KERR MCGEE CORP /DE
WESTPORT 2000 STOCK INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>june2004exhibit10.txt
<DESCRIPTION>WESTPORT 2000 STOCK INCENTIVE PLAN
<TEXT>
                                                                    Exhibit 10.1














                         WESTPORT RESOURCES CORPORATION

                            2000 STOCK INCENTIVE PLAN

                          (As Adopted October 17, 2000)


<PAGE>

                         WESTPORT RESOURCES CORPORATION

                            2000 STOCK incentive PLAN


1. Purpose.
   --------

     The  purpose  of this Plan is to  provide an  incentive  to the  employees,
individuals who have accepted an offer of employment,  officers, consultants and
eligible directors of Westport  Resources  Corporation,  a Delaware  corporation
(the  "Company"),  and thereby  encourage  them to devote  their  abilities  and
industry to the success of the  Company's  business  enterprise.  It is intended
that this purpose be achieved by extending to  employees,  individuals  who have
accepted an offer of  employment,  officers,  consultants  and  directors of the
Company and its  Subsidiaries  an added  long-term  incentive for high levels of
performance  and unusual  efforts  through the grant of Incentive Stock Options,
Nonqualified  Stock Options,  Stock Appreciation  Rights,  Restricted Stock, and
Performance Awards (as each term is herein defined).

     This Plan merges the Westport  Resources  Directors'  Stock Option Plan and
the Westport  Resources  Corporation  2000 Stock  Option Plan (the  "Predecessor
Plans") and amends and restates such plans as the Westport Resources Corporation
2000 Stock Incentive Plan.

2. Definitions.
   ------------

     For purposes of the Plan:

     2.1.  "Affiliate"  means,  with  respect to any  Person,  any other  Person
directly or  indirectly  controlling,  controlled by or under direct or indirect
common  control  with such Person.  A Person shall be deemed to control  another
Person for purposes of this  definition  if such Person  possesses,  directly or
indirectly,  the power (i) to vote the securities or other  ownership  interests
having  ordinary voting power to elect a majority of the board of directors of a
corporation or other Persons  performing similar functions for any other type of
Person,  or (ii) to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by contract,
as general partner, as trustee or otherwise.

     2.2.  "Agreement"  means the written  agreement  between the Company and an
Optionee or Grantee evidencing the grant of an Option or Award and setting forth
the terms and conditions thereof.

     2.3. "Award" means a grant of Restricted Stock, a Stock Appreciation Right,
a Performance Award, or any or all of them.

     2.4. "Board" means the Board of Directors of the Company.

     2.5. "Cause" means:

          (a) in the case of Options or Awards  granted to  Eligible  Directors,
     the  commission of an act of fraud or intentional  misrepresentation  or an
     act  of   embezzlement,   misappropriation   or  conversion  of  assets  or
     opportunities of the Company or any of its Subsidiaries; and

          (b) in all other cases,  (i) ongoing,  intentional  failure to perform
     reasonably  assigned duties,  (ii) dishonesty or willful  misconduct in the
     performance  of duties,  (iii)  involvement  in a transaction in connection
     with the  performance  of duties to the Company or any of its  Subsidiaries
     which  transaction is adverse to the interests of the Company or any of its
     Subsidiaries  and which is engaged in for  personal  profit or (iv) willful
     violation of any law, rule or regulation in connection with the performance
     of duties (other than traffic  violations or similar  offenses);  provided,
     however,  that if an  Optionee's  or  Grantee's  employment  or  consulting
     agreement provides a definition of Cause, such definition shall be used for
     purposes of the Plan.

     2.6.  "Change in  Capitalization"  means any  increase or  reduction in the
number of Shares,  or any change  (including,  but not  limited  to, a change in
value) in the Shares or  exchange  of Shares for a  different  number or kind of
shares or other securities of the Company or another corporation, by reason of a
reclassification,   recapitalization,  merger,  consolidation,   reorganization,
reincorporation,   spin-off,   split-up,  issuance  of  warrants  or  rights  or
debentures,  stock dividend,  stock split or reverse stock split, cash dividend,
property  dividend,  combination  or exchange of shares,  repurchase  of shares,
change in corporate structure or otherwise.

     2.7.  "Change  in  Control"  shall be  deemed to have  occurred  if (a) any
"person" or "group"  (within the meaning of Sections  13(d) and  14(d)(2) of the
1934 Act), other than a trustee or other fiduciary  holding  securities under an
employee benefit plan of the Company or the current  beneficial  owners or their
Affiliates are or become the "beneficial  owner" (as defined in Rule 13d-3 under
the 1934 Act), directly or indirectly, of more than one-half of the voting power
of the then outstanding voting stock of the Company;  or (b) the stockholders of
the Company  approve a merger or  consolidation  of the  Company  with any other
corporation,  other than a merger or  consolidation  which  would  result in the
voting  securities  of  the  Company   outstanding   immediately  prior  thereto
continuing to represent  (either by remaining  outstanding or by being converted
into  voting  securities  of the  surviving  entity) at least a majority  of the
combined voting power of the voting  securities of the Company or such surviving
entity  outstanding  immediately  after  such  merger or  consolidation,  or the
stockholders  approve  a plan  of  complete  liquidation  of the  Company  or an
agreement for the sale or disposition by the Company of all or substantially all
of the Company's assets.  Notwithstanding the foregoing definition,  a Change in
Control will not result upon an initial public  offering of the Company's  stock
nor upon  Westport  Energy  LLC or ERI  Investments,  Inc.  or their  respective
permitted  successors becoming the beneficial owner of more than one-half of the
voting power of the voting stock of the Company at any time.

     2.8. "Code" means the Internal Revenue Code of 1986, as amended.

     2.9.  "Committee"  means  the  committee,  as  described  in  Section  3.1,
appointed by the Board from time to time to  administer  the Plan and to perform
the functions set forth herein.

     2.10. "Company" means Westport Resources Corporation.

     2.11. "Director" means a director of the Company.

     2.12. "Disability" means:

          (a) in the case of an Optionee or Grantee  whose  employment  with the
     Company or a Subsidiary is subject to the terms of an employment  agreement
     between  such  Optionee  or Grantee and the  Company or  Subsidiary,  which
     employment  agreement  includes  a  definition  of  "Disability,"  the term
     "Disability"  as used in this Plan or any Agreement  shall have the meaning
     set  forth  in such  employment  agreement  during  the  period  that  such
     employment agreement remains in effect; and

          (b) in all other cases, the term  "Disability" as used in this Plan or
     any Agreement  shall mean a physical or mental  infirmity which impairs the
     Optionee's or Grantee's ability to perform  substantially his or her duties
     for a period of one hundred eighty (180) consecutive days.

     2.13.  "Division"  means any of the  operating  units or  divisions  of the
Company designated as a Division by the Committee.

     2.14.  "EBITDA" means earnings before  interest,  taxes,  depreciation  and
amortization.

     2.15.  "Eligible  Director"  means a director  of the Company who is not an
employee of the Company or any Subsidiary.

     2.16.  "Eligible  Individual"  means any  director  (other than an Eligible
Director),  officer,  employee of the Company or a Subsidiary or individual  who
has accepted an offer of  employment  from the Company or a  Subsidiary,  or any
consultant  of the  Company or a  Subsidiary,  designated  by the  Committee  as
eligible  to receive  Options  or Awards  subject  to the  conditions  set forth
herein.

     2.17. "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     2.18.  "Fair Market Value" on any date means the closing sales price of the
Shares on such date on the principal national  securities exchange on which such
Shares are listed or admitted  to trading,  or, if such Shares are not so listed
or admitted to trading,  the average of the per Share  closing bid price and per
Share closing asked price on such date as quoted on the National  Association of
Securities Dealers Automated Quotation System or such other market in which such
prices are  regularly  quoted,  or, if there have been no published bid or asked
quotations  with respect to Shares on such date,  the Fair Market Value shall be
the  value  established  by the  Board  in good  faith  and,  in the  case of an
Incentive Stock Option, in accordance with Section 422 of the Code.

     2.19.  "Grantee" means a person to whom an Award has been granted under the
Plan.

     2.20.  "Incentive Stock Option" means an Option satisfying the requirements
of Section 422 of the Code and designated by the Committee as an Incentive Stock
Option.

     2.21. "Immediate Family Member" shall mean an Optionee or Grantee's spouse,
parents, children, stepchildren,  adoptive relationships,  sisters, brothers and
grandchildren.

     2.22.  "Nonemployee  Director"  means a director  of the  Company  who is a
"nonemployee  director" within the meaning of Rule 16b-3  promulgated  under the
Exchange Act.

     2.23.  "Nonqualified Stock Option" means an Option that is not an Incentive
Stock Option.

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

     2.25.  "Optionee"  means a person to whom an Option has been granted  under
the Plan.

     2.26. "Outside Director" means a director of the Company who is an "outside
director"  within the meaning of Section 162(m) of the Code and the  regulations
promulgated thereunder.

     2.27.  "Parent" means any corporation that is a parent corporation  (within
the meaning of Section 424(e) of the Code) with respect to the Company.

     2.28.  "Performance Awards" means Performance Units,  Performance Shares or
either of both of them.

     2.29.  "Performance Cycle" means the time period specified by the Committee
at the time  Performance  Awards are granted during which the performance of the
Company, a Subsidiary or a Division will be measured.

     2.30. "Performance Objectives" has the meaning set forth in Section 8.

     2.31.  "Performance  Shares"  means  Shares  issued  or  transferred  to an
Eligible Individual under Section 8.

     2.32.  "Performance  Units" means  Performance Units granted to an Eligible
Individual under Section 8.

     2.33.  "Person" means any  individual,  partnership,  joint venture,  firm,
company, corporation,  association,  trust or other enterprise or any government
or political subdivision or any agent, department or instrumentality thereof.

     2.34. "Plan" means the Westport Resources  Corporation 2000 Stock Incentive
Plan, as amended and restated from time to time.

     2.35.  "Purchase Price" means the price at which shares of Stock subject to
an Option may be purchased.

     2.36.  "Reload Option" means an Option that may be granted when an Optionee
pays all or a portion of the Purchase Price and  withholding  taxes of an Option
with previously owned Shares.

     2.37.  "Restricted Stock" means Shares issued or transferred to an Eligible
Individual or Eligible Director pursuant to Section 7 hereof.

     2.38. "Shares" means the Class A common stock, par value $.01 per share, of
the Company.

     2.39.  "Subsidiary" means any corporation that is a subsidiary  corporation
(within the meaning of Section  424(f) of the Code) with respect to the Company,
including any limited  liability  company or partnership that is disregarded for
Federal tax purposes or treated as a corporate subsidiary under the Code.

     2.40. "Ten-Percent  Stockholder" means an Eligible Individual,  who, at the
time an Incentive  Stock Option is to be granted to him or her, owns (within the
meaning of Section 422(b)(6) of the Code) stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company,
or of a Parent or a Subsidiary.

3. Administration.
   ---------------

     3.1. The authority to control and manage the  operation and  administration
of the Plan shall be vested in the Committee,  which shall hold meetings at such
times  as may be  necessary  for the  proper  administration  of the  Plan.  The
Committee  shall  keep  minutes of its  meetings.  A quorum  shall  consist of a
majority  of the  members  of the  Committee,  and a  majority  of a quorum  may
authorize any action. The foregoing notwithstanding,  with respect to Options or
Awards that:  (i) are intended to qualify as  "performance-based"  under Section
162(m) of the Code,  and/or  (ii) are  granted  to  individuals  who  qualify as
"insiders"  under Section 16 of the Exchange Act, (A) any Committee  members who
do not qualify as "Outside  Directors"  and/or  "Nonemployee  Directors," as the
case may be, shall have no authority to act and shall  automatically  be recused
from any  action  with  respect to  Options  or  Awards,  and (B) the  remaining
qualifying  directors shall be authorized to act  independently  without further
approval. No member of the Committee shall be liable for any action,  failure to
act,  determination  or  interpretation  made in good faith with respect to this
Plan or any transaction hereunder,  except for liability arising from his or her
own willful  misfeasance,  gross negligence or reckless  disregard of his or her
duties.  The Company hereby agrees to indemnify each member of the Committee for
all costs and  expenses  and, to the extent  permitted  by  applicable  law, any
liability  incurred  in  connection  with  defending  against,   responding  to,
negotiating for the settlement of or otherwise dealing with any claim,  cause of
action  or  dispute  of any kind  arising  in  connection  with any  actions  in
administering  this  Plan or in  authorizing  or  denying  authorization  to any
transaction hereunder.  Notwithstanding the foregoing, if the Committee does not
exist, or for any other reason  determined by the Board,  the Board may take any
action  under  the  Plan  that  would  otherwise  be the  responsibility  of the
Committee; provided, however, that if any members of the Board do not qualify as
Outside  Directors,  only the  Committee  appointed  above may grant  Options or
Awards that are intended to be performance-based under Section 162(m).

     3.2.  Subject to the express terms and  conditions  set forth  herein,  the
Committee shall have the power from time to time to:

          (a) determine  those Eligible  Individuals  and Eligible  Directors to
     whom Options shall be granted under the Plan and the number of such Options
     to be granted and to prescribe the terms and conditions  (which need not be
     identical)  of each such Option,  including  the  Purchase  Price per Share
     subject to each  Option,  and make any  amendment  or  modification  to any
     Option Agreement consistent with the terms of the Plan;

          (b) select those Eligible  Individuals and Eligible  Directors to whom
     Awards shall be granted  under the Plan and  determine the number of Shares
     to be granted pursuant thereto,  determine the terms and conditions of each
     Award  including the  restrictions  or Performance  Objectives  relating to
     Shares,  and to  make  any  amendment  or  modification  to  any  Agreement
     consistent with the terms of the Plan;

          (c)  construe  and  interpret  the Plan,  Options  and Awards  granted
     hereunder and to establish,  amend and revoke rules and regulations for the
     administration of the Plan,  including,  but not limited to, correcting any
     defect or supplying any omission,  or reconciling any  inconsistency in the
     Plan or in any  Agreement,  in the  manner  and to the extent it shall deem
     necessary  or  advisable  so that the Plan  complies  with  applicable  law
     including  Rule  16b-3  under the  Exchange  Act and the Code to the extent
     applicable,  and otherwise to make the Plan fully effective.  All decisions
     and  determinations  by the Committee in good faith in the exercise of this
     power  shall  be  final,  binding  and  conclusive  upon the  Company,  its
     Subsidiaries,  the Optionees and Grantees, and all other persons having any
     interest therein;

          (d)  determine  the duration and purposes for leaves of absence  which
     may be granted to an Optionee  or Grantee on an  individual  basis  without
     constituting  a  termination  of  employment or service for purposes of the
     Plan;

          (e)  exercise  its  discretion  with  respect to the powers and rights
     granted to it as set forth in the Plan;

          (f)  except  to  the  extent  prohibited  by  applicable  law  or  the
     applicable rules of a stock exchange, the Committee may allocate all or any
     part of its  responsibilities  and powers to any one or more of its members
     and may delegate all or any part of its  responsibilities and powers to any
     person or persons  selected by it, which  allocation or  delegation  may be
     revoked by the Committee at any time; and

          (g) generally, to exercise such powers and to perform such acts as are
     deemed  necessary or advisable to promote the best interests of the Company
     with respect to the Plan.

4. Stock Subject to the Plan.
   --------------------------

     4.1.  The Shares  subject to Options and Awards that shall be reserved  for
the purposes of the Plan,  shall be from the Company's  authorized  but unissued
Shares or out of Shares held in the Company's  treasury,  or partly out of each,
such  number of Shares as shall be  determined  by the Board.  An  aggregate  of
4,110,813 Shares may be issued or transferred pursuant to this Plan.

     The  maximum  number of Shares  that may be covered  by  Options  and Stock
Appreciation  Rights granted to any one individual in any calendar year shall be
750,000 Shares.

     The maximum  dollar  amount of cash or the Fair Market Value of Shares that
any Eligible Individual may receive for any single or combined performance goals
in any specified  Performance  Cycle in respect of Performance Units denominated
in dollars may not exceed $500,000.

     No individual  may be awarded more than 500,000  Performance  Shares in any
calendar year.

     No more than 4,110,813 Shares shall be granted pursuant to Options intended
to be Incentive Stock Options.

     In the event of a Change in  Capitalization,  the Board or Committee  shall
conclusively determine the appropriate  adjustments,  if any, to (i) the maximum
number of Shares with respect to which  Options and Awards may be granted,  (ii)
the maximum number of Shares or other stock or securities  with respect to which
Options or Awards may be granted in any calendar year,  (iii) the maximum number
of Shares which may be granted  pursuant to Incentive  Stock  Options,  (iv) the
number of Shares,  other stock or  securities  which are subject to  outstanding
Options or Awards and the Purchase Price  therefor,  if applicable,  and (v) the
Performance Objectives.

     In connection with the grant of an Option or an Award, the number of Shares
available  for grant  under the Plan shall be reduced by the number of Shares in
respect of which the Option or Award is granted.

     4.2.  Whenever any outstanding  Option or Award or portion thereof expires,
is  canceled  or is  otherwise  terminated  for any reason  without  having been
exercised or without payment having been made in respect of the entire Option or
Award,  the Shares  allocable to the expired,  canceled or otherwise  terminated
portion  of the  Option or Award may again be the  subject  of Options or Awards
granted hereunder.

     4.3.  Whenever  any  portion of an Option  under this Plan is paid for with
previously  held Shares (by either  actual  delivery or  attestation),  only the
difference  between (i) the number of Shares  issued upon  exercise and (ii) the
number of Shares  transferred  in payment of the Purchase Price shall be counted
for purposes of  determining  the maximum  number of Shares  available for grant
under the Plan.

5. Option Grants.
   --------------

     5.1.  Authority of Committee.  Subject to the  provisions of the Plan,  the
Committee,  or the persons to whom authority has been delegated  under Paragraph
(f) of Section 3.2 hereof,  shall have full and final  authority to select those
Eligible  Individuals and Eligible  Directors who will receive Options,  and the
terms and conditions that shall be set forth in the applicable Agreements.  Some
terms and  conditions  that may,  but are not  required  to be  included  are: a
provision  allowing  the issuance of a Reload  Option and a provision  providing
acceleration of exercisability  under certain conditions as may be determined by
the Committee. Other terms and conditions not inconsistent with this Plan may be
included in Agreements in the discretion of the Committee.

     5.2. Purchase Price. The Purchase Price or the manner in which the Purchase
Price is to be  determined  for Shares under each Option shall be  determined by
the  Committee  and set  forth in the  Agreement;  provided,  however,  that the
Purchase  Price per Share under each  Option  shall not be less than 100% of the
Fair Market  Value of a Share on the date the Option is granted and the Purchase
Price per Share  under each  Incentive  Stock  Option  granted to a  Ten-Percent
Stockholder  shall not be less than 110% of the Fair Market  Value of a Share on
the date of grant.  Except as provided in Section 11, the Purchase  Price of any
outstanding Option may not be reduced whether through amendment, cancellation or
replacement  unless  such  reduction  is  approved  by the  shareholders  of the
Company.

     5.3. Maximum Duration.  Options granted hereunder shall be for such term as
the Committee shall determine, provided that an Incentive Stock Option shall not
be  exercisable  after  the  expiration  of ten (10)  years  from the date it is
granted  (five (5) years in the case of an Incentive  Stock Option  granted to a
Ten-Percent   Stockholder)  and  a  Nonqualified   Stock  Option  shall  not  be
exercisable  after the expiration of ten (10) years from the date it is granted.
The Committee  may,  subsequent  to the granting of any Option,  extend the term
thereof,  but in no event shall the term as so extended  exceed the maximum term
provided for in the preceding sentence.

     5.4.  Vesting.  Each Option shall become  exercisable in such  installments
(which  need  not be  equal)  and at  such  times  as may be  designated  by the
Committee  and  set  forth  in the  Agreement.  To  the  extent  not  exercised,
installments  shall  accumulate and be exercisable,  in whole or in part, at any
time after becoming exercisable, but not later than the date the Option expires.
The Committee may accelerate the exercisability of any Option or portion thereof
at any time.

     5.5.  Modification.  No  modification of an Option shall adversely alter or
impair  any  rights or  obligations  under the  Option  without  the  Optionee's
consent.

     5.6.  Transferability.  An Incentive Stock Option shall not be transferable
except  by  will  or by the  laws of  descent  and  distribution  and  shall  be
exercisable   during  the  lifetime  of  the  Optionee  only  by  the  Optionee.
Notwithstanding the foregoing, the Optionee may, by delivering written notice to
the Company, in a form satisfactory to the Company, designate a third party who,
in the event of the death of the  Optionee,  shall  thereafter  be  entitled  to
exercise the Incentive Stock Option.  Unless  otherwise stated in the applicable
Agreement   evidencing  an  Option,   a  Nonstatutory   Stock  Option  shall  be
transferable  for no  consideration  to or for  the  benefit  of the  Optionee's
Immediate Family (including,  without limitation,  to a trust for the benefit of
the Optionee's Immediate Family or to a partnership or limited liability company
for one or more members of the  Optionee's  Immediate  Family),  subject to such
limits as the Committee may establish,  and the transferee  shall remain subject
to all the terms and conditions applicable to the Option prior to such transfer.
The foregoing right to transfer an Option shall apply to the right to consent to
amendments to the Agreement evidencing such Option and, in the discretion of the
Committee, shall also apply to the right to transfer ancillary rights associated
with  the  Option.  If the  Nonstatutory  Stock  Option  does  not  provide  for
transferability,  then the  Nonstatutory  Stock Option shall not be transferable
except  by  will  or by the  laws of  descent  and  distribution  and  shall  be
exercisable   during  the  lifetime  of  the  Optionee  only  by  the  Optionee.
Notwithstanding the foregoing, the Optionee may, by delivering written notice to
the Company, in a form satisfactory to the Company, designate a third party who,
in the event of the death or  incapacity of the  Optionee,  shall  thereafter be
entitled to exercise the Nonqualified Stock Option.

     5.7. Method of Exercise.  The exercise of an Option shall be made only by a
written notice delivered in person or by mail to the Secretary of the Company at
the  Company's  principal  executive  office or to such  other  office as may be
specified  in the  Agreement  evidencing  the Option,  specifying  the number of
Shares to be purchased  and  accompanied  by payment  therefor and  otherwise in
accordance  with the  Agreement  pursuant to which the Option was  granted.  The
Purchase Price for any Shares  acquired  pursuant to an Option shall be paid, to
the extent permitted by applicable statutes and regulations,  either (i) in cash
or check at the time the Option is  exercised or (ii) at the  discretion  of the
Committee at the time of the grant of the Option (or subsequently in the case of
a  Nonstatutory  Stock  Option) (1) by  delivery to the Company of other  Common
Stock, (2) according to a deferred payment or other similar arrangement with the
Participant  or (3)  in any  other  form  of  legal  consideration  that  may be
acceptable  to  the  Committee,  including,  without  limitation,  a  "cashless"
exercise  program  established  with  a  broker  following  the  Initial  Public
Offering.  Unless otherwise  specifically  provided in the Option,  the purchase
price of Common Stock acquired pursuant to an Option that is paid by delivery to
the Company of other  Common Stock  acquired,  directly or  indirectly  from the
Company,  shall be paid only by shares of the Common  Stock of the Company  that
have been held for more than six (6) months (or such longer or shorter period of
time required to avoid a charge to earnings for financial accounting  purposes).
Any Shares  transferred to the Company (or withheld upon exercise) as payment of
the Purchase Price under an Option shall be valued at their Fair Market Value on
the date of exercise of such Option.  The value of the number of Shares that may
be  withheld  for the  payment  of taxes  may not be in  excess  of the  minimum
withholding  requirements.  At the Company's request, the Optionee shall deliver
the  Agreement  evidencing  the Option to the Secretary of the Company who shall
endorse  thereon a notation of such  exercise  and return such  Agreement to the
Optionee.  No fractional  Shares (or cash in lieu thereof)  shall be issued upon
exercise  of an  Option  and the  number of Shares  that may be  purchased  upon
exercise shall be rounded to the nearest number of whole Shares.  The Committee,
in its  discretion,  may also permit  simultaneous  sale of Shares upon exercise
through a broker-dealer.

     5.8.  Rights of Optionees.  Optionee shall not be deemed for any purpose to
be the owner of any Shares subject to any Option unless and until (i) the Option
shall have been exercised pursuant to the terms thereof,  (ii) the Company shall
have issued and delivered Shares to the Optionee,  and (iii) the Optionee's name
shall have been entered as a stockholder  of record on the books of the Company.
Thereupon,  the Optionee  shall have full voting,  dividend and other  ownership
rights with respect to such Shares,  subject to such terms and conditions as may
be set forth in the applicable Agreement.

     5.9.  Effect of Change  in  Control.  Unless  otherwise  determined  by the
Committee  in its sole  discretion,  following a Change in Control,  outstanding
Options shall be assumed,  or equivalent  Options shall be  substituted,  by the
acquiring or succeeding corporation (or an affiliate thereof), provided that any
such  Options   substituted  for  Incentive  Stock  Options  shall  satisfy  the
requirements of Section 424(a) of the Code.  However,  the Committee may provide
that each Option shall be terminated upon consummation of such Change in Control
and that each Optionee shall receive, in exchange therefor, a cash payment equal
to the amount (if any) by which (A) the acquisition  price per Share  multiplied
by the number of Shares that have vested and have not been  exercised  under the
Option exceeds (B) the aggregate  Purchase Price for the vested and  unexercised
Shares  covered  by the  Option  on the  date  of the  Change  in  Control.  The
applicable  Agreement may also contain  additional  terms  governing a Change in
Control and may be  modified by the  Committee  to provide for  acceleration  of
vesting in connection with a Change in Control.

     5.10. Effect of Termination of Employment. Unless otherwise provided in the
applicable Agreement, each Option granted hereunder shall (i) cease to vest upon
the date of termination of employment and (ii) remain  exercisable to the extent
vested until the earlier of the Option expiration date or the date that is three
months after the date of termination of employment;  provided,  however, that if
employment termination is due to the Optionee's death or Disability,  the Option
shall remain  exercisable  to the extent  vested until the earlier of the Option
expiration  date or the date that is one year after the date of  termination  of
employment.

     5.11.  Forfeiture of Options.  Upon termination of an Optionee's employment
for Cause, or in the event that the Optionee shall breach any confidentiality or
noncompetition agreement with the Company during or after the termination of his
or her  employment  with  the  Company,  all  outstanding  Options  held by such
Optionee shall be forfeited, whether vested or unvested.

6. Stock Appreciation Rights.
   --------------------------

     6.1.  Committee  Discretion.  The Committee may in its  discretion,  either
alone or in  connection  with the grant of an Option,  grant Stock  Appreciation
Rights in accordance  with the Plan,  the terms and conditions of which shall be
set forth in an  Agreement.  If granted in  connection  with an Option,  a Stock
Appreciation  Right shall  cover the same Shares  covered by the Option (or such
lesser  number of Shares as the Committee may  determine)  and shall,  except as
provided in this Section 6, be subject to the same terms and  conditions  as the
related Option.

     6.2. Time of Grant.  A Stock  Appreciation  Right may be granted (i) at any
time if unrelated to an Option,  or (ii) if related to an Option,  either at the
time of grant, or at any time thereafter during the term of the Option.

     6.3. Stock Appreciation Right Related to an Option.

          (a) Exercise. A Stock Appreciation Right granted in connection with an
     Option  shall be  exercisable  at such time or times and only to the extent
     that the related  Options  are  exercisable,  and will not be  transferable
     except to the  extent  the  related  Option  may be  transferable.  A Stock
     Appreciation  Right  granted in connection  with an Incentive  Stock Option
     shall be  exercisable  only if the Fair Market Value of a Share on the date
     of exercise  exceeds the purchase price specified in the related  Incentive
     Stock Option Agreement.

          (b) Amount Payable.  Upon the exercise of a Stock  Appreciation  Right
     related to an Option,  the  Grantee  shall be entitled to receive an amount
     determined  by  multiplying  (A) the excess of the Fair  Market  Value of a
     Share on the date preceding the date of exercise of such Stock Appreciation
     Right over the per Share  purchase price under the related  Option,  by (B)
     the  number of Shares as to which such  Stock  Appreciation  Right is being
     exercised.  Notwithstanding  the foregoing,  the Committee may limit in any
     manner the amount payable with respect to any Stock  Appreciation  Right by
     including such a limit in the Agreement  evidencing the Stock  Appreciation
     Right at the time it is granted.

          (c) Treatment of Related  Options and Stock  Appreciation  Rights Upon
     Exercise.  Upon the  exercise  of a Stock  Appreciation  Right  granted  in
     connection  with an Option,  the Option  shall be canceled to the extent of
     the number of Shares as to which the Stock Appreciation Right is exercised,
     and upon the  exercise  of an Option  granted  in  connection  with a Stock
     Appreciation  Right, the Stock  Appreciation Right shall be canceled to the
     extent of the  number of Shares  as to which  the  Option is  exercised  or
     surrendered.

     6.4. Stock  Appreciation  Right  Unrelated to an Option.  The Committee may
grant to Eligible  Individuals and Eligible Directors Stock Appreciation  Rights
unrelated to Options.  Stock  Appreciation  Rights  unrelated  to Options  shall
contain such terms and conditions as to exercisability (subject to Section 6.7),
vesting and duration as the  Committee  shall  determine,  but in no event shall
they  have a term of  greater  than ten (10)  years.  Upon  exercise  of a Stock
Appreciation  Right  unrelated  to an Option,  the Grantee  shall be entitled to
receive an amount  determined by  multiplying  (A) the excess of the Fair Market
Value of a Share on the  date  preceding  the  date of  exercise  of such  Stock
Appreciation  Right over the Fair Market  Value of a Share on the date the Stock
Appreciation  Right was  granted,  by (B) number of Shares as to which the Stock
Appreciation  Right is  being  exercised.  Notwithstanding  the  foregoing,  the
Committee  may limit in any manner the amount  payable with respect to any Stock
Appreciation  Right by including  such a limit in the Agreement  evidencing  the
Stock Appreciation Right at the time it is granted.

     6.5. Method of Exercise.  Stock Appreciation Rights shall be exercised by a
Grantee only by a written notice delivered in person or by mail to the Secretary
of the Company at the  Company's  principal  executive  office,  specifying  the
number of Shares  with  respect to which the Stock  Appreciation  Right is being
exercised.  If  requested  by the  Committee,  the  Grantee  shall  deliver  the
Agreement  evidencing  the Stock  Appreciation  Right  being  exercised  and the
Agreement  evidencing  any related  Option to the  Secretary  of the Company who
shall endorse  thereon a notation of such exercise and return such  Agreement to
the Grantee.

     6.6. Form of Payment. Payment to the Grantee of the amount determined under
Sections 6.3(b) or 6.4 may be made in the discretion of the Committee  solely in
whole  Shares in a number  determined  at their  Fair  Market  Value on the date
preceding  the date of exercise of the Stock  Appreciation  Right,  or solely in
cash, or in a combination of cash and Shares.  If the Committee  decides to make
full payment in Shares and the amount  payable  results in a  fractional  Share,
payment for the fractional Share will be made in cash.

     6.7.  Modification or  Substitution.  Subject to the terms of the Plan, the
Committee may modify outstanding  Awards of Stock Appreciation  Rights or accept
the surrender of outstanding Awards of Stock Appreciation  Rights (to the extent
not exercised) and grant new Awards in  substitution  for them.  Notwithstanding
the foregoing,  no  modification of an Award shall adversely alter or impair any
rights or obligations under the Agreement without the Grantee's consent.

     6.8.  Effect of Change  in  Control.  Unless  otherwise  determined  by the
Committee  in its sole  discretion,  following a Change in Control,  outstanding
Stock  Appreciation  Rights shall be assumed,  or equivalent Stock  Appreciation
Rights shall be substituted,  by the acquiring or succeeding  corporation (or an
affiliate  thereof).  However,  the Committee may provide that each  outstanding
Award of Stock Appreciation Rights shall be terminated upon consummation of such
Change in Control and that each Grantee shall receive,  in exchange therefor,  a
cash payment equal to the amount (if any) by which (A) the acquisition price per
Share  multiplied  by the  number of Shares  that have  vested and have not been
exercised  under the Award,  exceeds (B) the Fair Market Value  (measured on the
date the Award was granted) of the vested and unexercised  Shares on the date of
the Change in Control.  The  applicable  Agreement  may also contain  additional
terms  governing a Change in Control and may be  modified  by the  Committee  to
provide for acceleration of vesting in connection with a Change in Control.

     6.9. Effect of Termination of Employment.  Unless otherwise provided in the
applicable  Agreement,  Stock  Appreciation  Rights granted  hereunder shall (i)
cease  to vest  upon the  date of  termination  of  employment  and (ii)  remain
exercisable to the extent vested until the earlier of their  expiration  date or
the date that is three  months  after  the date of  termination  of  employment;
provided,  however, that if employment termination is due to the Grantee's death
or Disability,  the Stock  Appreciation  Rights shall remain  exercisable to the
extent vested until the earlier of their expiration date or the date that is one
year after the date of termination of employment.

     6.10.  Forfeiture  of Stock  Appreciation  Rights.  Upon  termination  of a
Grantee's  employment for Cause,  or in the event that the Employee shall breach
any confidentiality or noncompetition agreement with the Company during or after
the  termination  of his or her  employment  with the Company,  all  outstanding
Awards of Stock  Appreciation  Rights held by such Grantee  shall be  forfeited,
whether vested or unvested.

7. Restricted Stock.
   -----------------

     7.1.  Grant.  The  Committee may grant Awards to Eligible  Individuals  and
Eligible Directors, which shall be evidenced by an Agreement between the Company
and the Grantee.  Each  Agreement  shall  contain such  restrictions,  terms and
conditions  as the  Committee  may, in its  discretion,  determine  and (without
limiting the  generality of the foregoing)  such  Agreements may require that an
appropriate legend be placed on Share  certificates.  Awards shall be subject to
the terms and provisions set forth below in this Section 7.

     7.2.  Rights  of  Grantee.  Shares of  Restricted  Stock  granted  pursuant
hereunder  shall be recorded  in the name of the  Grantee as soon as  reasonably
practicable after the Award is granted provided that the Grantee has executed an
Agreement  evidencing the Award and any other  documents which the Committee may
require as a condition to the issuance of such Shares.  If a Grantee  shall fail
to execute the Agreement  evidencing an Award or any other  documents  which the
Committee may require within the time period  prescribed by the Committee at the
time the  Award is  granted,  the  Award  shall be null  and  void.  Unless  the
Committee  determines  otherwise and as set forth in the Agreement,  the Grantee
shall have no rights of a stockholder with respect to such Shares,  including no
right to vote the  Shares  or  receive  dividends  or other  distributions  with
respect to the Shares,  until the restrictions with respect to such Shares shall
have lapsed in the manner set forth in Section 7.4.

     7.3.  Non-transferability.  Until  all  restrictions  upon  the  Shares  of
Restricted  Stock awarded to a Grantee shall have lapsed in the manner set forth
in Section 7.4, such Shares shall not be sold, transferred or otherwise disposed
of and  shall not be  pledged  or  otherwise  hypothecated,  nor  shall  they be
delivered to the Grantee.

     7.4. Lapse of  Restrictions.  Restrictions  upon Shares of Restricted Stock
awarded  hereunder  shall  lapse at such  time or times  and on such  terms  and
conditions as the Committee may  determine.  The Agreement  evidencing the Award
shall set forth any such restrictions. The Board may accelerate the lapse of all
or a portion of the restrictions on an Award at any time.

     7.5.  Delivery of Shares.  Upon the lapse of the  restrictions on Shares of
Restricted  Stock, the Committee shall cause a stock certificate to be delivered
to the Grantee with respect to such Shares, free of all restrictions hereunder.

     7.6.  Effect of a Change in  Control.  In the event of a Change in Control,
all outstanding  Awards of Restricted  Stock shall be treated in accordance with
the terms of the  applicable  Agreements;  provided  however,  that these may be
modified by the Committee to provide for  acceleration  of lapse of restrictions
in connection with a Change in Control.

8. Performance Awards.
   -------------------

     8.1. Performance  Objectives and Determination of Performance.  Performance
Objectives for Performance  Awards may be expressed in terms of (i) earnings per
Share, (ii) Share price, (iii) pre-tax profits, (iv) net earnings, (v) return on
equity or assets,  (vi)  revenues,  (vii) EBITDA,  (viii) market share or market
penetration or (ix) any combination of the foregoing. Performance Objectives may
be in respect of the performance of the Company and its Subsidiaries  (which may
be on a consolidated basis), a Subsidiary or a Division.  Performance Objectives
may be absolute  or  relative  and may be  expressed  in terms of a  progression
within  a  specified  range.  The  Performance  Objectives  with  respect  to  a
Performance  Cycle  shall be  established  in  writing by the  Committee  by the
earlier of (i) the date on which a quarter of the Performance  Cycle has elapsed
or (ii) the date  which is  ninety  (90)  days  after  the  commencement  of the
Performance  Cycle,  and in any event  while  the  performance  relating  to the
Performance  Objectives  remain  substantially  uncertain.  At the  time  of the
granting of a Performance Award and to the extent permitted under Section 162(m)
of the Code and the  regulations  thereunder,  the Committee may provide for the
manner in which the  Performance  Objectives  will be  measured  to reflect  the
impact of specified corporate  transactions,  extraordinary  events,  accounting
changes and other similar events. Prior to the vesting,  payment,  settlement or
lapsing of any  restrictions  with  respect to any  Performance  Award made to a
Grantee  who is subject  to  Section  162(m) of the Code,  the  Committee  shall
certify  in  writing  that  the  applicable  Performance  Objectives  have  been
satisfied.

     8.2. Performance Units. The Committee, in its discretion,  may grant Awards
of Performance Units to Eligible Individuals,  the terms and conditions of which
shall  be set  forth  in an  Agreement  between  the  Company  and the  Grantee.
Performance Units may be denominated in Shares or a specified dollar amount and,
contingent upon the attainment of specified  Performance  Objectives  within the
Performance Cycle, represent the right to receive payment as provided in Section
8.2(b)  of (i) in the  case of  Share-denominated  Performance  Units,  the Fair
Market Value of a Share on the date the Performance  Unit was granted,  the date
the Performance Unit became vested or any other date specified by the Committee,
(ii) in the case of  dollar-denominated  Performance Units, the specified dollar
amount  or (iii) a  percentage  (which  may be more  than  100%)  of the  amount
described in clause (i) or (ii) depending on the level of Performance  Objective
attainment; provided, however, that, the Committee may at the time a Performance
Unit is  granted  specify  a  maximum  amount  payable  in  respect  of a vested
Performance  Unit. Each Agreement shall specify the number of Performance  Units
to which it relates, the Performance Objectives which must be satisfied in order
for the Performance  Units to vest and the  Performance  Cycle within which such
Performance Objectives must be satisfied.

          (a) Vesting and Forfeiture. Subject to Sections 8.1 and 8.4, a Grantee
     shall  become  vested with respect to the  Performance  Units to the extent
     that the  Performance  Objectives  set forth in the Agreement are satisfied
     for the Performance Cycle.

          (b) Payment of Awards.  Subject to Section 8.1, payment to Grantees in
     respect of vested  Performance  Units shall be made as soon as  practicable
     after the last day of the  Performance  Cycle to which such  Award  relates
     unless the  Agreement  evidencing  the Award  provides  for the deferral of
     payment,  in which event the terms and  conditions of the deferral shall be
     set forth in the  Agreement.  Subject to Section 8.4,  such payments may be
     made  entirely in Shares  valued at their Fair  Market  Value as of the day
     preceding  the  date  of  payment  or  such  other  date  specified  by the
     Committee,  entirely in cash, or in such  combination of Shares and cash as
     the Committee in its discretion  shall  determine at any time prior to such
     payment;  provided,  however,  that  if the  Committee  in  its  discretion
     determines  to make  such  payment  entirely  or  partially  in  Shares  of
     Restricted  Stock,  the Committee  must  determine the extent to which such
     payment  will be in  Shares  of  Restricted  Stock  and the  terms  of such
     Restricted Stock at the time the Award is granted.

     8.3. Performance Shares. The Committee, in its discretion, may grant Awards
of Performance Shares to Eligible Individuals, the terms and conditions of which
shall be set forth in an  Agreement  between the Company and the  Grantee.  Each
Agreement   may  require  that  an   appropriate   legend  be  placed  on  Share
certificates.  Awards of  Performance  Shares shall be subject to the  following
terms and provisions:

          (a) Rights of  Grantee.  The  Committee  shall  provide at the time an
     Award of  Performance  Shares is made the time or times at which the actual
     Shares  represented  by such  Award  shall  be  issued  in the  name of the
     Grantee;  provided,  however,  that no  Performance  Shares shall be issued
     until the  Grantee has  executed an  Agreement  evidencing  the Award,  the
     appropriate blank stock powers and, in the discretion of the Committee,  an
     escrow agreement and any other documents which the Committee may require as
     a condition to the issuance of such Performance  Shares. If a Grantee shall
     fail to execute the Agreement  evidencing an Award of  Performance  Shares,
     the appropriate blank stock powers and, in the discretion of the Committee,
     an escrow agreement and any other documents which the Committee may require
     within the time period prescribed by the Committee at the time the Award is
     granted,  the  Award  shall  be null and  void.  At the  discretion  of the
     Committee,  Shares issued in connection with an Award of Performance Shares
     shall be  deposited  together  with the stock  powers with an escrow  agent
     (which  may  be  the  Company)  designated  by  the  Committee.  Except  as
     restricted  by the terms of the  Agreement,  upon delivery of the Shares to
     the  escrow  agent,  the  Grantee  shall  have,  in the  discretion  of the
     Committee,  all of the rights of a stockholder with respect to such Shares,
     including  the right to vote the  Shares and to receive  all  dividends  or
     other distributions paid or made with respect to the Shares.

          (b)  Non-transferability.  Until any restrictions upon the Performance
     Shares  awarded to a Grantee  shall have  lapsed in the manner set forth in
     Sections  8.3(c)  or  8.4,  such  Performance  Shares  shall  not be  sold,
     transferred or otherwise  disposed of and shall not be pledged or otherwise
     hypothecated, nor shall they be delivered to the Grantee. The Committee may
     also impose  such other  restrictions  and  conditions  on the  Performance
     Shares, if any, as it deems appropriate.

          (c)  Lapse  of   Restrictions.   Subject  to  Sections  8.1  and  8.4,
     restrictions upon Performance Shares awarded hereunder shall lapse and such
     Performance  Shares shall  become  vested at such time or times and on such
     terms,  conditions  and  satisfaction  of  Performance  Objectives  as  the
     Committee  may,  in its  discretion,  determine  at the  time an  Award  is
     granted.

          (d)  Treatment  of  Dividends.  At the time the  Award of  Performance
     Shares is granted, the Committee may, in its discretion, determine that the
     payment to the  Grantee  of  dividends,  or a  specified  portion  thereof,
     declared or paid on actual Shares represented by such Award which have been
     issued  by the  Company  to the  Grantee  shall be (i)  deferred  until the
     lapsing of the restrictions  imposed upon such Performance  Shares and (ii)
     held by the Company for the account of the Grantee  until such time. In the
     event that  dividends  are to be deferred,  the Committee  shall  determine
     whether such dividends are to be reinvested in shares of Stock (which shall
     be held as  additional  Performance  Shares) or held in cash.  If  deferred
     dividends are to be held in cash,  there may be credited at the end of each
     year (or  portion  thereof)  interest  on the amount of the  account at the
     beginning  of the  year  at a rate  per  annum  as  the  Committee,  in its
     discretion,  may  determine.  Payment of deferred  dividends  in respect of
     Performance  Shares  (whether  held in cash  or in  additional  Performance
     Shares), together with interest accrued thereon, if any, shall be made upon
     the lapsing of restrictions imposed on the Performance Shares in respect of
     which  the  deferred  dividends  were  paid,  and  any  dividends  deferred
     (together with any interest  accrued thereon) in respect of any Performance
     Shares shall be forfeited upon the forfeiture of such Performance Shares.

          (e)  Delivery  of  Shares.  Upon  the  lapse  of the  restrictions  on
     Performance  Shares awarded  hereunder,  the Committee  shall cause a stock
     certificate  to be  delivered  to the Grantee  with respect to such Shares,
     free of all restrictions hereunder.

     8.4.  Effect of Change in Control.  The Agreements  evidencing  Performance
Shares and Performance  Units shall provide for the treatment of such Awards (or
portions  thereof)  in the  event of a Change  in  Control,  including,  but not
limited to, provisions for the adjustment of applicable Performance Objectives.

9. Shares.
   -------

     The Committee may award  unrestricted  Shares to Eligible  Individuals  and
Eligible  Directors at or below Fair Market Value in its discretion  pursuant to
Agreements  the  terms  and  conditions  of  which  shall be  determined  by the
Committee.

10. Effect of a Termination of Employment.
    --------------------------------------

     The Agreement  evidencing the grant of each Option and each Award shall set
forth  the terms  and  conditions  applicable  to such  Option  or Award  upon a
termination or change in the status of the employment of the Optionee or Grantee
by the Company,  a Subsidiary or a Division which shall be as the Committee may,
in its  discretion,  determine  at the time the  Option or Award is  granted  or
thereafter.

11. Adjustment Upon Changes in Capitalization.
    ------------------------------------------

     11.1.  Adjustments to Incentive  Stock Options.  Any adjustment that may be
made  pursuant to Section 4.1 hereof in the Shares or other stock or  securities
subject to outstanding  Incentive Stock Options upon a Change in Capitalization,
(including any  adjustments in the Purchase  Price) shall be made in such manner
as not to constitute a modification as defined by Section  424(h)(3) of the Code
and only to the extent otherwise permitted by Sections 422 and 424 of the Code.

     11.2.  Terms of Adjusted  Options and Awards.  If, by reason of a Change in
Capitalization, a Grantee of an Award shall be entitled to, or an Optionee shall
be entitled to exercise an Option with respect to, new,  additional or different
shares of stock or securities,  such new,  additional or different  shares shall
thereupon  be subject to all of the  conditions,  restrictions  and  performance
criteria which were applicable to the Shares subject to the Award or Option,  as
the case may be, prior to such Change in Capitalization.

12. Reorganization or Liquidation.
    ------------------------------

     In the  event  that the  Company  is merged or  consolidated  with  another
corporation,  or if all or  substantially  all of the assets or more than 50% of
the  outstanding   voting  stock  of  the  Company  is  acquired  by  any  other
corporation,  business entity or person,  or in case of a reorganization  (other
than a reorganization under the United States Bankruptcy Code) or liquidation of
the  Company,  the  Compensation  Committee,  or the board of  directors  of any
corporation  assuming the obligations of the Company,  shall, have the power and
discretion  to  prescribe  the  terms and  conditions  for the  exercise  of, or
modification  of,  any  outstanding   Awards  granted   hereunder.   By  way  of
illustration,  and not by way of  limitation,  the  Compensation  Committee  may
provide for the complete or partial acceleration of the dates of exercise of the
Options,  or may provide that such  Options will be exchanged or converted  into
options to acquire securities of the surviving or acquiring corporation,  or may
provide for a payment or distribution in respect of outstanding  Options (or the
portion  thereof that is currently  exercisable) in  cancellation  thereof.  The
Compensation  Committee may modify the  performance  requirements  for any other
Awards.  The  Compensation  Committee may provide that Awards granted  hereunder
must be exercised in connection with the closing of such  transaction,  and that
if not so exercised  such Awards will  expire.  Any such  determinations  by the
Compensation  Committee may be made generally with respect to all  Participants,
or may be made on a case-by-case basis with respect to particular  Participants.
The provisions of this Section 12 shall not apply to any transaction  undertaken
for the  purpose  of  reincorporating  the  Company  under  the laws of  another
jurisdiction,  if such  transaction  does not  materially  affect the beneficial
ownership of the Company's capital stock.

13. Interpretation.
    ---------------

     13.1.  Rule  16b-3.  The  Plan  is  intended  to  comply  with  Rule  16b-3
promulgated  under the  Exchange  Act, and the  Committee  shall  interpret  and
administer  the  provisions of the Plan or any Agreement in a manner  consistent
therewith.  Any provisions  inconsistent with such Rule shall be inoperative and
shall not affect the validity of the Plan.

     13.2.  Section 162(m).  Unless  otherwise  expressly stated in the relevant
Agreement, each Option and Award subject to Performance Objectives granted to an
Eligible  Individual who may be a "covered employee" under Section 162(m) of the
Code is  intended  to be  performance-based  compensation  within the meaning of
Section  162(m)(4)(C)  of the  Code.  The  Committee  shall not be  entitled  to
exercise any discretion  otherwise authorized hereunder with respect to any such
Options or Awards if the ability to exercise such  discretion or the exercise of
such discretion itself would cause the compensation attributable to such Options
or Awards to fail to qualify as performance-based compensation.

14. Termination and Amendment of the Plan.
    --------------------------------------

     The Plan shall  terminate  on March 30,  2010 and no Option or Award may be
granted thereafter. The Board may sooner terminate the Plan and the Board may at
any time and from time to time  amend,  modify or  suspend  the Plan;  provided,
however,  that: (a) no such amendment,  modification,  suspension or termination
shall impair or adversely alter any Options or Awards theretofore  granted under
the Plan,  except  with the consent of the  Optionee  or Grantee,  nor shall any
amendment,  modification,  suspension  or  termination  deprive any  Optionee or
Grantee of any Shares which he or she may have  acquired  through or as a result
of the Plan; and (b) to the extent  necessary under applicable law, no amendment
shall be  effective  unless  approved  by the  stockholders  of the  Company  in
accordance with applicable law.

15. Non-Exclusivity of the Plan.
    ----------------------------

     The  adoption of the Plan by the Board shall not be  construed as amending,
modifying or rescinding  any  previously  approved  incentive  arrangement or as
creating any limitations on the power of the Board to adopt such other incentive
arrangements  as it may  deem  desirable,  including,  without  limitation,  the
granting of stock options  otherwise than under the Plan, and such  arrangements
may be either applicable generally or only in specific cases.

16. Limitation of Liability.
    ------------------------

     As  illustrative  of the  limitations of liability of the Company,  but not
intended to be exhaustive thereof, nothing in the Plan shall be construed to:

          (i) give any person  any right to be granted an Option or Award  other
     than at the sole discretion of the Committee;

          (ii) give any  person  any rights  whatsoever  with  respect to Shares
     except as specifically provided in the Plan;

          (iii) limit in any way the right of the Company or any  Subsidiary  to
     terminate the employment of any person at any time; or

          (iv) be evidence  of any  agreement  or  understanding,  expressed  or
     implied,  that the Company will employ any person at any particular rate of
     compensation or for any particular period of time.

17. Regulations and Other Approvals; Governing Law.
    -----------------------------------------------

     17.1.  Except as to matters of federal  law, the Plan and the rights of all
persons claiming  hereunder shall be construed and determined in accordance with
the laws of the State of Delaware  without  giving  effect to  conflicts of laws
principles thereof.

     17.2.  The obligation of the Company to sell or deliver Shares with respect
to Options and Awards  granted under the Plan shall be subject to all applicable
laws,  rules  and  regulations,  including  all  applicable  federal  and  state
securities  laws,  and the  obtaining  of all  such  approvals  by  governmental
agencies as may be deemed necessary or appropriate by the Committee.

     17.3. The Board may make such changes as may be necessary or appropriate to
comply with the rules and regulations of any government authority,  or to obtain
for Eligible  Individuals granted Incentive Stock Options the tax benefits under
the applicable provisions of the Code and regulations promulgated thereunder.

     17.4. Each Option and Award is subject to the  requirement  that, if at any
time the Committee determines, in its discretion, that the listing, registration
or  qualification  of Shares  issuable  pursuant  to the Plan is required by any
securities  exchange  or under any  state or  federal  law,  or the  consent  or
approval of any  governmental  regulatory  body is  necessary  or desirable as a
condition  of,  or in  connection  with,  the grant of an Option or Award or the
issuance  of Shares,  no Options or Awards  shall be granted or payment  made or
Shares issued, in whole or in part, unless listing, registration, qualification,
consent or approval  has been  effected or obtained  free of any  conditions  as
acceptable to the Committee.

     17.5.  Notwithstanding  anything  contained in the Plan or any Agreement to
the contrary,  in the event that the disposition of Shares acquired  pursuant to
the Plan is not  covered  by a then  current  registration  statement  under the
Securities Act of 1933, as amended (the "Securities  Act"), and is not otherwise
exempt from such registration,  such Shares shall be restricted against transfer
to the extent  required by the Securities Act and Rule 144 or other  regulations
thereunder.  The Committee may require any individual  receiving Shares pursuant
to an  Option or Award  granted  under the Plan,  as a  condition  precedent  to
receipt of such Shares,  to represent and warrant to the Company in writing that
the  Shares  acquired  by such  individual  are  acquired  without a view to any
distribution  thereof and will not be sold or transferred other than pursuant to
an  effective  registration  thereof  under said Act or pursuant to an exemption
applicable  under the  Securities Act or the rules and  regulations  promulgated
thereunder.   The   certificates   evidencing   any  of  such  Shares  shall  be
appropriately  amended to  reflect  their  status as  restricted  securities  as
aforesaid.

18. Miscellaneous.
    --------------

     18.1.  Multiple  Agreements.  The terms of each  Option or Award may differ
from other Options or Awards granted under the Plan at the same time, or at some
other time.  Subject to  compliance  with Section 5.2 hereof,  the Committee may
also  grant  more than one  Option or Award to a given  Eligible  Individual  or
Eligible  Director  during the term of the Plan,  either in  addition  to, or in
substitution  for,  one or more  Options  or Awards  previously  granted to that
Eligible Individual or Eligible Director.

     18.2. Withholding of Taxes.

          (a) At such times as an Optionee or Grantee  recognizes taxable income
     in  connection  with the  receipt of Shares or cash  hereunder  (a "Taxable
     Event"),  the Optionee or Grantee  shall pay to the Company an amount equal
     to the federal,  state and local  income taxes and other  amounts as may be
     required  by law to be  withheld  by the  Company  in  connection  with the
     Taxable  Event (the  "Withholding  Taxes")  prior to the  issuance  of such
     Shares or the  payment of such cash.  The  Company  shall have the right to
     deduct from any  payment of cash to an Optionee or Grantee an amount  equal
     to  the  Withholding  Taxes  in  satisfaction  of  the  obligation  to  pay
     Withholding  Taxes.  In  satisfaction  of the obligation to pay Withholding
     Taxes to the Company,  the Optionee or Grantee may make a written  election
     (the "Tax  Election"),  which may be accepted or rejected in the discretion
     of the Committee, to have withheld a portion of the Shares then issuable to
     him or her having an aggregate  Fair Market Value equal to the  Withholding
     Taxes.

          (b) If an Optionee makes a disposition,  within the meaning of Section
     424(c) of the Code and regulations promulgated thereunder,  of any Share or
     Shares  issued to such  Optionee  pursuant to the  exercise of an Incentive
     Stock Option  within the two-year  period  commencing  on the day after the
     date of the grant or within the one-year period commencing on the day after
     the date of  transfer of such Share or Shares to the  Optionee  pursuant to
     such  exercise,   the  Optionee  shall,   within  ten  (10)  days  of  such
     disposition,  notify the Company thereof,  by delivery of written notice to
     the Company at its principal executive office.

     18.3.  Effective Date. The effective date of this amended and restated Plan
(the  "Effective  Date")  shall be October 17, 2000 (the date of approval of the
Plan by the Board) subject only to the approval by the  affirmative  vote of the
holders of a majority of the securities of the Company present,  or represented,
and entitled to vote at a meeting of  stockholders  duly held in accordance with
the  applicable  laws of the State of Delaware  within twelve (12) months of the
adoption of the Plan by the Board.



<PAGE>
                                                                    Exhibit 10.2

                               AMENDMENT NO. 1 TO
                         WESTPORT RESOURCES CORPORATION
                            2000 STOCK INCENTIVE PLAN


     The Westport  Resources  Corporation  Stock  Incentive Plan (the "Plan") is
hereby amended, effective August 21, 2001, in the following respects:

     1. Section 4.1 of the Plan is hereby amended to read as follows:

          4.1.  The Shares  subject to Options and Awards that shall be reserved
          for the purposes of the Plan,  shall be from the Company's  authorized
          but unissued  Shares or out of Shares held in the Company's  treasury,
          or partly out of each, such number of Shares as shall be determined by
          the  Board.  An  aggregate  of  6,232,484  Shares  may  be  issued  or
          transferred pursuant to this Plan.

          The maximum  number of Shares that may be covered by Options and Stock
          Appreciation Rights granted to any one individual in any calendar year
          shall be 750,000 Shares.

          The maximum  dollar  amount of cash or the Fair Market Value of Shares
          that any  Eligible  Individual  may receive for any single or combined
          performance  goals in any  specified  Performance  Cycle in respect of
          Performance Units denominated in dollars may not exceed $500,000.

          No individual may be awarded more than 500,000  Performance  Shares in
          any calendar year.

          No more than  6,232,484  Shares  shall be granted  pursuant to Options
          intended to be Incentive Stock Options.

          In the event of a Change  in  Capitalization,  the Board or  Committee
          shall conclusively determine the appropriate  adjustments,  if any, to
          (i) the  maximum  number of Shares with  respect to which  Options and
          Awards  may be  granted,  (ii) the  maximum  number of Shares or other
          stock or  securities  with  respect to which  Options or Awards may be
          granted in any calendar year, (iii) the maximum number of Shares which
          may be granted pursuant to Incentive Stock Options, (iv) the number of
          Shares,  other stock or  securities  which are subject to  outstanding
          Options or Awards and the Purchase Price therefor, if applicable,  and
          (v) the Performance Objectives.

          In connection  with the grant of an Option or an Award,  the number of
          Shares  available  for grant  under the Plan  shall be  reduced by the
          number of Shares in respect of which the Option or Award is granted.

     2. In all other respects the Plan shall remain unmodified and in full force
and effect.

     IN WITNESS  WHEREOF,  the  undersigned  officer of the Company has executed
this Amendment to be effective as provided above.


                                        Westport Resources Corporation


                                        By:         /s/ Donald D. Wolf
                                                 -------------------------------
                                        Name:    Donald D. Wolf
                                        Title:   Chairman of the Board and Chief
                                                 Executive Officer




</TEXT>
</DOCUMENT>
