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                                                                   EXHIBIT 10.10


                     HORIZON MENTAL HEALTH MANAGEMENT, INC.
              1995 STOCK OPTION PLAN FOR ELIGIBLE OUTSIDE DIRECTORS
                      [as amended through October 31, 2002]


         1. Purpose of Plan. This Second Amended and Restated 1995 Stock Option
Plan for Eligible Outside Directors ("Plan") is intended to provide Eligible
Outside Directors (hereinafter defined) of Horizon Mental Health Management,
Inc., a Delaware corporation (the "Company"), with the opportunity to acquire or
increase ownership of shares of the Company, to give them additional incentive
to promote the success of the Company, and to encourage them to act as directors
of the Company. Options issued pursuant to the Plan shall not constitute
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").

         2. Shares Subject to Plan. Subject to adjustment as provided in Section
13 hereof, there will be reserved for issuance upon the exercise of stock
options ("Options") to be granted from time to time under the Plan an aggregate
of 250,000 shares of Common Stock, $.01 par value (the "Common Stock"), of the
Company, which is the maximum number of shares for which Options may be granted
pursuant to the Plan. Such shares may be, in whole or in part, either authorized
unissued Common Stock and/or issued Common Stock which shall have been
reacquired by the Company. If an Option expires or is terminated, in whole or in
part, for any reason other than its exercise, the number of shares of Common
Stock allocated to the Option or portion thereof that have not been exercised
may be reallocated to other Options to be granted under the Plan.

         3. Administration of Plan. The Plan shall be administered by a
committee appointed by the Board of Directors of the Company (the "Committee").
The Committee shall consist of not less than two (2) members of the Board of
Directors, and may be constituted by all members of the Board of Directors.
Initially the Compensation Committee of the Board of Directors of the Company
shall be the Committee. Subject to Section 4 hereof, the Committee shall have
the complete and conclusive authority to interpret all provisions of the Plan;
to prescribe the form of agreements evidencing the grant of Options under the
Plan; to adopt, amend, and rescind rules and regulations pertaining to the
administration of the Plan; and to make all other determinations necessary or
advisable for the administration of the Plan. The express grant in the Plan of
any specific power to the Committee shall not be construed as limiting any power
or authority of the Committee. Any decision made, or action taken, by the
Committee or in connection with the administration of the Plan which is within
the scope of the authority delegated to the Committee shall be final and
conclusive. No member of the Committee shall be liable for any act done in good
faith with respect to the Plan or any Option Agreement (hereinafter defined) or
Option. All expenses of administering the Plan shall be borne by the Company.

         4. Formula Plan.

                  (a) Automatic Grants. Grants of Options under this Section 4
shall be automatic. This Section 4 is intended to be a "formula plan" as
recognized by Rule 16b-3(d) promulgated under the Securities Exchange Act of
1934, as amended (the "Act"), or any successor provisions thereto, and shall be
interpreted accordingly.


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                  (b) Grant on Initial Eligibility Date. To the extent Options
are available under this Plan, each Eligible Outside Director who first becomes
a director of the Company at any time on or after November 1, 1999 (the date
applicable to a director, the "Initial Eligibility Date"), is hereby granted as
of the Initial Eligibility Date an Option to purchase 15,000 shares of Common
Stock, subject to adjustment pursuant to Section 13 of the Plan.

                  (c) Subsequent Annual Grants. To the extent Options are
available under this Plan, as of the day (each a "Subsequent Eligibility Date")
of each Annual Meeting of Stockholders of the Company, each Eligible Outside
Director who is re-elected as a director at such Annual Meeting and serving in
such capacity immediately after such annual meeting shall be granted an Option
to purchase a number of shares of Common Stock, subject to adjustment pursuant
to Section 13 of the Plan, determined by dividing (i) $50,000 by (ii) the Fair
Market Value (defined below) per share of the Common Stock of the Company on the
date of the grant and rounding such number as so determined to the nearest
hundred; provided, however, that no Eligible Outside Director shall be entitled
to receive an Option grant under this Section 4(c) on a Subsequent Eligibility
Date unless, as of such date, at least one year has passed since the Initial
Eligibility Date of such Eligible Outside Director.

                  Notwithstanding the foregoing, each Eligible Outside Director
eligible to receive an Option grant under this Section 4(c) may elect to receive
an Option grant under this Section 4(c) for an amount equal to fifty percent
(50%) of the shares of Common Stock which would otherwise have been subject to
an Option grant under the Section 4(c) and, in the event of such election, the
Eligible Outside Director shall be entitled to receive a fee in the amount of
$2,500 for each of the first four (4) meetings of the Board of Directors
actually attended by such Eligible Outside Director during the period from the
date of the Annual Meeting of Stockholders of the Company at which the Eligible
Outside Director was re-elected and became eligible for the Option grant under
this Section 4(c), including the Board of Directors meeting immediately
following such Annual Meeting of Stockholders, to the date of the next Annual
Meeting of Stockholders, excluding the Board of Directors meeting immediately
following such next Annual Meeting of Stockholders.

                  (d) Eligible Outside Director. As used in the Plan, "Eligible
Outside Director" means each member of the Board of Directors of the Company
who, as of the Initial Eligibility Date (with respect to an Option grant to be
made under Section 4(b) hereof) or as of the applicable Subsequent Eligibility
Date (with respect to an Option grant to be made under Section 4(c) hereof), as
applicable, (i) is not an officer or employee of the Company or any of its
direct or indirect majority owned subsidiaries ("Subsidiaries") and (ii) does
not beneficially own, and is not a representative or affiliate (as defined in
Rule 12b-2 under the Act) of any person or entity that beneficially owns, seven
and 15/100ths percent (7.15%) or more of the Common Stock outstanding on such
Initial Eligibility Date or Subsequent Eligibility Date. For the purposes of
determining the beneficial ownership of Common Stock of the Company by a
Director, all shares of Common Stock subject to stock options held by the
Director (and any person or entity represented by or affiliated with such
Director) shall be deemed beneficially owned by the Director, irrespective of
any vesting or exercisability provisions of such stock options, and shall be
deemed outstanding for the purposes of calculating the percentage of all
outstanding shares of Common Stock of the Company beneficially owned by the
Director.


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                  (e) Fair Market Value. Subject to adjustment as provided in
Section 13 of the Plan, the exercise or purchase price for each share of Common
Stock subject to on Option granted under the Plan shall be the Fair Market Value
(as defined below) per share on the date of grant of the Option. If the Common
Stock is listed on a national securities exchange or on the Nasdaq National
Market, "Fair Market Value" means the closing price per share of the Common
Stock on such national securities exchange or on the Nasdaq National Market, as
applicable, on the day for which such value is to be determined or, if no shares
were traded on such day, on the most recent preceding day on which shares were
traded, as reported by National Quotation Bureau, Inc. or other national
quotation service. If the Common Stock is not so listed on a national securities
exchange or on the Nasdaq National Market, "Fair Market Value" means the closing
"asked" price per share of the Common Stock in the over-the-counter market on
the day for which such value is to be determined or, if such "asked" price is
not available, the last sales price on such day or, if no shares were traded on
such day, on the most recent preceding day on which the shares were traded, as
reported by the Nasdaq or other national quotation service. If the Common Stock
is not listed on any national securities exchange or the Nasdaq National Market
or traded in the over-the-counter market, "Fair Market Value" shall mean the
price per share determined in good faith by the Committee.

                  (f) Vesting. Each Option granted to an Eligible Outside
Director under Section 4(b) and 4(c) above shall vest and become exercisable as
follows:

         (1) An installment equal to twenty percent (20%) of the total number of
shares subject to the Option shall vest and be exercisable on the date of grant;
and

         (2) An installment equal to twenty percent (20%) of the total number of
shares subject to the Option shall vest and be exercisable over the four year
period after the date of grant on each occasion thereafter when the following
conditions are satisfied: (i) the Eligible Outside Director has been re-elected
to the Board of Directors at an Annual Meeting of Stockholders of the Company,
(ii) the Eligible Outside Director has continuously served as a Director since
the Initial Eligibility Date of the Director, and (iii) the period of one year
has elapsed since the most recent vesting date of an installment of this Option,
including the initial installment that vested on the date of grant.

         Each installment shall be cumulative and may be exercisable in whole or
in part at any time during the term of the Option. Each Option may become
exercisable on an accelerated basis under the circumstances described in the
Plan. In addition, the vesting and exercisability of all or any portion of an
Option granted under this Section 4 may be accelerated at the discretion of the
Committee in the event an Eligible Outside Director is required to discontinue
service as a director of the Company due to (i) a mandatory retirement age
adopted by the Company applicable to directors, (ii) health or (iii) a conflict
of interest.

         Each such Option shall expire ten (10) years from the date of grant (or
at the time otherwise specified in the Plan, if earlier) and shall otherwise be
subject to the Plan and such terms and conditions not inconsistent with this
Section 4 as may be included in the Option Agreement for such Option.

                  (g) Optionees; Grant Date. "Grant Date" for options under this
Section 4 shall refer to any Initial Eligibility Date or Subsequent Eligibility
Date on which Options are granted.


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                  (h) Insufficient Shares. Subject to the last paragraph of this
Section 4(h), if on any Grant Date sufficient shares are not available to grant
to each Eligible Outside Director the aggregate number of Options which each
such Eligible Outside Director would otherwise then be entitled to receive under
Section 4(b) or Section 4(c) hereof, then each such Eligible Outside Director
entitled to receive an Option grant on such date shall instead receive an Option
(a "Reduced Grant") to purchase his pro rata portion of the number of shares of
Common Stock then available for grant hereunder.

                  Subject to the last paragraph of this Section 4(h), (i) if at
any time after a Reduced Grant has been made pursuant to this Section 4(h),
additional shares of Common Stock become available hereunder, then each person
who received a Reduced Grant who still meets the Eligible Outside Director
requirements on the date additional shares become available shall automatically
receive an additional Option at an exercise price per share equal to the Fair
Market Value on the date such additional Option is granted, and (ii) the number
of available shares shall be divided among the Options then to be granted to all
such Eligible Outside Directors who received Reduced Grants.

                  If, at the time additional shares of Common Stock are
available hereunder, more than one Reduced Grant has been or is to be made
pursuant to this Section 4(h), available Options shall be granted sequentially
starting with Eligible Outside Directors with the earliest Grant Date in respect
of which a Reduced Grant was or is to be made, but pro rata (based on the
aggregate number of Options that such Eligible Outside Director would have been
entitled to receive under Section 4(b) or 4(c) hereof, as applicable, on the
Grant Date in respect of which the Reduced Grant in question was or is to be
made) among Eligible Outside Directors with the same Grant Date in respect of
which a Reduced Grant was or is to be made. Fractional shares shall be ignored
and not granted. In no event shall the number of Options granted to any Eligible
Outside Director on any Grant Date pursuant to Section 4(b) or 4(c) hereof, plus
any Options granted pursuant to this Section 4(h) in respect of any such Grant
Date for which a Reduced Grant was made, exceed the aggregate number of options
such Eligible Outside Director would have been entitled to receive on such Grant
Date under Section 4(b) or 4(c) hereof, as applicable, if sufficient shares had
been available on such Grant Date to permit the grants called for by Sections
4(b) and 4(c).

         5. Discretionary Grants. In addition to the formula stock options under
Section 4 hereof, the Committee shall have plenary authority to grant Stock
Options upon such terms (not inconsistent with the terms of the Plan) as are
determined by the Committee to directors of the Corporation and its
Subsidiaries.

         Among other things, the Committee shall have the authority, subject to
the terms of the Plan:

                  (a) To select the directors to whom Stock Options may from
time to time be granted;

                  (b) To determine the number of shares of Common Stock to be
covered by each Stock Option granted hereunder; and


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                  (c) To determine the terms and conditions of any Stock Option
granted hereunder and the terms of any agreement relating thereto (including,
but not limited to, the option price (subject to, however, the provisions of
Section 4(c) which shall be applicable to options granted under this Section 5),
any vesting condition, restriction or limitation (which may be related to the
performance of the optionee, the Corporation or any Subsidiary) and any vesting
modification, acceleration or forfeiture waiver regarding any Stock Option and
the shares of Common Stock relating thereto, based on such factors as the
Committee shall determine.

         Any determination made by the Committee or pursuant to delegated
authority pursuant to the provisions of the Plan with respect to any Stock
Option shall be made in the sole discretion of the Committee or such delegate at
the time of the grant of the Stock Option or, unless in contravention of any
express term of the Plan, at any time thereafter. All decisions made by the
Committee or any appropriately delegated officer pursuant to the provisions of
the Plan shall be final and binding on all persons, including the Corporation
and optionees under the Plan.

         Any authority granted to the Committee may also be exercised by the
full Board, except to the extent that the grant or exercise of such authority
would cause any Stock Option or transaction to become subject to (or lose an
exemption under) the short-swing profit recovery provisions of Section 16 of the
Exchange Act or to lose the Section 162(m) Exemption with respect thereto. To
the extent that any permitted action taken by the Board conflicts with action
taken by the Committee, the Board action shall control.

         6. Option Agreement. Each Option granted under the Plan shall be
evidenced by a written option agreement (as amended or supplemented pursuant to
the Plan, the "Option Agreement") which may contain such terms as may be
specified by the Committee at the time of the grant of the Option which are not
inconsistent with the terms of the Plan.

         7. Exercise of Options.

                  (a) Restriction. Any Optionee who is required to report under
Section 16 of the Act may not sell any shares acquired upon exercise of any
Option prior to the lapse of six months from the date of its grant.

                  (b) Fractional Shares. Options may only be exercised with
respect to full shares and not for any fractional shares.

                  (c) Notice of Exercise. Subject to such administrative
regulations as the Committee administering the Plan may from time to time adopt,
the Optionee shall exercise an Option by giving written notice to the Company of
the number of full shares being purchased and of the aggregate purchase price to
be paid therefor. Such notice shall be accompanied by an undertaking to furnish
or execute such documents as the Company, in its discretion, shall deem
necessary (i) to evidence the exercise, in whole or in part, of the Option, (ii)
to determine whether registration of the shares is then required under the
Securities Act of 1933, as then in effect, and (iii) to comply with or satisfy
the requirements of the Securities Act of 1933, or any other law, as then in
effect, or any terms of the Plan or the Option Agreement.

                  (d) Payment of Exercise Price. Each notice of exercise shall
be accompanied by full payment in cash of the Option Price for the shares being
purchased; provided, however, an Optionee may exercise his Option in whole or in
part (i) by tendering to the Company shares


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of the Common Stock of the Company already owned by the Optionee which were
acquired at least six months prior to the Option exercise date and valued at an
aggregate Fair Market Value (hereinafter defined) as of the date of exercise
equal to the aggregate Option Price for the shares being purchased, or (ii) to
the extent permitted under Regulation T of the Federal Reserve Board, by
delivering a properly executed notice of exercise of the Option to the Company
and a broker, with irrevocable instructions to the Company to deliver such
broker the stock certificates for the shares issued pursuant to such exercise
and irrevocable instructions to such broker to deliver to the Company on or
before the settlement date cash in an amount necessary to pay the aggregate
Option Price for the share being purchased. If the Common Stock is listed on a
national securities exchange or on the Nasdaq National Market, "Fair Market
Value" means the closing price per share of the Common Stock of such national
securities exchange or on the Nasdaq National Market, as applicable, on the day
for which such value is to be determined or, if no shares were traded on such
day, on the next preceding day on which shares were traded, as reported by
National Quotation Bureau, Inc. or other national quotation service. If the
Common Stock is not listed on a national securities exchange or on the Nasdaq
National Market, "Fair Market Value" of the shares of Common Stock shall mean
the closing "asked" price of the shares in the over-the-counter market on the
day for which such value is to be determined or, if such "asked" price is not
available, the last sales price on such day or, if no shares were traded on such
day, on the next preceding day on which the shares were traded, as reported by
the Nasdaq or other national quotation service. If the Common Stock is not
listed on any national securities exchange or the Nasdaq National Market or
traded in the over-the-counter market, "Fair Market Value" shall mean the price
determined in good faith by the Committee. Within a reasonable time or such time
as may be permitted by law after the Company receives notice and payment in full
of the aggregate Option Price for the number of shares purchased, the Company
shall issue and deliver a certificate representing the shares acquired in
consequence of the exercise and any other amounts payable in consequence of such
exercise.

         Payment for any shares subject to a stock option may also be made by
instructing the Committee to withhold the number of shares subject to such stock
option being issued on the exercise of such stock option having a Fair Market
Value on the date of exercise equal to the aggregate exercise price of the
exercise stock option.

                  (e) Payment of Withholding. Upon exercise of an Option by an
Optionee such number of shares otherwise issuable shall, if requested in writing
by the Optionee, be reduced by the amount necessary to satisfy the Optionee's
U.S. federal and, where applicable, state and local tax withholding
requirements. The number of shares so withheld shall have an aggregate Fair
Market Value as of the date of exercise sufficient to satisfy the applicable
withholding taxes. Otherwise, the Optionee shall pay to the Company at the time
of exercise of an Option or portion thereof the amount that the Company deems
necessary to satisfy its obligation to withhold Federal, state or local income
or other taxes incurred by reason of the exercise.

                  (f) Treatment of Withheld Shares. Any shares of stock subject
to a Stock Option that are withheld upon the exercise of an Option for the
purposes of the payment of the exercise price or withholding taxes applicable as
a result of the exercise of stock options shall again be available for issuance
in connection with stock options thereafter granted under the Plan in the same
manner as shares subject to an Option that terminates without exercise become


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available again for Options granted under the Plan. However, the Options to
which such withheld shares related shall be deemed no longer outstanding.

         8. Compliance With Law and Requisite Government Approval. No Common
Stock shall be delivered in connection with the exercise of an Option except in
compliance with all applicable federal and state laws and regulations (including
without limitation, withholding tax requirements) and the rules of all stock
exchanges or markets on which the Company's shares may be listed. The Company
shall have the right to rely on an opinion of its counsel as to such compliance.
Any share certificate issued to evidence Common Stock for which an Option is
exercised may bear such legends and statements as the Committee may deem
advisable to assure compliance with federal and state laws and regulations and
the terms of the Plan. No Option may be exercised in whole or in part and no
certificates representing shares subject to such Option shall be delivered if
any requisite approval or consent of any governmental authority of any kind
having jurisdiction over the exercise of Options shall not have been secured.

         9. No Rights as Stockholders. The holder of an Option shall have no
rights as a stockholder with respect to any shares covered by an Option until
the issuance of one or more certificates to him for such shares upon the due
exercise of the Option. Except as provided in Section 13 hereof, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the date of issuance of such certificates.

         10. Non-Transferability. An Option shall be transferable by the
Optionee only pursuant to the following methods: (i) by will or the laws of
descent and distribution; or (ii) as a gift to family members of the optionee or
to trusts for the benefit of family members of the optionee or to charities or
other not-for-profit organizations; or (iii) to an entity (other than a public
company) controlled or owned by, or for the benefit of, family members of the
optionee.

         11. Death of an Optionee. If an Optionee shall die while he is a
director of the Company holding Options granted under the Plan, the Executor or
Administrator of the Optionee's estate or the person or persons acquiring the
Options upon the death of the Optionee may exercise such Options (to the extent
that the Optionee shall have been entitled to do so on the date of his death) at
any time within one (1) year after the Optionee's death, subject to the other
terms and conditions of the Plan, and any remaining portion of such Options not
exercisable by the Optionee on the date of his death shall terminate immediately
and cease to exist; provided, however, that no Option shall be exercisable after
the expiration of ten (10) years from the date it is granted.

         12. Termination of Director Status. If a director granted one or more
Options pursuant to this Plan shall thereafter cease for any reason (other than
death, which shall be governed by Section 11 hereof) to be a director of the
Company, then the Options shall terminate on the effective date of such
termination as to any unexercised portion thereof.

         13. Adjustments Upon Changes in Capitalization. In the event of changes
in the outstanding Common Stock of Company by reason of stock dividend, stock
split, reverse stock split, recapitalization, merger, consolidation,
combination, exchange of shares, separation, reorganization, reclassification,
or the like of or by the Company, or otherwise, in which the Company is the
surviving company, the Plan and outstanding Options will be automatically and
appropriately adjusted, and the Committee shall take such action as shall be
necessary to


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preserve the rights of all holders under outstanding and unexercised Options so
that such rights remain proportionate to the rights held by them under such
outstanding Options immediately prior to such event. Such adjustments and
actions shall include, but are not limited to, adjustments in the number and
class of shares available to be granted under the Plan, adjustments in other
numbers of shares of Common Stock referenced in the Plan, and adjustments in the
number of shares granted and the exercise price under any Option Agreement.

         Unless an Optionee's Option Agreement provides otherwise, upon the
occurrence of any of the following events:

                  (a) a filing pursuant to any federal or state law in
connection with any tender offer for shares of the Company (other than a tender
offer by the Company) or the signing of any agreement for the merger or
consolidation of the Company with another corporation in which the Company is
not the surviving corporation (or survives only as a subsidiary of another
corporation) or for sale of all or substantially all of the assets of the
Company or adoption of any resolution of reorganization or dissolution of the
Company by the stockholders or the occurrence of any other event or series of
events, which tender offer, merger, consolidation, sale, reorganization,
dissolution or other event or series of events, in the opinion of the Board of
Directors, will, or is likely to, if carried out, result in a change of control
of the Company, or

                  (b) during any period of two consecutive years, individuals
who at the beginning of such period constituted the Directors of the Company
cease for any reason to constitute a majority thereof (unless the election, or
the nomination for election by the Company's stockholders, of each Director of
the Company first elected during such period was approved by a vote of at least
two-thirds of the Directors then still in office who were Directors of the
Company at the beginning of any such period),

then all outstanding Options shall become immediately exercisable in full,
notwithstanding any other provision of this Plan or any provision of any Option
Agreement to the contrary.

         14. Date of the Plan. This 1995 Stock Option Plan for Eligible Outside
Directors amends and restates the original 1995 Stock Option Plan for Eligible
Outside Directors as amended, in its entirety. Notwithstanding anything herein
to the contrary, (i) the adoption of this amendment and restatement of the Plan
shall not affect the rights of any Optionee with respect to any Option
previously granted under the Plan, and (ii) no Eligible Outside Director who
received an Option grant under the Plan shall be entitled to an additional grant
under Section 4(b) hereof (but, subject to the conditions stated herein, each
Optionee shall be eligible to receive additional grants under other subsections
of this Plan).

         15. Investment Purpose. Each Option under the Plan shall be granted on
the condition that the purchases of Common Stock thereunder shall be for
investment purposes, and not with a view to resale or distribution, except that
in the event the Common Stock subject to such Option is registered under the
Securities Act of 1933, as amended, or in the event a resale of such stock
without such registration would otherwise be permissible, such condition shall
be inoperative if, in the opinion of counsel for the Company, such condition is
not required under the Securities Act of 1933, as amended, or any other
applicable law, regulation, or rule of any governmental agency.


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         16. Indemnification of Committee. In addition to such other rights of
indemnification as they may have as directors of the Company or any Subsidiary
or as members of the Committee, the members of the Committee shall be
indemnified by the Company against the reasonable expenses, including attorneys'
fees actually and reasonably incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
they or any of them may be a party by reason of any action taken or failure to
act under or in connection with the Plan or any Option granted thereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by a majority of the disinterested directors of the Company or by
independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that a member of the Committee is liable for gross negligence or
intentional and willful misconduct in the performance of his duties; provided
that within sixty (60) days after institution of any such action, suit or
proceeding, such member of the Committee shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same. The foregoing
provisions shall be in addition to all rights to indemnification and advancement
of expenses to which the Committee members may be entitled pursuant to any
provision of the Certificate of Incorporation or Bylaws of the Company or any
Subsidiary, agreement, vote or consent of stockholders of the Company or any
Subsidiary, statute, or otherwise.

         17. Amendment of the Plan. The Board of Directors of the Company may
suspend or discontinue the Plan or revise or amend it in any respect whatsoever;
provided, however, that without approval by the stockholders of the Company no
such amendment to the Plan may be made if such amendment would require
stockholder approval pursuant to Rule 16b-3, or any successor rule, as then in
effect under the Act. Notwithstanding the foregoing or anything herein to the
contrary, however, to the extent required for the Plan to constitute a formula
plan under Rule 16b-3, or any successor rule, as in effect under the Act at the
time of the proposed amendment, the provisions of the Plan governing the
directors of the Company eligible to receive Options pursuant to Section 4
hereof, the timing of such Option grants, the number of Options to be granted to
such directors, the exercise price per share under each such Option, the periods
during which such Options are exercisable and the date on which such Options
terminate, may not be amended more than once every six (6) months other than to
comport with changes in the Code, the Employee Retirement Income Security Act,
or the rules thereunder. Any amendment of the Plan shall not, without the
consent of an Optionee, affect his rights under an Option theretofore granted to
him.

         18. Termination of the Plan. The Plan shall terminate on April 27,
2005, unless sooner terminated by the Board of Directors. All Options granted
hereunder must be granted on or prior to the date on which the Plan is
terminated. The termination of the Plan shall not, without the consent of an
Optionee, affect his rights under an Option theretofore granted to him.
Notwithstanding the foregoing statements, subject to and conditioned upon the
requirement that Options have been granted for all the shares reserved for
issuance under the Plan during the initial ten-year term of the Plan, the term
of the Plan shall be automatically extended for an additional 10 years to permit
the grant of Options pursuant to the Plan for the number of shares (and no more)
that become available for Options, whether such occurs before or after such
initial ten-year term, as a result of the termination or forfeiture of
previously granted Options or the withholding of shares otherwise issuable upon
the exercise of previously granted Options to pay


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either the exercise price of such previously granted Options or the withholding
taxes payable upon the exercise of such previously granted Options.

         19. Disinterested Administrators. To the extent permitted by law and
deemed advisable by the Committee, if the grant of any Option hereunder (or any
action taken by the Committee in respect of such Option) to any Optionee who
then or thereafter serves as an administrator of any other employee benefit plan
of the Company (grants under which are intended to be exempt under Rule 16b-3
under the Act or successor provisions thereto) shall cause such Optionee to no
longer be a "disinterested" administrator of such other employee benefit plan
within the meaning of Rule 16b-3(c)(2)(i) under the Act or successor provisions
thereto, such grant hereunder shall be deemed null and void.

         20. Applicable Law. The Plan is intended to be performed in the State
of Texas and shall be construed and enforced in accordance with and governed by
the laws of the State of Delaware.



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