CONTINENTAL RESOURCES INC
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>

                                                                   Exhibit 10.6

                           CONTINENTAL RESOURCES, INC.

                             2000 STOCK OPTION PLAN


                                    ARTICLE I

                                     Purpose

Section 1.01  Purpose.  This Stock Option Plan (the  "Plan") is  established  by
Continental  Resources,  Inc.  (the  "Company") to create  incentives  which are
designed to motivate  its  directors,  officers and  employees to exert  maximum
effort toward the success and growth of the Company and to enable the Company to
attract and retain  experienced  individuals who by their position,  ability and
diligence are able to make  important  contributions  to the Company's  success.
Toward  these  objectives,  the Plan  provides  for the  granting  of options to
Participants on the terms and subject to the conditions set forth in the Plan.

Section 1.02 Establishment. The Plan is effective as of October 1, 2000 and will
terminate on September 30, 2010; provided, however, that the plan shall continue
in  effect   until  all  matters   relating  to  exercise  of  options  and  the
administration of the Plan have been settled.

Section 1.03 Shares  Subject to the Plan.  Subject to Articles IV, VII and IX of
this Plan,  shares of stock covered by options shall consist of 1,020,000 shares
of the Company's common stock, par value $.01 per share ("Common Stock").

Section 1.04 Shareholder Approval.  The Plan shall be approved by the holders of
a majority of the outstanding shares of Common Stock,  present,  or represented,
and entitled to vote at a meeting called for such purposes,  which approval must
occur within the period  ending twelve months after the date the Plan is adopted
by the Board. Pending such approval by the shareholders,  options may be granted
to  Participants,  but no options may be  exercised  or paid prior to receipt of
shareholder  approval.  In the event shareholder approval is not obtained within
such twelve-month period, all options shall be void.

                                   ARTICLE II

                                   Definitions

     As used herein,  the terms "Common  Stock,"  "Company,"  "Participant"  and
"Plan"  shall have the meanings set forth  above.  In  addition,  the  following
definitions shall be applicable:

     "Affiliate"  means as applied to any Persona,  any other Person directly or
indirectly controlling, controlled by or under common control with, such Person.
For  purposes  of  this  definition,   "control"  (including,  with  correlative
meanings,  the terms  "controlling,"  "controlled  by" and "under common control
with"), as applied to any Person, means the possession,  directly or indirectly,
of the power to direct or cause the direction of the  management and policies of
such person, whether through the ownership of voting securities, any contract or
otherwise.

     "Affiliated  Entity" means any partnership or limited liability  company, a
majority of the partnership or other similar  interest thereof which is owned or
controlled,  directly  or  indirectly,  by the  Company  or one or  more  of its
Subsidiaries  or  Affiliated  Entities or a  combination  thereof.  For purposes
hereof,  the Company,  a Subsidiary or an  Affiliated  Entity shall be deemed to
have a majority ownership interest in a partnership or limited liability company
if the  Company,  such  Subsidiary  or  Affiliated  Entity  shall be allocated a
majority of partnership or limited liability company gains or losses or shall be
or control a managing  director  or a general  partner  of such  partnership  or
limited liability company.

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

     "Capital  Stock"  means,  with  respect to any Person,  any and all shares,
interests,  participations or other  equivalents  (however  designated,  whether
voting  or  non-voting)  or  the  equity  of  such  Person,  including,  without
limitation, all common stock issued by such Person.

     "Change of Control" means:  (1) any "person" or "group," within the meaning
of  Section  13(d)  of  14(d)(2)  of the  Exchange  Act,  becomes  the  ultimate
"beneficial  owner," as defined in Rule 13d-3  under the  Exchange  Act, of more
than 35% of the total voting power of the Voting Stock of the Company on a fully
diluted basis and such  ownership  represents a greater  percentage of the total
voting power of the Voting Stock of the Company,  on a fully diluted basis, than
is held by the Controlling  Stockholders  and their Affiliates on such date; (2)
individuals who on October 1, 2000 constituted the Board of Directors,  together
with  any new  directors  whose  election  by the  Board of  Directors  or whose
nomination for election by the Company's  stockholders was approved by a vote of
at least a majority of the members of the Board of Directors  then in office who
either  were  members  of the Board of  Directors  on  October  1, 2000 or whose
election or nomination  for election was  previously so approved,  cease for any
reason to constitute a majority of the members of the Board of Directors then in
office;  (3) the sale, lease,  transfer,  conveyance or other disposition (other
than  by  way of  merger  or  consolidation),  in one  or a  series  of  related
transactions,  of all or substantially all of the combined assets of the Company
and its Subsidiaries,  taken as a whole, to any Person other than a wholly owned
Subsidiary or the Controlling  Stockholders or any Affiliate thereof; or (4) the
adoption of a plan of liquidation or dissolution of the Company.

     "Code" means the Internal  Revenue Code of 1986,  as amended.  Reference to
any Section of the Code shall be deemed to include any  amendments  or successor
provisions to such Section and any regulations under such Section.

     "Committee"  means the  compensation  committee of the Board, or such other
committee  designated by the Board,  authorized to administer the Plan and shall
consist  of not  less  than  two  members  of the  Board;  provided,  that if no
compensation  committee or other  committee has been so designated by the Board,
the Board shall serve as the Committee.

     "Controlling  Stockholders" means Harold Hamm,  individually and as trustee
of the Revocable  Inter Vivos Trust of Harold Hamm under a trust agreement dated
April 23, 1984, as amended.

     "Date of  Grant"  means  the date on which  the  granting  of an  option is
authorized  by the  Committee  or such  later  date as may be  specified  by the
Committee in such authorization.

     "Disability"  shall have the meaning  set forth in Section  22(e)(3) of the
Code.

     "Director" means any person who is a member of the Board.

     "Eligible  Employee" means any employee of the Company,  a Subsidiary or an
Affiliated Entity.

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

     "Fair  Market  Value"  means (A) during  such time as the  Common  Stock is
listed on a national securities  exchange or the NASDAQ/National  Market System,
the  closing  price of the  Common  Stock  on such  securities  exchange  or the
NASDAQ/National  Market  System  on  the  day  for  which  such  value  is to be
determined,  or if no sale of the Common  Stock shall have  occurred on any such
securities exchange or the  NASDAQ/National  Market System that day, on the next
preceding  day on which there was a sale of such Common  Stock or (B) during any
such time as the Common Stock is not listed upon a national  securities exchange
or the  NASDAQ/National  Market System,  the mean between dealer "bid" and "ask"
prices of the Common Stock in the  over-the-counter  market on the day for which
such value is to be  determined,  as reported  by the  National  Association  of
Securities Dealers,  Inc. or (C) during any such time as the Common Stock cannot
be valued  pursuant  to (A) or (B)  above,  the fair  market  value  shall be as
determined  by the Board  considering  all relevant  information  including,  by
example and not by limitation, the services of an independent appraiser.

     "Incentive  Stock Option" means an Option within the meaning of Section 422
of the Code.

     "Nonqualified Stock Option" means an Option which is not an Incentive Stock
Option.

     "Option" means, individually or collectively,  any Option granted under the
Plan to a  Participant  by the  Committee  pursuant to such  terms,  conditions,
restrictions,  and/or limitations, if any, as the Committee may establish by the
Option Agreement or otherwise.

     "Option Agreement" means any written instrument that establishes the terms,
conditions, restrictions, and/or limitations applicable to an Option in addition
to  those  established  by this  Plan  and by the  Committee's  exercise  of its
administrative powers.

     "Participant"  means a Director or an  Eligible  Employee to whom an Option
has been granted by the Committee under the Plan.

     "Person" means any individual, corporation, limited liability company,
partnership,  joint venture,  association,  joint-stock company,  trust, estate,
unincorporated   organization   or  governmental  or  any  agency  or  political
subdivision thereof or any other entity.

     "Plan" means this Continental Resources, Inc. 2000 Stock Incentive Plan.

     "Subsidiary"  shall have the same  meaning  set forth in Section 424 of the
Code.

     "Voting  Stock"  means,  with respect to any Person,  Capital  Stock of any
class or kind having the power to vote for the election of  directors,  managers
or other voting members of the governing body of such Person.

                                   ARTICLE III

                                 Administration

Section 3.01  Administration  by Committee.  The Committee shall  administer the
Plan.  The  Committee  shall  hold  meetings  at such times and places as it may
determine.  A majority of the Committee shall constitute a quorum,  and the acts
of a majority of the members present at any meeting at which a quorum is present
or acts  reduced to or  approved  in writing by a majority of the members of the
Committee shall be the valid acts of the Committee.

Section 3.02 Powers of the Committee.

     Subject to the provisions of the Plan,  the Committee  shall have exclusive
power to:

     (a) Select the Participants to be granted Options.

     (b) Determine the time or times when Options will be granted.

     (c)  Determine the number of shares of Common Stock subject to the Options,
all the terms,  conditions (including  performance  requirements),  restrictions
and/or limitations,  if any, of an Option,  including the time and conditions of
exercise or vesting,  and the terms of any Option  Agreement,  which may include
the waiver or amendment of prior terms and conditions or  acceleration  or early
vesting or payment of an Option under  certain  circumstances  determined by the
Committee.

     (d) Determine whether Options will be granted singly or in combination.

     (e)  Accelerate  the  vesting,  exercise  or  payment  of an  Option or the
performance period of an Option when such action or actions would be in the best
interest of the Company.

     (f) Take any and all other action it deems  necessary or advisable  for the
proper operation or administration of the Plan.

Section 3.03  Committee to Make Rules and Interpret  Plan.  The Committee in its
sole discretion shall have the authority, subject to the provisions of the Plan,
to establish,  adopt,  or revise such rules and regulations and to make all such
determinations  relating to the Plan as it may deem  necessary or advisable  for
the  administration  of the Plan. The Committee's  interpretation of the Plan or
any Options granted pursuant thereto and all decisions and determinations by the
Committee  with respect to the Plan shall be final,  binding,  and conclusive on
all parties.

                                   ARTICLE IV

                                Grant of Options

Section 4.01 Committee to Grant  Options.  The Committee may, from time to time,
grant Options to one or more Participants, provided, however, that:

     (a) Subject to Article VII, the aggregate  number of shares of Common Stock
made subject to the Options granted to any Participant in any fiscal year of the
Company may not exceed 400,000 shares.

     (b) Any shares of Common Stock  reserved for issuance  upon the exercise of
outstanding   Options  which   outstanding   Options  terminate  by  expiration,
forfeiture,  cancellation or otherwise  without the issuance of shares of Common
Stock shall be available again for grant under the Plan.

     (c) Common Stock  delivered by the Company upon  exercise of any Option may
be authorized and unissued  Common Stock or Common Stock held in the treasury of
the Company.

     (d) The Committee shall, in its sole discretion, determine the manner
in which fractional shares arising under this Plan shall be treated.

     (e) Separate  certificates  representing  Common Stock to be delivered to a
Participant upon the exercise of any Option will be issued to such Participant.

                                    ARTICLE V

                                   Eligibility

     Subject to the  provisions of the Plan, the Committee  shall,  from time to
time,  select from its  directors and Eligible  Employees  those to whom Options
shall be granted and shall  determine the type or types of Options to be granted
and shall  establish in the related  Option  Agreements  the terms,  conditions,
restrictions and/or  limitations,  if any, applicable to the Options in addition
to those set  forth in the Plan and the  administrative  rules  and  regulations
issued by the Committee.

                                   ARTICLE VI

                                  Stock Options

Section 6.01 Grant of Options.  The Committee may, from time to time, subject to
the  provisions  of the Plan and  such  other  terms  and  conditions  as it may
determine,  grant Options to directors and Eligible Employees. These Options may
be Incentive  Stock Options or Nonqualified  Stock Options,  or a combination of
both. Each grant of an Option shall be evidenced by an Option Agreement executed
by the Company and the Participant,  and shall contain such terms and conditions
and be in such form as the  Committee  may from time to time approve  subject to
the requirements of Section 6.02.

Section 6.02  Conditions of Options.  Each Option so granted shall be subject to
the following conditions:

     (a) Exercise Price. As limited by Section 6.02(e) below,  each Option shall
state the  exercise  price  which shall be set by the  Committee  at the Date of
Grant;  provided,  however,  no Nonqualified Stock Option shall be granted at an
exercise  price  which is less than 50% of the Fair  Market  Value of the Common
Stock on the Date of Grant.

     (b) Form of  Payment.  The  exercise  price of an Option may be paid (i) in
cash or by check, bank draft or money order payable to the order of the Company;
(ii) by  delivering  shares of Common  Stock or other equity  securities  of the
Company having a Fair Market Value on the date of payment equal to the amount of
the exercise price,  but only to the extent such exercise of an Option would not
result in an  accounting  charge  with  respect  to the  shares  used to pay the
exercise  price  unless  otherwise  determined  by the  Committee;  or  (iii)  a
combination  of the  foregoing.  In  addition to the  foregoing,  subject to the
discretion of the Committee,  any Option granted under the Plan may be exercised
by a  broker-dealer  acting on behalf of a Participant if (A) the  broker-dealer
has  received  from the  Participant  or the  Company  a notice  evidencing  the
exercise of such Option and  instructions  signed by the Participant  requesting
the Company to deliver the shares of Common Stock  subject to such Option to the
broker-dealer on behalf of the Participant and specifying the account into which
such shares  should be  deposited,  (B)  adequate  provision  has been made with
respect to the payment of any  withholding  taxes due upon such  exercise or, in
the case of an Incentive  Stock Option,  upon the premature  disposition of such
shares and (C) the  broker-dealer  and the Participant  have otherwise  complied
with Section  220.3(e)(4)  of  Regulation  T, 12 CFR, Part 220 and any successor
rules and regulations applicable to such exercise.

     (c)  Exercise  of  Options.   Options  granted  under  the  Plan  shall  be
exercisable,  in whole or in such  installments  and at such  times,  and  shall
expire  at such  time,  as shall be  provided  by the  Committee  in the  Option
Agreement. Exercise of an Option shall be by written notice stating the election
to exercise in the form and manner  determined by the Committee.  Every share of
Common  Stock  acquired  through the exercise of an Option shall be deemed to be
fully paid at the time of exercise and payment of the exercise price.

     (d) Other Terms and Conditions.  Among other conditions that may be imposed
by the Committee, if deemed appropriate, are those relating to (i) the period or
periods and the  conditions of  exercisability  of any Option;  (ii) the minimum
periods  during  which  Participants  must  be  employed  by  the  Company,  its
Subsidiaries,  or an Affiliated  Entity or must hold Options  before they may be
exercised;  (iii) the minimum  periods  during  which shares  acquired  upon the
exercise of Options  must be held before  sale or transfer  shall be  permitted;
(iv) conditions under which Options or shares may be subject to forfeiture;  (v)
the frequency of exercise or the minimum or maximum number of shares that may be
acquired at any one time and (vi) the  achievement  by the Company of  specified
performance criteria.

     (e) Special  Restrictions  Relating to  Incentive  Stock  Options.  Options
issued  in  the  form  of  Incentive  Stock  Options  shall  not be  granted  to
individuals  who are not Eligible  Employees of the Company or a Subsidiary  and
shall,  in  addition  to being  subject  to all  applicable  terms,  conditions,
restrictions  and/or limitations  established by the Committee,  comply with the
requirements  of Section  422 of the Code (or any  successor  Section  thereto),
including,  without  limitation,  the requirement  that the exercise price of an
Incentive  Stock  Option not be less than 100% of the Fair  Market  Value of the
Common Stock on the Date of Grant,  the  requirement  that each Incentive  Stock
Option, unless sooner exercised,  terminated or cancelled,  expire no later than
10 years from its Date of Grant,  and the  requirement  that the aggregate  Fair
Market Value  (determined on the Date of Grant) of the Common Stock with respect
to which  Incentive  Stock  Options  are  exercisable  for the  first  time by a
Participant  during any calendar  year (under this Plan or any other plan of the
Company,  its parent or any  Subsidiary)  not exceed  $100,000.  Incentive Stock
Options  which are in  excess  of the  applicable  $100,000  limitation  will be
automatically  recharacterized  as Nonqualified  Stock Options as provided under
Section 6.03 of this Plan.  No Incentive  Stock  Options shall be granted to any
Eligible Employee if, immediately before the grant of an Incentive Stock Option,
such Eligible  Employee owns more than 10% of the total combined voting power of
all  classes  of stock of the  Company or its  Subsidiaries  (as  determined  in
accordance with the stock attribution rules contained in Sections 422 and 424(d)
of the Code).  Provided,  the preceding sentence shall not apply if, at the time
the Incentive  Stock Option is granted,  the exercise  price is at least 110% of
the Fair Market Value of the Common Stock subject to the Incentive Stock Option,
and such  Incentive  Stock Option by its terms is  exercisable no more than five
years from the date such Incentive Stock Option is granted.

     (f) Shareholder  Rights. No Participant shall have a right as a shareholder
with respect to any share of Common Stock subject to an Option prior to purchase
of such shares of Common Stock by exercise of the Option.

Section 6.03 Options Not Qualifying as Incentive Stock Options.  With respect to
all or any portion of any Option  granted  under this Plan not  qualifying as an
"incentive  stock option"  under  Section 422 of the Code,  such Option shall be
considered  as a  Nonqualified  Stock  Option  granted  under  this Plan for all
purposes.  Further,  this Plan and any Incentive Stock Options granted hereunder
shall be  deemed  to have  incorporated  by  reference  all the  provisions  and
requirements  of Section 422 of the Code (and the  Treasury  Regulations  issued
thereunder)  which are  required to provide  that all  Incentive  Stock  Options
granted hereunder shall be "incentive stock options" described in Section 422 of
the Code.  Further,  in the event  that the  Committee  grants  Incentive  Stock
Options under this Plan to a Participant,  and, in the event that the applicable
limitation contained in Section 6.02(e) herein is exceeded, then, such Incentive
Stock  Options in excess of such  limitation  shall be  treated as  Nonqualified
Stock  Options  under  this Plan  subject  to the terms  and  provisions  of the
applicable   Award   Agreement,   except  to  the  extent  modified  to  reflect
recharacterization of the Incentive Stock Options as Nonqualified Stock Options.

                                   ARTICLE VII

                                Stock Adjustments

     In the event that the shares of Common  Stock,  as  presently  constituted,
shall be changed into or exchanged  for a different  number or kind of shares of
stock or other securities of the Company or of another  corporation  (whether by
reason  of  merger,  consolidation,  recapitalization,  reclassification,  stock
split,  combination of shares or otherwise),  or if the number of such shares of
Common Stock shall be increased  through the payment of a stock  dividend,  or a
dividend  on the  shares of  Common  Stock or rights  or  warrants  to  purchase
securities of the Company shall be made,  then there shall be substituted for or
added to each  share  available  under and  subject to the Plan as  provided  in
Section 1.03  hereof,  and each share  theretofore  appropriated  or  thereafter
subject or which may become subject to Options or Restricted Stock Options under
the Plan, the number and kind of shares of stock or other  securities into which
each  outstanding  share of Common  Stock  shall be so changed or for which each
such share shall be exchanged or to which each such share shall be entitled,  as
the  case  may be,  on a fair  and  equivalent  basis  in  accordance  with  the
applicable  provisions  of  Section  424 of the Code;  provided,  however,  with
respect  to  Options,  in  no  such  event  will  such  adjustment  result  in a
modification  of any Option as defined  in  Section  424(h) of the Code.  In the
event there shall be any other  change in the number or kind of the  outstanding
shares of Common Stock,  or any stock or other  securities into which the Common
Stock shall have been changed or for which it shall have been exchanged, then if
the  Committee  shall,  in its  sole  discretion,  determine  that  such  change
equitably  requires an adjustment in the shares  available  under and subject to
the Plan, or in any Option theretofore granted or which may be granted under the
Plan,  such  adjustments  shall be made in accordance  with such  determination,
except  that no  adjustment  of the number of shares of Common  Stock  available
under the Plan or to which any Option  relates that would  otherwise be required
shall be made  unless and until such  adjustment  either by itself or with other
adjustments  not  previously  made would  require an  increase or decrease of at
least 1% in the number of shares of Common Stock  available under the Plan or to
which any Option relates immediately prior to the making of such adjustment (the
"Minimum  Adjustment").  Any adjustment  representing a change of less than such
minimum  amount  shall be carried  forward  and made as soon as such  adjustment
together with other adjustments  required by this Article VII and not previously
made would result in a Minimum Adjustment.  Notwithstanding  the foregoing,  any
adjustment  required by this Article VII which  otherwise  would not result in a
Minimum Adjustment shall be made with respect to shares of Common Stock relating
to any Option  immediately  prior to  exercise,  payment or  settlement  of such
Option.

     No fractional  shares of Common Stock or units of other securities shall be
issued  pursuant to any such  adjustment,  and any fractions  resulting from any
such  adjustment  shall be eliminated  in each case by rounding  downward to the
nearest whole share.

                                  ARTICLE VIII

                                     General

Section  8.01  Amendment  or  Termination  of Plan.  The  Board may  suspend  or
terminate the Plan at any time.  In addition,  the Board may, from time to time,
amend the Plan in any manner, but may not without shareholder approval adopt any
amendment  which would  increase the aggregate  number of shares of Common Stock
available  under the Plan (except by operation of Article VII),  provided,  that
any amendment to the Plan shall require  approval of the shareholders if, in the
opinion of counsel to the Company,  such  approval is required by any Federal or
state law or any regulations or rules promulgated thereunder.

Section 8.02 Dividends and Dividend  Equivalents.  The Committee may choose,  at
the time of the  grant of any  Option or any time  thereafter  up to the time of
payment of such  Option,  to include  as part of such  Award an  entitlement  to
receive  dividends or dividend  equivalents  subject to such terms,  conditions,
restrictions,  and/or  limitations,  if any,  as the  Committee  may  establish.
Dividends and dividend  equivalents granted hereunder shall be paid in such form
and manner (i.e., lump sum or  installments),  and at such time as the Committee
shall  determine.  All  dividends  or  dividend  equivalents  which are not paid
currently may, at the Committee's  discretion,  accrue interest or be reinvested
into additional shares of Common Stock.

Section  8.03  Acceleration  of  Otherwise   Unexercisable   Options  on  Death,
Disability  or  Other  Special  Circumstances.   The  Committee,   in  its  sole
discretion,  may permit (i) a Participant  who  terminates  employment  due to a
Disability, (ii) the personal representative of a deceased Participant, or (iii)
any other  Participant who terminates  employment upon the occurrence of special
circumstances  (as  determined by the  Committee) to purchase all or any part of
the  shares  subject  to any  unvested  Option on the date of the  Participant's
Disability,  death, or as the Committee otherwise so determines. With respect to
Options which have already vested at the date of such termination or the vesting
of which is  accelerated  by the  Committee  in  accordance  with the  foregoing
provision,  the  Participant  or  the  personal  representative  of  a  deceased
Participant shall  automatically  have the right to exercise such vested Options
within three months of such date of termination of employment or one year in the
case of a  Participant  suffering a  Disability  or three years in the case of a
deceased Participant.

Section 8.04 Limited  Transferability.  The  Committee  may, in its  discretion,
authorize all or a portion of the Nonqualified Stock Options to be granted under
this Plan to be on terms which  permit  transfer by the  Participant  to (i) the
ex-spouse  of the  Participant  pursuant  to the terms of a  domestic  relations
order, (ii) the spouse, children or grandchildren of the Participant ("Immediate
Family  Members"),  (iii) a trust or trusts  for the  exclusive  benefit of such
Immediate  Family Members,  or (iv) a partnership in which such Immediate Family
Members are the only partners. In addition (x) there may be no consideration for
any such transfer,  (y) the Option Agreement pursuant to which such Nonqualified
Stock Options are granted must be approved by the Committee,  and must expressly
provide for transferability in a manner consistent with this paragraph,  and (z)
subsequent  transfers  of  transferred   Nonqualified  Stock  Options  shall  be
prohibited except as set forth below in this Section 8.04.  Following  transfer,
any such  Nonqualified  Stock Options  shall  continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer,  provided
that for purposes of Section 8.03 hereof the term "Participant"  shall be deemed
to refer to the  transferee.  The events of termination of employment of Section
8.03  hereof  shall  continue  to  be  applied  with  respect  to  the  original
Participant,  following which the Options shall be exercisable by the transferee
only to the extent,  and for the periods  specified in Section  8.03 hereof.  No
transfer  pursuant to this paragraph 9.04 shall be effective to bind the Company
unless  the  Company  shall  have been  furnished  with  written  notice of such
transfer  together  with such other  documents  regarding  the  transfer  as the
Committee shall request.  In addition,  Options shall be transferable by will or
the laws of descent and distribution;  however, no such transfer of an Option by
the Participant  shall be effective to bind the Company unless the Company shall
have been furnished  with written  notice of such transfer and an  authenticated
copy of the will and/or such other  evidence as the Committee may deem necessary
to establish the validity of the transfer and the  acceptance by the  transferee
of the terms and conditions of such Option.

Section  8.05  Withholding  Taxes.  A  Participant  must pay the amount of taxes
required by law upon the  exercise or payment of an Option (i) in cash,  (ii) by
delivering  to the Company  shares of Common Stock having a Fair Market Value on
the date of payment equal to the amount of such required  withholding  taxes, or
(iii) a combination of the foregoing.  However,  any payment made by Participant
pursuant to either of the foregoing clauses (ii) or (iii) shall not be permitted
if it would result in an  accounting  charge with respect to such shares used to
pay such taxes unless otherwise approved by the Committee.

Section 8.06  Amendments  to Option  Agreement.  The  Committee  may at any time
unilaterally  amend the terms of any Option Agreement,  whether or not presently
exercisable,  earned,  paid or  vested,  to the  extent  it  deems  appropriate,
including  by example  and not by  limitation,  the  acceleration  of vesting of
Options;  provided,  however,  that any such  amendment  which is adverse to the
Participant shall require the Participant's consent.

Section 8.07  Securities  Laws. The Company shall have no obligation to issue or
deliver  certificates  representing shares of Common Stock subject to Options if
such issuance or delivery would violate any federal or state securities or other
laws or prior to:

     (a) the  obtaining of any approval  from,  or  satisfaction  of any waiting
period  or other  condition  imposed  by,  any  governmental  agency  which  the
Committee shall, in its sole discretion, determine to be necessary or advisable;
and

     (b) the  completion  of any  registration  or other  qualification  of such
shares under any state or Federal law or ruling of any  governmental  body which
the  Committee  shall,  in its sole  discretion,  determine  to be  necessary or
advisable.

Section 8.08 Right to Continued Employment.  Participation in the Plan shall not
give any  Director any right to remain a Director of the Company or any Eligible
Employee any right to remain in the employ of the Company, any Subsidiary or any
Affiliated  Entity.  The  adoption  of this Plan shall not be deemed to give any
Director,  Eligible Employee or any other individual any right to be selected as
a Participant or to be granted an Option.

Section 8.09  Reliance on Reports.  Each member of the Committee and each member
of the Board  shall be fully  justified  in relying or acting in good faith upon
any report made by the  independent  public  accountants  of the Company and its
Subsidiaries  and upon any other  information  furnished in connection  with the
Plan by any person or persons other than  himself.  In no event shall any person
who is or shall  have been a member of the  Committee  or of the Board be liable
for any  determination  made or other  action  taken or any  omission  to act in
reliance upon any such report or information or for any action taken,  including
the furnishing of information, or failure to act, if in good faith.

Section  8.10  Construction.  Masculine  pronouns  and other words of  masculine
gender shall refer to both men and women.

Section  8.11  Governing  Law.  The Plan shall be governed by and  construed  in
accordance  with the laws of the  State of  Oklahoma  except  as  superseded  by
applicable Federal law.

                                   ARTICLE IX

                   Acceleration of Options upon Certain Events

Section 9.1 Merger,  Disoolution,  etc. If the Company shall, pursuant to action
by the Board,  at any time  propose to  dissolve  or  liquidate  or merge  into,
consolidate with, or sell or otherwise  transfer all or substantially all of its
assets to another corporation ("Transaction") and provision is not made pursuant
to the terms of such Transaction for the assumption by the surviving,  resulting
or acquiring  corporation  of  outstanding  Options  under the Plan,  or for the
substitution of new options  therefor,  the Committee shall cause written notice
of the proposed  Transaction to be given to each  Participant no less than forty
days prior to the anticipated  effective date of the proposed  Transaction,  and
his Option  shall  become  100% vested and,  prior to a date  specified  in such
notice, which shall be not more than ten days prior to the anticipated effective
date of the  proposed  Transaction,  each  Participant  shall  have the right to
exercise  his Option to purchase  any or all of the Common Stock then subject to
such Option. Each Participant,  by so notifying the Company in writing,  may, in
exercising  his Option,  condition  such  exercise  upon,  and provide that such
exercise shall become  effective at the time of, but  immediately  prior to, the
consummation of the  Transaction,  in which event such Participant need not make
payment for the Common Stock to be purchased  upon exercise of such Option until
five days  after  written  notice by the  Company to such  Participant  that the
Transaction  has been  consummated.  If the  Transaction  is  consummated,  each
Option,  to the extent not previously  exercised  prior to the date specified in
the  foregoing   notice,   shall   terminate  on  the  effective  date  of  such
consummation.  If the  Transaction  is  abandoned,  (i)  any  Common  Stock  not
purchased  upon  exercise of such Option  shall  continue  to be  available  for
purchase in  accordance  with the other  provisions  of the Plan and (ii) to the
extent that any Option not exercised prior to such abandonment shall have vested
solely by operation of this Article IX, such vesting  shall be deemed  annulled,
and the vesting schedule set forth in the  Participant's  Option Agreement shall
be reinstituted, as of the date of such abandonment.

Section 9.2 Change of Control or Death of Harold Hamm.  Promptly  following  the
first to occur of (a) a Change of  Control of the  Company,  or (b) the death of
Harold  Hamm if,  immediately  prior to the time of his death,  the  Controlling
Stockholders  were the  "beneficial  owners,"  as defined in Rule 3d-3 under the
Exchange  Act, of more than 35% of the total voting power of the Voting Stock of
the Company,  on a fully diluted basis, the Committee shall cause written notice
of such event to be given to each Participant and his or her outstanding Options
shall become 100% vested and thereafter each Participant shall have the right to
exercise all or any of his or her Options to purchase Capital Stock then subject
to his or her Options.
</TEXT>
</DOCUMENT>
