CENTRAL NATURAL RESOURCES, INC.

                           2001 STOCK INCENTIVE PLAN

TABLE OF CONTENTS


                                                                     Page

1.   THE PLAN                                                          1

     1.1  Purpose                                                      1
     1.2  Administration and Authorization; Power and Procedure        1
     1.3  Participation                                                3
     1.4  Shares Available for Awards; Share Limits                    3
     1.5  Grant of Awards                                              4
     1.6  Award Period                                                 5
     1.7  Limitations on Exercise and Vesting of Awards                5
     1.8  Acceptance of Notes to Finance Exercise                      5
     1.9  No Transferability; Limited Exception to Transfer
          Restrictions                                                 6
2.   OPTIONS                                                           7
     2.1  Grants                                                       7
     2.2  Option Price                                                 7
     2.3  Limitations on Grant and Terms of Incentive Stock Options    8
     2.4  Limits on 10% Holders                                        8
     2.5  Option Repricing/Cancellation and Regrant/Waiver             9
     2.6  Effects of Termination of Employment or Service
          [Subject to Sections S 1.6, 6.2 and 6.3]                     9
     2.7  Options and Rights in Substitution for Stock Options
          Granted by Other Corporations. 	                             10
3.   STOCK APPRECIATION RIGHTS (INCLUDING LIMITED STOCK
     APPRECIATION RIGHTS)                                              10
     3.1  Grants                                                       10
     3.2  Exercise of Stock Appreciation Rights                        10
     3.3  Payment                                                      11
     3.4  Limited Stock Appreciation Rights                            11

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4.   RESTRICTED STOCK AND STOCK UNIT AWARDS                            11
     4.1  Grants                                                       12
     4.2  Restrictions                                                 13
     4.3  Return to the Corporation                                    13
5.   PERFORMANCE SHARE AWARDS AND OTHER STOCK AWARDS                   13
     5.1  Grants of Performance Share Awards                           13
     5.2  Special Performance-Based Share Awards                       14
     5.3  Grants of Stock Bonuses and Other Awards                     15
     5.4  Deferred Payments                                            15
     5.5  Alternative Payments                                         15
6.   OTHER PROVISIONS                                                  15
     6.1  Rights of Eligible Persons, Participants and Beneficiaries   15
     6.2  Adjustments; Acceleration                                    16
     6.3  Effect of Termination of Service on Awards                   20
     6.4  Compliance with Laws                                         21
     6.5  Tax Matters                                                  21
     6.6  Plan and Award Amendments, Termination and Suspension        22
     6.7  Privileges of Stock Ownership                                23
     6.8  Effective Date of the Plan                                   23
     6.9  Term of the Plan                                             23
     6.10 Governing Law/Construction/Severability                      23
     6.11 Captions                                                     24
     6.12 Effect of Change of Subsidiary Status                        24
     6.13 Stock-Based Awards in Substitution for Stock Options
          or Awards Granted by Other Corporation                       24
     6.14 Non-Exclusivity of Plan                                      25

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     6.15 No Corporate Action Restriction                              25
     6.16 Other Company Benefit and Compensation Program               25
7.   DEFINITIONS                                                       25
     7.1  Definitions                                                  25
8.   NON-EMPLOYEE DIRECTOR OPTIONS                                     33
     8.1  Participation                                                33
     8.2  Annual Option Grants                                         33
     8.3  Option Price                                                 34
     8.4  Option Period and Exercisability                             34
     8.5  Termination of Directorship                                  34
     8.6  Adjustments                                                  34
     8.7  Acceleration Upon a Change in Control Event                  35

<PAGE>

                     CENTRAL NATURAL RESOURCES, INC.
                        2001 STOCK INCENTIVE PLAN


1.   THE PLAN

     1.1  Purpose



          The purpose of this Plan is to promote the success of the
Company by providing an additional means through the grant of Awards
to attract, motivate, retain and reward key employees, including
officers, whether or not directors, of the Company with awards and
incentives for high levels of individual performance and improved
financial performance of the Company and to attract, motivate and
retain experienced and knowledgeable independent directors through
the benefits provided under Article 8. "Corporation" means Central
Natural Resources, Inc. and "Company" means the Corporation and its
Subsidiaries, collectively.  These terms and other capitalized terms
are defined in Article 7.

     1.2  Administration and Authorization; Power and Procedure.

          (a)  Committee. This Plan shall be administered by and
all Awards to Eligible Employees shall be authorized by the
Committee.  Action of the Committee with respect to the
administration of this Plan shall be taken pursuant to a majority
vote or by written consent of its members.

          (b)  Plan Awards; Interpretation; Powers of Committee.
Subject to the express provisions of this Plan, the Committee shall
have the authority:

              (i)   to determine eligibility and, from among
            those persons determined to be eligible,
            the particular Eligible Persons who will
            receive an Award;

              (ii)  to grant Awards to Eligible Persons,
            determine the price at which securities
            will be offered or awarded and the amount
            of securities to be offered or awarded to
            any of such persons, and determine the
            other specific terms and conditions of such
            Awards consistent with the express limits
            of this Plan, and establish the installments
            (if any) in which such Awards shall become
            exercisable or shall vest, or determine that
            no delayed exercisability or vesting is
            required, and establish the events of
            termination or reversion of such Awards;

<PAGE>

              (iii) to approve the forms of Award Agreements
            (which need not be identical either as to type
            of award or among Participants);

              (iv)  to construe and interpret this Plan and any
            agreements defining the rights and obligations
            of the Company and Participants under this Plan,
            further define the terms used in this Plan, and
            prescribe, amend and rescind rules and
            regulations relating to the administration of
            this Plan;

              (v)   to cancel, modify, or waive the Corporation's
            rights with respect to, or modify, discontinue,
            suspend, or terminate any or all outstanding
            Awards held by Eligible Employees, subject to
            any required consent under Section 6.6;

              (vi)  to accelerate or extend the exercisability
            or extend the term of any or all such outstanding
            Awards within the maximum ten-year term of
            Awards under Section 1.6; and

              (vii) to make all other determinations and take
            such other action as contemplated by this Plan or
            as may be necessary or advisable for the
            administration of this Plan and the
            effectuation of its purposes.

            (c)  Binding Determinations/Liability Limitation. Any
action taken by, or inaction of, the Corporation, any Subsidiary,
the Board or the Committee relating or pursuant to this Plan and
within its authority hereunder or under applicable law shall be
within the absolute discretion of that entity or body and shall be
conclusive and binding upon all persons.  Neither the Board nor any
Committee, nor any member thereof or person acting at the direction
thereof. shall be liable for any act, omission, interpretation, construction
or determination made in good faith in connection with this Plan (or any
Award made under this Plan), and all such persons shall be entitled to
indemnification and reimbursement by the Company in respect of any claim,
loss, damage or expense (including, without limitation, attorneys' fees)
arising or resulting therefrom to the fullest extent permitted by law and/or
under any directors and officers liability insurance coverage that may be in
effect from time to time.

            (d)  Reliance on Experts. In making any determination or
in taking or not taking any action under this Plan, the Committee or
the Board, as the case may be, may obtain and may rely upon the
advice of experts, including professional advisors to the Corporation.  No
director, officer or agent of the Company shall be liable for any such action
or determination taken or made or omitted in good faith.

<PAGE>                          -2-

            (e)  Delegation. The Committee may delegate ministerial,
non-discretionary functions to individuals who are officers or employees of
the Company.

     1.3  Participation

          Awards may be granted by the Committee only to those persons that
the Committee determines to be Eligible Persons. An Eligible Person
who has been granted an Award may, if otherwise eligible, be granted
additional Awards if the Committee shall so determine.


     1.4  Shares Available for Awards; Share Limits.

          (a)  Shares Available. Subject to the provisions of Section 6.2,
the capital stock that may be delivered under this Plan shall be shares of
the Corporation's authorized but unissued Common Stock and any shares of its
Common Stock held as treasury shares. The shares may be delivered for any
lawful consideration.

          (b)  Share Limits. The maximum number of shares of Common Stock
that may be delivered pursuant to Awards granted to Eligible Persons under
this Plan shall not exceed 75,000 shares (the "Share Limit").  The maximum
number of shares of Common Stock that may be delivered pursuant to options
qualified as Incentive Stock Options granted under this Plan is 45,000
shares. The maximum number of shares of Common Stock that may be delivered
under the provisions of Article 8 shall not exceed 20,000 shares. The maximum
number of shares subject to those options and stock appreciation rights that
are granted during any calendar year to any individual shall be limited to
15,000 and the maximum individual limit on the number of shares in the
aggregate subject to all Awards that during any calendar year are granted
under this Plan shall be 25,000.  Each of the foregoing numerical limits
shall be subject to adjustment as contemplated by this Section 1.4 and
Section 6.2.

          (c)  Share Reservation; Replenishment and Reissue of Unvested
Awards. No Award may be granted under this Plan unless, on the date of grant,
the sum of (i) the maximum number of shares issuable at any time pursuant to
 such Award, plus (ii) the number of shares that have previously been issued
pursuant to Awards granted under this Plan, other than reacquired shares
available for reissue consistent with any applicable legal limitations, plus
(iii) the maximum number of shares that may be issued at any time after such
date of grant pursuant to Awards that are outstanding on such date, does not
exceed the Share Limit.  Shares that are subject to or underlie Awards which
expire or for any reason are cancelled or terminated, are forfeited, fail to
vest, or for any other reason are not paid or delivered under this Plan, as
 well as reacquired shares, shall again, except to the extent prohibited by
law, be available for subsequent Awards under the Plan.  Except as limited
by law, if an Award is or may be settled only in cash, such Award need not
be counted against any of the limits under this Section 1.4.

<PAGE>                          -3-

     1.5  Grant of Awards.
          Subject to the express provisions of this Plan, the Committee
shall determine the number of shares of Common Stock subject to each Award,
the price (if any) to be paid for the shares or the Award and, in the case of
performance share awards, in addition to matters addressed in Section 1.2(b),
the specific objectives, goals and performance criteria (such as an increase
in sales, market value, earnings or book value over a base period, the years
of service before vesting, the relevant job classification or level of
responsibility or other factors) that further define the terms of the
performance share award.  Each Award shall be evidenced by an Award Agreement
signed by the Corporation and, if required by the Committee, by the
Participant.  The Award Agreement shall set forth the material terms and
conditions of the Award established by the Committee consistent with the
specific provisions of this Plan.

     1.6  Award Period.
          Each Award and all executory rights or obligations under the related
Award Agreement shall expire on such date (if any) as shall be determined by
the Committee, but in the case of Options or other rights to acquire Common
Stock not later than ten (10) years after the Award Date.

     1.7  Limitations on Exercise and Vesting of Awards.

          (a)  Provisions for Exercise.  Unless the Committee otherwise
expressly provides, no Award shall be exercisable or shall vest until at least
six months after the initial Award Date, and once exercisable an Award shall
remain exercisable until the expiration or earlier termination of the Award.

          (b)  Procedure. Any exercisable Award shall be deemed to be
exercised when the Secretary of the Corporation receives written notice of
such exercise from the Participant, together with any required payment made
in accordance with Section 2.2 or 8.4, as the case may be.

          (c)  Fractional Shares/Minimum Issue.  Fractional share interests
shall be disregarded, but may be accumulated. The Committee, however, may
determine in the case of Eligible Persons that cash, other securities, or
other property will be paid or transferred in lieu of any fractional share
interests.  No fewer than 100 shares may be purchased on exercise of any Award
at one time unless the number purchased is the total number at the time
available for purchase under the Award.

     1.8  Acceptance of Notes to Finance Exercise.

          The Corporation may, with the Committee's approval, accept one or
more notes from any Eligible Person in connection with the exercise or receipt
of any outstanding Award; provided that any such note shall be subject to the
following terms and conditions:

<PAGE>                           -3-

          (a)  The principal of the note shall not exceed the amount required
to be paid to the Corporation upon the exercise or receipt of one or more
Awards under the Plan and the note shall be delivered directly to the
Corporation in consideration of such exercise or receipt.

          (b)  The initial term of the note shall be determined by the
Committee; provided that the term of the note, including extensions, shall not
exceed a period of five years.

          (c)  The note shall provide for full recourse to the Participant and
shall bear interest at a rate determined by the Committee but not less than
the interest rate necessary to avoid the imputation of interest under the Code
and to avoid adverse accounting consequences in connection with the exercise
or receipt.

          (d)  If the employment of the Participant terminates, the unpaid
principal balance of the note shall become due and payable on the 10th
business day after such termination; provided, however, that if a sale of such
shares would cause such Participant to incur liability under Section 16(b) of
the Exchange Act, the unpaid balance shall become due and payable on the 10th
business day after the first day on which a sale of such shares could have
been made without incurring such liability assuming for these purposes that
there are no other transactions (or deemed transactions in securities of this
Corporation) by the Participant subsequent to such termination.

          (e)  If required by the Committee or by applicable law, the note
shall be secured by a pledge of any shares or rights financed thereby in
compliance with applicable law.

          (f)  The terms, repayment provisions, and collateral release
provisions of the note and the pledge securing the note shall conform with
applicable rules and regulations of the Federal Reserve Board as then in
effect.

     1.9  No Transferability; Limited Exception to Transfer Restrictions.

          (a)  Limit On Exercise and Transfer. Unless otherwise expressly
provided in (or pursuant to) this Section 1.9, by applicable law and by the
Award Agreement, as the same may be amended, (i) all Awards are
non-transferable and shall not be subject in any manner to sale, transfer,
anticipation, alienation, assignment, pledge, encumbrance or charge; Awards
shall be exercised only by the Participant; and (ii) amounts payable or shares
issuable pursuant to an Award shall be delivered only to (or for the account
of) the Participant.

          (b)  Exceptions. The Committee may permit Awards to be exercised by
and paid to certain persons or entities related to the Participant, including
but not limited to members of the Participant's immediate family, charitable
institutions, or trusts or other entities whose beneficiaries or beneficial
owners are members of the Participant's immediate family and/or charitable
institutions, or to such other related persons or entities as may be approved
by the Committee, pursuant to such conditions and procedures as the Committee
may establish.  Any permitted transfer shall be subject to the condition that
the Committee receive evidence satisfactory to it that the transfer is being
made for essentially estate and/or tax planning purposes on a gratuitous or
donative basis and without consideration (other than nominal consideration or
in exchange for an interest in a qualified transferee).  Notwithstanding the
foregoing, ISOs and Restricted Stock Awards shall be subject to any and all
additional transfer restrictions contained in the Code.

<PAGE>                          -5-

          (c)  Further Exceptions to Limits On Transfer. The exercise and
transfer restrictions in Section 1.9(a) shall not apply to:

               (i)   transfers to the Corporation,

               (ii)  the designation of a beneficiary to receive
                     benefits in the event of the Participant's death or,
                     if the Participant has died, transfers to or exercise
                     by the Participant's beneficiary, or, in the absence
                     of a validly designated beneficiary, transfers by will
                     or the laws of descent and distribution,

               (iii) transfers pursuant to a QDRO order,

               (iv)  if the Participant has suffered a disability,
                     permitted transfers or exercises on behalf of the
                     Participant by his or her legal representative, or

               (v)   the authorization by the Committee of "cashless
                     exercise" procedures with third parties who provide
                     financing for the purpose of (or who otherwise
                     facilitate) the exercise of Awards consistent with
                     applicable laws and the express authorization of the
                     Committee.

2.   OPTIONS

     2.1 Grants


         One or more Options may be granted under this Article to any Eligible
Person. Each Option granted shall be designated in the applicable Award
Agreement, by the Committee as either an Incentive Stock Option, subject to
Section 2.3, or a Non-Qualified Stock Option.

     2.2 Option Price.

         (a)  Pricing Limits. The purchase price per share of the Common Stock
covered by each Option shall be determined by the Committee at the time of the
Award, but in the case of Incentive Stock Options shall not be less than 100%
(110% in the case of a Participant described in Section 2.4) of the Fair
Market Value of the Common Stock on the date of grant and in all cases shall
not be less than the par value thereof.

<PAGE>                          -6-

         (b)  Payment Provisions. The purchase price of any shares purchased
on exercise of an Option granted under this Article shall be paid in full at
the time of each purchase in one or a combination of the following methods:
(i) in cash or by electronic funds transfer; (ii) by check payable to the
order of the Corporation;  (iii) if authorized by the Committee or specified
in the applicable Award Agreement, by a promissory note of the Participant
consistent with the requirements of Section 1.8; (iv) by notice and third
party payment in such manner as may be authorized by the Committee; or (v)
by the delivery of shares of Common Stock of the Corporation already owned
by the Participant, provided, however, that the Committee may in its absolute
discretion limit the Participant's ability to exercise an Award by delivering
such shares, and provided further that any shares delivered which were
initially acquired upon exercise of a stock option must have been owned by the
Participant at least six months as of the date of delivery.  Shares of Common
Stock used to satisfy the exercise price of an Option shall be valued at their
Fair Market Value on the date of exercise.

     2.3 Limitations on Grant and Terms of Incentive Stock Options.

         (a)  $100,000 Limit. To the extent that the aggregate "Fair Market
Value" of stock with respect to which incentive stock options first become
exercisable by a Participant in any calendar year exceeds $100,000, taking
into account both Common Stock subject to Incentive Stock Options under this
Plan and stock subject to incentive stock options under all other plans of the
Company, such options shall be treated as Nonqualified Stock Options.  For
this purpose, the "Fair Market Value" of the stock subject to options shall be
determined as of the date the options were awarded.  In reducing the number of
options treated as incentive stock options to meet the $100,000 limit, the
most recently granted options shall be reduced first. To the extent a
reduction of simultaneously granted options is necessary to meet the $100,000
limit, the Committee may, in the manner and to the extent permitted by law,
designate which shares of Common Stock are to be treated as shares acquired
pursuant to the exercise of an Incentive Stock Option.

         (b)  Option Period. Each Option and all rights thereunder shall
expire no later than 10 years after the Award Date.

         (c)  Other Code Limits. Incentive Stock Options may only be granted
to Eligible Employees of the Corporation or a Subsidiary that satisfies the
other eligibility requirements of the Code.  There shall be imposed in any
Award Agreement relating to Incentive Stock Options such other terms and
conditions as from time to time are required in order that the Option be an
"incentive stock option" as that term is defined in Section 422 of the Code.

     2.4  Limits on 10% Holders.

          No Incentive Stock Option may be granted to any person who, at the
time the Option is granted, owns (or is deemed to own under Section 424(d) of
the Code) shares of outstanding Common Stock possessing more than 10% of the
total combined voting power of all classes of stock of the Corporation, unless
the exercise price of such Option is at least 110% of the Fair Market Value of
the stock subject to the Option and such Option by its terms is not
exercisable after the expiration of five years from the date such Option is
granted.

<PAGE>                          -7-

     2.5  Options Repricing/Cancellation and Regrant/Waiver of Restrictions.

          Subject to Section 1.4 and Section 6.6 and the specific limitations
on Awards contained in this Plan, the Committee from time to time may
authorize, generally or in specific cases only, for the benefit of any
Eligible Person any adjustment in the exercise or purchase price, the vesting
schedule, the number of shares subject to, the restrictions upon or the term
of, an Award granted under this Article by cancellation of an outstanding
Award and a subsequent regranting of an Award, by amendment, by substitution
of an outstanding Award, by waiver or by other legally valid means. Such
amendment or other action may result among other changes in an exercise or
purchase price which is higher or lower than the exercise or purchase price of
the original or prior Award, provide for a greater or lesser number of shares
subject to the Award, or provide for a longer or shorter vesting or exercise
period.

     2.6  Effects of Termination of Employment or Service:

          (a)  Options - Resignation or Dismissal. If the Participant's
employment by (or other service specified in the Award Agreement to) the
Company terminates for any reason (the date of such termination being referred
to as the "Severance Date") other than Retirement, Total Disability or death,
the Participant shall have, unless otherwise provided in the Award Agreement,
three months after the Severance Date to exercise any Option to the extent it
shall have become exercisable on the Severance Date.  In the case of a
termination for Cause, the Option shall terminate on the Severance Date. In
other cases, the option, to the extent not exercisable on the Severance Date,
shall terminate.

          (b)  Options - Death or Disability.  If the Participant's employment
by (or specified service to) the Company terminates as a result of Total
Disability or death, the Participant, Participant's Personal Representative or
his or her Beneficiary, as the case may be, shall have, unless otherwise
provided in the Award Agreement, until 12 months after the Severance Date to
exercise any Option to the extent it shall have become exercisable by the
Severance Date.  Any Option to the extent not exercisable on the Severance
Date shall terminate.

          (c)  Options - Retirement.  If the Participant's employment by
(or specified service to) the Company terminates as a result of Retirement,
the Participant, Participant's Personal Representative or his or her
Beneficiary, as the case may be, shall have, unless otherwise provided in
the Award Agreement, until 12 months after the Severance Date to exercise
any Nonqualified Stock Option (three months after the Severance Date in the
case of an Incentive Stock Option) to the extent it shall have become
exercisable by the Severance Date.  The Option, to the extent not exercisable
on the Severance Date, shall terminate.

<PAGE>                          -8-

          (d)  Certain SARs.  Any SAR granted concurrently or in tandem with
an Option shall have the same post-termination provisions and exercisability
periods as the Option to which it relates, unless the Committee otherwise
provides.

          (e)  Committee Discretion. Notwithstanding the foregoing provisions
of this Section 2.6, in the event of, or in anticipation of, a termination of
employment or service with the Company for any reason, other than discharge
for Cause, the Committee may, in its discretion, increase the portion of the
Participant's Award available to the Participant, or Participant's Beneficiary
or Personal Representative, as the case may be, or, subject to the provisions
of Section 1.6, extend the exercisability period, upon such terms as the
Committee shall determine and expressly set forth in or by amendment to the
Award Agreement.

     2.7  Options and Rights in Substitution for Stock Options Granted by
Other Corporations.  Options and Stock Appreciation Rights may be granted to
Eligible Persons under this Plan in substitution for employee stock options
granted by other entities to persons who are or who will become Eligible
Persons in respect of the Company, in connection with a distribution, merger
or reorganization by or with the granting entity or an affiliated entity, or
the acquisition by the Company, directly or indirectly, of all or a
substantial part of the stock or assets of the other entity.

3.	STOCK APPRECIATION RIGHTS (INCLUDING LIMITED STOCK APPRECIATION
      RIGHTS).

     3.1  Grants

          In its discretion, the Committee may grant to any Eligible
Person Stock Appreciation Rights either concurrently with the grant of
another Award or in respect of an outstanding Award, in whole or in part,
or independently of any other Award.  Any Stock Appreciation Right granted
in connection with an Incentive Stock Option shall contain such terms as
may be required to comply with the provisions of Section 422 of the Code
and the regulations promulgated thereunder, unless the holder otherwise
agrees.

     3.2  Exercise of Stock Appreciation Rights.

          (a)  Exercisability. Unless the Award Agreement or the Committee
otherwise provides, a Stock Appreciation Right related to another Award
shall be exercisable at such time or times, and to the extent, that the
related Award shall be exercisable.

          (b)  Effect on Available Shares.  To the extent that a Stock
Appreciation Right is exercised, only the actual number of delivered shares
of Common Stock shall be charged against the maximum amount of Common Stock
that may be delivered pursuant to Awards under this Plan.  The number of
shares subject to the Stock Appreciation Right and the related Option of
the Participant shall, however, be reduced by the number of underlying
shares as to which the exercise related, unless the Award Agreement
otherwise provides.

<PAGE>                          -9-

          (c)  Stand-Alone SARs.  A Stock Appreciation Right granted
independently of any other Award shall be exercisable pursuant to the terms
of the Award Agreement but in no event earlier than six months after the
Award Date, except in the case of death or Total Disability.

     3.3  Payment.

          (a)  Amount.  Unless the Committee otherwise provides, upon
exercise of a Stock Appreciation Right and the attendant surrender of an
exercisable portion of any related Award, the Participant shall be entitled
to receive payment of an amount determined by multiplying:

               (i)  the difference obtained by subtracting the
          exercise price per share of Common Stock under
          the related Award (if applicable) or the initial
          share value specified in the Award from the Fair Market
          Value of a share of Common Stock on the date of exercise
          of the Stock Appreciation Right, by

               (ii) the number of shares with respect to which the
          Stock Appreciation Right shall have been exercised.

          (b)  Form of Payment.  The Committee, in its sole discretion,
shall determine the form in which payment shall be made of the amount
determined under paragraph (a) above, either solely in cash, solely in
shares of Common Stock (valued at Fair Market Value on the date of exercise
of the Stock Appreciation Right), or partly in such shares and partly in
cash, provided that the Committee shall have determined that such exercise
and payment are consistent with applicable law.  If the Committee permits
the Participant to elect to receive cash or shares (or a combination
thereof) on such exercise, any such election shall be subject to such
conditions as the Committee may impose.

     3.4  Limited Stock Appreciation Rights.

          The Committee may grant to any Eligible Person Stock Appreciation
Rights exercisable only upon or in respect of a change in control or any
other specified event ("Limited SARs") and such Limited SARs may relate to
or operate in tandem or combination with or substitution for Options, other
SARs or other Awards (or any combination thereof), and may be payable in
cash or shares based on the spread between the base price of the SAR and a
price based upon the Fair Market Value of the Shares during a specified
period or at a specified time within a specified period before, after or
including the date of such event.

4.     RESTRICTED STOCK AND STOCK UNIT AWARDS.


Subject to any applicable limitations under Delaware law and to such rules
and procedures as the Committee may establish from time to time:

<PAGE>                          -10-

     4.1  Grants

          (a)  Restricted Stock.  The Committee may, in its discretion,
grant one or more Restricted Stock Awards to any Eligible Person.  Each
Restricted Stock Award Agreement shall specify the number of shares of
Common Stock to be issued to the Participant, the date of such issuance,
the consideration for such shares (but not less than the minimum lawful
consideration under applicable state law) by the Participant, the extent
(if any) to which and the time (if ever) at which the Participant shall be
entitled to dividends, voting and other rights in respect of the shares
prior to vesting, and the restrictions (which may be based on performance
criteria, passage of time or other factors or any combination thereof)
imposed on such shares and the conditions of release or lapse of such
restrictions.  Such restrictions shall not lapse earlier than six months
after the Award Date, except to the extent the Committee may otherwise
provide, such as in the case of Awards principally for services already
rendered.  Stock certificates or book entries evidencing shares of
Restricted Stock pending the lapse of the restrictions ("Restricted Shares")
shall bear a legend or notation making appropriate reference to the
restrictions imposed hereunder and (if in certificate form) shall be held
by the Corporation or by a third party designated by the Committee until
the restrictions on such shares shall have lapsed and the shares shall have
vested in accordance with the provisions of the Award and Section 1.7.
Upon issuance of the Restricted Stock Award, the Participant may be
required to provide such further assurance and documents as the Committee
may require to enforce the restrictions.

          (b)  Stock Units.  The Committee may, in its discretion,
authorize and grant to any Eligible Person a Stock Unit Award or the
crediting of Stock Units for services rendered or to be rendered or in
lieu of other compensation, consistent with other applicable terms of this
Plan, may permit an Eligible Person to irrevocably elect to defer by means
of Stock Units or receive in Stock Units all or a portion of any Award
hereunder, or may grant Stock Units in lieu of, in exchange for, in respect
of, or in addition to any other Compensation or Award under this Plan.
The specific terms, conditions, and provisions relating to each Stock Unit
grant or election, including the applicable vesting and payout provisions
of the Stock Units and the form of payment to be made at or following the
vesting thereof, shall be set forth in or pursuant to the applicable
agreement or Award and any relevant Company deferred compensation plan, in
form substantially as approved by the Committee.

          (c)  Payouts.  The Committee in the applicable Award Agreement or
the relevant Company deferred compensation plan may permit the Participant
to elect the form and time of payout of vested Stock Units on such
conditions or subject to such procedures as the Committee may impose, and
may permit Restricted Stock or Stock Unit offsets or other provision for
payment of any applicable taxes that may be due on the crediting, vesting
or payment in respect of the Stock Units.

     4.2  Restrictions.  Pre-Vesting Restraints.  Except as provided in
Section 4.1 and 1.9, Restricted Shares comprising any Restricted Stock
Award and rights in respect of Stock Unit Awards may not be sold, assigned,
transferred, pledged or otherwise disposed of or encumbered, either
voluntarily or involuntarily, until the restrictions on Restricted Shares
have lapsed and the shares issuable pursuant to the Stock Unit Award have
been issued.

<PAGE>                          -11-

          (b)  Dividend	and Voting Rights.  Unless otherwise provided in
the applicable Award Agreement, a Participant receiving a Restricted Stock
Award shall be entitled to cash dividend and voting rights for all shares
issued even though they are not vested, provided that such rights shall
terminate immediately as to any Restricted Shares which cease to be
eligible for vesting.  Restricted Stock Awards and Stock Unit Awards may
include Dividend Equivalent Rights to the extent authorized by the
Committee.

          (c)  Cash Payments.  If the Participant shall have paid or
received cash (including any payments in respect of dividends) in
connection with the Restricted Stock Award or Stock Unit Award, the Award
Agreement shall specify the extent (if any) to which such amounts shall be
returned (with or without an earnings factor) as to any Restricted Shares or
Stock Unit Awards which cease to be eligible for vesting.

     4.3  Return to the Corporation.

          Unless the Committee otherwise expressly provides, Restricted
Shares or Stock Units that remain subject to conditions to vesting upon
restrictions at the time of termination of employment or service or are
subject to other conditions to vesting that have not been satisfied by the
time specified in the applicable Award Agreement shall not vest and shall
be returned to the Corporation or canceled, as the case may be, unless the
Committee otherwise provides in the applicable terms of the Award.


5.   PERFORMANCE SHARE AWARDS AND OTHER STOCK AWARDS.

     5.1  Grants of Performance Share Awards.

          Subject to Section 6.4, the Committee may, in its discretion, grant
Performance Share Awards to Eligible Persons based upon such factors as the
Committee shall deem relevant in light of the specific type and terms of the
award.  An Award Agreement shall specify the maximum number of shares of
Common Stock (if any) subject to the Performance Share Award, the
consideration (but not less than the minimum lawful consideration) to be paid
for any such shares as may be issuable to the Participant, the duration of the
Award and the conditions upon which delivery of any shares, cash or other
property to the Participant shall be based.  The amount of cash or shares or
other property that may be deliverable pursuant to such Award shall be based
upon the degree of attainment over a specified period of not more than 10
years (a "performance cycle") as may be established by the Committee of such
measure(s) of the performance of the Company (or any part thereof) or the
Participant as may be established by the Committee.  The Committee may
provide for full or partial credit, prior to completion of such performance
cycle or the attainment of the performance achievement specified in the Award,
in the event of the Participant's death, Retirement, or Total Disability, a
Change in Control Event or in such other circumstances as the Committee
consistent with Section 6.10(c)(2), if applicable, may determine.

<PAGE>                          -12-

     5.2  Special Performance-Based Share Awards.

          Without limiting the generality of the foregoing, and in addition
to options granted under other provisions of this Article 5, other
performance-based awards within the meaning of Section 162(m) of the Code
("Performance-Based Awards"), whether in the form of restricted stock,
performance stock, phantom stock or other rights, the vesting of which
depends on the performance of the Company on a consolidated, segment,
subsidiary, division, or station basis with reference to revenue growth, net
earnings (before or after taxes or before or after taxes, interest,
depreciation, and/or amortization), cash flow, return on equity or on assets
or on net investment, or cost containment or reduction, or any combination
thereof (the business criteria) relative to preestablished performance goals,
may be granted under this Plan.  The applicable business criteria and the
specific performance goals must be approved by the Committee in advance
of applicable deadlines under the Code and while the performance relating to
such goals remains substantially uncertain.  The applicable performance
measurement period may be not less than one nor more than 10 years.
Performance targets may be adjusted to mitigate the unbudgeted impact of
material, unusual or nonrecurring gains and losses, accounting changes or
other extraordinary events not foreseen at the time the targets were set.
Other types of performance and non-performance awards may also be granted
under the other provisions of this Plan.

          (a)  Eligible Class.  The eligible class of persons for Awards under
this Section shall be key employees (including officers) of the Company.
For each executive officer level, a percent will be established ranging
from 10 to 60% of base salary, which will be used in the calculation of the
Performance-Based Award payout under this Section 5.2.

          (b)  Maximum Award.  In no event shall grants in any calendar year
to a Participant under this Section 5.2 relate to more than 15,000.00 shares
or a cash amount of more than $600,000.00.

          (c)  Committee Certification. Before any Performance-Based Award
under this Section 5.2 is paid, the Committee must certify that the material
terms of the Performance-Based Award were satisfied.

          (d)  Terms and Conditions of Awards. The Committee will have
discretion to determine the restrictions or other limitations of the
individual Awards under this Section 5.2 (including the authority to reduce
Awards, payouts or vesting or to pay no Awards, in its sole discretion, if
the Committee preserves such authority at the time of grant by language to
this effect in its authorizing resolutions or otherwise).

          (e)  Stock Payout Features. In lieu of cash payment of an Award,
the Committee may require or allow a portion of the Award to be paid in the
form of stock,  Restricted Shares or an Option.

     5.3  Grants of Stock Bonuses and Other Awards.

          Subject to Section 6.4, the Committee may grant a Stock Bonus to
any Eligible Person to reward exceptional or special services, contributions
or achievements, or issue Common Stock for past services in the ordinary
course, the value of which shall be determined by the Committee, in the
manner and on such terms and conditions (including any restrictions on such
shares) as determined from time to time by the Committee.  The number of
shares so awarded shall be determined by the Committee.  The Award may be
granted independently or in lieu of a cash bonus.

<PAGE>                          -13-

     5.4  Deferred Payments.

          The Committee may authorize for the benefit of any Eligible Person
the deferral of any payment of cash or shares or other property that may
become due or of cash otherwise payable under this Plan, and provide for
accredited benefits thereon based upon such deferment, at the election or at
the request of such Participant, subject to the other terms of this Plan.
Such deferral shall be subject to such further conditions, restrictions or
requirements as the Committee may impose, subject to any then vested rights
of Participants.

     5.5  Alternative Payments.

          The Committee may require or allow all or a portion of the Award to
be paid or credited in the form of shares of Common Stock, Restricted Shares,
Stock Units, an Option or other Award.

6.   OTHER PROVISIONS

     6.1  Rights of Eligible Persons, Participants and Beneficiaries.

     (a)  Employment Status. Status as an Eligible Person shall not be
construed as a commitment that any Award will be made under this Plan to an
Eligible Person or to Eligible Persons generally.

     (b)  No Employment/Service Contract.  Nothing contained in this Plan
(or in any other documents under this Plan or in any Award) shall confer upon
any Eligible Employee or other Participant any right to continue in the
employ or other service of the Company, constitute any contract or agreement
of employment or other service or affect an employee's status as an employee
at will, nor shall interfere in any way with the right of the Company to
change a person's compensation or other benefits, or to terminate his or her
employment or other service, with or without cause.  Nothing in this Section,
however, is intended to adversely affect any express independent right of
such person under a separate employment or service contract other than an
Award Agreement.

<PAGE>                          -14-

     (c)  Plan Not Funded. Awards payable under this Plan shall be payable in
shares or from the general assets of the Corporation, and (except as provided
in Section 1.4(c)) no special or separate reserve, fund or deposit shall be
made to assure payment of such Awards.  No Participant, Beneficiary or other
person shall have any right, title or interest in any fund or in any specific
asset (including shares of Common Stock, except as expressly otherwise
provided) of the Company by reason of any Award hereunder.  Neither the
provisions of this Plan (or of any related documents), nor the creation or
adoption of this Plan, nor any action taken pursuant to the provisions of this
Plan shall create, or be construed to create, a trust of any kind or a
fiduciary relationship between the Company and any Participant, Beneficiary
or other person. To the extent that a Participant, Beneficiary or other person
acquires a right to receive payment pursuant to any Award hereunder, such
right shall be no greater than the right of any unsecured general creditor of
the Company.

     6.2  Adjustments; Acceleration.

          (a)  Adjustments.  Upon or in contemplation of any reclassification,
recapitalization, stock split (including a stock split in the form of a stock
dividend) or reverse stock split; any merger, combination, consolidation, or
other reorganization; any spin-off, split-up, or similar extraordinary
dividend distribution ("spin-off") in respect of the Common Stock (whether in
the form of securities or property); any exchange of Common Stock or other
securities of the Corporation, or any similar, unusual or extraordinary
corporate transaction in respect of the Common Stock; or a sale of all or
substantially all the assets of the Corporation as an entirety ("asset sale");
then the Committee shall, in such manner, to such extent (if any) and at such
time as it deems appropriate and equitable in the circumstances:

               (1)  proportionately adjust any or all of (a) the number and
                    type of shares of Common Stock (or other securities) that
                    thereafter may be made the subject of Awards (including
                    the specific maxima and numbers of shares set forth
                    elsewhere in this Plan), (b) the number, amount and type
                    of shares of Common Stock (or other securities or property)
                    subject to any or all outstanding Awards, (c) the grant,
                    purchase, or exercise price of any or all outstanding
                    Awards, (d) the securities, cash or other property
                    deliverable upon exercise of any outstanding Awards, or
                    (e) (subject to limitations under Section 6.10(c)) the
                    performance standards appropriate to any outstanding
                    Awards, or

               (2)  make provision for a cash payment or for the assumption,
                    substitution or exchange of any or all outstanding
                    share-based Awards or the cash, securities or property
                    deliverable to the holder of any or all outstanding
                    share-based Awards, based upon the distribution or
                    consideration payable to holders of the Common Stock upon
                    or in respect of such event.

The Committee may adopt such valuation methodologies for outstanding Awards as
it deems reasonable in the event of a cash or property settlement and, in the
case of Options, SARs or similar rights, but without limitation on other
methodologies, may base such settlement solely upon the excess if any of the
amount payable upon or in respect of such event over the exercise or strike
price of the Award.

<PAGE>                          -15-

In each case, with respect to Awards of Incentive Stock Options, no adjustment
 shall be made in a manner that would cause the Plan to violate Section 422 or
424(a) of the Code or any successor provisions without the written consent of
holders materially adversely affected thereby.

In any of such events, the Committee may take such action prior to such event
to the extent that the Committee deems the action necessary to permit the
Participant to realize the benefits intended to be conveyed with respect to
the underlying shares in the same manner as is or will be available to
stockholders generally.

          (b)  Possible Early Termination of Accelerated Awards. If any
Option or other right to acquire Common Stock under this Plan has been fully
accelerated as required or permitted by Section 6.2(c) but is not exercised
prior to (1) a dissolution of the Company, or (2) an event described in
Section 6.2(a) that the Company does not survive, or (3) the consummation of
an event described in Section 6.2(a) involving a Change of Control Event
approved by the Board, such Option or right shall terminate, subject to any
provision that has been expressly made by the Board or the Committee, through
a plan of reorganization or otherwise, for the survival, substitution,
assumption, exchange or other settlement of such Option or right.

          (c)  Acceleration of Awards Upon Change in Control. Subject to
Sections 8.6 and 8.7, unless prior to a Change in Control Event the Committee
determines that, upon its occurrence, benefits under any or all Awards shall
not be accelerated or determines that only certain or limited benefits under
any or all Awards shall be accelerated and the extent to which they shall be
accelerated, and/or establishes a different time in respect of such Event for
such acceleration, then upon the occurrence of a Change in Control Event:

               (1)  each Option and Stock Appreciation Right shall become
          immediately exercisable,

               (2)  Restricted Stock shall immediately vest free of
          restrictions, and

               (3)  each Performance Share Award shall become payable to the
          Participant.

Any discretion with respect to these events shall be limited to the extent
required by applicable accounting requirements in the case of a transaction
intended to be accounted for as a pooling of interests transaction.

     The Committee may override the limitations on acceleration in this
Section 6.2(c) by express provision in the Award Agreement and may accord any
Eligible Person a right to refuse any acceleration, whether pursuant to the
Award Agreement or otherwise, in such circumstances as the Committee may
approve.  Any acceleration of Awards shall comply with applicable legal
requirements and, if necessary to accomplish the purposes of the acceleration
or if the circumstances require, may be deemed by the Committee to occur
(subject to Section 6.2(d)), a limited period of time not greater than 30
 days before the event.  Without limiting the generality of the foregoing,
the Committee may deem an acceleration to occur immediately prior to the
applicable event and/or reinstate the original terms of an Award if an event
giving rise to an acceleration does not occur.

<PAGE>                          -16-

          (d)  Possible Rescission of Acceleration. If the vesting of an Award
has been accelerated expressly in anticipation of an event or upon stockholder
approval of an event and the Committee or the Board later determines that the
event will not occur, the Committee may rescind the effect of the
acceleration as to any then outstanding and unexercised or otherwise unvested
Awards.

          (e)  Acceleration Upon Termination of Service in Anticipation of or
Following a Change in Control.

               (1)  Early Termination.  Unless the Committee otherwise
          provides prior to a Change in Control Event, if any Participant's
          employment is terminated by the Company for any reason other than
          death, Total Disability, Retirement, or for Cause after the
          announcement of but within 90 days before consummation of a Change
          in Control Event, then upon or immediately prior to the consummation
          of the Event and subject to its consummation, any Awards held by the
          Participant prior to the Change in Control Event that were
          terminated shall be deemed reinstated to the extent
          previously vested and Awards previously unvested shall be deemed
          vested to the extent that the vesting of other Awards of the same
          type are accelerated in connection with the Change in Control Event,
          irrespective of the vesting and early termination provisions of the
          Participant's Award Agreement. Any such reinstated Awards shall
          remain subject to the other adjustment, termination and settlement
          provisions of this Section 6.2 in connection with
          the subject Change in Control Event or any applicable, subsequent
          Change in Control Event.

               (2)  Termination After Change in Control. If any Participant's
          employment is terminated by the Company upon or within one year
          after a Change in Control Event and the termination is not the
          result of death, Total Disability, Retirement or a termination for
          Cause, then, subject to the other provisions of this Section 6.2
          (including without limitation Section 6.2(b) and Section 6.4), all
          outstanding Options and other Awards held by the Participant shall
          be deemed fully vested immediately prior to the Severance Date,
          irrespective of the vesting provisions of the Participant's Award
          Agreement, unless the Award Agreement specifies a different result
          in the case of a Change in Control Event.

               (3)  No Extension Beyond Expiration. Notwithstanding the
          foregoing, in no event shall an Award be reinstated or extended
          beyond its final expiration date.

<PAGE>                          -17-

          (f)  Golden Parachute Limitation. In no event shall an Award be
accelerated under this Plan to an extent or in a manner which would not be
fully deductible by the Company for federal income tax purposes because of
Section 280G of the Code, nor shall any payment hereunder be accelerated if
any portion of such accelerated payment would not be deductible by the
Company because of Section 280G of the Code.  If a holder would be entitled
to benefits or payments hereunder and under any other plan or program that
would constitute "parachute payments" as defined in Section 280G of the Code,
then the holder may by written notice to the Company designate the order in
which such parachute payments will be reduced or modified so that the Company
is not denied federal income tax deductions for any "parachute payments"
because of Section 280G of the Code.  Notwithstanding the foregoing, an
employment or other agreement with the Participant may expressly provide for
benefits in excess of amounts determined by applying the foregoing Section
280G limitations.

     6.3  Effect of Termination of Service on Awards.


          (a)  General.  The Committee shall establish the effect of a
termination of employment or service on the rights and benefits under each
Award under this Plan and in so doing may make distinctions based upon, inter
alia, the cause of termination and type of Award.  Unless otherwise
specified, the date of termination shall be (1) the date of termination
(for any reason whatsoever) of the Participant's employment by the Company,
in the case of an Award granted to an employee; (2) the date of termination
of directorship in the case of an Award granted to or held by a director (or
former employee continuing in service as a director); or (3) the date of
termination of services to the Company, as determined by the Committee, in the
case of an Other Eligible Person.  Notwithstanding the foregoing, the
Committee may authorize by express provision in or amendment to an Award an
extension of the date of termination if a person's status after grant changes
from one eligible category to another, or in other circumstances that the
Committee deems appropriate.

          (b)  Termination of Consulting or Affiliate Services. If the
Participant is not an Eligible Employee or director and provides services as
an Other Eligible Person, the Committee shall be the sole judge of whether
the Participant continues to render services to the Company, unless a
contract or the Award otherwise provides.  If in these circumstances the
Company notifies the Participant in writing that a termination of services of
the Participant for purposes of this Plan has occurred, then (unless the
contract or Award otherwise expressly provides), the Participant's termination
of services for purposes of Section 2.6, 3, 4.3 or 5 shall be the date which
is 10 days after the Company's mailing of the notice or, in the case of a
termination for Cause, the date of the mailing of the notice.

          (c)  Effect on Unvested Awards. Unless otherwise provided in the
applicable Award Agreement and subject to the other provisions of this Plan,
a Restricted Stock Award, Stock Appreciation Right, Performance Share Award,
or Stock Unit Award, to the extent such Award has not vested as of the
applicable Severance Date shall terminate on the Severance Date without
further payment or benefit of any kind; and any Option theretofore
outstanding and not vested shall terminate. Vested Options are subject to the
provisions of Section 2.6.

<PAGE>                          -18-

          (d)  Events Not Deemed Terminations of Service. Unless Company
policy or the Committee otherwise provides, the employment relationship shall
not be considered terminated in the case of (i) sick leave, (ii) military
leave, or (iii) any other leave of absence authorized by the Company or the
Committee; provided that unless reemployment upon the expiration of such leave
is guaranteed by contract or law, such leave is for a period of not more than
90 days. In the case of any Eligible Employee on an approved leave of
absence, continued vesting of the Award while on leave from the employ of the
Company may be suspended until the employee returns to service, unless the
Committee otherwise provides or applicable law otherwise requires.  In no
event shall an Award be exercised after the expiration of the term set forth
in the Award Agreement.

          (e)  Effect of Change of Subsidiary Status. For purposes of this
Plan and any Award, if an entity ceases to be a Subsidiary a termination of
employment or service shall be deemed to have occurred with respect to each
Eligible Person in respect of the Subsidiary who does not continue as an
Eligible Person in respect of another entity within the Company.

     6.4  Compliance with Laws.

     This Plan, the granting and vesting of Awards under this Plan, the
offer, issuance and delivery of shares of Common Stock, the acceptance of
promissory notes and/or the payment of money under this Plan or under Awards
are subject to compliance with all applicable federal and state laws, rules
and regulations (including but not limited to state and federal securities
law, federal margin requirements) and to such approvals by any listing,
regulatory or governmental authority as may, in the opinion of counsel for
the Company, be necessary or advisable in connection therewith.  In addition,
any securities delivered under this Plan may be subject to any special
restrictions that the Committee may require to preserve a pooling of
interests under generally accepted accounting principles.  The person
acquiring any securities under this Plan will, if requested by the Company,
provide such assurances and representations to the Company as the Committee
may deem necessary or desirable to assure compliance with all applicable
legal and accounting requirements.


     6.5  Tax Matters.


     (a)  Provision for Tax Withholding or Offset. Upon any exercise, vesting,
or payment of any Award or upon the disposition of shares of Common Stock
acquired pursuant to the exercise of an Incentive Stock Option prior to
satisfaction of the holding period requirements of Section 422 of the Code,
the Company shall have the right at its option to (i) require the Participant
(or Personal Representative or Beneficiary, as the case may be) to pay or
provide for payment of at least the minimum amount of any taxes which the
Company may be required to withhold with respect to such Award event or
payment or (ii) deduct from any amount payable in cash the minimum amount of
any taxes which the Company may be required to withhold with respect to such
cash payment.  In any case where a tax is required to be withheld in
connection with the delivery of shares of Common Stock under this Plan, the
Committee may in its sole discretion (subject to Section 6.4) grant (either
at the time of the Award or thereafter) to the Participant the right to
elect, pursuant to such rules and subject to such conditions as the Committee
may establish, to have the Corporation reduce the number of shares to be
delivered by (or otherwise reacquire) the appropriate number of shares,
valued in a consistent manner at their Fair Market Value or at the sales
price in accordance with authorized procedures for cashless exercises,
necessary to satisfy  the minimum applicable withholding obligation on
exercise, vesting or payment.  Shares in no event shall be withheld in excess
of the minimum number required for tax withholding under applicable law.

<PAGE>                          -19-

     (b)  Tax Loans.  If so provided in the Award Agreement, the Company may,
to the extent permitted by law, authorize a short-term loan of not more than
nine (9) months to an Eligible Person in the amount of any taxes that the
Company may be required to withhold with respect to shares of Common Stock
received (or disposed of, as the case may be) pursuant to a transaction
described in Section 6.5(a).  Such a loan shall be for a term, at a rate of
interest and pursuant to such other terms and conditions as the Committee,
under applicable law, may establish and such loan need not comply with the
other provisions of Section 1.8.

     6.6  Plan and Award Amendments, Termination and Suspension.

          (a)  Board Authorization. The Board may, at any time, terminate or,
from time to time, amend, modify or suspend this Plan, in whole or in part.
No Awards may be granted during any suspension of this Plan or after
termination of this Plan, but the Committee shall retain jurisdiction as to
Awards then outstanding in accordance with the terms of this Plan.

          (b)  Stockholder Approval. To the extent then required under
Sections 162, 422 or 424 of the Code or any other applicable law, or deemed
necessary or advisable by the Board, any amendment to this Plan shall be
subject to stockholder approval.

          (c)  Amendments to Awards. Without limiting any other express
authority of the Committee under (but subject to) the express limits of this
Plan, the Committee by agreement or resolution may waive conditions of or
limitations on Awards to Participants that the Committee in the prior
exercise of its discretion has imposed, without the consent of a
Participant, and (subject to the requirements of Sections 1.2(b) and 6.6(d))
may make other changes to the terms and conditions of Awards.

          (d)  Limitations on Amendments to Plan and Awards. No amendment,
suspension or termination of this Plan or change of or affecting any
outstanding Award shall, without written consent of the Participant, affect
in any manner materially adverse to the Participant any rights or benefits of
the Participant or obligations of the Company under any Award granted under
this Plan prior to the effective date of such change.  Changes contemplated
by Section 6.2 shall not be deemed to constitute changes or amendments for
purposes of this Section 6.6.

<PAGE>                          -20-

          (e)  ISO Acceleration. The portion of any Incentive Stock Option
accelerated in connection with a Change in Control Event or any other action
permitted hereunder shall remain exercisable as an Incentive Stock Option
only to the extent the applicable $100,000 limitation is not exceeded.  To
the extent exceeded, the accelerated portion of the Option shall be
exercisable as a Nonqualified Stock Option under the Code.

     6.7  Privileges of Stock Ownership.

          Except as otherwise expressly authorized by the Committee or this
Plan, a Participant shall not be entitled to any privilege of stock ownership
as to any shares of Common Stock not actually delivered to and held of record
by the Participant.  No adjustment will be made for dividends or other rights
as a stockholder for which a record date is prior to such date of delivery.

     6.8  Effective Date of the Plan.

          This Plan is effective as of February 7, 2001, the date of approval
by the Board.  The Plan shall be submitted for and subject to stockholder
approval.

     6.9  Term of the Plan.

          No Award will be granted under this Plan after February 6, 2011
(the "termination date").  Unless otherwise expressly provided in this Plan
or in an applicable Award Agreement, any Award granted prior to the
termination date may extend beyond such date, and all authority of the
Committee with respect to Awards hereunder, including the authority to amend
an Award, shall continue during any suspension of this Plan and in respect
of Awards outstanding on the termination date.

     6.10 Governing Law/Construction/Severability.

          (a)  Choice of Law.  This Plan, the Awards, all documents evidencing
 Awards and all other related documents shall be governed by, and construed
in accordance with the laws of the State of Delaware.


          (b)  Severability.  If a court of competent jurisdiction holds any
provision invalid and unenforceable, the remaining provisions of this Plan
shall continue in effect.

          (c)  Plan Construction.

               (1)  Rule 16b-3. It is the intent of the Corporation that the
          Awards and transactions permitted by Awards be interpreted in a
          manner that, in the case of Participants who are or may be subject
          to Section 16 of the Exchange Act, satisfies the applicable
          requirements for exemptions under Rule 16b-3.  The exemption will
          not be available if the authorization of actions by any Committee
          of the Board with respect to such Awards does not satisfy the
          applicable conditions of Rule 16b-3.  Notwithstanding the
          foregoing, the Corporation shall have no liability to any
          Participant for Section 16 consequences of Awards or events under
          Awards.

<PAGE>                          -21-

               (2)  Section 162(m).  It is the further intent of the Company
          that (to the extent the Company or Awards under this Plan may be or
          become subject to limitations on deductibility under Section 162(m)
          of the Code), Options or SARs granted with an exercise or base
          price not less than Fair Market Value on the date of grant and
          performance-based awards under Section 5.2 of this Plan that are
          granted to or held by a person subject to Section 162(m) of the
          Code will qualify as performance-based compensation or otherwise be
          exempt from deductibility limitations under Section 162(m) of the
          Code, to the extent that the authorization of the Award (or the
          payment thereof, as the case may be) satisfies any applicable
          administrative requirements thereof.

     6.11 Captions.

          Captions and headings are given to the sections and subsections of
this Plan solely as a convenience to facilitate reference.  Such headings
shall not be deemed in any way material or relevant to the construction or
interpretation of this Plan or any provision thereof.

     6.12 Effect of Change of Subsidiary Status.

          For purposes of this Plan and any Award hereunder, if an entity
ceases to be a Subsidiary, a termination of employment and service shall be
deemed to have occurred with respect to each Eligible Person in respect of
such Subsidiary who does not continue as an Eligible Person in respect of
another entity within the Company.

     6.13 Stock-Based Awards in Substitution for Stock Options or Awards
          Granted by Other Corporation.

          Awards may be granted to Eligible Persons under this Plan in
substitution for employee stock options, SARs, restricted stock or other
stock-based awards granted by other entities to persons who are or who will
become Eligible Persons in respect of the Company, in connection with a
distribution, merger or other reorganization by or with the granting entity
or an affiliated entity, or the acquisition by the Company, directly or
indirectly, or all or a substantial part of the stock or assets of the
employing entity.

     6.14 Non-Exclusivity of Plan.

          Nothing in this Plan shall limit or be deemed to limit the authority
of the Board or the Committee to grant awards or authorize any other
compensation, with or without reference to the Common Stock, under any other
plan or authority.

     6.15 No Corporate Action Restriction.

          The existence of the Plan, the Award Agreements and the Awards
granted hereunder shall not limit, affect or restrict in any way the right or
power of the Board or the stockholders of the Corporation to make or
authorize: (a) any adjustment, recapitalization, reorganization or other
change in the Corporation's or any Subsidiary's capital structure or its
business, (b) any merger, amalgamation, consolidation or change in the
ownership of the Corporation or any subsidiary, (c) any issue of bonds,
debentures, capital, preferred or prior preference stock ahead of or
affecting the Corporation's or any Subsidiary's capital stock or the rights
thereof, (d) any dissolution or liquidation of the Corporation or any
Subsidiary, (e) any sale or transfer of all or any part of the Corporation or
any Subsidiary's assets or business, or (f) any other corporate act or
proceeding by the Corporation or any Subsidiary.  No participant, beneficiary
or any other person shall have any claim under any Award or Award Agreement
against any member of the Board or the Committee, or the Corporation or any
employees, officers or agents of the Corporation or any Subsidiary, as a
result of any such action.

<PAGE>                          -22-

     6.16 Other Company Benefit and Compensation Program.

          Payments and other benefits received by a Participant under an Award
made pursuant to this Plan shall not be deemed a part of a Participant's
compensation for purposes of the determination of benefits under any other
employee welfare or benefit plans or arrangements, if any, provided by the
Corporation or any Subsidiary, except where the Committee or the Board
expressly otherwise provides or authorizes in writing.  Awards under this Plan
may be made in addition to, in combination with, as alternatives to or in
payment of grants, awards or commitments under any other plans or arrangements
of the Company or the Subsidiaries.


7.   DEFINITIONS.

     7.1  Definitions.

          (a)  "Award" means an award of any Option, Stock Appreciation Right,
Restricted Stock, Stock Bonus, Performance Share Award, dividend equivalent
or deferred payment right or other right or security that would constitute a
"derivative security" under Rule 16a-1(c) of the Exchange Act, or any
combination thereof, whether alternative or cumulative, authorized by and
granted under this Plan.

          (b)  "Award Agreement" means any writing setting forth the terms of
an Award that has been authorized by the Committee.

          (c)  "Award Date" means the date upon which the Committee took the
action granting an Award or such later date as the Committee designates as
the Award Date at the time of the Award or, in the case of Awards under
Article 8, the applicable dates set forth therein.

          (d)  "Award Period" means the period beginning on an Award Date and
ending on the expiration date of such Award.

<PAGE>                          -23-

          (e)  "Beneficiary" means the person, persons, trust or trusts
designated by a Participant or, in the absence of a designation, entitled by
will or the laws of descent and distribution, to receive the benefits
specified in the Award Agreement and under this Plan in the event of a
Participant's death, and shall mean the Participant's executor or
administrator if no other Beneficiary is designated and able to act under the
circumstances.

          (f)  "Board" means the Board of Directors of the Corporation.

          (g)  "Cause" with respect to a Participant means (unless otherwise
expressly provided in the applicable Award Agreement or another applicable
contract with the Participant) a termination of service based upon a finding
by the Committee, acting in good faith and based on its reasonable belief at
the time, that the Participant:

               (1)  has been habitually negligent in the discharge of his or
          her duties to the Company, has repeatedly refused to perform stated
          or assigned duties or is incompetent in or incapable of performing
          those duties; or

               (2)  has been dishonest or committed or engaged in an act of
          theft, embezzlement or fraud, a breach of confidentiality, an
          unauthorized disclosure or use of inside information, customer
          lists, trade secrets or other confidential information; has breached
          a fiduciary duty, or willfully and materially violated any other
          duty, law, rule, regulation or policy of the Company or an
          affiliate; or has been convicted of a felony or misdemeanor (other
          than minor traffic violations or similar offenses); or

               (3)  has materially breached any of the provisions of any
          agreement with the Company or an affiliated entity; or

               (4)  has engaged in unfair competition with, or otherwise acted
          intentionally in a manner injurious to the reputation, business or
          assets of, the Company or an affiliate; has improperly induced a
          vendor or customer to break or terminate any contract with the
          Company or an affiliate or induced a principal for whom the Company
          or an affiliate acts as agent to terminate such agency relationship.

A termination for Cause shall be deemed to occur (subject to reinstatement
upon a contrary final determination by the Committee) on the date on which
the Company first delivers written notice to the Participant of a finding of
termination for Cause.

          (h)  Change in Control Event" means any of the following:

               (1) Approval by the stockholders (or, if no stockholder
          approval is required, by the Board) of the Corporation of the
          dissolution or liquidation of the Corporation, other than in the
          context of a transaction that does not constitute a Change in
          Control Event under clause (2) below.

<PAGE>                          -24-

               (2)  Consummation of/Approval by the stockholders of the
          Corporation and receipt of the approval of specified federal or
          state regulatory body whose approval or non-objection is required
          to consummate the transaction of a merger, consolidation, or other
          reorganization, with or into, or the sale of all or substantially
          all of the Corporation's business and/or assets as an entirety to,
          one or more entities that are not Subsidiaries or other affiliates
          (a "Business Combination"), unless (A) as a result of the Business
          Combination at least 50% of the outstanding securities voting
          generally in the election of directors of the surviving or
          resulting entity or a parent thereof  (the "Successor Entity")
          immediately after the reorganization are, or will be, owned,
          directly or indirectly, by stockholders of the Corporation
          immediately before the Business Combination; and (B) no Person
          (excluding the Successor Entity or an Excluded Person) beneficially
          owns, directly or indirectly, more than 50% of the outstanding
          shares of the combined voting power of the outstanding voting
          securities of the Successor Entity, after giving effect to the
          Business Combination, except to the extent that such ownership
          existed prior to the Business Combination; and (C) at least 50% of
          the members of the board of directors of the entity resulting from
          the Business Combination were members of the Board at the time of
          the execution of the initial agreement or of the action of the
          Board approving the Business Combination.

The stockholders before and after the Business Combination shall be determined
on the presumptions that (i) there is no change in the record ownership of the
Corporation's securities from the record date for such approval until the
consummation of the Business Combination; and (ii) record owners other than
affiliates of the Corporation of securities of the Corporation hold no
securities of the other parties to such reorganization.

               (3)  Any "person" (as such term is used in Sections 13(d) and
          14(d) of the Exchange Act) other than an Excluded Person becomes
          the beneficial owner (as defined in Rule 13d-3 under the Exchange
          Act), directly or indirectly, of securities of the Corporation
          representing more than 50% of the combined voting power of the
          Corporation's then outstanding securities entitled to then vote
          generally in the election of directors of the Corporation, other
          than as a result of (A) an acquisition directly from the Company,
          (B) an acquisition by the Company, (C) an acquisition by any
          employee benefit plan (or related trust) sponsored or maintained by
          the Company or a Successor Entity, or an acquisition by any entity
          pursuant to a transaction which is expressly excluded under clause
          (g) (2) above.


               (4)  During any period not longer than two consecutive years,
          individuals who at the beginning of such period constituted the
          Board cease to constitute at least a majority thereof, unless the
          election, or the nomination for election by the Corporation's
          stockholders, of each new Board member was approved by a vote of at
          least two-thirds of the Board members then still in office who were
          Board members at the beginning of such period (including for these
          purposes, new members whose election or nomination was so approved),
          but excluding, for this purpose, any such individual whose initial
          assumption of office occurs as a result of an actual or threatened
          election contest with respect to the election or removal of
          directors or other actual or threatened solicitation of proxies or
          consents by or on behalf of a person other than the Board.


<PAGE>                          -25-

          (i)  "Code" means the Internal Revenue Code of 1986, as amended from
 time to time.

          (j)  "Commission" means the Securities and Exchange Commission.

          (k)  "Committee" means the Board or one or more committees appointed
by the Board to administer all or certain aspects of this Plan, each committee
to be comprised solely of one or more directors or such number as may be
required under applicable law.  Each member of a Committee in respect of his
or her participation in any decision with respect to an Award intended to
satisfy the requirements of Section 162(m) of the Code must satisfy the
requirements of "outside director" status within the meaning of Section 162(m)
of the Code; provided, however, that the failure to satisfy such requirement
shall not affect the validity of the action of any committee otherwise duly
authorized and acting in the matter.

          (l)  "Common Stock" means the Common Stock  of the Corporation and
such other securities or property as may become the subject of Awards, or
become subject to Awards, pursuant to an adjustment made under Section 6.2 of
this Plan.

          (m)  "Company" means, collectively, the Corporation and its
Subsidiaries.

          (n)  "Corporation" means Central Natural Resources, Inc., a
Delaware corporation, and its successors.

          (o)  "Eligible Employee" means an officer (whether or not a
director) or key employee of the Company.

          (p)  "Eligible Person" means an Eligible Employee, Non-Employee
Director or any Other Eligible Person designated by the Committee in its
discretion.

          (q)  "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.

          (r)  "Excluded Person" means (1) any person described in and
satisfying the conditions of Rule 13d-1(b)(1) under the Exchange Act, (2) any
person who is the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) of more than 10% of the outstanding Shares of Common Stock at
the time of adoption of this Plan, (or an affiliate, successor, heir,
descendant or related party of or to any such person, (3) the Company, or
(4) an employee benefit plan (or related trust) sponsored or maintained by
the Company or the Successor Entity.

<PAGE>                          -26-

          (s)  "Fair Market Value" on any date means (1) if the stock is
listed or admitted to trade on a national securities exchange, the closing
price of the stock on the Composite Tape, as published in the Western Edition
of The Wall Street Journal, of the principal national securities exchange on
which the stock is so listed or admitted to trade, on such date, or, if there
is no trading of the stock on such date (or if the market has not closed at
the applicable time), then the closing price of the stock as quoted on such
Composite Tape on the next preceding date on which there was trading in such
shares; (2) if the stock is not listed or admitted to trade on a national
securities exchange, the last price for the stock on such date, as furnished
by the National Association of Securities Dealers, Inc. ("NASD") through the
NASDAQ National Market Reporting System or a similar organization if the NASD
is no longer reporting such information; (3) if the stock is not listed or
admitted to trade on a national securities exchange and is not reported on
the National Market Reporting System, the mean between the bid and asked
price for the stock on such date, as furnished by the NASD or a similar
organization; or (4) if the stock is not listed or admitted to trade on a
national securities exchange, is not reported on the National Market
Reporting System and if bid and asked prices for the stock are not furnished
by the NASD or a similar organization, the value as established by the
Committee at such time for purposes of this Plan.

          (t)  "Incentive Stock Option" means an Option which is intended, as
evidenced by its designation, as an incentive stock option within the meaning
of Section 422 of the Code, the award of which contains such provisions
(including but not limited to the receipt of stockholder approval of this
Plan, if the Award is made prior to such approval) and is made under such
circumstances and to such persons as may be necessary to comply with that
section.

          (u)  "Nonqualified Stock Option" means an Option that is designated
as a Nonqualified Stock Option  and shall include any Option intended as an
Incentive Stock Option that fails to meet the applicable legal requirements
thereof.  Any Option granted hereunder that is not designated as an incentive
stock option shall be deemed to be designated a nonqualified stock option
under this Plan and not an incentive stock option under the Code.

          (v)  "Non-Employee Director" means a member of the Board of
Directors of the Corporation who is not an officer or employee of the Company.

          (w)  "Non-Employee Director Participant" means a Non-Employee
Director with respect to an outstanding Award under the provisions of
Article 8.

          (x)  "Option" means an option to purchase Common Stock granted under
this Plan. The Committee shall designate any Option granted to an Eligible
Person as a Nonqualified Stock Option or an Incentive Stock Option.


<PAGE>                          -27-

          (y)  "Other Eligible Person" means any Non-Employee Director or any
individual consultant or advisor who renders or has rendered bona fide
services (other than services in connection with the offering or sale of
securities of the Company in a capital raising transaction or as a market
maker or promoter of the Company's securities) to the Company, and who is
selected to participate in this Plan by the Committee.  An advisor or
consultant may be selected as an Other Eligible Person only if such person's
participation in this Plan would not adversely affect (1) the Corporation's
eligibility to use Form S-8 to register under the Securities Act of 1933, as
amended, the offering of shares issuable under this Plan by the Company or
(2) the Corporation's compliance with any other applicable laws.

          (z)  "Participant" means an Eligible Person who has been granted an
Award under this Plan and a Non-Employee Director who has been received an
Award under Article 8 of this Plan

          (aa) "Performance Share Award" means an Award of a right to receive
shares of Common Stock under Section 5.1, or to receive shares of Common
Stock or other compensation (including cash) under Section 5.2, the issuance
or payment of which is contingent upon, among other conditions, the attainment
of performance objectives specified by the Committee.

          (bb) "Personal Representative" means the person or persons who, upon
the disability or incompetence of a Participant, shall have acquired on behalf
of the Participant, by legal proceeding or otherwise, the power to exercise
the rights or receive benefits under this Plan and who shall have become the
legal representative of the Participant.

          (cc) "Plan" means this 2001 Stock Incentive Plan, as it may be
amended from time to time.

          (dd)  "QDRO" means a qualified domestic relations order.

          (ee) "Restricted Shares" or "Restricted Stock" means shares of
Common Stock awarded to a Participant under this Plan, subject to payment of
such consideration, if any, and such conditions on vesting (which may
include, among others, the passage of time, specified performance objectives
or other factors) and such transfer and other restrictions as are established
in or pursuant to this Plan and the related Award Agreement, for so long as
such shares remain unvested under the terms of the applicable Award Agreement.

          (ff) "Retirement" means retirement with the consent of the Company
or, from active service as an employee or officer of the Company on or after
attaining age 55 with 10 or more years of service or after age 65 or, in the
case of a Non-Employee Director, a retirement or resignation as a director
after at least 10 years service as a director.

          (gg)  "Rule 16b-3"  means Rule 16b-3 as promulgated by the
Commission pursuant to the Exchange Act, as amended from time to time.

<PAGE>                          -28-

          (hh) "Section 16 Person" means a person subject to Section 16(a) of
the Exchange Act.

          (ii) "Securities Act" means the Securities Act of 1933, as amended
from time to time.

          (jj) "Severance Date" means the date of termination of employment or
service as further defined in Section 6.3.

          (kk) "Stock Appreciation Right" means a right authorized under this
Plan to receive a number of shares of Common Stock or an amount of cash, or a
combination of shares and cash, the aggregate amount or value of which is
determined by reference to a change in the Fair Market Value of the Common
Stock.

          (ll) "Stock Bonus" means an Award of shares of Common Stock granted
under this Plan for no consideration other than past services and without
restriction other than such transfer or other restrictions as the Committee
may deem advisable to assure compliance with law.

          (mm) "Stock Unit" means a bookkeeping entry which serves as a unit
of measurement relative to a share of Common Stock for purposes of determining
the payment, in Common Stock or cash, of an Award, including a deferred
benefit or right under this Plan.  Stock Units are  not outstanding shares and
do not entitle a Participant to any dividend, voting or other rights in
respect of any Common Stock represented thereby or acquirable thereunder.
Stock Units, may, however, by express provision in the applicable Award
Agreement, entitle a Participant to dividend equivalent rights, as defined by
the Committee.

          (nn) "Subsidiary" means any corporation or other entity a majority
of whose outstanding voting stock or voting power is beneficially owned
directly or indirectly by the Corporation.

          (oo) "Total Disability" means a "permanent and total disability"
within the meaning of Section 22(e)(3) of the Code and such other
disabilities, infirmities, afflictions or conditions as the Committee by rule
may include.

8.   NON-EMPLOYEE DIRECTOR OPTIONS

     8.1  Participation.

          Awards under this Article 8 shall be made only to Non-Employee
Directors and shall be evidenced by Award Agreements substantially in the
form of Exhibit A hereto.

     8.2  Option Grants.

          Persons who are Non-Employee Directors may by action of the
Committee from time to time be granted Nonqualified Stock Options to purchase
shares of Common Stock under terms and conditions consistent with this Plan.

<PAGE>                          -29-

     8.3  Option Price.

          The purchase price per share of the Common Stock covered by each
Option granted pursuant to Section 8.2 hereof shall be 100 percent of the Fair
Market Value of the Common Stock on the Award Date.  The exercise price of
any Option granted under this Article shall be paid in full at the time of
each purchase in cash or by check or in shares of Common Stock valued at
their Fair Market Value on the date of exercise of the Option, or partly in
such shares and partly in cash, provided that any such shares used in payment
shall have been owned by the Participant at least six months prior to the date
of exercise.

     8.4  Option Period and Exercisability.

          Each Option granted under this Article 8 and all rights or
obligations thereunder shall expire ten years after the Award Date and shall
be subject to earlier termination as provided below.  Each Option granted
under Section 8.2 shall become exercisable at such time or at such rates as
may be determined by the Committee.

     8.5  Termination of Directorship.


          If a Non-Employee Director's services as a member of the Board of
Directors terminate by reason of death, Disability or Retirement, an Option
granted pursuant to this Article held by such Participant shall immediately
become and shall remain exercisable for two years after the date of such
termination or until the expiration of the stated term of such Option,
whichever first occurs.  If a Non-Employee Director's services as a member of
the Board of Directors terminate for any other reason, any portion of an
Option granted pursuant to this Article which is not then exercisable shall
terminate and any portion of such Option which is then exercisable may be
exercised for three months after the date of such termination or until the
expiration of the stated term whichever first occurs.

     8.6  Adjustments.

          Options granted under this Article 8 shall be subject to adjustment
as provided in Section 6.2, but only to the extent that (a) such adjustment
and the Committee's actions in respect thereof satisfy any applicable
criteria in respect of formula plans under Rule 16, (b) such adjustment in
the case of a Change in Control Event is effected pursuant to the terms of a
reorganization agreement approved by stockholders of the Corporation, and (c)
such adjustment is consistent with adjustments to Options held by persons
other than executive officers or directors of the Corporation.

<PAGE>                          -30-
     8.7  Acceleration Upon a Change in Control Event

          Upon the occurrence of a Change in Control Event, each Option
granted under Section 8.2 hereof shall become immediately exercisable in
full; provided, however, that none of the Options granted under Section 8.2
shall be accelerated to a date less than six months after the Award Date of
 such Option.  To the extent that any Option granted under this Article 8 is
not exercised prior to (i) a dissolution of the Corporation or (ii) a merger
or other corporate event that the Corporation does not survive, and no
provision is (or consistent with the provisions of Section 8.7 can be) made
for the assumption, conversion, substitution or exchange of the Option, the
Option shall terminate upon the occurrence of such event.

<PAGE>                          -31-


                      CENTRAL NATURAL RESOURCES, INC.
                            ELIGIBLE DIRECTOR
                     NONQUALIFIED STOCK OPTION AGREEMENT


THIS AGREEMENT dated as of the _____ day of _____________, 20__, between
_________________________________________________, a ________________
corporation (the "Corporation"), and _________________________________ (the
"Director").

                            W I T N E S S E T H

      WHEREAS, the Corporation has adopted and the Stockholders of the
Corporation have approved the Central Natural Resources, Inc. 2001 Stock
Incentive Plan (the "Plan").

WHEREAS, pursuant to Article 8 of the Plan, the Corporation has granted an
option (the "Option") to the Director upon the terms and conditions evidenced
hereby, as required by the Plan, which Option is not intended as and shall
not be deemed to be an incentive stock option within the meaning of Section
422 of the Code.

NOW, THEREFORE, in consideration of the services rendered and to be rendered
by the Director, the Corporation and the Director agree to the terms and
conditions set forth herein as required by the terms of the Plan.

     1.  Option Grant.  This Agreement evidences the grant to the Director,
as of ___________, ____ (the "Option Date"), of an Option to purchase an
aggregate of _____ shares of Common Stock, par value _____ per share, under
Section 8.2 of the Plan, subject to the terms and conditions and to
adjustment as set forth herein or pursuant to the Plan.

     2.  Exercise Price. The Option entitles the Director to purchase
(subject to the terms of Sections 3 through 5 below) all or any part of the
Option shares at a price per share of $_______, which amount represents the
Fair Market Value of the shares on the Option Date.

     3.  Option Exercisability and Term. Subject to adjustment pursuant to
Section 8.6 of the Plan, the Option shall first become and remain exercisable
as to ______________ of the shares on ___________________ and as to an
additional _________ shares on each of the following dates:  ______________,
200_, __________, 200_ and _____________, 200_, in each case subject to
adjustments under Section 8.6 of the Plan and acceleration under Section 8.7
of the Plan.  The Option shall terminate on ____________, 200_, unless earlier
terminated in accordance with the terms of Section 8.5 of the Plan.

<PAGE>

     4.  Service and Effect of Termination of Service. The Director agrees to
serve as a director in accordance with the provisions of the Corporation's
Certificate of Incorporation, bylaws and applicable law.  If the Director's
services as a member of the Board shall terminate, this Option shall terminate
at the times and to the extent set forth in Section 8.5 of the Plan.

     5.  General Terms. The Option and this Agreement are subject to, and the
Corporation and the Director agree to be bound by, the provisions of the Plan
that apply to the Option.  Such provisions are incorporated herein by this
reference.  The Director acknowledges receiving a copy of the Plan and
reading its applicable provisions.  Capitalized terms not otherwise defined
herein shall have the meaning assigned to such terms in the Plan.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

__________________________
(a __________ corporation)

By __________________________

Title _________________________


Optionee Director

____________________________
(Signature)

_____________________________
(Print Name)
_____________________________
(Address)
_____________________________
(City, State, Zip Code)


In consideration of the execution of the foregoing Stock Option Agreement by
Central Natural Resources, Inc., I, ____________________________, the spouse
of the Director therein named, do hereby agree to be bound by all of the
terms and provisions thereof and of the Plan.

DATED: ______________, 200__.		__________________________________________
                                        Signature of Spouse