential  right to purchase  covering
that portion of the Interests  subject  thereto.  If the notice period under any
preferential  right to purchase has not expired prior to the Closing Date, Buyer
shall nevertheless  purchase that portion of the Interests which may be affected
by the exercise of such  preferential  right but the  Interests  subject to such
unexpired  preferential  right shall not be treated as a Title Defect.  If after
the  Closing  any  party  holding a  preferential  right to  purchase  elects to
exercise same,  Buyer shall then  coordinate  with Seller in connection with the
execution by such third party of a purchase and sale agreement  substantially in
the form hereof.  Buyer shall be due any consideration  paid by such third party
upon the exercise of such  preferential  right to purchase in exchange for Buyer
delivering  such third party an  assignment  for that  portion of the  Interests
affected by the exercise of such preferential right.

         5.07 Environmental Procedure.
              -----------------------

              (a)  Prior  to  the  Closing  Date,  Buyer  may  conduct  a  field
inspection of the Interests and Buyer may further secure, at its sole risk, cost
and expense, an environmental audit of all or any of the Interests. If obtained,
Buyer shall immediately furnish a copy of such environmental audit to Seller and
the  contents of such  environmental  audit  shall  remain  confidential  unless
required to be disclosed by any rule, order or governmental proceeding.

              (b) As used herein, "Environmental Defect" shall mean any material
environmental  defect  relating to the Interests in the nature of  environmental
pollution or contamination,  including  pollution of the soil or water,  whether
surface or subsurface,  or the air, and which is a violation of environmental or
land use laws,  rules,  regulations,  or orders of appropriate  state or federal
regulatory agencies.

              (c) As used herein,  "Environmental  Defect Amount" means the cost
to  remediate  such   Environmental   Defect  in  accordance   with   applicable
environmental laws. Notwithstanding any terms contained in this Agreement to the
contrary, no adjustment to the Purchase Price shall be made unless the aggregate
sum of all such  Environmental  Defect  Amounts is more than Two  Hundred  Fifty
Thousand and No/100 Dollars ($250,000.00). This $250,000.00 sum is a deductible,
and if this  sum is  exceeded,  the  Purchase  Price  shall be  adjusted  by the
difference  between  the total  sum of these  defects  and the sum of  $250,000.
Notwithstanding  any terms  contained  in this  Agreement  to the  contrary,  no
Environmental  Defect shall be asserted by Buyer unless the Environmental Defect
Amount is at least $10,000.00.

              (d) If Buyer discovers any Environmental  Defect, Buyer shall give
Seller notice of such Environmental  Defect no later than ten (10) days prior to
the  Closing  Date.  Such  notice  shall be in writing  and shall  include (i) a
description of the Environmental Defect and (ii) the Environmental Defect Amount
therefor.  Except as otherwise  specifically provided in Section 8.03(d),  Buyer
shall be deemed to have waived all Environmental  Defects to which Buyer has not
given timely notice to Seller thereof.

              (e) Seller  shall  notify  Buyer in writing no later than five (5)
days before the Closing Date whether it elects to cure the alleged Environmental
Defect.  If  Seller  has  elected  to cure the  Environmental  Defect,  then the
Interest  subject  to the  Environmental  Defect  shall not be  assigned  at the
Closing  and  Seller  shall use  commercially  reasonable  efforts  to cure such
Environmental  Defect during a period ending one hundred eighty (180) days after
Closing.  Upon the  completion  of the cure of such  Environmental  Defect,  the
affected  Interest shall be assigned to Buyer and the Purchase  Price  reduction
which  occurred  with  respect  to such  Environmental  Defect  shall be paid to
Seller.  Notwithstanding  the foregoing,  Seller shall be under no obligation to
cure any  Environmental  Defect  unless  Seller  otherwise  expressly  agrees in
writing to cure such Environmental Defect.

              (f) With respect to any  Environmental  Defect that Seller  elects
not to cure, Seller shall have the option to:

                  (i)  Exclude  the  Interest,  including  pipelines  and  other
personal  property  necessary to operate the particular  Interest subject to the
Environmental  Defect, in which event the Purchase Price shall be reduced by the
Allocated Value of the excluded Interest; or

                  (ii) If Buyer and  Seller  shall so agree,  sell the  Interest
subject to the  Environmental  Defect to Buyer and the  Purchase  Price shall be
reduced by the  Environmental  Defect Amount or such other amount as the parties
shall agree.

              (g)  Notwithstanding  any terms contained in this Agreement to the
contrary,  in the event the aggregate  adjustments  to the Purchase Price exceed
twenty percent (20%) of the Purchase Price as a result of (i) the  Environmental
Defect  Amounts  and  (ii)  the  Title  Defect  Amounts,   excluding   exercised
preferential  rights to purchase,  either Seller or Buyer may elect to terminate
this Agreement.

         5.08 Casualty Loss. If, prior to the Closing, all or any portion of the
              -------------
Interests  shall be  destroyed or damaged by fire or other  casualty,  or if any
portion of the Interests  shall be taken in  condemnation  or under the right of
eminent  domain,  or if  proceedings  for  such  purposes  shall be  pending  or
threatened  (collectively  "Casualty  Losses"),  except as provided below,  this
Agreement  shall  remain  in full  force  and  effect  notwithstanding  any such
destruction  or taking,  and Seller  shall have the option to either (i) exclude
the Interest  from this  transaction , including  pipelines  and other  personal
property  necessary to operate the particular  Interest  subject to the Casualty
Loss, in which event the Purchase Price shall be reduced by the Allocated  Value
of the excluded  Interest or (ii) at Closing,  convey the  affected  Interest to
Buyer and pay to Buyer all sums paid to Seller by reason of such  destruction or
taking.  If Seller  elects not to exclude such  Interest,  Seller shall  assign,
transfer and set over unto Buyer all of the right,  title and interest of Seller
in and to any unpaid awards or other payments arising out of such destruction or
taking  and the  Purchase  Price  shall be  reduced  by the  amount of  Seller's
deductible under any applicable policy of insurance or other sums not covered by
Seller's insurance or any shortfall in the unpaid awards insofar as they pertain
to payments arising out of the destruction or taking of the affected  Interests.
Seller shall not voluntarily compromise, settle or adjust any amounts payable by
reason of such destruction or taking without first obtaining the written consent
of Buyer.  Notwithstanding  the  foregoing,  in the  event  the  total  value of
Casualty Losses exceeds twenty percent (20%) of the Purchase Price, either Buyer
or Seller may elect to terminate this Agreement.

         5.09 Exclusivity of Defect Process. The provisions of Sections 5.05 and
              -----------------------------
5.07 shall constitute Buyer's exclusive remedy for any Purchase Price adjustment
for Title Defects or Environmental Defects (collectively "Defects"). Buyer shall
give Seller notice of all such Defects in accordance with the terms of these two
Sections.  All  Defects of which Buyer  fails to notify  Seller  shall be deemed
waived by Buyer.  If Buyer  identifies a Defect  pursuant to these two Sections,
whether (a) Buyer elects not to assert the Defect,  (b) Buyer asserts the Defect
and receives an adjustment to the Purchase Price or Seller cures the Defect,  or
(c) Buyer  waives the Defect,  such Defect shall not be the subject of any other
claim for a Purchase Price  adjustment by Buyer against  Seller.  Further,  such
Defects shall not be asserted as the basis for any indemnity  under Article VIII
hereof; provided however, nothing in this Section 5.09 shall preclude Buyer from
seeking any indemnity to which it is entitled in accordance  with the provisions
of either Sections 8.03(b) or 8.03(d) hereof to the extent that a matter covered
by either of  Sections  8.03(b)  or  8.03(d) is  asserted  by a third  party and
provided that Buyer first  discovers  such matter  following the date the notice
for any such Defects is due.

         5.10  Hedging  Contracts.  Seller is a party to the  hedging  contracts
               ------------------
identified on Schedule  5.10.  It is the  understanding  and  assumption by both
Seller and Buyer that these  hedging  contracts  can and will be  assigned  from
Seller to Buyer at  Closing.  Inasmuch  as it is the intent of Seller that Buyer
receive the economic consequences of these hedging contracts, if for some reason
they are not  assignable,  Seller  agrees that it will  cooperate  with Buyer in
attempting to cause the economic  consequences of all of these hedging contracts
to pass  through  Seller to Buyer.  Further,  if this goal of allowing  Buyer to
receive the economic  consequences of all of these hedging  contracts  cannot be
accomplished,  then the parties agree that the Purchase Price will be reduced by
the portion of the Allocated Value for the hedging contracts attributable to the
hedging contracts for which Buyer will not receive the economic consequences.

         5.11 Plugging and Abandonment.  Upon Closing, Buyer shall assume all of
              ------------------------
Seller's plugging,  replugging,  abandonment,  removal, disposal and restoration
obligations associated with the Wells acquired hereunder. Such obligations being
assumed shall include,  but not be limited to, all necessary and proper plugging
and  abandonment  and/or  removal  and  disposal  of all of the  Wells,  whether
pre-existing  or drilled by Seller,  and all structures,  personal  property and
equipment  located on or  associated  with the Leases,  the necessary and proper
capping and burying of all associated  flowlines,  and any necessary disposal of
naturally occurring radioactive material (NORM) or asbestos except those matters
which are  asserted as  Environmental  Defects  and which  remain  uncured.  All
plugging, replugging,  abandonment, removal, disposal and restoration operations
shall be in compliance with applicable laws, rules and regulations and conducted
in a good and workmanlike manner.

         5.12  Disclaimer  of  Warranties.   THE  EXPRESS   REPRESENTATIONS  AND
               --------------------------
WARRANTIES OF SELLER  CONTAINED IN THIS  AGREEMENT  (OR IN THE  ASSIGNMENT TO BE
EXECUTED  PURSUANT TO THIS AGREEMENT) ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER
REPRESENTATIONS AND WARRANTIES,  EXPRESS, IMPLIED,  STATUTORY, OR OTHERWISE, AND
SELLER  EXPRESSLY   DISCLAIMS  ANY  AND  ALL  SUCH  OTHER   REPRESENTATIONS  AND
WARRANTIES,  EXCEPT THAT SELLER WARRANTS TITLE TO THE INTERESTS BY, THROUGH, AND
UNDER  SELLER,  BUT NOT  OTHERWISE.  WITHOUT  LIMITATION OF THE  FOREGOING,  AND
SUBJECT TO THE  PROVISIONS OF THIS  AGREEMENT,  THE INTERESTS  SHALL BE CONVEYED
PURSUANT  HERETO  WITHOUT  ANY  WARRANTY  OR  REPRESENTATION,  WHETHER  EXPRESS,
IMPLIED,  STATUTORY, OR OTHERWISE RELATING TO THE CONDITION,  QUANTITY, QUALITY,
FITNESS  FOR A  PARTICULAR  PURPOSE,  CONFORMITY  TO THE  MODELS OR  SAMPLES  OF
MATERIALS,  OR  MERCHANTABILITY OF ANY EQUIPMENT OR ITS FITNESS FOR ANY PURPOSE,
AND  WITHOUT  ANY  OTHER  EXPRESS,  IMPLIED,  STATUTORY,  OR OTHER  WARRANTY  OR
REPRESENTATION  WHATSOEVER.  BUYER  SHALL HAVE  INSPECTED,  OR WAIVED  (AND UPON
CLOSING  SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT THE  INTERESTS FOR
ALL  PURPOSES  AND  SATISFIED  ITSELF  AS TO THEIR  PHYSICAL  AND  ENVIRONMENTAL
CONDITION,  BOTH  SURFACE  AND  SUBSURFACE,   INCLUDING,  BUT  NOT  LIMITED  TO,
CONDITIONS  SPECIFICALLY  RELATED  TO THE  PRESENCE,  RELEASE,  OR  DISPOSAL  OF
HAZARDOUS  SUBSTANCES,  SOLID  WASTES,  ASBESTOS  OR  OTHER  MANMADE  FIBERS  OR
NATURALLY  OCCURRING  RADIOACTIVE  MATERIALS  ("NORM")  IN,  ON,  OR  UNDER  THE
INTERESTS. BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE INTERESTS, AND
BUYER SHALL, EXCEPT AS PROVIDED OTHERWISE HEREIN, ACCEPT ALL OF THE SAME "AS IS,
WHERE IS".  WITHOUT  LIMITATION  OF THE  FOREGOING,  AND  SUBJECT TO THE EXPRESS
PROVISIONS  OF THIS  AGREEMENT,  SELLER  MAKES NO  WARRANTY  OR  REPRESENTATION,
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF
ANY  DATA,  REPORTS,  RECORDS,  PROJECTIONS,   INFORMATION,  OR  MATERIALS  NOW,
HERETOFORE, OR HEREAFTER FURNISHED OR MADE AVAILABLE TO BUYER IN CONNECTION WITH
THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, PRICING ASSUMPTIONS OR QUALITY OR
QUANTITY OF HYDROCARBON  RESERVES (IF ANY)  ATTRIBUTABLE TO THE INTERESTS OR THE
ABILITY  OR  POTENTIAL  OF  THE  INTERESTS  TO  PRODUCE   HYDROCARBONS   OR  THE
ENVIRONMENTAL  CONDITION OF THE  INTERESTS OR ANY OTHER  MATERIALS  FURNISHED OR
MADE  AVAILABLE TO BUYER BY SELLER,  OR BY SELLER'S  AGENTS OR  REPRESENTATIVES.
SUBJECT TO THE  EXPRESS  PROVISIONS  OF THIS  AGREEMENT,  ANY AND ALL SUCH DATA,
RECORDS,  REPORTS,  PROJECTIONS,  INFORMATION,  AND OTHER MATERIALS  (WRITTEN OR
ORAL)  FURNISHED BY SELLER OR OTHERWISE MADE AVAILABLE OR DISCLOSED TO BUYER ARE
PROVIDED  TO BUYER AS A  CONVENIENCE  AND SHALL  NOT  CREATE OR GIVE RISE TO ANY
LIABILITY OF OR AGAINST SELLER,  AND ANY RELIANCE ON OR USE OF THE SAME SHALL BE
AT BUYER'S SOLE RISK TO THE MAXIMUM EXTENT PERMITTED BY LAW.

                                   Article VI
                                   ----------

                              CONDITIONS TO CLOSING
                              ---------------------

         6.01 Conditions to Obligations of Seller.  The obligations of Seller to
              -----------------------------------
consummate the  transactions  contemplated  by this Agreement are subject to the
satisfaction,  or waiver by Seller,  of the condition that all  representations,
warranties and covenants of Buyer  contained in this Agreement  shall be true in
all material  respects at and as of the Closing as if such  representations  and
warranties  were made at and as of the Closing,  and Buyer shall have  performed
and  satisfied all covenants  and  agreements  required by this  Agreement to be
performed and satisfied by Buyer at or prior to the Closing.  St. Mary and Buyer
shall provide to Seller  certificates  signed by an  appropriate  officer of St.
Mary and Buyer certifying that all representations,  warranties and covenants of
St.  Mary and of Buyer are true and  correct as of the date of  Closing  and all
conditions to which Closing is subject have been satisfied or waived.

         6.02  Conditions to Obligations of Buyer.  The  obligations of Buyer to
               ----------------------------------
consummate the  transactions  contemplated  by this Agreement are subject to the
satisfaction,  or waiver by Buyer,  of the condition  that all  representations,
warranties and covenants of Seller  contained in this Agreement shall be true in
all material  respects at and as of the Closing as if such  representations  and
warranties  were made at and as of the Closing,  and Seller shall have performed
and  satisfied all covenants  and  agreements  required by this  Agreement to be
performed  and  satisfied  by Seller at or prior to the Closing.  The  foregoing
condition shall not apply to any representation or warranty breach to the extent
that it has resulted in an adjustment  of the Purchase  Price or an exclusion of
any Interest from this transaction.  Seller,  and each of them, shall provide to
St. Mary and Buyer certificates  signed by an appropriate  officer of each party
constituting  Seller  certifying  that  all   representations,   warranties  and
covenants  of Seller  are true and  correct  as of the date of  Closing  and all
conditions  to which Closing is subject have been  satisfied or waived.  Buyer's
obligations to consummate the  transactions  contemplated  by this Agreement are
also subject to Flying J Inc.'s execution at Closing of the Indemnity  Guarantee
on the form attached hereto as Exhibit J.

                                   Article VII
                                   -----------

                                     CLOSING
                                     -------

         7.01  Date  of  Closing.  Subject  to the  conditions  stated  in  this
               -----------------
Agreement,  the consummation of the transactions  contemplated by this Agreement
(the  "Closing")  shall be held on January  29,  2003,  at 10:00  a.m.,  or such
earlier date as the parties shall agree in writing.  Said date shall be referred
to as the "Closing Date".  Notwithstanding the foregoing, if with its good faith
best efforts to obtain the credit facility Buyer is currently  negotiating  with
Wachovia Securities,  Inc., Buyer is unable to fund by the Closing Date the loan
evidenced by the Note with the funds from this credit facility,  Buyer may delay
the Closing to a date on or before  February 15, 2003, by giving  written notice
to Seller prior to the Closing Date.  Notwithstanding the foregoing, if with its
good faith best efforts  Seller is unable to satisfy the  conditions  to closing
referenced in Section 6.02,  Seller may delay the Closing to a date on or before
February 15, 2003, by giving written notice to Buyer prior to the Closing Date.

         7.02 Place of  Closing. The Closing  shall  be held  at the  offices of
              ----------------
Seller, or at such other place as Buyer and Seller may agree upon in writing.

         7.03 Closing  Obligations. At the  Closing, the  following events shall
              -------------------
occur, each being a condition precedent to the  others and each being  deemed to
have occurred simultaneously with the others:

              (a) Seller shall execute,  acknowledge  and deliver (in sufficient
counterparts  to facilitate  recording) the  Assignment,  Conveyance and Bill of
Sale  ("Assignment")  conveying the Interests to Buyer in substantially the form
attached as Exhibit "C"  hereto.  As  appropriate,  Seller  shall also  execute,
acknowledge  and deliver  separate  assignments  of the  Interests on officially
approved forms, in sufficient counterparts,  to satisfy applicable statutory and
regulatory  requirements.  In addition to the  Assignment,  Seller and Buyer, as
appropriate  shall  execute  the  Nonrecourse  Secured  Promissory  Note in form
attached  hereto as Exhibit D (the  "Note"),  the Stock Pledge  Agreement in the
form attached hereto as Exhibit E, the Registration Rights Agreement in the form
attached  hereto as Exhibit  F, the Put and Call  Option  Agreement  in the form
attached  hereto as  Exhibit  G, the  Standstill  Agreement  attached  hereto as
Exhibit H and the Share  Transfer  Restriction  Agreement  in the form  attached
hereto as Exhibit I. With respect to the Note,  notwithstanding  that the stated
principal amount of the Note in Exhibit D is $72,000,000,  if the Purchase Price
as adjusted by the application of Article V is more or less than the $85,000,000
set forth in Section 2.01,  the  principal  amount of the Note set forth therein
and in the Stock  Pledge  Agreement in Exhibit E shall be adjusted to be 84.7059
percent of the adjusted  Purchase Price.  For example,  if the Purchase Price as
adjusted is $80,000,000,  the principal  amount of the Note shall be $67,764,720
and if the Purchase Price as adjusted is  $90,000,000,  the principal  amount of
the  Note  shall be  $76,235,310.  If the  Purchase  Price  as  adjusted  by the
application  of  Article  V is more or less  than the  $85,000,000  set forth in
Section 2.01, the principal amount of the Put Payment Price set forth in the Put
and Call Option  Agreement in Exhibit G shall be adjusted to equal the principal
amount  of the Note  (and  increased  as set  forth  in the Put and Call  Option
Agreement)  and the Call Payment  Price set forth  therein  shall be adjusted so
that it is 115.2941 percent of such adjusted Purchase Price.

              (b) Seller and Buyer shall  execute a  settlement  statement  (the
"Preliminary  Settlement Statement") prepared by Seller that shall set forth the
Preliminary  Amount  (as  hereinafter  defined)  and  each  adjustment  and  the
calculation  of such  adjustments  used  to  determine  such  amount.  The  term
"Preliminary  Amount"  shall mean the amount of money  determined as provided in
Section 2.02 using for such  adjustments  the best  information  then available.
After these amounts are  determined in accordance  with Section 2.02, and netted
against one another, the party owing money to the other shall at the Closing pay
the amount owed by wire transfer in readily  available  U.S. funds to an account
as directed by the party to whom the monies are due. Any  disagreement as to the
Preliminary Settlement Statement shall be resolved pursuant to the provisions of
Section 8.01.

              (c) Buyer shall deliver to Seller the number of shares of St. Mary
Stock  corresponding  to this Purchase  Price as adjusted by the  application of
Article V based  upon one  share of St.  Mary  Stock for each $25 of  adjustment
(rounded to the nearest $25 increment)  and Seller shall  redeliver the St. Mary
Stock to Buyer pursuant to the terms of the Stock Pledge Agreement.

              (d) Seller  shall  deliver to Buyer  exclusive  possession  of the
Interests.

              (e) Seller  shall  prepare  and both it and Buyer  shall  execute,
acknowledge and deliver transfer orders or letters in lieu thereof directing all
purchasers of production to make payment of proceeds  attributable to production
from the Interests after the Effective Time to Buyer.

              (f) Seller  shall  deliver to Buyer the  original  Records.  Buyer
agrees to furnish  Seller at Seller's  cost after the Closing with a copy of any
of the Records upon written request by Seller.

              (g) If Seller is the operator of any of the Interests,  Seller and
Buyer  shall  execute  the  appropriate  regulatory  forms  prepared  by  Seller
transferring  operatorship  of the Interests to Buyer and Seller shall file such
forms subject to the provisions of Article X hereinbelow.

              (h) Seller shall  transfer to Buyer all proceeds  from  production
attributable  to the  Interests  which are  currently  held in suspense  for any
reason. Buyer shall be responsible for proper distribution of all such suspended
proceeds to the parties lawfully entitled to them.

              (i) Seller shall provide all reasonable assistance to Buyer in its
efforts to become Seller's successor operator with respect to the Interests.

                                  Article VIII
                                  ------------

                            OBLIGATIONS AFTER CLOSING
                            -------------------------

         8.01  Post-Closing  Adjustments.  After the  Closing,  Seller and Buyer
               -------------------------
shall make available to each other all accounting  records  necessary for Seller
to prepare  within 120 days of Closing,  in accordance  with this  Agreement,  a
statement (the "Final  Settlement  Statement")  setting forth each adjustment or
payment  which was not  finally  determined  as of the  Closing  and showing the
calculation of such  adjustments.  As soon as  practicable  after receipt of the
Final  Settlement  Statement,  Buyer  shall  deliver to Seller a written  report
containing  any  changes  which Buyer  proposes be made to the Final  Settlement
Statement.  The parties shall undertake to agree with respect to the amounts due
pursuant to such  post-closing  adjustment no later than one hundred fifty (150)
days after the Closing.  If such post-closing  adjustment has not been agreed to
within one hundred fifty (150) days after the Closing,  either party may seek to
enforce any rights it claims  hereunder.  The date upon which such  agreement is
reached or upon which these adjustments are established, shall be referred to as
the "Final Settlement Date." The net sums due shall be referred to herein as the
"Final Settlement  Amount." In the event that (i) the Final Settlement Amount is
more than the Preliminary  Amount,  Buyer shall deliver to Seller or to Seller's
account by wire transfer the amount of such difference in readily available U.S.
funds as directed by Seller,  or (ii) the Final  Settlement  Amount is less than
the Preliminary Amount, Seller shall deliver to Buyer's account by wire transfer
the amount of such  difference in readily  available  U.S.  funds as directed by
Buyer.  The payment required hereby shall be made within five (5) days after the
Final Settlement Date. To the extent not accounted for in the computation of the
Final Settlement Amount, all uncollected accounts receivable attributable to the
Interests accruing on or after the Effective Time shall be assigned to Buyer.

         8.02 Sales Taxes  and Recording Fees. Buyer  shall pay all  sales taxes
              ------------------------------
occasioned by the sale of the Interests. Buyer shall pay all documentary, filing
and recording fees  required in connection with  the filing and recording of all
assignments.

         8.03  Indemnification.  After  the  Closing,  Buyer  and  Seller  shall
               ---------------
indemnify each other as follows:

              (a)  Including  any  "Environmental  Claim" as  defined in Section
8.03(c)  hereinbelow,  Buyer shall defend,  indemnify and save and hold harmless
Seller against any and all costs, expenses, claims, demands and causes of action
of whatsoever  kind or character,  including  court costs and  attorneys'  fees,
arising out of any operations conducted,  commitment made or any action taken or
omitted  with respect to the  Interests,  which accrue or relate to times on and
after the Effective Time, subject to the provisions of Article X.

              (b)  Excluding  any  "Environmental  Claim" as  defined in Section
8.03(c) hereinbelow,  Seller shall defend,  indemnify and save and hold harmless
Buyer against any and all costs, expenses,  claims, demands and causes of action
of whatsoever  kind or character,  including  court costs and  attorneys'  fees,
arising out of any operations conducted,  commitment made or any action taken or
omitted with respect to the Interests,  which accrue or relate to times prior to
the  Effective  Time and of which  Seller has been timely  notified  pursuant to
Section 8.06.

              (c)  Notwithstanding  any terms contained in Sections  8.03(a) and
(b) above,  but in furtherance of same, and subject to the provisions of Article
X, Buyer expressly agrees to assume all liabilities and obligations  arising out
of or related to, and to fully and promptly pay, perform and discharge,  defend,
indemnify and hold Seller harmless from and against any and all costs, expenses,
claims, demands and causes of action of whatsoever kind or character,  including
court costs and attorneys'  fees,  resulting from any  "Environmental  Claim" as
hereinafter defined arising out of any operations conducted,  commitment made or
any action taken or omitted at any time,  whether  accruing or relating to times
prior to or after  the  Effective  Time,  with  respect  to the  Interests.  For
purposes of this paragraph "Environmental Claim" shall mean any claim, demand or
cause of action asserted by any governmental  agency or any person,  corporation
or other  entity for personal  injury  (including  sickness,  disease or death),
property  damage or damage to the  environment  resulting  from the discharge or
release  of  any  chemical,  material  or  emission  into  one  or  more  of the
environmental media at or in the vicinity of the Interests.

              (d)  Notwithstanding  the provisions of Section 8.03(c),  if after
the Closing, but in no event later than one (1) year after the Closing Date, any
third party other than Buyer asserts an Environmental Claim arising from an act,
omission or other  event  which  occurred  prior to the  Effective  Time and the
out-of-pocket cost of resolving such Environmental Claim,  including the cost to
remediate in accordance with applicable  environmental laws, or damages incurred
with respect thereto,  exceeds $35,000.00 net to Seller's interest (individually
a  "Retained   Environmental   Liability"   and   collectively   the   "Retained
Environmental  Liabilities"),  Buyer may notify Seller in writing to assume such
Environmental  Claim  relating to such  Retained  Environmental  Liabilities  in
accordance  with the terms of this Section  8.03(d).  Such written  notice shall
describe the details known to Buyer of the Environmental  Claim relating to such
Retained Environmental  Liability and Buyer shall concurrently furnish to Seller
all  information  available to Buyer relating to such  Environmental  Claim.  If
Buyer timely notifies Seller of such Environmental  Claim relating to a Retained
Environmental Liability on or before one (1) year after the Closing Date, Seller
shall retain the risk,  cost,  expense and  liability  related to such  Retained
Environmental  Liability.  If Buyer  fails to notify  Seller in  writing  of any
Environmental  Claim within the 1 year period  following the Closing Date, Buyer
shall have waived and forfeited  Buyer's  right to require  Seller to retain the
risk, cost,  expense and/ or liability  relating to such Retained  Environmental
Liability.  It is agreed that Seller and Buyer will cooperate with each other in
connection  with the disposition of the Retained  Environmental  Liability which
may require either (i) remediation, (ii) reacquisition of the affected Interests
by Seller  (taking into  consideration  the  Allocated  Value  therefor less net
profits owed or received by Buyer and the value added by subsequent  development
or  operations),  or (iii) such  other  disposition  as Seller  and Buyer  shall
mutually agree.  Notwithstanding  the foregoing,  if the parties cannot agree on
the  disposition  of or the cost to remediate  or  otherwise  resolve a Retained
Environmental  Liability,  the affected  Interest shall be reacquired by Seller.
Notwithstanding  the  provisions of this Section  8.03(d),  Seller shall have no
obligation  under  this  section  unless  the  aggregate  value of all  Retained
Environmental Liabilities exceeds $500,000.00,  which amount is a threshold, not
a  deductible,  and if such  threshold is  exceeded,  the  indemnity  obligation
provided in this Section 8.03(d) shall be from the first dollar.

              (e)  THE  INDEMNIFICATION,   RELEASE  AND  ASSUMPTION   PROVISIONS
PROVIDED FOR IN THIS  AGREEMENT  SHALL BE APPLICABLE  WHETHER OR NOT THE LOSSES,
COSTS,  EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY OR IN PART FROM THE GROSS,
ACTIVE,  PASSIVE OR  CONCURRENT  NEGLIGENCE,  OR OTHER FAULT OF ANY  INDEMNIFIED
PARTY.  BUYER AND  SELLER  ACKNOWLEDGE  THAT THIS  STATEMENT  COMPLIES  WITH THE
EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS.

         8.04 Further  Assurances.  Seller and Buyer shall execute,  acknowledge
              -------------------
and deliver or cause to be executed, acknowledged and delivered such instruments
and take such other  action as may be  necessary or advisable to carry out their
obligations under this Agreement and under any exhibit, document, certificate or
other instrument delivered pursuant hereto.

         8.05 Survival. The representations,  warranties,  covenants, agreements
              --------
and  indemnities  contained  in this  Agreement  shall  terminate at the Closing
except for the provisions of Section  3.01(t),  Section  3.02(g),  Section 5.09,
Section 5.10 and all of Articles VIII., X. and XI.

         8.06 Limitation on Seller's Liability. After the Closing, any assertion
              --------------------------------
by Buyer that Seller is liable under this  Agreement  (i) for the  inaccuracy of
any  surviving  representation  or  warranty,  (ii) for breach of any  surviving
covenant,  (iii) for any surviving  indemnity  under the terms of this Agreement
other than under  Section  8.03(d),  or (iv)  otherwise in  connection  with the
transactions  contemplated in this  Agreement,  must be made by Buyer in writing
and must be given to Seller on or prior to the first  business day following the
first anniversary of the Closing Date. The notice shall state the facts known to
Buyer  that give rise to such  notice in  sufficient  detail to allow  Seller to
evaluate the assertion of Buyer.

         8.07 Transaction Not to Constitute a  Reorganization  for Tax Purposes.
              -----------------------------------------------------------------
Buyer  and  Seller  do not  intend  that the  transaction  contemplated  by this
Agreement qualify as a tax-free reorganization.  Consequently,  Buyer and Seller
agree to report this transaction on all applicable  federal and state income tax
returns  as a  taxable  purchase  and  sale of  assets.  Seller  represents  and
warrants,  and covenants  that neither party  constituting  Seller intend to and
neither  will  distribute  the St.  Mary Stock  they  receive  pursuant  to this
transaction  for at least one calendar  year after  Closing,  and these  parties
further represent that they have no present plan to make such distribution.  The
parties  constituting  Seller  recognize  that the shares of St. Mary Stock they
will receive in the course of this  transaction will be restricted in the manner
set forth in the Share Transfer Restriction Agreement attached hereto as Exhibit
I, and Seller agrees to be bound by these restrictions.

                                   Article IX
                                   ----------

                            TERMINATION OF AGREEMENT
                            ------------------------

         9.01 Termination.  This Agreement  and  the  transactions  contemplated
              -----------
hereby may be terminated in the following instances:

              (a) By Buyer if any  condition  set forth in  Section  6.02  above
shall not be satisfied on or before the Closing,  or Buyer  otherwise  elects to
terminate this Agreement  pursuant to Sections 5.05(e),  5.07(g) or 5.08 of this
Agreement.

              (b) By Seller if any  condition  set forth in  Section  6.01 above
shall not be  satisfied on or before the Closing or Seller  otherwise  elects to
terminate this Agreement  pursuant to Sections 5.05(e),  5.07(g) or 5.08 of this
Agreement.

              (c) By the mutual written agreement of Buyer and Seller.

         9.02 Return  of  Information. If  this Agreement  is terminated,  Buyer
              ---------------------
shall return to Seller all information and material delivered to Buyer by Seller
pursuant to the terms of this Agreement  or pursuant to other agreements between
Buyer and Seller.

         9.03 Liquidated  Damages.  Subject to the delay of Closing provision of
              -------------------
Section  7.01,  if Seller is ready,  willing  and able to close the  transaction
contemplated  by this  Agreement in  compliance  herewith and is not in material
breach of this Agreement and Buyer is not otherwise entitled to avoid Closing by
operation of Sections  5.05(e),  5.07(g),  5.08 or 6.02, but Buyer  nevertheless
elects  for  any  reason  not to  close  the  transaction  contemplated  by this
Agreement,  then Seller shall be entitled to liquidated damages in the amount of
$5,000,000 which shall be immediately due and payable in readily available funds
from Buyer.  Subject to the delay of Closing provision of Section 7.01, if Buyer
is  ready,  willing  and  able to close  the  transaction  contemplated  by this
Agreement in compliance herewith and is not in material breach of this Agreement
and Seller is not  otherwise  entitled to avoid Closing by operation of Sections
5.05(e),  5.07(g),  5.08 or 6.01, but Seller  nevertheless elects for any reason
not to close the transaction contemplated by this Agreement, then Buyer shall be
entitled  to  liquidated  damages in the  amount of  $5,000,000  which  shall be
immediately due and payable in readily  available  funds from Seller.  Buyer and
Seller  acknowledge that each of them will have incurred  significant  costs and
will have invested significant time and resources  investigating and negotiating
this  Agreement  and each agrees that the specific  damages  provided for herein
constitute  reasonable  liquidated damages in light of the anticipated or actual
harm to Buyer or Seller that would be caused by a failure of this transaction to
close for the  reasons  provided  for in this  Section  9.03.  Buyer and  Seller
further agree that actual damages would be extremely difficult if not impossible
to ascertain with precision,  and therefore,  both of these parties agree to the
use of this liquidated  damage  provision  which shall  constitute the exclusive
remedy for a failure of this  transaction to close for the reasons  provided for
in this Section 9.03.

                                   Article X
                                   ---------

                               INTERIM OPERATIONS
                               ------------------

         If Seller is the operator of the Interests, Seller shall continue to
operate the Interests during the period between the Effective Time and 7:00 a.m.
on the first day of the month following the Closing Date (the "Interim Period"),
but Seller shall not have any obligation to operate the Interests after the
Interim Period. Seller shall operate the Interests during the Interim Period in
a prudent manner consistent with generally accepted industry practices and
standards, applicable laws and regulations, and all applicable lease and other
agreement terms, but shall not be liable to Buyer except for gross negligence or
willful misconduct. Seller shall be entitled (i) to charge Buyer the COPAS
overhead rates under existing operating agreements, or where none exist, a rate
of $500.00 per well per month during the Interim Period proportionately reduced
to the affected Interests and (ii) to retain any overhead fees owing or paid by
any third party non-operators attributable to the operations during the Interim
Period. Seller makes no representation or warranty that Buyer will become
operator of any portion of the Interests, as that matter is controlled by the
applicable operating agreements and governmental regulatory requirements.

                                   Article XI
                                   ----------

                                  MISCELLANEOUS
                                  -------------

         11.01  Expenses.  Except as  otherwise  specifically  provided  in this
                --------
Agreement,  all fees,  costs and expenses  (including  investment  banking fees)
incurred by Buyer or Seller in negotiating this Agreement or in consummating the
transactions contemplated by this Agreement shall be paid by the party incurring
the same,  including  without  limitation,  legal and accounting fees, costs and
expenses.

         11.02  Notices.  All notices and  communications  required or permitted
                -------
under this Agreement  shall be in writing and shall be effective when receive by
mail, telecopy or hand delivery as follows:

                  If to Seller:
                  ------------

                           Flying J Oil & Gas Inc. and Big West Oil &
                           Gas Inc.
                           333 West Center Street
                           North Salt Lake, Utah 84054-2805
                           Attn:  Mr. Chris J. Malan, Manager of Lands, General
                                  Counsel
                           Telephone:  801-296-7700
                           Telecopy:  _801-296-7888

                           With a copy to:

                           Flying J Inc.
                           1104 Country Hills Drive
                           Ogden, Utah 84403
                           Attn:  Mr. Barre Burgon, General Counsel
                           Telephone:  801-624-1402
                           Telecopy:  801-624-1263

                  If to Buyer:
                  -----------

                           NPC Inc.
                           550 N. 31st Street, Suite 500
                           Billings, Montana 59101
                           Attn: Mr. Ron Santi, Vice President - Land
                           Telephone: 406-245-6248
                           Telecopy: 406-245-9106

                           With a copy to:

                           St. Mary Land & Exploration Company
                           1776 Lincoln St., Suite  700
                           Denver, Colorado 80203
                           Attn: Milam Randolph Pharo, Vice President, Land
                                 & Legal
                           Telephone: 303-863-4313
                           Telecopy:  303-863-1040

Either party may, by written notice so delivered to the other, change the
address to which notice shall thereafter be made.

          11.03 Amendment. This Agreement may not be altered or amended, nor any
                ---------
rights  hereunder be waived,  except by an instrument in writing executed by the
party or parties to be charged with such  amendment or waiver.  No waiver of any
term,  provision or condition of this  Agreement,  in any one or more instances,
shall be deemed to be, or construed  as, a further or  continuing  waiver of any
other term, provision or condition of this Agreement.

          11.04  Assignment.  No party to this  Agreement may assign or delegate
                 ----------
any portion of its duties or obligations  under this Agreement without the prior
written consent of all the other parties, which consent will not be unreasonably
withheld.

          11.05  Announcements.  Seller and Buyer shall  consult with each other
                 -------------
with  regard  to all press  releases  and other  announcements  concerning  this
Agreement or the transaction  contemplated hereby and, except as may be required
by applicable laws or regulations of any governmental agency,  neither Buyer nor
Seller shall issue any such press release or make any other announcement without
the prior written consent of the other party.

          11.06 Generality of Provisions. The specificity of any representation,
                ------------------------
warranty,  covenant,  agreement  or  indemnity  included  or  provided  in  this
Agreement,  or  in  any  exhibit,  document,  certificate  or  other  instrument
delivered  pursuant  hereto,  shall in no way limit the  generality of any other
representation,  warranty, covenant, agreement or indemnity included or provided
in this Agreement, or in any exhibit, document,  certificate or other instrument
delivered pursuant hereto.

          11.07  Headings.  The  headings of the  articles  and sections of this
                 --------
Agreement are for guidance and convenience of reference only and shall not limit
or otherwise affect any of the terms or provisions of this Agreement.

          11.08 Counterparts.  This Agreement may be executed by St. Mary, Buyer
                ------------
and Seller in any number of  counterparts  and shall be binding  upon each party
executing same whether or not executed by all parties.  Each of the counterparts
shall  be  deemed  an  original  instrument,  but all of  which  together  shall
constitute but one and the same instrument.

          11.09 References.  References made in this Agreement, including use of
                ----------
a pronoun,  shall be deemed to include where  applicable,  masculine,  feminine,
singular or plural, individuals,  partnerships or corporations.  As used in this
Agreement,  "person" shall mean any natural  person,  corporation,  partnership,
trust,  estate or other  entity.  As used in this  Agreement,  "affiliate"  of a
person shall mean any partnership, joint venture, corporation or other entity in
which such person has an  interest or which  controls,  is  controlled  by or is
under common control of such person.

         11.10 Governing Law. This  Agreement, and the transactions contemplated
               -------------
hereby, shall be construed in accordance with, and governed  by, the laws of the
State of Utah.

          11.11 Entire Agreement. This Agreement (including the exhibits hereto)
                ----------------
constitutes  the entire  understanding  between the parties  with respect to the
subject matter hereof and supersedes all  negotiations,  prior  discussions  and
prior agreements and understandings relating to such subject matter. No material
representation, warranty, covenant, agreement, promise, inducement or statement,
whether oral or written, has been made by Seller or Buyer and relied upon by the
other that is not set forth in this Agreement or in the instruments  referred to
herein, and neither Seller nor Buyer shall be bound by or liable for any alleged
representation,  warranty, covenant, agreement, promise, inducement or statement
not so set forth.

          11.12  Severability.  If any term or provision of this Agreement shall
                 ------------
be determined to be illegal or unenforceable,  all other terms and provisions of
this Agreement shall nevertheless  remain effective and shall be enforced to the
fullest extent permitted by applicable law.

          11.13 Parties in Interest.  This Agreement  shall be binding upon, and
                -------------------
shall  inure  to the  benefit  of,  the  parties  hereto  and  their  respective
successors  and,  subject to the provisions of Section 11.04,  assigns.  Nothing
contained in this Agreement,  express or implied, is intended to confer upon any
other person or entity any benefits, rights or remedies.

         EXECUTED as of the date first above mentioned.

SELLER:

         FLYING J OIL & GAS INC.            BIG WEST OIL & GAS INC.


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

BUYER:                                          ST. MARY:

         NPC INC.                               ST. MARY LAND & EXPLORATION
                                                COMPANY

         By:/s/ RONALD D. SANTI                 By:/s/ MILAM RANDOLPH PHARO
            ------------------------               ----------------------------
            Ronald D. Santi                        Milam Randolph Pharo
            Vice President - Land                  Vice President - Land &
                                                   Legal

EX-10

                                                                    EXHIBIT 10.2


                                           January 29, 2003



Flying J Oil & Gas Inc.                Big West Oil & Gas Inc.
333 West Center Street                     333 West Center Street
North Salt Lake, Utah 84504-2805           North Salt Lake, Utah 84504-2805

         Attn:    Mr. Chris J. Malan
                  General Counsel and Manager of Lands

                               Re: Addendum to Purchase and Sale Agreement
                                   dated December 13, 2002

Gentlemen:

         Pursuant to that certain Purchase and Sale Agreement dated December 13,
2002, by and between Flying J Oil & Gas Inc. and Big West Oil & Gas Inc.
as Seller and NPC Inc. as Buyer (the "PSA"),  the Purchase  Price as adjusted is
to be paid in the  form of  common  stock of St.  Mary  Land  &  Exploration
Company  ("St.  Mary")  such stock  being  referred  to as the "St.  Mary Common
Stock".  The  parties to the PSA have  agreed to the value of the Title  Defects
yielding a reduction to the Purchase Price in the amount of $479,548.

         In  accordance  with the terms of Sections  2.01 and 7.03(c) of the PSA
the effect of this adjustment to the Purchase Price results in a decrease in the
number of shares of St. Mary Common Stock to be issued to Seller from  3,400,000
shares to 3,380,818  shares. It is the understanding of the undersigned that the
Seller  desires  that these  shares of St.  Mary  Common  Stock  shall  issue as
follows:

                      Flying J Oil & Gas Inc. 1,690,409
                      Big West Oil & Gas Inc. 1,690,409

to be  owned  in  accordance  with  the  terms  of the PSA  and  the  additional
agreements attached to the PSA.

         Big West Oil &  Gas Inc. has indicated that it desires the right to
assign all or a portion of its shares of St. Mary  Common  Stock to Flying J Oil
&  Gas Inc.  after  Closing,  subject to the  provisions  of the PSA and the
Exhibits  thereto.  St. Mary hereby  consents and agrees to this  assignment  of
shares and has no objection  whatsoever to all, or any portion  thereof,  of the
shares of St. Mary Common  Stock being owned by Flying J Oil &  Gas Inc. St.
Mary,  Flying J Oil &  Gas Inc., and Big West Oil & Gas Inc. each agrees
that it  shall  execute,  acknowledge  and  deliver  or  cause  to be  executed,
acknowledged  and delivered,  such  instruments and  instructions and such other
action as may be necessary or advisable to enable this  transfer and  assignment
of shares of St. Mary Common  Stock as between Big West Oil &  Gas Inc.  and
Flying J. Oil &  Gas Inc. to occur subject to the  provisions of the PSA and
the  Exhibits  thereto.  The parties have  further  agreed that the  certificate
evidencing these shares of St. Mary Common Stock shall be delivered  directly to
St. Mary Land & Exploration Company by the transfer agent.

         To accommodate  an  unanticipated  issue  affecting  Buyer,  Seller has
agreed to convey all of its interests in that portion of the  Interests  located
in the State of Utah to Nance Petroleum Corporation, the parent of the Buyer.

         Unless otherwise defined in this letter,  capitalized terms used herein
shall have the meaning given to such terms in the PSA.

         If this letter properly sets forth our agreement  regarding the matters
addressed herein, please so signify by signing below.

                                Very truly yours,

     St. Mary Land & Exploration           NPC Inc.
     Company


By:  /s/ MILAM RANDOLPH PHARO                   By:  /s/ RONALD B. SANTI
     --------------------------------                ------------------------
     Milam Randolph Pharo                            Ronald B. Santi
     Vice President - Land & Legal               Vice President - Land


Agreed to and accepted this 29th day of January, 2003:

     Flying J Oil & Gas Inc.               Big West Oil & Gas Inc.


By:  /s/ CHRIS J. MALAN                         By:  /s/ CHRIS J. MALAN
     --------------------------------                -------------------------
     Chris J. Malan                                  Chris J. Malan
     General Counsel and Manager of Lands            General Counsel and Manager
                                                     of Lands

EX-10

                                                                    EXHIBIT 10.3

                       NONRECOURSE SECURED PROMISSORY NOTE


$71,593,795                                                     January 29, 2003

                  FOR VALUE  RECEIVED,  the  undersigned  Flying J Oil & Gas
Inc., a Utah  corporation  and Big West Oil &  Gas Inc., a Utah  corporation
(together  hereinafter the "Borrower") each hereby jointly and severally promise
to pay in U.S. Dollars to the order of St. Mary Land &  Exploration Company,
a Delaware corporation (hereinafter,  with any subsequent holder, the "Lender"),
the principal sum of $71,593,795 (the "Loan").

                  Interest.  The Loan  shall  bear  interest  at the rate of two
                  --------
percent above the one-year LIBOR rate (London  InterBank Offered Rate) in effect
at the  date  Lender  funds  the Loan in  connection  with  consummation  of the
transaction  wherein  NPC Inc.  has  acquired  certain oil and gas assets of the
Borrower (the  "Acquisition").  The applicable interest rate will be adjusted on
each one year anniversary of the Loan,  compounded annually,  with such interest
due and payable at maturity as set forth below.

                  Repayment.  The  Loan  shall  be  repayable  in its  entirety,
                  ---------
including principal and interest accrued thereon,  (A) by offset against amounts
Lender  shall owe to the  Borrower:  upon the earlier of: (i) the  exercise  and
consummation by the Borrower of its put option,  as provided in Exhibit G to the
Purchase and Sale Agreement  dated December 13, 2002 by and between the Borrower
and the Lender (the  "PSA"),  to require  the Lender to  purchase  shares of the
Lender's  Stock  issued to the  Borrower  pursuant  to the terms of the PSA (the
"Lender's  Stock"),  or (ii) the exercise and  consummation by the Lender of its
call  option,  as provided in Exhibit G to the PSA,  to  purchase  the  Lender's
Stock;  and (B) in any event,  no later  than the later of: (i) three  years and
ninety  days  after  the  Loan,  or (ii) one  year and  ninety  days  after  the
registration of the Lender's Stock as provided on Exhibit F to the PSA.

                  Prepayment. The Borrower may without penalty prepay any or all
                  ----------
of the amounts due under this Nonrecourse  Secured  Promissory Note at any time,
with such  prepayments  to be applied  first to accrued  interest  and second to
unpaid principal.

                  Default.  Subject  to the  non-recourse  provision  set  forth
                  -------
below,  in the event of any failure of the  Borrower  to repay this  Nonrecourse
Secured  Promissory  Note, in accordance  with the terms hereof,  the Loan shall
after the date due bear  interest due and payable at the rate of twelve  percent
per annum.

                  NON-RECOURSE  NATURE OF OBLIGATIONS.  THIS NONRECOURSE SECURED
                  -----------------------------------
PROMISSORY NOTE IS AND SHALL BE A NON-RECOURSE  PROMISSORY NOTE. IN THE EVENT OF
ANY DEFAULT BY THE BORROWER OF ITS OBLIGATIONS HEREUNDER, WHETHER FOR PAYMENT OF
THE PRINCIPAL AMOUNT OF THIS NOTE,  ACCRUED INTEREST OR OTHERWISE,  THE LENDER'S
ONLY RECOURSE SHALL BE AGAINST THE COLLATERAL  PLEDGED TO SECURE PAYMENT OF THIS
NOTE. IN THE EVENT THAT THE EXERCISE OF RIGHTS  AGAINST THE  COLLATERAL  ARE NOT
SUFFICIENT TO SATISFY  BORROWER'S  PAYMENT  OBLIGATIONS  HEREUNDER,  NEITHER THE
BORROWER,  NOR  ANY OF ITS  OFFICERS,  DIRECTORS,  AFFILIATES,  SHAREHOLDERS  OR
REPRESENTATIVES SHALL BE LIABLE FOR ANY DEFICIENCY.

                  Security. To secure the obligations of the Borrower under this
                  --------
Nonrecourse Secured Promissory Note, the Lender,  pursuant to that certain Stock
Pledge  Agreement  executed  between  the  Borrower  and the Lender of even date
herewith,  has been  granted  a  security  interest  in and  senior  lien on the
Lender's Stock. The Loan shall otherwise be without recourse to the Borrower.

                  Waivers.  Except as  expressly  set forth in this  Nonrecourse
                  -------
Secured  Promissory Note, and to the extent necessary for Lender to realize upon
the collateral in the event of a default in this Nonrecourse  Secured Promissory
Note, the Borrower hereby (a) waives all  presentment,  demand for  performance,
notice of  non-performance,  protest,  notice of protest and notice of dishonor,
and all other demands and notices in connection  with the delivery,  acceptance,
performance,  default or realization of collateral of this  Nonrecourse  Secured
Promissory  Note,  (b) assents to any extension or  postponement  of the time of
payment or any other  indulgence,  (c) waives any  requirement  of  diligence or
promptness on the part of the Lender in the  enforcement of its right to realize
the collateral  under this Nonrecourse  Secured  Promissory Note, and (d) waives
any valuation, stay, appraisement or redemption laws..

                  Payments; Notices. All payments to Lender shall be made at the
                  -----------------
address set forth below or at such other  address as the Lender shall specify in
writing  to  the  Borrower.  Any  notice  or  demand  in  connection  with  this
Nonrecourse  Secured  Promissory Note shall be in writing and shall be deemed to
have been duly given when (a)  delivered by hand,  (b) sent by  facsimile  (with
receipt confirmed) to the facsimile number set forth below, provided that a copy
is promptly  thereafter  mailed by first-class  prepaid  certified mail,  return
receipt requested,  (c) received by the addressee, if sent with delivery receipt
requested by Express Mail, Federal Express, or other express delivery service or
first-class  prepaid  certified mail, in each case to the appropriate  addresses
set forth below,  or to such other  address(es)  as a party may  designate as to
itself by notice to the other party.

                                       2

          If to the Lender:

                     St. Mary Land & Exploration Company 1776
                     Lincoln Street, Suite 1100 Denver, Colorado
                     80203-1080 Attn: Mr. Richard C. Norris
                     Facsimile: 303-861-0934

          If to the Borrower:

                     Flying J Oil & Gas Inc. and Big West Oil & Gas Inc.
                     c/o Flying J Inc.
                     1104 Country Hills Drive
                     Ogden, Utah 84403
                     Attn:  Mr. Phil Adams
                     Facsimile: 801-624-1705

                  Costs  and  Attorneys'  Fees.   Subject  to  the  non-recourse
                  ----------------------------
provision set forth above, after demand by the Lender the Borrower shall pay any
reasonable  costs and  expenses  of the  Lender  (including  without  limitation
reasonable  attorneys' fees and  out-of-pocket  expenses) in connection with the
enforcement and collection of this Nonrecourse Secured Promissory Note.

                  Assignability;   Governing  Law.  This   Nonrecourse   Secured
                  -------------------------------
Promissory  Note shall bind and inure to the  benefit  of the  Borrower  and the
Lender  and  their   respective   successors,   assigns,   heirs  and   personal
representatives.  This Nonrecourse  Secured Promissory Note shall be governed by
and  construed in accordance  with the laws of the State of Colorado,  and venue
for any action  regarding this  Nonrecourse  Secured  Promissory  Note shall lie
exclusively in the state or federal district court located in Denver, Colorado.

                  EXCEPTION.  NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH
                  ---------
ABOVE  IN THIS  NONRECOURSE  SECURED  PROMISSORY  NOTE,  THE  OBLIGATION  OF THE
BORROWER WITH RESPECT TO INTEREST ACCRUED ON THE LOAN DURING THE PERIOD FROM AND
AFTER TWO YEARS AND SIX MONTHS  FOLLOWING  THE DATE THE  LENDER  FUNDS THE LOAN,
TOGETHER WITH ANY DEFAULT INTEREST ACCRUING ONLY WITH RESPECT TO ANY NON-PAYMENT
OF INTEREST DURING THE PERIOD  COMMENCING TWO YEARS AND SIX MONTHS FOLLOWING THE
DATE HEREOF AND  REASONABLE  COSTS OF  COLLECTION  WITH RESPECT TO THE FOREGOING
INTEREST,  SHALL BE WITH FULL RECOURSE TO THE BORROWER. SUCH RECOURSE OBLIGATION
SHALL NOT BE SECURED BY THE  LENDER'S  STOCK  PURSUANT TO THE ABOVE  REFERRED TO
STOCK PLEDGE AGREEMENT.

                                       3

                  IN WITNESS  WHEREOF,  the Borrower has caused this Nonrecourse
Secured Promissory Note to be executed as of the date first set forth above.


                                                 FLYING J OIL & GAS INC.,
                                                 a Utah corporation


                                                 By:   /s/ JOHN R. SCALES
                                                       -------------------------

                                                 Title: President
                                                       -------------------------


                                                 BIG WEST OIL & GAS INC.
                                                 a Utah corporation


                                                 By:   /s/ JOHN R. SCALES
                                                       -------------------------

                                                 Title: PRESIDENT
                                                       -------------------------

                                       4

EX-10

                                                                    EXHIBIT 10.4

                             STOCK PLEDGE AGREEMENT


From:          Flying J  Oil & Gas  Inc., a  Utah  corporation  and Big West
               Oil & Gas  Inc.,  a  Utah  corporation  with  their principal
               executive  offices at 333 West  Center Street,  North Salt  Lake,
               Utah 84054-2805 (together the "Debtor").

To:            St. Mary  Land & Exploration Company, a  Delaware corporation
               as lender pursuant to that certain Nonrecourse Secured Promissory
               Note of even date herewith (the "Secured Party").

(A)      Grant of Security Interest.
         --------------------------

               In  consideration  of  the  loan  of  $71,593,795  together  with
interest  accrued thereon prior to a date that is two years and six months after
the date of the Nonrecourse Secured Promissory Note and any costs and attorneys'
fees  associated  therewith (the "Debt") made by the Secured Party to the Debtor
pursuant to the Nonrecourse  Secured Promissory Note of even date herewith,  and
all   renewals,   extensions,   amendments,   modifications,   supplements,   or
substitutions  therefor (the "Nonrecourse  Secured Promissory Note"), the Debtor
hereby  grants to the  Secured  Party a security  interest  in all of the right,
title and interest  (whether  now  existing or  hereafter  acquired and wherever
located)  of the Debtor in and to the  following  (the  "Collateral")  to secure
payment and  performance of all of the Debtor's  present and future  obligations
with respect to the Debt:

               3,380,818  shares  of the  Secured  Party's common  stock
         issued to  the Debtor among others, all certificates evidencing
         any such shares, and all dividends, cash, instruments and other
         property  now or  hereafter  received, receivable  or otherwise
         distributed in respect of or in exchange for any or all of such
         shares,  together  with  all  proceeds  of any  and all  of the
         foregoing.

         Except as set forth below, the Debt shall otherwise be without recourse
to the  Debtor,  meaning  that the Secured  Party's  sole  recourse  for Debtors
failure  to pay  the  Debt  and  for  any  default  in the  Nonrecourse  Secured
Promissory Note shall be to retain and/or realize upon the  Collateral.  Secured
Party shall have no cause of action or other right  against  Debtor to pursue or
collect from Debtor any  deficiency or other amount  whatsoever  relating to the
Nonrecourse  Secured  Promissory  Note or any  default  therein.  The  foregoing
non-recourse  provision shall not however apply to interest  accrued on the Debt
from and after two years and six months  following  the date of the  Nonrecourse
Secured  Promissory  Note or to any  default  interest  thereon  or any costs of
collection  thereof,  and this Stock Pledge  Agreement shall not apply to any of
such amounts.

(B)      Debtor's   Representations,  Warranties  and  Agreements.  The   Debtor
         --------------------------------------------------------
represents, warrants and agrees that:

               1. Except with  respect to the lien  granted  herein,  the Debtor
owns the same right in the  Collateral  that it received  from the Secured Party
and no other person has or claims any interest in any Collateral by, under, from
or through  the  Debtor.  The Debtor has and will have at all times full  right,
power and  authority  to grant a  security  interest  in the  Collateral  to the
Secured Party as provided herein,  free and clear of any lien, adverse claim, or
encumbrance made by, under,  from or through  Debtor.The  Debtor will defend any
proceeding which may materially  affect title to or the Secured Party's security
interest  in any  Collateral  to the extent that the claim  arises by,  through,
under  or from  the  Debtor,  and  will  indemnify  the  Secured  Party  for all
reasonable  costs and  expenses  of the Secured  Party's  defense  against  such
claims.

               2. The  Debtor  will pay when due all  future  charges,  liens or
encumbrances on the Collateral arising by, through, under or from the Debtor and
all taxes and assessments  hereafter levied or imposed on or adversely affecting
the  Collateral  provided  that  the  foregoing  need  not be paid  while  being
diligently  contested in good faith and by  appropriate  proceedings  so long as
adequate reserves have been established with respect thereto.

               3. All certificates  evidencing the Collateral shall be delivered
to the  Secured  Party  on or  prior  to the  execution  and  delivery  of  this
Agreement, and all such certificates shall be held by the Secured Party pursuant
hereto and shall be delivered in suitable form for transfer by delivery with any
necessary  endorsement or shall be accompanied by fully executed  instruments of
transfer or assignment in blank,  all in form and substance  satisfactory to the
Secured Party.

               4.  The   Secured   Party  is   irrevocably   appointed   as  the
attorney-in-fact  of the Debtor (which  appointment is coupled with an interest)
upon the  occurrence  and during the  continuation  of a Default  (as defined in
paragraph  1 of  section  (C) and  after  giving  effect to any  relevant  grace
periods) to do any act which the Debtor is  obligated  hereby to do, to exercise
such rights as the Debtor might exercise, and to execute and file in the name of
the Debtor any financing  statements and amendments  thereto required to perfect
the Secured Party's security interest hereunder, all to protect and preserve the
Collateral  and the Secured  Party's rights  hereunder.  Upon the occurrence and
during the continuation of a Default,  the Secured Party may at its option,  and
as its sole recourse against Debtor,  retain the Collateral in full satisfaction
of the Debt or any unpaid portion thereof.

               5. The  Debtor  waives  (a)  presentment,  protest  and notice of
protest; and (b) any right to the benefit of or to direct the application of any
Collateral  upon the occurrence and during the  continuation  of a Default until
the Debt shall have been paid

                                       2

(C)      Defaults and Remedies; Non-waiver.
         ---------------------------------

               1. A Default as defined under the Nonrecourse  Secured Promissory
Note shall constitute a Default under this Stock Pledge Agreement.

               2. Upon  Default of the Debtor,  at the Secured  Party's  option,
without demand or notice,  all or any part of the Debt shall immediately  become
due.  The  Secured  Party  shall have only those  rights  provided by this Stock
Pledge  Agreement  and the  Nonrecourse  Secured  Promissory  Note.  The Secured
Party's  acceptance of partial or delinquent  payments or failure of the Secured
Party to exercise any right or remedy at any time shall not waive any obligation
of the Debtor, or any right or remedy of the Secured Party, or modify this Stock
Pledge Agreement, or waive any other similar default.

(D)      Voting Rights, Dividends, Etc. in Respect of Collateral.
         -------------------------------------------------------

               1. So long as no Default shall have  occurred and be  continuing,
the Debtor may receive and retain any and all  dividends  paid in respect of the
Collateral; provided, however, that any and all


                   (a)  dividends  paid or payable other than in cash in respect
         of,  and   instruments  and  other  property  received,  receivable  or
         otherwise distributed in respect of or in exchange for, any Collateral,

                   (b) dividends and other distributions paid or payable in cash
         in respect  of any Collateral  in connection  with  a partial or  total
         liquidation  or  dissolution  or  in  connection  with  a reduction  of
         capital,  capital surplus or paid-in surplus, and

                   (c) cash paid, payable or otherwise distributed in redemption
         of, or in exchange for, any Collateral

shall be retained by Secured Party to hold as Collateral hereunder.

               2. Upon the occurrence and during the continuance of a Default

                   (a) all  rights  of the  Debtor to  receive  and  retain  the
         dividends  which it would otherwise be authorized to receive and retain
         pursuant to  subsection (1) of this section shall  automatically cease,
         and all such rights shall thereupon  become vested in the Secured Party
         which  shall  thereupon  have  the  sole right to  receive and  hold as
         Collateral such dividends;

                   (b) without  limiting the  generality of the  foregoing,  the
         Secured  Party  may  at its  option  exercise  any  and  all  rights of
         conversion, exchange,  subscription or any  other rights, privileges or
         options pertaining to any of the Collateral  as if it were the absolute

                                       3

         owner thereof, including, without limitation, the right to exchange, in
         its  discretion, any  and  all  of  the  Collateral  upon  the  merger,
         consolidation,  reorganization, recapitalization or other adjustment of
         the Secured Party.


(E)      General Provisions.
         ------------------

               1. On transfer of all or any part of the Debt,  the Secured Party
may  transfer all or any part of the security  interest in the  Collateral.  Any
such  transfer  shall  discharge  the  Secured  Party  from  all  liability  and
responsibility  with respect to such Collateral  transferred.  This Stock Pledge
Agreement  benefits  the Secured  Party's  successors  and assigns and binds the
successors and assigns of the Debtor.  This Stock Pledge Agreement  contains the
entire security  agreement by the Debtor and the Secured Party.  The Debtor will
execute any additional  agreements,  assignments or documents  which the Secured
Party  reasonably  may request to  effectuate  this Stock  Pledge  Agreement  or
perfect any rights or interests of the Secured Party.

               2.  Captions,  titles and section  and  paragraph  divisions  and
arrangements in this Stock Pledge Agreement and in any instruments and documents
heretofore or hereafter made or executed are for  convenience  and for reference
only, and shall not affect the meaning,  interpretation or construction thereof.
Whenever the context so requires,  any gender shall  include all other  genders,
and the singular number shall include the plural.

               3. If any one or more  provisions of this Stock Pledge  Agreement
should be  invalid,  illegal or  unenforceable  in any  respect,  the  validity,
legality and enforceability of the remaining  provisions  contained herein shall
not in any way be affected, impaired or prejudiced thereby.

               4. All  notices  under this Stock  Pledge  Agreement  shall be in
writing and legible and shall be effective upon (a) receipt or refusal to accept
delivery if delivered  personally,  (b) one  business day after  deposit with an
overnight courier service, (c) three business days after deposit in the mails if
mailed,  or (d) upon receipt of written  confirmation  if delivered by facsimile
transmission.

               5. This Stock Pledge Agreement shall be governed by and construed
in  accordance  with the laws of the State of  Colorado  and may be  executed in
counterparts and by facsimile transmission.  Venue for any action regarding this
Stock Pledge  Agreement shall lie  exclusively in the state or federal  district
court located in Denver, Colorado.

                                        4

                  IN WITNESS WHEREOF, the parties have duly executed this Stock
Pledge Agreement as of January 29, 2003.


DEBTOR:

FLYING J OIL & GAS INC.,
a Utah corporation


By:    /s/ JOHN R. SCALES
       ----------------------------------------

Title: President
       ----------------------------------------


BIG WEST OIL & GAS INC.,
a Utah corporation


By:    /s/ JOHN R. SCALES
       ---------------------------------------

Title: President
       ---------------------------------------


SECURED PARTY:

ST. MARY LAND & EXPLORATION COMPANY,
a Delaware corporation


By:    /s/ MILAM RANDOLPH PHARO
       ---------------------------------------

Title: Vice President - Land & Legal
       ---------------------------------------

                                        5

EX-10

                                                                    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
                    --------------------
following terms shall have the following respective meanings:

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

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

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

                  (d) "Form S-3" shall mean such form under the  Securities  Act
                       --------
         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
                        ------
         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
                        ----------
         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
                       ---------
         under the Securities Act.

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

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

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

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

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

                                       2

                  (n)  "Underwritten  Registration" or  "Underwritten  Offering"
                        --------------------------
         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
                        ---------
         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
                                     ------------------------------
         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

                                       3

                  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:
                             -----------------

                                    (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

                                       4

                           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

                                       5

                           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:

                                       7

                                    (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

                                       10

         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

EX-10

                                                                    EXHIBIT 10.6

                          PUT AND CALL OPTION AGREEMENT

         This Put and Call  Option  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"), (FJOG and
BWOG are collectively referred to herein as "Flying J").

                                    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, 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  and in  connection  with the
issuance of such  Shares of St.  Mary  Stock,  St. Mary and Flying J have agreed
that St.  Mary  shall  grant to FJOG and BWOG the right to require  St.  Mary to
repurchase  such Shares,  and FJOG and BWOG shall grant to St. Mary the right to
require  FJOG and BWOG to sell to St.  Mary  such  Shares,  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
                    --------------------
following terms shall have the following respective meanings:

                  (a) "Call  Exercise  Notice" shall mean a written  notice,  in
                       ----------------------
         substantially  the form of Exhibit B attached hereto,  from St. Mary to
         FJOG and BWOG with respect to the exercise of St. Mary's Call Option.

                  (b) "Call  Option"  shall mean St.  Mary's right and option to
                       ------------
         require FJOG and BWOG, on the terms and conditions set forth herein, to
         sell to St. Mary all of the Shares of St. Mary Stock  issued  under the
         PSA.

                  (c) "Person"   shall   mean   any   individual,   partnership,
                       ------
         corporation,   limited  liability  company,  association,  joint  stock
         company, trust, joint venture, other form of business organization,  or
         unincorporated organization.

                  (d) "Put  Exercise  Notice"  shall mean a written  notice,  in
                       ---------------------
         substantially the form of Exhibit A attached hereto, from FJOG and BWOG
         to St.  Mary with  respect  to the  exercise  of FJOG's  and BWOG's Put
         Option.

                  (e) "Put Option" shall mean FJOG's and BWOG's right and option
                       ----------
         to require St. Mary, on the terms and conditions  set forth herein,  to
         purchase  from FJOG and BWOG all of the Shares of St. Mary Stock issued
         under the PSA.

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

         Section 2. Grant of Put Option and Call Option.
                    -----------------------------------

                  (a) Put Option.  Subject to the terms and conditions set forth
                      ----------
         herein,  St. Mary irrevocably  grants and issues to FJOG and BWOG a Put
         Option whereby FJOG and BWOG shall have the right and option to require
         St. Mary to purchase from FJOG and BWOG, upon five days advance written
         notice by  delivering a Put Exercise  Notice,  all of the Shares of St.
         Mary Stock  issued to FJOG and BWOG  under the PSA at a purchase  price
         (the "Put Payment Price") of $71,593,795 together with interest thereon
         at the rate of two  percent  above  the  one-year  LIBOR  rate  (London
         InterBank Offered Rate) in effect at the closing (the "Closing") of the
         transaction  pursuant to which NPC Inc. has acquired  substantially all
         of the oil and gas assets of the FJOG and BWOG (the  "Acquisition") and
         with  such  interest  adjusted  on each  one  year  anniversary  of the
         Closing,  compounded annually,  with such interest due and payable upon
         exercise of the Put Option. It is the intention of the parties that St.
         Mary  shall pay to FJOG and BWOG for  exercise  of this Put  Option the
         exact amount, including both principal and interest, that FJOG and BWOG
         shall be  required  to pay to St.  Mary under the  Nonrecourse  Secured
         Promissory  Note dated  January 29, 2003.  It is further  intended that
         FJOG and BWOG  shall have the full right to offset all sums owed to St.
         Mary under the  Nonrecourse  Secured  Promissory  Note against sums St.
         Mary shall owe to FJOG and BWOG as a result of their  exercise  of this
         Put Option.  Notwithstanding  anything to the contrary contained in the
         foregoing, the Put Payment Price shall not however include any interest
         accrued on the Nonrecourse  Secured  Promissory Note from and after two
         years and six months  following the Closing or any default  interest on
         such  non-included   interest  or  the  costs  of  collection  of  such
         non-included interest. Such Put Option shall be exercisable at any time
         on or  before  the  date  that  the  loan by St.  Mary to FJOG and BWOG
         pursuant  to the  Nonrecourse  Secured  Promissory  Note  (the  "Note")
         matures and becomes repayable to St. Mary in full pursuant to the terms
         of the Note and shall be  exercisable  only for all, and not a portion,

                                       2

         of the Shares of St. Mary Stock issued under the PSA.

                  (b) Call Option. Subject to the terms and conditions set forth
                      -----------
         herein,  FJOG and BWOG  irrevocably  grant and issue to St. Mary a Call
         Option whereby St. Mary shall have the right and option to require FJOG
         and BWOG to sell to St. Mary,  upon five days advance written notice by
         delivering a Call Exercise Notice,  all of the Shares of St. Mary Stock
         issued  to FJOG and BWOG  under  the PSA at a sales  price  (the  "Call
         Payment Price") of  $97,447,094.  Such Call Option shall be exercisable
         at any time on or before  the date that the Loan  matures  and  becomes
         repayable  to St.  Mary in full  pursuant  to the terms of the Note and
         shall be exercisable only for all, and not a portion,  of the Shares of
         St. Mary Stock issued under the PSA.

         Section 3.  Termination  of Put Option  and Call  Option.  Both the Put
                     --------------------------------------------
Option and the Call Option shall  terminate and be of no further force or effect
at such time as the date that the Loan matures and becomes repayable to St. Mary
in full  pursuant  to the  terms of the  Note,  or from and  after  any  earlier
prepayment  of the Loan. In addition,  upon the exercise of the Put Option,  the
Call Option shall terminate,  and upon the exercise of the Call Option,  the Put
Option  shall  terminate.  The  time at which  the Put  Option  and Call  Option
terminate shall be the "Expiration Time."

         Section 4. Exercise of Put Option.
                    ----------------------

                  (a) If at any time prior to the Expiration  Time FJOG and BWOG
         wish to exercise  their Put Option,  FJOG and BWOG shall  deliver a Put
         Exercise  Notice  to St.  Mary.  Such  Put  Exercise  Notice  shall  be
         effective  if and  only if it is  received  by St.  Mary  prior  to the
         Expiration Time.

                  (b) Within  five days after  delivery  to St.  Mary of the Put
         Exercise  Notice,  St.  Mary shall  offset  the full  amount of the Put
         Payment  Price for all of the Shares of St. Mary Stock issued under the
         PSA  and  to be  repurchased  by  St.  Mary,  against  the  outstanding
         indebtedness  of FJOG and BWOG to St.  Mary under the Note and FJOG and
         BWOG  shall  deliver  to  St.  Mary  a  certificate   or   certificates
         representing  all of the  Shares,  which shall be free and clear of all
         liens, claims, charges and encumbrances of any kind whatsoever.

         Section 5. Exercise of Call Option.
                    -----------------------

                  (a) If at any time  prior  to the  Expiration  Time  St.  Mary
         wishes to  exercise  its Call  Option,  St.  Mary shall  deliver a Call
         Exercise  Notice to FJOG and BWOG.  Such Call Exercise  Notice shall be
         effective  if and only if it is  received by FJOG and BWOG prior to the
         Expiration Time.

                                       3

                  (b) Within  five days after  delivery  to FJOG and BWOG of the
         Call Exercise Notice, St. Mary shall offset the full amount of the Call
         Payment  Price for all of the Shares of St. Mary Stock issued under the
         PSA  and to be  sold  by  FJOG  and  BWOG  to  St.  Mary,  against  the
         outstanding  indebtedness  of FJOG and BWOG to St. Mary under the Note,
         and to the extent that the Call Payment Price exceeds such  outstanding
         indebtedness  it shall be payable in cash as FJOG and BWOG shall direct
         in writing at least three  business days prior to the payment date, and
         FJOG and BWOG shall deliver to St. Mary a certificate  or  certificates
         representing  all of such Shares,  which shall be free and clear of all
         liens, claims, charges and encumbrances of any kind whatsoever.

         Section 6.  Transfers  of Shares of St. Mary  Stock.  In the event that
                     ---------------------------------------
while the Put Option and Call Option remain in effect FJOG or BWOG transfers any
of the Shares of St. Mary Stock subject to this  Agreement,  which transfer must
comply with the applicable transfer restrictions set forth in that certain Share
Transfer  Restriction  Agreement dated as of January 29, 2003 by and among FJOG,
BWOG,  and St.  Mary,  to any  Person  that is not a party  hereto or  otherwise
subject to the terms and provisions  hereof,  such Person shall take such Shares
subject to all of the terms and  provisions of this  Agreement and such transfer
shall be  effective  if and only if such Person  executes and delivers a written
agreement to St. Mary to the effect that such Person shall be bound by the terms
of this Agreement as if such Person were an original party hereto.

         Section 7. Stock Certificate  Legend. For so long as the Put Option and
                    -------------------------
Call Option remain in effect,  each  certificate  representing the Shares of St.
Mary Stock  subject to this  Agreement  shall bear, in addition to any legend or
legends  required  by  applicable  securities  laws  and  any  other  agreements
pertaining to such Shares, a legend in substantially the following form:

                  THE SHARES  REPRESENTED BY THIS CERTIFICATE ARE
                  SUBJECT  TO THE  PROVISIONS  OF A PUT AND  CALL
                  OPTION  AGREEMENT  DATED  JANUARY  29, 2003, BY
                  AND AMONG THE COMPANY AND CERTAIN  STOCKHOLDERS
                  OF  THE  COMPANY.  A COPY OF  SUCH PUT AND CALL
                  OPTION  AGREEMENT IS ON  FILE AT THE  PRINCIPAL
                  OFFICE OF THE COMPANY WHERE IT MAY BE INSPECTED.

         Section 8.  Injunctive  Relief  and  Specific  Performance.  Each party
                     ----------------------------------------------
hereto 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 breach of this  Agreement.  Therefore,  it is agreed
that the parties  shall be entitled to  specific  relief  hereunder,  including,
without limitation,  an injunction or injunctions to prevent and enjoin breaches
of the provisions of this Agreement and an order of specific  performance of the

                                       4

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 9.  Representations  and  Warranties of Flying J. To induce St.
                     --------------------------------------------
Mary  to  enter  into  this  Agreement  and  to  consummate   the   transactions
contemplated  hereby,  each of FJOG and BWOG represents and warrants to St. Mary
as follows:

                  (a) Binding Agreement. The execution, delivery and performance
                      -----------------
         of this Agreement by such party and the  consummation  by such party of
         the  transactions  contemplated  hereby  have  been  duly  and  validly
         authorized by all necessary corporate action on the part of such party.
         This Agreement has been duly executed and delivered by such party, and,
         assuming the valid authorization,  execution and delivery hereof by St.
         Mary,  is a valid and binding  obligation  of such  party,  enforceable
         against  such  party in  accordance  with  its  terms,  except  as such
         enforcement may be limited by bankruptcy,  insolvency,  reorganization,
         moratorium,  and  other  similar  laws  affecting  or  relating  to the
         enforcement of creditors' rights generally and by general principles of
         equity (whether applied in a proceeding at law or in equity).

                  (b) Execution;  No  Violations.  The execution and delivery of
                      --------------------------
         this  Agreement  by such party does not, and the  consummation  by such
         party of the transactions  contemplated hereby will not: (i) violate or
         conflict  with  the  organizational  documents  of  such  party  or any
         agreement,  order, injunction,  decree, or judgment to which such party
         is a party or by which such party or any of its  respective  properties
         is bound;  or (ii) violate any law,  rule or  regulation  applicable to
         such party.

                  (c) Governmental and Other Consents.  No consent,  approval or
                      -------------------------------
         authorization of, or designation,  registration,  declaration or filing
         with, any  governmental  entity or third Person is required on the part
         of such party in  connection  with the  execution  or  delivery of this
         Agreement or the  consummation by it of the  transactions  contemplated
         hereby.

         Section 10.  Representations and Warranties of St. Mary. To induce FJOG
                      ------------------------------------------
and BWOG to  enter  into  this  Agreement  and to  consummate  the  transactions
contemplated  hereby,  St.  Mary  represents  and  warrants  to FJOG and BWOG as
follows:

                  (a) Binding Agreement. The execution, delivery and performance
                      -----------------
         of this Agreement by St. Mary and the  consummation  by St. Mary of the
         transactions  contemplated hereby have been duly and validly authorized
         by all  necessary  corporate  action  on the  part  of St.  Mary.  This
         Agreement  has been duly  executed  and  delivered  by St.  Mary,  and,
         assuming the valid authorization,  execution and delivery hereof by the

                                       5

         other parties  hereto,  is a valid and binding  obligation of St. Mary,
         enforceable  against St. Mary in accordance  with its terms,  except as
         such   enforcement   may  be   limited   by   bankruptcy,   insolvency,
         reorganization,   moratorium,  and  other  similar  laws  affecting  or
         relating to the  enforcement  of  creditors'  rights  generally  and by
         general principles of equity (whether applied in a proceeding at law or
         in equity).

                  (b) Execution;  No  Violations.  The execution and delivery of
                      --------------------------
         this Agreement by St. Mary does not, and the  consummation  by St. Mary
         of the  transactions  contemplated  hereby  will not:  (i)  violate  or
         conflict  with  the  organizational   documents  of  St.  Mary  or  any
         agreement, order, injunction,  decree, or judgment to which St. Mary is
         a party or by which St. Mary or any of its properties is bound; or (ii)
         violate any law, rule or regulation applicable to St. Mary.

                  (c) Governmental and Other Consents.  No consent,  approval or
                      -------------------------------
         authorization of, or designation,  registration,  declaration or filing
         with, any  governmental  entity or third Person is required on the part
         of St.  Mary in  connection  with the  execution  or  delivery  of this
         Agreement or the  consummation by it of the  transactions  contemplated
         hereby.

                  (d) No Impairment of Capital.  No impairment to the capital of
                      ------------------------
         St. Mary exists on the date of this  Agreement  or on the date that the
         transactions  contemplated  by this Agreement  shall be performed.  St.
         Mary's  execution  and  performance  of the  PSA and  other  agreements
         referenced  therein,  including  this  agreement  will not  impair  the
         capital of St. Mary.

         Section 11. Miscellaneous.
                     -------------

                  (a)   Notices.    All   notices,    consents,    instructions,
                        -------
         authorizations,  waivers and other communications required or permitted
         by this Agreement  shall be in writing and unless  specified  otherwise
         herein 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.

                                       6

                  (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. 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 that if FJOG and BWOG shall  transfer their interest in
         the St.  Mary  Stock to  Flying J Inc.  in  accordance  with the  Share
         Transfer  Restriction  Agreement  between the  Parties  hereto then the
         rights  and  obligations  of FJOG and BWOG  herein may be  assigned  to
         Flying J Inc.  without the  consent of the other  parties  hereto.  Any
         attempted  assignment  proscribed  hereby  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.

                  (f)  Amendments.  This  Agreement  may be  amended  only by an
                       ----------
         agreement in writing executed by each of the parties hereto.

                  (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

                                       7

         addresses  referred  to in  Section  11(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.

                  (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 number of shares of St.
                      -----------------------------
         Mary Stock 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.

                                       8

         IN WITNESS  WHEREOF,  this Put and Call Option  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 LAND & EXPLORATION COMPANY,
a Delaware corporation


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


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

                                       9

EX-10

                                                                    EXHIBIT 10.7


                              STANDSTILL AGREEMENT

         This   Standstill   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")  (with
FJOG, BWOG and the Parent collectively referred to herein as "Flying J").

                                    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,  St. Mary  desires
that each of FJOG and BWOG make certain agreements,  covenants,  representations
and warranties with respect to St. Mary Stock 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
                    --------------------
following terms shall have the following respective meanings:

                  (a)  "Affiliate"  and  "Associate"  shall have the  respective
                        ---------------------------
         meanings  set  forth in Rule  12b-2  promulgated  by the SEC  under the
         Exchange Act.

                  (b) "Beneficial  Owner" and "Beneficially  Own" shall have the
                       -----------------------------------------
         same meanings as set forth in Rule 13d-3  promulgated  by the SEC under
         the Exchange  Act,  except that a Person shall also be deemed to be the
         Beneficial  Owner of all securities  which such Person has the right to
         acquire  pursuant to the exercise of any rights in connection  with any
         securities  or any  agreement,  regardless  of when such  rights may be
         exercised and whether they are conditional.

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

                  (d)   "Person"   shall  mean  any   individual,   partnership,
                         ------
         corporation,   limited  liability  company,  association,  joint  stock
         company, trust, joint venture, other form of business organization,  or
         unincorporated organization.

                  (e) "SEC" shall mean the United States Securities and Exchang
                       ---
         Commission.

                  (f) "St.  Mary Board" shall mean the Board of Directors of St.
                       ---------------
         Mary.

                  (g)  "Standstill  Period"  shall  mean  that  period  of  time
                        ------------------
         beginning upon the Closing of the PSA and ending upon the expiration of
         two years and six months after such closing.

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

         Section 2. Standstill Agreement.
                    --------------------

                  (a) No Increase in Ownership of St. Mary After Closing of PSA.
                      ---------------------------------------------------------
         Each of FJOG and BWOG  covenants  and agrees  that,  from and after the
         date hereof and until the expiration of the Standstill Period,  neither
         it nor any of its  Affiliates  or Associates  shall,  without the prior
         written  consent of St. Mary  specifically  expressed  in a  resolution
         adopted by the St. Mary  Board,  directly  or  indirectly,  purchase or
         cause to be  purchased  or  otherwise  acquire or agree to acquire,  or
         become or agree to become  the  Beneficial  Owner  of,  any  additional
         equity securities of St. Mary, or any additional securities convertible
         into or  exchangeable  for  any  equity  securities  of St.  Mary.  The
         foregoing shall not however apply to any securities  distributed by St.
         Mary to the holders of the St. Mary Stock, to any transfer between FJOG
         and BWOG or to any transfer to Flying J Inc. in accordance with Section
         2 of the Share Transfer Restriction Agreement.

                  (b) Other Prohibited Actions.  Each of FJOG and BWOG covenants
                      ------------------------
         and agrees that,  during the Standstill  Period,  neither it nor any of
         its Affiliates or Associates  shall,  without the prior written consent
         of St. Mary specifically  expressed in a resolution  adopted by the St.
         Mary Board, directly or indirectly, solicit, request, advise, assist or
         encourage any Person to:

                           (i) form,  join in or in any other way participate in
                  a "partnership, limited partnership, syndicate or other group"
                  within the  meaning of Section  13(d)(3) of the  Exchange  Act
                  with respect to  securities  of St. Mary or deposit any voting
                  securities   of  St.  Mary  in  a  voting   trust  or  similar
                  arrangement  or subject any voting  securities  of St. Mary to
                  any voting agreement or pooling  arrangement,  other than with
                  respect  to an  arrangement  among  FJOG  and  BWOG  or  their

                                       2

                  respective  Affiliates and Associates concerning the Shares of
                  St. Mary Stock to be issued under the PSA;

                           (ii) solicit proxies or written consents with respect
                  to St.  Mary voting  securities  under any  circumstances,  or
                  make, or in any way participate in, any  "solicitation" of any
                  "proxy" to vote any St.  Mary voting  securities,  or become a
                  "participant"  in any contested  solicitation for the election
                  of  directors  with  respect  to St.  Mary (as such  terms are
                  defined  or used in Rules  14a-1  and Item 4 of  Schedule  14A
                  under the Exchange  Act),  or seek to advise or influence  any
                  Person with respect to the voting,  holding or  disposition of
                  any St. Mary voting  securities  other than in accordance with
                  any  solicitation or  recommendation  by the St. Mary Board or
                  management of St. Mary;

                           (iii)  seek to  call,  or to  request  the call of, a
                  special meeting of the St. Mary stockholders, or seek to make,
                  or make, a stockholder proposal at any meeting of the St. Mary
                  stockholders,  or seek to make, or make,  any  nomination  for
                  election of a director to the St. Mary Board or make a request
                  for a list of the St. Mary stockholders;

                           (iv)  commence or announce any  intention to commence
                  any tender  offer for any shares of St.  Mary  Stock,  or file
                  with or send to the SEC a Schedule  13D or any  amendments  to
                  any  Schedule  13D under the  Exchange Act with respect to St.
                  Mary Stock to reflect  changes  to the  disclosures  set forth
                  therein and  exhibits  filed  therewith,  except to the extent
                  such  filing is solely to report one or a  combination  of (A)
                  permitted  purchases  of St.  Mary  Stock,  or  (B)  permitted
                  dispositions of St. Mary Stock  (including  dispositions  that
                  reduce the Beneficial  Ownership of FJOG or BWOG below 5%). In
                  addition,  FJOG or BWOG may file a Schedule 13D to comply with
                  amendments  after  the date  hereof  to  Section  13(d) of the
                  Exchange Act, to the rules promulgated  thereunder,  or to the
                  SEC's  interpretation  of  either of the  foregoing  (it being
                  understood  that nothing  contained  in this Section  2(b)(iv)
                  shall be deemed to permit  any  action or  disclosure  that is
                  otherwise prohibited by this Agreement);

                           (v)  make a  proposal  or bid  with  respect  to,  or
                  announce any  intention or desire to make, or publicly make or
                  disclose,  or  cause  to be made or  disclosed  publicly,  any
                  proposal  or bid  with  respect  to,  the  acquisition  of any
                  material  portion of the  assets of St.  Mary or of all or any
                  portion of the  outstanding  St.  Mary  Stock,  or any merger,
                  consolidation,  other  business  combination,   restructuring,
                  recapitalization,    liquidation   or   other    extraordinary
                  transaction involving St. Mary;

                                       3

                           (vi)  arrange,  or in any  way  participate  in,  any
                  financing  for any  transaction  referred  to in  clauses  (i)
                  through (v) above; or

                           (vii) publicly  disclose,  or cause or facilitate the
                  public   disclosure   of   (including  by  disclosure  to  any
                  journalist or other representative of the media), any request,
                  or  otherwise  seek (in any manner that would  require  public
                  disclosure  by  FJOG  or  BWOG  or  any  of  their  respective
                  Affiliates  or  Associates),  to obtain  any waiver or consent
                  under, or any amendment of, any provision of this Agreement.

         Section 3. Voting of St. Mary Stock.
                    ------------------------

                  (a) Stockholder  Meetings.  During the Standstill Period, each
                      ---------------------
         of FJOG and BWOG  shall  cause all  shares of St.  Mary  Stock that are
         Beneficially Owned by it, and/or its Affiliates or Associates, and that
         are  entitled to vote as of the record date for any meeting of St. Mary
         stockholders,  to be present for quorum purposes at such meeting and to
         be voted in favor of (i) the St. Mary Board's  nominees for election as
         directors  at such  meeting  or at any  adjournments  or  postponements
         thereof, and (ii) the St. Mary Board's proposals at such meeting or any
         adjournments or postponements thereof.

                  (b)  Further  Assurances  and  Proxies.  Each of FJOG and BWOG
                       ---------------------------------
         further  agree to take all action  necessary to carry out the intention
         of this Section.  In connection  with the  foregoing,  each of FJOG and
         BWOG shall  deliver to St.  Mary  executed  proxies  authorizing  those
         individuals  designated by the St. Mary Board in its proxy solicitation
         for  such  meeting  to vote  all  shares  of St.  Mary  Stock  that are
         Beneficially  Owned by each of FJOG and BWOG  and/or  their  respective
         Affiliates  or  Associates as of the record date for any meeting of St.
         Mary stockholders  during the Standstill Period in favor of (i) the St.
         Mary  Board's  nominees for election as directors at such meeting or at
         any  adjournments  or  postponements  thereof,  and (ii)  the St.  Mary
         Board's  proposals at such meeting or any adjournments or postponements
         thereof.  Such  proxies  will be coupled  with an interest and shall be
         irrevocable.

         Section 4.  Press  Releases  and Other  Public  Statements.  During the
                     ----------------------------------------------
Standstill  Period,  each of FJOG and BWOG agrees that neither it nor any of its
Affiliates  or  Associates  will  issue  any  press  release,  make  any  public
statement,  or issue a letter to St. Mary stockholders which contains statements
about St. Mary, without obtaining the prior written consent of St. Mary.

         Section 5. Transfers of St. Mary Stock.
                    ---------------------------

                  (a) Transferees Bound. In the event that during the Standstill
                      -----------------
         Period FJOG,  BWOG or any Affiliate or Associate of either FJOG or BWOG
         transfers any shares of St. Mary Stock subject to this Agreement, which

                                       4

         transfer must comply with the transfer  restrictions  set forth in that
         certain Share Transfer  Restriction  Agreement  dated as of January 29,
         2003 (the "Share  Transfer  Restriction  Agreement") by and among FJOG,
         BWOG  and  St.  Mary,  to any  Person  that is not a  party  hereto  or
         otherwise subject to the terms and provisions hereof, such Person shall
         take such  shares  subject to all of the terms and  provisions  of this
         Agreement  and such  transfer  shall be  effective  if and only if such
         Person  executes  and  delivers a written  agreement to St. Mary to the
         effect that such Person  shall be bound by the terms of this  Agreement
         as if such Person were an original party hereto.

                  (b) Exceptions.  The foregoing provisions of subsection (a) of
                      ----------
         this Section shall not apply to the following transactions or under the
         following circumstances:

                           (i) Subject to the transfer restrictions set forth in
                  the Share Transfer Restriction  Agreement,  sales of shares of
                  St. Mary Stock in open market  transactions to Persons who are
                  unrelated to Flying J; and

                           (ii) In the  event  of an  Acquisition  of St.  Mary,
                  which for purposes of this Agreement shall mean the occurrence
                  of any of the following events:  (A) St. Mary shall not be the
                  surviving  entity in any merger  (other  than a merger  with a
                  subsidiary  of St. Mary),  share  exchange,  consolidation  or
                  other  reorganization  (or survives only as a subsidiary of an
                  entity other than an Affiliate of St.  Mary);  or (B) St. Mary
                  sells,  leases or exchanges  all or  substantially  all of its
                  assets  to  any  other  Person  (other  than  a  wholly  owned
                  subsidiary  of St.  Mary).  In the event of a tender offer for
                  shares of St.  Mary Stock  which is  approved  by the St. Mary
                  Board  pursuant to a plan  intended to result in a  subsequent
                  Acquisition  of  St.  Mary,   FJOG,  BWOG  and  any  of  their
                  respective  Affiliates or Associates  may  participate in such
                  tender offer,  without the restrictions of this Section,  with
                  respect to the shares of St. Mary Stock that are  Beneficially
                  Owned by them, and the maker of such tender offer shall not be
                  subject to the  restrictions  on transfer with respect to such
                  shares of St. Mary Stock.

         Section  6. Stock  Certificate  Legend.  For so long as this  Agreement
                     --------------------------
remains  in  effect,  each  certificate  representing  shares of St.  Mary Stock
subject to this  Agreement  shall  bear,  in  addition  to any legend or legends
required by applicable  securities laws and any other  agreements  pertaining to
such shares, a legend in substantially the following form:

                  THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
                  SUBJECT  TO  THE PROVISIONS  OF  A  STANDSTILL
                  AGREEMENT DATED JANUARY 29, 2003, BY AND AMONG

                                       5

                  THE  COMPANY AND  CERTAIN STOCKHOLDERS  OF THE
                  COMPANY, PURSUANT TO WHICH  THE ACQUISITION OF
                  ADDITIONAL  SHARES  AND  THE  VOTING  OF  SUCH
                  SHARES  ARE  SUBJECT  TO  CERTAIN   TERMS  AND
                  RESTRICTIONS.  A  COPY   OF  SUCH   STANDSTILL
                  AGREEMENT IS  ON FILE AT THE  PRINCIPAL OFFICE
                  OF THE COMPANY WHERE IT MAY BE INSPECTED.

         Section 7.  Termination.  This Agreement  shall  terminate and be of no
                     -----------
further force and effect upon the expiration of the Standstill Period.

         Section 8.  Injunctive  Relief  and  Specific  Performance.  Each party
                     ----------------------------------------------
hereto 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 breach of this  Agreement.  Therefore,  it is agreed
that the parties  shall be entitled to  specific  relief  hereunder,  including,
without limitation,  an injunction or injunctions to prevent and enjoin breaches
of the provisions of this Agreement and 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 9.  Representations  and  Warranties of Flying J. To induce St.
                     --------------------------------------------
Mary to enter into this Agreement and the PSA and to consummate the transactions
contemplated  hereby and thereby,  each of FJOG and BWOG represents and warrants
to St. Mary as follows:

                  (a) Binding Agreement. The execution, delivery and performance
                      -----------------
         of this Agreement by such party and the  consummation  by such party of
         the  transactions  contemplated  hereby  have  been  duly  and  validly
         authorized by all necessary corporate action on the part of such party.
         This Agreement has been duly executed and delivered by such party, and,
         assuming the valid authorization,  execution and delivery hereof by St.
         Mary,  is a valid and binding  obligation  of such  party,  enforceable
         against  such  party in  accordance  with  its  terms,  except  as such
         enforcement may be limited by bankruptcy,  insolvency,  reorganization,
         moratorium,  and  other  similar  laws  affecting  or  relating  to the
         enforcement of creditors' rights generally and by general principles of
         equity (whether applied in a proceeding at law or in equity).

                  (b) Execution;  No  Violations.  The execution and delivery of
                      --------------------------
         this  Agreement  by such party does not, and the  consummation  by such
         party of the transactions  contemplated hereby will not: (i) violate or
         conflict  with  the  organizational  documents  of  such  party  or any

                                       6

         agreement,  order, injunction,  decree, or judgment to which such party
         is a party or by which such party or any of its  respective  properties
         is bound;  or (ii) violate any law,  rule or  regulation  applicable to
         such party.

                  (c) Governmental and Other Consents.  No consent,  approval or
                      -------------------------------
         authorization of, or designation,  registration,  declaration or filing
         with, any  governmental  entity or third Person is required on the part
         of such party in  connection  with the  execution  or  delivery of this
         Agreement or the  consummation by it of the  transactions  contemplated
         hereby.

                  (d) Ownership of St. Mary  Securities.  Neither such party nor
                      ---------------------------------
         any of its Affiliates or Associates owns any securities of St. Mary, or
         any securities  convertible into or exchangeable or exercisable for any
         securities of St. Mary, or which, upon redemption  thereof could result
         in such party or any of its  Affiliates  or  Associates  receiving  any
         securities of St. Mary,  or options,  warrants,  contractual  rights or
         other  rights of any kind to acquire or vote any voting  securities  of
         St. Mary,  except the Shares of St. Mary Stock to be issued to FJOG and
         BWOG under the PSA.

         Section 10. 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.  Except as otherwise  expressly set forth
                      ---------------
         herein,  this  Agreement  shall  inure to the  benefit of, and shall be
         binding upon,  the parties  hereto,  their  respective  Affiliates  and
         Associates,  and their  respective  successors  and permitted  assigns.
         Nothing in this Agreement,  expressed or implied, is intended to confer
         on any  Person  other  than the  parties  hereto  or  their  respective
         Affiliates,  Associates,  successors and permitted  assigns any rights,
         remedies,  obligations  or  liabilities  under  or by  reason  of  this
         Agreement.

                                       7

                  (d) Assignment.  Neither FJOG nor BWOG , nor their  respective
                      ----------
         Affiliates  or  Associates,  may assign their rights or delegate  their
         obligations  hereunder  (whether  voluntarily,   involuntarily,  or  by
         operation of law) without the prior  written  consent of St. Mary.  Any
         such attempted assignment shall be null and void.

                  (e) Further  Assurances.  Each of FJOG and BWOG agrees that at
                      -------------------
         any time and from time to time,  upon the written  request of St. Mary,
         FJOG and BWOG shall  execute and deliver such further  documents and do
         such  further  acts and things as St.  Mary may  reasonably  request to
         effect the purposes of this Agreement.

                  (f)  Amendments.  This  Agreement  may be  amended  only by an
                       ----------
         agreement in writing executed by each of the parties hereto.

                  (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  10(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.

                                       8

                  (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.

                  (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 shares of St.  Mary
                       -------------------------------
         Stock 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]

                                      9




         IN WITNESS WHEREOF, this Standstill 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 LAND & EXPLORATION COMPANY,
a Delaware corporation


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


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


                                       10

EX-10

                                                                    EXHIBIT 10.8

                      SHARE TRANSFER RESTRICTION AGREEMENT

         This Share Transfer Restriction  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");

         WHEREAS,  as a condition  to the closing of the PSA,  St. Mary  desires
that each of FJOG and BWOG agree to certain transfer  restrictions  with respect
to the Shares of St. Mary Stock as set forth in this Agreement; and

         WHEREAS,  all capitalized  terms used but not defined herein shall have
the respective meanings given to them in the PSA.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
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. Restrictions on Transfer of Shares of St. Mary Stock.  Until
                    ----------------------------------------------------
a period of two years has  elapsed  from the  Closing of the PSA,  FJOG and BWOG
shall  not make any  disposition  by  assignment,  sale,  distribution,  pledge,
hypothecation, encumbrance or any other disposition (a "Transfer") of all or any
portion of the Shares of St. Mary Stock issued to FJOG and BWOG  pursuant to the
PSA. Any Transfer in violation of the foregoing shall be void.

         Section  2.   Permitted   Transfers.   Notwithstanding   the  foregoing
                       ---------------------
provisions of Section 1 above, the above transfer  restrictions  shall not apply
to the following transactions or under the following circumstances:

                  (a) After a period of one year has elapsed from the Closing of
         the PSA, FJOG and BWOG may liquidate and  distribute  the Shares of St.
         Mary  Stock  issued to them  under  the PSA to Flying J Inc.,  and such
         shares  shall,  as held by Flying J Inc.,  continue  to be bound by the
         restrictions  set forth in this  Agreement  until a period of two years
         has elapsed from the Closing of the PSA.

                  (b) In the event of an Acquisition of St. Mary (as hereinafter
         defined),  the restrictions on the Transfer of Shares of St. Mary Stock
         described in Section 1 above shall  terminate and any shares of capital
         stock of the acquirer (or an  affiliate  of the  acquirer)  received by
         FJOG, BWOG or Flying J Inc. in the Acquisition of St. Mary shall not be
         subject to such restrictions.  For purposes of this Agreement, the term
         "Acquisition  of St.  Mary"  shall  mean the  occurrence  of any of the
         following events: (i) St. Mary shall not be the surviving entity in any
         merger  (other  than a merger with a  subsidiary  of St.  Mary),  share
         exchange,  consolidation or other reorganization (or survives only as a
         subsidiary of an entity other than an affiliate of St.  Mary);  or (ii)
         St. Mary sells,  leases or exchanges  all or  substantially  all of its
         assets  to any  other  person  or  entity  (other  than a wholly  owned
         subsidiary of St.  Mary).  In the event of a tender offer for shares of
         St. Mary Stock which is approved by the Board of  Directors of St. Mary
         pursuant to a plan  intended to result in a subsequent  Acquisition  of
         St. Mary,  FJOG,  BWOG or Flying J Inc. may  participate in such tender
         offer with  respect to their  Shares of St. Mary Stock and the maker of
         such tender offer shall not be subject to the  restrictions on Transfer
         with respect to such Shares of St. Mary Stock.

                  (c) Transfers between FJOG and BWOG.

         Section 3.  Restrictive  Legends  and Stop  Transfer  Instructions.  To
                     ------------------------------------------------------
ensure compliance with this Agreement,  each certificate representing the Shares
of St. Mary Stock to be issued to FJOG and BWOG  pursuant to the PSA shall bear,
in addition to any legend or legends required by applicable  securities laws and
any other agreements  pertaining to such Shares,  a legend in substantially  the
following form:

              THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE  ARE
              SUBJECT  TO  THE  TERMS  AND  CONDITIONS  OF  A  SHARE
              TRANSFER   RESTRICTION  AGREEMENT   DATED  JANUARY  29,
              2003 WHICH PLACES CERTAIN RESTRICTIONS ON THE TRANSFER
              OF THE SHARES REPRESENTED HEREBY. A COPY OF SUCH SHARE
              TRANSFER  RESTRICTION  AGREEMENT  IS  AVAILABLE AT THE
              COMPANY'S PRINCIPAL EXECUTIVE OFFICES.

St. Mary shall also be permitted  to deliver to any transfer  agent or registrar
of Shares of St. Mary Stock  appropriate  stop  transfer  instructions  covering
certificates  representing the Shares of St. Mary Stock to be issued to FJOG and
BWOG pursuant to the PSA.

                                       2

         Section 4. Removal of Legends and Stop Transfer Instructions.  When the
                    -------------------------------------------------
Transfer  restrictions  imposed  by this  Agreement  terminate  by reason of the
passage of time or  otherwise,  a holder of Shares of St.  Mary Stock  issued to
FJOG and BWOG  pursuant to the PSA shall be entitled to receive  from St.  Mary,
without cost or expense,  new certificates  representing such shares that do not
bear the legend set forth in Section 3 above and shall be  entitled  to have the
stop transfer instructions referred to in Section 3 above cancelled by St. Mary.

         Section 5. Miscellaneous.
                    -------------

                  (a)   Notices.    All   notices,    consents,    instructions,
                        -------
         authorizations,  waivers and other communications required or permitted
         by this Agreement  shall be in writing and unless  specified  otherwise
         herein 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. 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. 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.

                  (f)  Amendments.  This  Agreement  may be  amended  only by an
                       ----------
         agreement in writing executed by each of the parties hereto.

                                       3

                  (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, BWOG and Flying J Inc..

                  (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 5(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.

                  (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.

                                       4

                  (l) Adjustments in Capitalization. The number of Shares of St.
                      -----------------------------
         Mary Stock 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]

                                       5





         IN WITNESS WHEREOF,  this Share Transfer Restriction 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 LAND & EXPLORATION COMPANY,
a Delaware corporation


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


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

                                       6

EX-10

                                                                    EXHIBIT 10.9

                               INDEMNITY GUARANTEE


         This Agreement is made this 29th day of January, 2003 between NPC INC.,
a Colorado corporation ("NPC"), and FLYING J INC., a Utah corporation ("FJI").

         1. Recital.  Flying J Oil and  Gas Inc.,  all of the  capital  stock of
            -------
which is owned by FJI, and Big West Oil & Gas Inc., all of the capital stock
of which is owned by Flying J Oil and Gas Inc.,  are together the "Seller" under
a Purchase and Sale Agreement  dated December 13, 2002,  (the "PSA") with NPC as
the "Buyer" and with St. Mary Land & Exploration Company ("St. Mary") also a
party thereto.

         2. Guarantee of FJI. (a) In consideration for NPC and St. Mary entering
            ----------------
into and  performing  the PSA, FJI hereby  agrees upon demand to  guarantee  and
perform the  indemnification  and related  obligations of the Seller in favor of
the Buyer,  and to be jointly and  severally  liable  therefor  with the Seller,
under  Sections  8.03(b)  and  8.03(d) of the PSA as fully with  respect to such
Sections  as if FJI  were a party to the PSA.  Notwithstanding  anything  to the
contrary  contained  in the  foregoing,  the  obligation  of FJI with respect to
Section  8.03(d)  shall be subject to the  dollar  thresholds  set forth in such
Section  to the same  extent as such  thresholds  apply to the Seller and in the
same manner as if FJI and the Seller were a single party.

         (b) THE INDEMNIFICATION PROVIDED FOR IN SUBPARAGRAPH (a) ABOVE SHALL BE
APPLICABLE  WHETHER OR NOT THE LOSSES,  COSTS,  EXPENSES AND DAMAGES IN QUESTION
ARISE SOLELY OR IN PART FROM THE GROSS, ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE
OR OTHER FAULT OF NPC OR ST. MARY. NPC AND FJI  ACKNOWLEDGE  THAT THIS STATEMENT
COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS.

         3. Survival.  The obligations of FJI under this Agreement shall survive
            --------
the Closing  under the PSA,  subject to the same  provisions  applicable  to the
liability of the Seller under Section 8.06 of the PSA.

         4.  Representation  of FJI. FJI represents and warrants to NPC that the
             ----------------------
execution, delivery and performance of this Agreement have been duly and validly
authorized  by all requisite  action on the part of FJI and that this  Agreement
constitutes  the  legal  and  valid  obligation  of  FJI  fully  enforceable  in
accordance  with its terms.  The performance of this Agreement will not violate,
nor be in conflict  with,  any  provision  of FJI's  governing  documents or any
agreement or  instrument  to which FJI is a party or to which it is bound or any
judgment, decree, order, statute, rule or regulation applicable to FJI.

         5. Notices. Any communications under this Agreement shall be in writing
            -------
and shall be  effective  when  received by mail,  telecopy  or hand  delivery as
follows:

                  If to FJI:
                  ---------

                           Flying J Inc.
                           1104 Country Hills Drive
                           Ogden, Utah 84403
                           Attn:  Mr. Barre Burgon, General Counsel
                           Telephone:  801-624-1402
                           Telecopy:  801-624-1263

                  If to NPC:
                  ---------

                           NPC Inc.
                           550 N. 31st Street, Suite 500
                           Billings, Montana 59101
                           Attn: Mr. Ron Santi, Vice President - Land
                           Telephone: 406-245-6248
                           Telecopy: 406-245-9106

                           With a copy to:

                           St. Mary Land & Exploration Company
                           1776 Lincoln St., Suite  700
                           Denver, Colorado 80203
                           Attn: Milam Randolph Pharo, Vice President,
                                 Land & Legal
                           Telephone: 303-863-4313
                           Telecopy:  303-863-1040

         6. Benefit. This Agreement shall be binding upon and shall inure to the
            -------
benefit of NPC and FJI and their  respective  successors  and assigns,  provided
that FJI may not assign or delegate  any portion of its  obligations  under this
Agreement  without the prior written  consent of NPC, which consent shall not be
unreasonably withheld.

         7. Limited  Application.  Except as  set forth in this  Agreement,  FJI
            --------------------
shall not be obligated under or be a party to the PSA.

                                       2

                  Executed as of the day first above written.

                                        NPC INC.


                                        By: /s/ RONALD B. SANTI
                                            -----------------------------------
                                            Ronald B. Santi, Vice President -
                                            Land


                                        FLYING J INC.


                                        By: /s/ PHIL ADAMS
                                            -----------------------------------
                                            Phil Adams
                                            President
                                       3

EX-99.77Q1

                                                                    EXHIBIT 99.1

                                                             For Information
                                                             ---------------
                                                             Mark A. Hellerstein
                                                             Robert T. Hanley
                                                             303-861-8140


FOR IMMEDIATE RELEASE

           ST. MARY COMPLETES ACQUISITION OF OIL & GAS PROPERTIES
           FROM FLYING J OIL & GAS AND BIG WEST OIL & GAS AND
                          ANNOUNCES NEW CREDIT FACILITY

DENVER, January 30, 2003 - St. Mary Land & Exploration Company (NYSE: SM)
today announced that the previously announced agreement to acquire oil and gas
properties from Flying J Oil & Gas Inc. and Big West Oil & Gas Inc. was
completed on January 29, 2003. St. Mary has issued 3,380,818 shares of its
restricted common stock for an estimated 69 BCFE of proved reserves. In
addition, St. Mary has made a non-recourse loan to Flying J and Big West of
$71,594,000 at Libor plus 2% for up to a 39-month period which is secured by a
pledge of these shares of St. Mary stock. During the 39-month loan period Flying
J and Big West can elect to sell their shares of St. Mary stock to the Company
for $71,594,000 plus accrued interest on the loan for the first thirty months,
and St. Mary can elect to purchase the shares for $97,447,000, with the proceeds
applied to the repayment of the loan.

The Company also announced it has entered into a new $300 million credit
facility with Wachovia Bank as Administrative Agent and eight other co-agents or
participating banks. The initial calculated borrowing base is set at $250
million after the Flying J and Big West closing and the mortgage of these
properties. St. Mary has accepted an initial commitment of $150 million under
this new facility. The Company has $76 million of bank debt outstanding after
closing the Flying J and Big West acquisition. At its current level of
borrowing, the loan balance accrues interest at LIBOR plus 1.25%.

This release may contain forward-looking statements. These statements involve
known and unknown risks, which may cause St. Mary's actual results to differ
materially from results expressed or implied by the forward-looking statements.
These risks include such factors as the uncertain nature of the expected
benefits from the acquisition of oil and gas properties, the volatility and
level of oil and natural gas prices, production rates and reserve replacement,
reserve estimates, drilling and operating risks, market conditions for the
acquisition of oil and gas properties, competition, litigation, environmental
matters, the potential impact of government regulations, and other matters
discussed under the "Risk Factors" section of St. Mary's 2001 Annual Report on
Form 10-K filed with the SEC. Although St. Mary may from time to time
voluntarily update its forward-looking statements, it disclaims any commitment
to do so except as required by securities laws. PR-03-03