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                                                                   EXHIBIT 10.11


                           ATP OIL & GAS CORPORATION

                                2000 STOCK PLAN

                                  I.  PURPOSE

     The purpose of the ATP OIL & GAS CORPORATION 2000 STOCK PLAN (the "Plan")
is to provide a means through which ATP OIL & GAS CORPORATION, a Texas
corporation (the "Company"), and its subsidiaries may attract able persons to
serve as directors or consultants, or to enter the employ of the Company or its
subsidiaries and to provide a means whereby those individuals upon whom the
responsibilities of the successful administration and management of the Company
and its subsidiaries rest, and whose present and potential contributions to the
welfare of the Company and its subsidiaries are of importance, can acquire and
maintain stock ownership, thereby strengthening their concern for the welfare of
the Company and its subsidiaries.  A further purpose of the Plan is to provide
such individuals with additional incentive and reward opportunities designed to
enhance the profitable growth of the Company and its subsidiaries.  Accordingly,
the Plan provides for granting Incentive Stock Options, options that do not
constitute Incentive Stock Options, Restricted Stock Awards, or any combination
of the foregoing, as is best suited to the circumstances of the particular
employee, consultant or director as provided herein.

                                 II.  DEFINITIONS

     The following definitions shall be applicable throughout the Plan unless
specifically modified by any paragraph:

     (a) "AWARD" means, individually or collectively, any Option or Restricted
Stock Award.

     (b) "BOARD" means the Board of Directors of the Company.

     (c) "CODE" means the Internal Revenue Code of 1986, as amended.  Reference
in the Plan 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.

     (d) "COMMITTEE" means a committee of the Board that is selected by the
Board as provided in Paragraph IV(a).

     (e) "COMMON STOCK" means the common stock, par value $.001 per share, of
the Company, or any security into which such Common Stock may be changed by
reason of any transaction or event of the type described in Paragraph IX.

     (f) "COMPANY" means ATP Oil & Gas Corporation, a Texas corporation.

     (g) "CONSULTANT" means any person who is not an employee and who is
providing advisory or consulting services to the Company or any Related
Corporation.

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     (h) "DIRECTOR" means an individual elected to the Board by the shareholders
of the Company or by the Board under applicable corporate law who is serving on
the Board on the date the Plan is adopted by the Board or is elected to the
Board after such date.

     (i) An "EMPLOYEE" means any person (including a Director) in an employment
relationship with the Company or any Related Corporation.

     (j) "FAIR MARKET VALUE" means, as of any specified date, the mean of the
high and low sales prices of the Common Stock (i) reported by the National
Market System of NASDAQ on that date or (ii) if the Common Stock is listed on a
national stock exchange, reported on the stock exchange composite tape on that
date; or, in either case, if no prices are reported on that date, on the last
preceding date on which such prices of the Common Stock are so reported.  If the
Common Stock is traded over the counter at the time a determination of its fair
market value is required to be made hereunder, its fair market value shall be
deemed to be equal to the average between the reported high and low or closing
bid and asked prices of Common Stock on the most recent date on which Common
Stock was publicly traded.  In the event Common Stock is not publicly traded at
the time a determination of its value is required to be made hereunder, the
determination of its fair market value shall be made by the Committee in such
manner as it deems appropriate.  Notwithstanding the foregoing, the Fair Market
Value of a share of Common Stock on the date of an initial public offering of
Common Stock shall be the offering price under such initial public offering.

     (k) "HOLDER" means an employee, Consultant, or Director who has been
granted an Award.

     (l) "INCENTIVE STOCK OPTION" means an incentive stock option within the
meaning of section 422 of the Code.

     (m) "1934 ACT" means the Securities Exchange Act of 1934, as amended.

     (n) "OPTION" means an Award granted under Paragraph VII of the Plan and
includes both Incentive Stock Options to purchase Common Stock and Options that
do not constitute Incentive Stock Options to purchase Common Stock.

     (o) "OPTION AGREEMENT" means a written agreement between the Company and a
Holder with respect to an Option.

     (p) "PLAN" means the ATP Oil & Gas Corporation 2000 Stock Plan, as amended
from time to time.

     (q) "RELATED CORPORATION" means any parent corporation or subsidiary
corporation (as such terms are defined in section 424 of the Code) of the
Company.

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     (r) "RESTRICTED STOCK AGREEMENT" means a written agreement between the
Company and a Holder with respect to a Restricted Stock Award.

     (s) "RESTRICTED STOCK AWARD" means an Award granted under Paragraph VIII of
the Plan.

     (t) "RULE 16B-3" means SEC Rule 16b-3 promulgated under the 1934 Act, as
such may be amended from time to time, and any successor rule, regulation or
statute fulfilling the same or a similar function.

     (u) "STOCK APPRECIATION RIGHT" shall have the meaning assigned to such term
in Paragraph VII(d) of the Plan.

                 III.  EFFECTIVE DATE AND DURATION OF THE PLAN

     The Plan shall become effective upon the date of its adoption by the Board,
provided the Plan is approved by the shareholders of the Company within twelve
months thereafter.  Notwithstanding any provision in the Plan, in any Option
Agreement or in any Restricted Stock Agreement, no Option shall be exercisable
and no Restricted Stock Award shall vest prior to such shareholder approval.  No
further Awards may be granted under the Plan after ten years from the date the
Plan is adopted by the Board.  The Plan shall remain in effect until all Options
granted under the Plan have been satisfied or expired, and all Restricted Stock
Awards granted under the Plan have vested or been forfeited.

                              IV.  ADMINISTRATION

     (a) COMPOSITION OF COMMITTEE.  The Plan shall be administered by a
committee of, and appointed by, the Board.  In the absence of the Board's
appointment of a committee to administer the Plan, the Board shall serve as the
Committee.  Notwithstanding the foregoing, from and after the date upon which
the Company becomes a "publicly held corporation" (as defined in section 162(m)
of the Code and applicable interpretive authority thereunder), the Plan shall be
administered by a committee of, and appointed by, the Board that shall be
comprised solely of two or more outside Directors (within the meaning of the
term "outside directors" as used in section 162(m) of the Code and applicable
interpretive authority thereunder and within the meaning of "Non-Employee
Director" as defined in Rule 16b-3).

     (b) POWERS.  Subject to the express provisions of the Plan, the Committee
shall have authority, in its discretion, to determine which employees,
Consultants, or Directors shall receive an Award, the time or times when such
Award shall be made, whether an Incentive Stock Option or an Option that does
not constitute an Incentive Stock Option shall be granted, and the number of
shares to be subject to each Option or Restricted Stock Award.  In making such
determinations, the Committee shall take into account the nature of the services
rendered by the respective employees, Consultants, or Directors, their present
and potential contribution to the Company's success and such other factors as
the Committee in its discretion shall deem relevant.

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     (c) ADDITIONAL POWERS.  The Committee shall have such additional powers as
are delegated to it by the other provisions of the Plan.  Subject to the express
provisions of the Plan, this shall include the power to construe the Plan and
the respective agreements executed hereunder, to prescribe rules and regulations
relating to the Plan, and to determine the terms, restrictions and provisions of
the agreement relating to each Award, including such terms, restrictions and
provisions as shall be requisite in the judgment of the Committee to cause
designated Options to qualify as Incentive Stock Options, and to make all other
determinations necessary or advisable for administering the Plan.  The Committee
may correct any defect or supply any omission or reconcile any inconsistency in
the Plan or in any agreement relating to an Award in the manner and to the
extent it shall deem expedient to carry it into effect.  The determinations of
the Committee on the matters referred to in this Paragraph IV shall be
conclusive.

               V.  SHARES SUBJECT TO THE PLAN; GRANT OF OPTIONS;
                       GRANT OF RESTRICTED STOCK AWARDS


     (a) SHARES SUBJECT TO THE PLAN AND AWARD LIMITS.  Subject to adjustment in
the same manner as provided in Paragraph IX with respect to shares of Common
Stock subject to Options then outstanding, the aggregate number of shares of
Common Stock that may be issued under the Plan shall not exceed 4,000,000
shares.  Shares shall be deemed to have been issued under the Plan only (i) to
the extent actually issued and delivered pursuant to an Award or (ii) to the
extent an Award is settled in cash.  To the extent that an Award lapses or the
rights of its Holder terminate, any shares of Common Stock subject to such Award
shall again be available for the grant of an Award under the Plan.
Notwithstanding any provision in the Plan to the contrary, the maximum number of
shares of Common Stock that may be subject to Awards granted to any one
individual during the term of the Plan may not exceed 50% of the aggregate
number of shares of Common Stock that may be issued under the Plan (as adjusted
from time to time in accordance with the provisions of the Plan).  From and
after the date upon which the Company becomes a "publicly held corporation" (as
defined in section 162(m) of the Code and applicable interpretive authority
thereunder), the limitation set forth in the preceding sentence shall be applied
in a manner which will permit compensation generated under the Plan to
constitute "performance-based" compensation for purposes of section 162(m) of
the Code, including, without limitation, counting against such maximum number of
shares, to the extent required under section 162(m) of the Code and applicable
interpretive authority thereunder, any shares subject to Options that are
canceled or repriced.

     (b) GRANT OF OPTIONS. The Committee may from time to time grant Options to
one or more employees, Consultants, or Directors determined by it to be eligible
for participation in the Plan in accordance with the terms of the Plan.

     (c) GRANT OF RESTRICTED STOCK AWARDS. The Committee may from time to time
grant Restricted Stock Awards to one or more employees, Consultants, or
Directors determined by it to be eligible for participation in the Plan in
accordance with the terms of the Plan.

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     (d) STOCK OFFERED.  Subject to the limitations set forth in Paragraph V(a),
the stock to be offered pursuant to the grant of an Award may be authorized but
unissued Common Stock or Common Stock previously issued and outstanding and
reacquired by the Company.  Any of such shares which remain unissued and which
are not subject to outstanding Awards at the termination of the Plan shall cease
to be subject to the Plan but, until termination of the Plan, the Company shall
at all times make available a sufficient number of shares to meet the
requirements of the Plan.

                               VI.  ELIGIBILITY

     Awards may be granted only to persons who, at the time of grant, are
employees, Consultants, or Directors.  An Award may be granted on more than one
occasion to the same person, and, subject to the limitations set forth in the
Plan, such Award may include an Incentive Stock Option, an Option that is not an
Incentive Stock Option, a Restricted Stock Award, or any combination thereof.

                              VII.  STOCK OPTIONS

     (a) OPTION PERIOD.  The term of each Option shall be as specified by the
Committee at the date of grant.

     (b) LIMITATIONS ON EXERCISE OF OPTION.  An Option shall be exercisable in
whole or in such installments and at such times as determined by the Committee.

     (c) SPECIAL LIMITATIONS ON INCENTIVE STOCK OPTIONS.  An Incentive Stock
Option may be granted only to an individual who is an employee at the time the
Option is granted.  To the extent that the aggregate Fair Market Value
(determined at the time the respective Incentive Stock Option is granted) of
Common Stock with respect to which Incentive Stock Options are exercisable for
the first time by an individual during any calendar year under all incentive
stock option plans of the Company and its parent and subsidiary corporations
exceeds $100,000, such excess Incentive Stock Options shall be treated as
Options which do not constitute Incentive Stock Options.  The Committee shall
determine, in accordance with applicable provisions of the Code, Treasury
Regulations and other administrative pronouncements, which of a Holder's
Incentive Stock Options will not constitute Incentive Stock Options because of
such limitation and shall notify the Holder of such determination as soon as
practicable after such determination.  No Incentive Stock Option shall be
granted to an individual if, at the time the Option is granted, such individual
owns stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of its parent or subsidiary corporation,
within the meaning of section 422(b)(6) of the Code, unless (i) at the time such
Option is granted the option price is at least 110% of the Fair Market Value of
the Common Stock subject to the Option and (ii) such Option by its terms is not
exercisable after the expiration of five years from the date of grant.  An
Incentive Stock Option shall not be transferable otherwise than by will or the
laws of descent and distribution, and shall be exercisable during the Holder's
lifetime only by such Holder or the Holder's guardian or legal representative.

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     (d) OPTION AGREEMENT.  Each Option shall be evidenced by an Option
Agreement in such form and containing such provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall approve,
including, without limitation, provisions to qualify an Incentive Stock Option
under section 422 of the Code.  Each Option Agreement shall specify the effect
of termination of (i) employment, (ii) the consulting or advisory relationship,
or (iii) membership on the Board, as applicable, on the exercisability of the
Option.  An Option Agreement may provide for the payment of the option price, in
whole or in part, by the delivery of a number of shares of Common Stock (plus
cash if necessary) having a Fair Market Value equal to such option price.
Moreover, an Option Agreement may provide for a "cashless exercise" of the
Option by establishing procedures satisfactory to the Committee with respect
thereto.  Further, an Option Agreement may provide for the surrender of the
right to purchase shares under the Option in return for a payment in cash or
shares of Common Stock or a combination of cash and shares of Common Stock equal
in value to the excess of the Fair Market Value of the shares with respect to
which the right to purchase is surrendered over the option price therefor
("Stock Appreciation Rights"), on such terms and conditions as the Committee in
its sole discretion may prescribe.  In the case of any such Stock Appreciation
Right that is granted in connection with an Incentive Stock Option, such right
shall be exercisable only when the Fair Market Value of the Common Stock exceeds
the price specified therefor in the Option or the portion thereof to be
surrendered.  The terms and conditions of the respective Option Agreements need
not be identical.

     (e) OPTION PRICE AND PAYMENT.  The price at which a share of Common Stock
may be purchased upon exercise of an Option shall be determined by the Committee
but, subject to adjustment as provided in Paragraph IX, (i) in the case of an
Incentive Stock Option, such purchase price shall not be less than the Fair
Market Value of a share of Common Stock on the date such Option is granted, and
(ii) in the case of an Option that does not constitute an Incentive Stock
Option, such purchase price shall not be less than 50% of the Fair Market Value
of a share of Common Stock on the date such Option is granted.  The Option or
portion thereof may be exercised by delivery of an irrevocable notice of
exercise to the Company, as specified by the Committee.  The purchase price of
the Option or portion thereof shall be paid in full in the manner prescribed by
the Committee.  Separate stock certificates shall be issued by the Company for
those shares acquired pursuant to the exercise of an Incentive Stock Option and
for those shares acquired pursuant to the exercise of any Option that does not
constitute an Incentive Stock Option.

     (f) STOCKHOLDER RIGHTS AND PRIVILEGES.  The Holder shall be entitled to all
the privileges and rights of a stockholder only with respect to such shares of
Common Stock as have been purchased under the Option and for which certificates
of stock have been registered in the Holder's name.

     (g) OPTIONS AND RIGHTS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY OTHER
CORPORATIONS.  Options and Stock Appreciation Rights may be granted under the
Plan from time to time in substitution for stock options held by individuals
employed by corporations who become employees as a result of a merger or
consolidation or other business combination of the employing corporation with
the Company or any subsidiary.

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                        VIII.  RESTRICTED STOCK AWARDS

     (a) FORFEITURE RESTRICTIONS TO BE ESTABLISHED BY THE COMMITTEE.  Shares of
Common Stock that are the subject of a Restricted Stock Award shall be subject
to restrictions on disposition by the Holder and an obligation of the Holder to
forfeit and surrender the shares to the Company under certain circumstances (the
"Forfeiture Restrictions").  The Forfeiture Restrictions shall be determined by
the Committee in its sole discretion, and the Committee may provide that the
Forfeiture Restrictions shall lapse upon (i) the attainment of one or more
performance targets established by the Committee that are based on (1) the price
of a share of Common Stock, (2) the Company's earnings per share, (3) the
Company's market share, (4) the market share of a business unit of the Company
designated by the Committee, (5) the Company's sales, (6) the sales of a
business unit of the Company designated by the Committee, (7) the net income
(before or after taxes) of the Company or any business unit of the Company
designated by the Committee, (8) the cash flow return on investment of the
Company or any business unit of the Company designated by the Committee, (9) the
earnings before or after interest, taxes, depreciation, and/or amortization of
the Company or any business unit of the Company designated by the Committee,
(10) the economic value added, or (11) the return on shareholders' equity
achieved by the Company, (ii) the Holder's continued employment with the Company
or continued service as a Consultant or Director for a specified period of time,
(iii) the occurrence of any event or the satisfaction of any other condition
specified by the Committee in its sole discretion, or (iv) a combination of any
of the foregoing.  Each Restricted Stock Award may have different Forfeiture
Restrictions, in the discretion of the Committee.

     (b) OTHER TERMS AND CONDITIONS.  Common Stock awarded pursuant to a
Restricted Stock Award shall be represented by a stock certificate registered in
the name of the Holder of such Restricted Stock Award.  The Holder shall have
the right to receive dividends with respect to Common Stock subject to a
Restricted Stock Award, to vote Common Stock subject thereto and to enjoy all
other stockholder rights, except that (i) the Holder shall not be entitled to
delivery of the stock certificate until the Forfeiture Restrictions have
expired, (ii) the Company shall retain custody of the stock until the Forfeiture
Restrictions have expired, (iii) the Holder may not sell, transfer, pledge,
exchange, hypothecate or otherwise dispose of the stock until the Forfeiture
Restrictions have expired, and (iv) a breach of the terms and conditions
established by the Committee pursuant to the Restricted Stock Agreement shall
cause a forfeiture of the Restricted Stock Award.  At the time of such Award,
the Committee may, in its sole discretion, prescribe additional terms,
conditions or restrictions relating to Restricted Stock Awards, including, but
not limited to, rules pertaining to the termination of employment or service as
a Consultant or Director (by retirement, disability, death or otherwise) of a
Holder prior to expiration of the Forfeitures Restrictions.  Such additional
terms, conditions or restrictions shall be set forth in a Restricted Stock
Agreement made in conjunction with the Award.

     (c) PAYMENT FOR RESTRICTED STOCK.  The Committee shall determine the amount
and form of any payment for Common Stock received pursuant to a Restricted Stock
Award, provided that in the absence of such a determination, a Holder shall not
be required to make any payment for

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Common Stock received pursuant to a Restricted Stock Award, except to the extent
otherwise required by law.

     (d) COMMITTEE'S DISCRETION TO ACCELERATE VESTING OF RESTRICTED STOCK
AWARDS.  The Committee may, in its discretion and as of a date determined by the
Committee, fully vest any or all Common Stock awarded to a Holder pursuant to a
Restricted Stock Award and, upon such vesting, all restrictions applicable to
such Restricted Stock Award shall terminate as of such date.  Any action by the
Committee pursuant to this Subparagraph may vary among individual Holders and
may vary among the Restricted Stock Awards held by any individual Holder.
Notwithstanding the preceding provisions of this Subparagraph, from and after
the date upon which the Company becomes a "publicly held corporation" (as
defined in section 162(m) of the Code and applicable interpretive authority
thereunder), the Committee may not take any action described in this
Subparagraph with respect to a Restricted Stock Award that has been granted
after such date to a "covered employee" (within the meaning of Treasury
Regulation section 1.162-27(c)(2)) if such Award has been designed to meet the
exception for performance-based compensation under section 162(m) of the Code.

     (e) RESTRICTED STOCK AGREEMENTS.   At the time any Award is made under this
Paragraph VIII, the Company and the Holder shall enter into a Restricted Stock
Agreement setting forth each of the matters contemplated hereby and such other
matters as the Committee may determine to be appropriate.  The terms and
provisions of the respective Restricted Stock Agreements need not be identical.

                    IX.  RECAPITALIZATION OR REORGANIZATION

     (a) NO EFFECT ON RIGHT OR POWER.  The existence of the Plan and the Awards
granted hereunder shall not affect in any way the right or power of the Board or
the shareholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's or any
subsidiary's capital structure or its business, any merger or consolidation of
the Company or any subsidiary, any issue of debt or equity securities ahead of
or affecting Common Stock or the rights thereof, the dissolution or liquidation
of the Company or any subsidiary or any sale, lease, exchange or other
disposition of all or any part of its assets or business or any other corporate
act or proceeding.

     (b) SUBDIVISION OR CONSOLIDATION OF SHARES; STOCK DIVIDENDS.  The shares
with respect to which Options may be granted are shares of Common Stock as
presently constituted, but if, and whenever, prior to the expiration of an
Option theretofore granted, the Company shall effect a subdivision or
consolidation of shares of Common Stock or the payment of a stock dividend on
Common Stock without receipt of consideration by the Company, the number of
shares of Common Stock with respect to which such Option may thereafter be
exercised (i) in the event of an increase in the number of outstanding shares
shall be proportionately increased, and the purchase price per share shall be
proportionately reduced, and (ii) in the event of a reduction in the number of
outstanding shares shall be proportionately reduced, and the purchase price per
share shall be proportionately increased.  Any fractional share resulting from
such adjustment shall be rounded up to the next whole share.

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     (c) RECAPITALIZATIONS AND CORPORATE CHANGES.  If the Company recapitalizes,
reclassifies its capital stock, or otherwise changes its capital structure (a
"recapitalization"), the number and class of shares of Common Stock covered by
an Option theretofore granted shall be adjusted so that such Option shall
thereafter cover the number and class of shares of stock and securities to which
the Holder would have been entitled pursuant to the terms of the
recapitalization if, immediately prior to the recapitalization, the Holder had
been the holder of record of the number of shares of Common Stock then covered
by such Option.  If the Company shall be a party to a merger or consolidation
that results in at least 40% of the total voting power represented by the voting
stock of the Company (or the successor to the Company) outstanding immediately
after such merger or consolidation being owned or controlled (including, without
limitation, the power to vote) by persons or entities other than the
shareholders of the Company immediately prior to such merger or consolidation (a
"Transaction"), then, except as provided in any Award Agreement, upon the
consummation of such Transaction, all outstanding Awards shall immediately vest
and become exercisable or satisfiable, as applicable, and any Awards that are
Options shall continue to be exercisable for the remainder of the applicable
Option term.  Further, if (i) the Company shall not be the surviving entity in a
merger or consolidation (or survives only as a subsidiary of an entity) other
than a Transaction as described in the preceding sentence, (ii) the Company
sells, leases or exchanges or agrees to sell, lease or exchange all or
substantially all of its assets to any other person or entity, (iii) the Company
is to be dissolved and liquidated, (iv) any person or entity, including a
"group" as contemplated by Section 13(d)(3) of the 1934 Act, acquires or gains
ownership or control (including, without limitation, power to vote) of more than
50% of the outstanding shares of the Company's voting stock (based upon voting
power), or (v) as a result of or in connection with a contested election of
Directors, the persons who were Directors of the Company before such election
shall cease to constitute a majority of the Board (each such event is referred
to in clauses (i), (ii), (iii), (iv) or (v) herein as a "Corporate Change"), no
later than (x) ten days after the approval by the shareholders of the Company of
such merger, consolidation, reorganization, sale, lease or exchange of assets or
dissolution or such election of Directors or (y) thirty days after a Corporate
Change of the type described in clause (iv), the Committee, acting in its sole
discretion without the consent or approval of any Holder, shall effect one or
more of the following alternatives, which alternatives may vary among individual
Holders and which may vary among Options held by any individual Holder: (1)
accelerate the time at which Options then outstanding may be exercised so that
such Options may be exercised in full for a limited period of time on or before
a specified date (before or after such Corporate Change) fixed by the Committee,
after which specified date all unexercised Options and all rights of Holders
thereunder shall terminate, (2) require the mandatory surrender to the Company
by selected Holders of some or all of the outstanding Options held by such
Holders (irrespective of whether such Options are then exercisable under the
provisions of the Plan) as of a date, before or after such Corporate Change,
specified by the Committee, in which event the Committee shall thereupon cancel
such Options and cause the Company to pay to each Holder an amount of cash per
share equal to the excess, if any, of the amount calculated in Subparagraph (d)
below (the "Change of Control Value") of the shares subject to such Option over
the exercise price(s) under such Options for such shares, (3) make such
adjustments to Options then outstanding as the Committee deems appropriate to
reflect such Corporate Change (provided, however, that the Committee may
determine in its sole discretion that no adjustment is necessary to Options then

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outstanding), or (4) provide that the number and class of shares of Common Stock
covered by an Option theretofore granted shall be adjusted so that such Option
shall thereafter cover the number and class of shares of stock or other
securities or property (including, without limitation, cash) to which the Holder
would have been entitled pursuant to the terms of the agreement of merger,
consolidation or sale of assets and dissolution if, immediately prior to such
merger, consolidation or sale of assets and dissolution, the Holder had been the
holder of record of the number of shares of Common Stock then covered by such
Option.

     (d) CHANGE OF CONTROL VALUE.  For the purposes of clause (2) in
Subparagraph (c) above, the "Change of Control Value" shall equal the amount
determined in clause (i), (ii) or (iii), whichever is applicable, as follows:
(i) the per share price offered to shareholders of the Company in any such
merger, consolidation, sale of assets or dissolution transaction, (ii) the price
per share offered to shareholders of the Company in any tender offer or exchange
offer whereby a Corporate Change takes place, or (iii) if such Corporate Change
occurs other than pursuant to a tender or exchange offer, the fair market value
per share of the shares into which such Options being surrendered are
exercisable, as determined by the Committee as of the date determined by the
Committee to be the date of cancellation and surrender of such Options.  In the
event that the consideration offered to shareholders of the Company in any
transaction described in this Subparagraph (d) or Subparagraph (c) above
consists of anything other than cash, the Committee shall determine the fair
cash equivalent of the portion of the consideration offered which is other than
cash.

     (e) OTHER CHANGES IN THE COMMON STOCK.  In the event of changes in the
outstanding Common Stock by reason of recapitalizations, reorganizations,
mergers, consolidations, combinations, split-ups, split-offs, spin-offs,
exchanges or other relevant changes in capitalization or distributions to the
holders of Common Stock occurring after the date of the grant of any Award and
not otherwise provided for by this Paragraph IX, such Award and any agreement
evidencing such Award shall be subject to adjustment by the Committee at its
discretion as to the number and price of shares of Common Stock or other
consideration subject to such Award.  In the event of any such change in the
outstanding Common Stock or distribution to the holders of Common Stock, the
aggregate number of shares available under the Plan and the maximum number of
shares that may be subject to Awards granted to any one individual may be
appropriately adjusted by the Committee, whose determination shall be
conclusive.

     (f) STOCKHOLDER ACTION.  Any adjustment provided for in the above
Subparagraphs shall be subject to any required stockholder action.

     (g) NO ADJUSTMENTS UNLESS OTHERWISE PROVIDED.  Except as hereinbefore
expressly provided, the issuance by the Company of shares of stock of any class
or securities convertible into shares of stock of any class, for cash, property,
labor or services, upon direct sale, upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, and in any case whether or not
for fair value, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number

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of shares of Common Stock subject to Awards theretofore granted or the purchase
price per share, if applicable.

                   X.  AMENDMENT AND TERMINATION OF THE PLAN

     The Board in its discretion may terminate the Plan at any time with respect
to any shares of Common Stock for which Awards have not theretofore been
granted.  The Board shall have the right to alter or amend the Plan or any part
thereof from time to time; provided that no change in any Award theretofore
granted may be made which would impair the rights of the Holder without the
consent of the Holder, and provided, further, that the Board may not, without
approval of the shareholders, amend the Plan to (a) increase the maximum
aggregate number of shares that may be issued under the Plan or (b) change the
class of individuals eligible to receive Awards under the Plan.

                              XI.  MISCELLANEOUS

     (a) NO RIGHT TO AN AWARD.  Neither the adoption of the Plan nor any action
of the Board or of the Committee shall be deemed to give an employee,
Consultant, or Director any right to be granted an Option, a right to a
Restricted Stock Award, or any other rights hereunder except as may be evidenced
by an Option Agreement or a Restricted Stock Agreement duly executed on behalf
of the Company, and then only to the extent and on the terms and conditions
expressly set forth therein.  The Plan shall be unfunded.  The Company shall not
be required to establish any special or separate fund or to make any other
segregation of funds or assets to assure the performance of its obligations
under any Award.

     (b) NO EMPLOYMENT/MEMBERSHIP RIGHTS CONFERRED.  Nothing contained in the
Plan shall (i) confer upon any employee or Consultant any right with respect to
continuation of employment or of a consulting or advisory relationship with the
Company or any subsidiary or (ii) interfere in any way with the right of the
Company or any subsidiary to terminate his or her employment or consulting or
advisory relationship at any time.  Nothing contained in the Plan shall confer
upon any Director any right with respect to continuation of membership on the
Board.

     (c) OTHER LAWS; WITHHOLDING.  The Company shall not be obligated to issue
any Common Stock pursuant to any Award granted under the Plan at any time when
the shares covered by such Award have not been registered under the Securities
Act of 1933, as amended, and such other state and federal laws, rules and
regulations as the Company or the Committee deems applicable and, in the opinion
of legal counsel for the Company, there is no exemption from the registration
requirements of such laws, rules and regulations available for the issuance and
sale of such shares.  No fractional shares of Common Stock shall be issued by
the Company upon exercise of an Option or accepted by the Company in payment of
the purchase price thereof; rather, a cash payment shall be provided for such
amount as is necessary to effect the issuance and acceptance of only whole
shares of Common Stock.  The Company shall have the right to deduct in
connection with all Awards any taxes required by law to be withheld and to
require any payments required to enable it to satisfy its withholding
obligations.

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<PAGE>

     (d) NO RESTRICTION ON CORPORATE ACTION.  Nothing contained in the Plan
shall be construed to prevent the Company or any subsidiary from taking any
corporate action which is deemed by the Company or such subsidiary to be
appropriate or in its best interest, whether or not such action would have an
adverse effect on the Plan or any Award made under the Plan.  No employee,
Consultant, Director, beneficiary or other person shall have any claim against
the Company or any subsidiary as a result of any such action.

     (e) RESTRICTIONS ON TRANSFER.  An Award (other than an Incentive Stock
Option, which shall be subject to the transfer restrictions set forth in
Paragraph VII(c)) shall not be transferable otherwise than (i) by will or the
laws of descent and distribution, (ii) pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder, or (iii) with
the consent of the Committee.

     (f) GOVERNING LAW.  THE PLAN SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF TEXAS.

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