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                                                                    EXHIBIT 10.5






                                DEVX ENERGY, INC.

                          FORM OF AMENDED AND RESTATED
                    DIRECTORS' NONQUALIFIED STOCK OPTION PLAN


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                                DEVX ENERGY, INC.

                          FORM OF AMENDED AND RESTATED
                    DIRECTORS' NONQUALIFIED STOCK OPTION PLAN

                                TABLE OF CONTENTS

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                                                                            ----
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ARTICLE 1         PURPOSE.................................................... 1

ARTICLE 2         DEFINITIONS................................................ 1

ARTICLE 3         ADMINISTRATION............................................. 2

ARTICLE 4         ELIGIBILITY................................................ 2

ARTICLE 5         SHARES SUBJECT TO PLAN..................................... 3

ARTICLE 6         GRANT OF OPTIONS........................................... 3

ARTICLE 7         OPTION PRICE............................................... 3

ARTICLE 8         OPTION PERIOD; FORFEITURE.................................. 3
                  8.1      Option Period..................................... 3
                  8.2      Forfeiture........................................ 4

ARTICLE 9         TERMINATION OF SERVICE..................................... 4
                  9.1      Death............................................. 4
                  9.2      Disability or Retirement.......................... 4
                  9.3      Other Termination................................. 4

ARTICLE 10        EXERCISE OF OPTION......................................... 4

ARTICLE 11        AMENDMENT OR DISCONTINUANCE................................ 5

ARTICLE 12        TERM....................................................... 6

ARTICLE 13        CAPITAL ADJUSTMENTS........................................ 6

ARTICLE 14        RECAPITALIZATION, MERGER AND CONSOLIDATION................. 7

ARTICLE 15        LIQUIDATION OR DISSOLUTION................................. 7

ARTICLE 16        OPTIONS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED
                  BY OTHER CORPORATIONS...................................... 8
</TABLE>


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<TABLE>
<S>               <C>                                                       <C>
ARTICLE 17        MISCELLANEOUS PROVISIONS................................... 8
                  17.1     Investment Intent................................. 8
                  17.2     No Employment Relationship........................ 8
                  17.3     Indemnification of Board.......................... 8
                  17.4     Effect of the Plan................................ 8
                  17.5     Compliance With Other Laws and Regulations........ 8
                  17.6     Tax Requirements.................................. 9
                  17.7     Assignability..................................... 9
                  17.8     Use of Proceeds................................... 9
                  17.9     Legend............................................ 9
</TABLE>












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                                DEVX ENERGY, INC.

                          FORM OF AMENDED AND RESTATED
                    DIRECTORS' NONQUALIFIED STOCK OPTION PLAN

         The name of the plan is the AMENDED AND RESTATED DIRECTORS'
NONQUALIFIED STOCK OPTION PLAN (the "PLAN") of DevX Energy, Inc., a Delaware
corporation (hereinafter called the "COMPANY"). The Directors' Nonqualified
Stock Option Plan was originally adopted by the Board of Directors of the
Company, and was approved by the Company's stockholders, in 1998. Effective
December 15, 2000, the Company's Board of Directors approved, subject to
stockholder approval, the Amended and Restated Directors' Nonqualified Stock
Option Plan.

                                    ARTICLE 1
                                     PURPOSE

         The purpose of the Plan is to attract and retain Outside Directors of
the Company and to provide such persons with a proprietary interest in the
Company through the granting of Nonqualified Stock Options that will

                  (a)      increase the interest of such persons in the
                           Company's welfare;

                  (b)      furnish an incentive to such persons to continue
                           their services for the Company; and

                  (c)      provide a means through which the Company may attract
                           able persons as Outside Directors.


                                    ARTICLE 2
                                   DEFINITIONS

         For the purpose of the Plan, unless the context requires otherwise, the
following terms shall have the meanings indicated:

                  2.1 "Board" means the board of directors of the Company.

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

                  2.3 "Common Stock" means the common stock, par value $0.234
         per share, which the Company is currently authorized to issue or may in
         the future be authorized to issue.

                  2.4 "Company" means DevX Energy, Inc., a Delaware corporation.

                  2.5 "Date of Grant" means the effective date on which a Stock
         Option is awarded to a Participant as set forth in the applicable Stock
         Option Agreement.

                  2.6 "Option Period" means the period during which a Stock
         Option may be exercised.


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                  2.7 "Option Price" means the price which must be paid by a
         Participant upon exercise of a Stock Option to purchase a share of
         Common Stock.

                  2.8 "Outside Director" means a Director of the Company who is
         not an Employee.

                  2.9 "Participant" shall mean an Outside Director to whom a
         Stock Option is granted under this Plan.

                  2.10 "Plan" means this DevX Energy, Inc. Amended and Restated
         Directors' Nonqualified Stock Option Plan, as amended from time to
         time.

                  2.11 "Stock Option" means a nonqualified option to purchase
         Common Stock of the Company granted under this Plan.

                  2.12 "Stock Option Agreement" means a written agreement
         between a Participant and the Company which sets out the terms of the
         grant of a Stock Option.

                  2.13 "Termination of Service" occurs when a Participant shall
         cease to serve as an Outside Director for any reason.

                  2.14 "Total and Permanent Disability" means a Participant is
         qualified for long-term disability benefits under the Company's
         disability plan or insurance policy; or, if no such plan or policy is
         then in existence, that the Participant, because of ill health,
         physical or mental disability or any other reason beyond his or her
         control, is unable to perform his or her duties of employment for a
         period of six (6) continuous months, as determined in good faith by the
         Board.

                                    ARTICLE 3
                                 ADMINISTRATION

         The Plan shall be administered by the Board of Directors of the
Company. The Board, in its discretion, shall (i) interpret the Plan, (ii)
prescribe, amend, and rescind any rules and regulations necessary or appropriate
for the administration of the Plan, and (iii) make such other determinations and
take such other action as it deems necessary or advisable in the administration
of the Plan. Any interpretation, determination, or other action made or taken by
the Board of Directors shall be final, binding, and conclusive on all interested
parties.

                                    ARTICLE 4
                                   ELIGIBILITY

         Any Outside Director whose judgment, initiative, and efforts
contributed or may be expected to contribute to the successful performance of
the Company is eligible to participate in the Plan. The Board, upon its own
action, may grant, but shall not be required to grant, a Stock Option to any
Outside Director. Except as required by this Plan, Stock Options granted at
different times need not contain similar provisions. The Board's determinations
under the Plan need not be uniform and may be made by it selectively among
Outside Directors who receive, or are eligible to receive, Stock Options under
the Plan.


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                                    ARTICLE 5
                             SHARES SUBJECT TO PLAN

         The Board may not grant Stock Options under the Plan for more than
100,000 shares of Common Stock of the Company (as may be adjusted in accordance
with ARTICLES 13 and 14 hereof), all of which are designated as nonqualified
stock options. Shares to be optioned and sold may be made available from either
authorized but unissued Common Stock or Common Stock held by the Company in its
treasury. Shares previously subject to Stock Options which have expired or been
canceled may be reissued under the Plan.

         The Company during the term of this Plan will at all times reserve and
keep available the number of shares of Stock that shall be sufficient to satisfy
the requirements of this Plan.

                                    ARTICLE 6
                                GRANT OF OPTIONS

         Subject to the terms of this Plan, the Board may grant options to
purchase up to 30,000 shares of Common Stock to each Participant, in any year as
the Board deems appropriate, subject to adjustment as provided herein. The grant
of a Stock Option shall be evidenced by a Stock Option Agreement setting forth
the total number of shares subject to the Stock Option, the Option Price, the
maximum term of the Stock Option, the Date of Grant, and such other terms and
provisions as are approved by the Board, but not inconsistent with the Plan. The
Company shall execute a Stock Option Agreement with a Participant after the
issuance of a Stock Option. Any Stock Option granted pursuant to this Plan must
be granted within ten (10) years of the date of adoption of this Plan. The Plan
shall be submitted to the Company's shareholders for approval; however, the
Board may grant Stock Options under the Plan prior to the time of shareholder
approval.

                                    ARTICLE 7
                                  OPTION PRICE

         The Option Price for any share of Common Stock which may be purchased
under a Stock Option shall be such price as determined by the Board.

                                    ARTICLE 8
                            OPTION PERIOD; FORFEITURE

         8.1 OPTION PERIOD. A Stock Option may be exercised in whole or in part
at any time during its term. The Option Period for a Stock Option may be reduced
or terminated upon Termination of Service in accordance with ARTICLE 9. No Stock
Option granted under the Plan may be exercised at any time after the end of its
Option Period.

         Each Stock Option will terminate at the first of the following to
occur:

                  (a) 5 p.m. on the tenth anniversary of the Date of Grant;


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                  (b) 5 p.m. on the date which is six (6) months following the
         Participant's Termination of Service due to death or Total and
         Permanent Disability; or

                  (c) 5 p.m. on the 90th day after the date of any other
         Termination of Service, except as provided in Section 9.3 below.

         8.2 FORFEITURE. In the event of a Participant's Termination of Service
other than as a result of death or Total and Permanent Disability, the
unexercised portion of the Stock Option previously granted to such Participant
shall terminate and be forfeited as of 5 p.m. on the 90th day after the day of
the termination.

                                    ARTICLE 9
                             TERMINATION OF SERVICE

         In the event of Termination of Service of a Participant, the Option
Period for any Stock Option of the Participant shall be amended in accordance
with this ARTICLE 9 and such Stock Option may only be exercised as follows:

         9.1 DEATH. In the event of the Participant's death while serving as an
Outside Director, his Stock Option may be exercised for a period of six (6)
months after the Participant's death; such Stock Option may be exercised by the
Participant's estate or personal representative, or by the person who acquired
the right to exercise the Stock Option by bequest or inheritance or by reason of
the Participant's death.

         9.2 DISABILITY OR RETIREMENT. Upon the Termination of the Participant's
Service as an Outside Director by reason of Total and Permanent Disability, the
Participant or his guardian may exercise such Participant's Stock Option within
six (6) months after the date of such Termination of Service.

         9.3 OTHER TERMINATION. Upon the Termination of the Participant's
Service as an Outside Director for any reason other than as a result of death,
or Total and Permanent Disability, the Participant may, before 5 p.m. on the
90th day after the day of such Termination of Service, exercise any Stock
Options to the extent such Stock Options were exercisable at the date of such
Termination of Service.

                                   ARTICLE 10
                               EXERCISE OF OPTION

         Stock Options may be exercised during the Option Period, subject to
limitations and restrictions set forth in ARTICLE 9. Stock Options may be
exercised at such times and in such amounts as provided in this Plan and the
applicable Stock Option Agreements, subject to the terms, conditions, and
restrictions of the Plan.

         In no event may a Stock Option be exercised or shares be issued
pursuant to a Stock Option if a necessary listing of the shares on a stock
exchange or any registration under state or federal securities laws required
under the circumstances has not been accomplished. No Stock Option may be
exercised for a fractional share of Stock. The granting of a Stock Option shall
impose no obligation upon the Participant to exercise that Stock Option.

         Subject to such administrative regulations as the Board may from time
to time adopt, a Stock Option may be exercised by the delivery of written notice
to the Board setting forth the number of shares with respect


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to which the Stock Option is to be exercised and the date of exercise thereof
(the "EXERCISE DATE") which shall be at least three (3) days after giving such
notice unless an earlier time shall have been mutually agreed upon. On the
Exercise Date, the Participant shall deliver to the Company consideration with a
value equal to the total Option Price of the shares to be purchased, payable as
follows: (a) cash, check, bank draft, or money order payable to the order of the
Company, (b) Common Stock owned by the Participant on the Exercise Date, valued
at its Fair Market Value on the Exercise Date, (c) by delivery (including by
FAX) to the Company or its designated agent of an executed irrevocable option
exercise form together with irrevocable instructions from the Participant to a
broker or dealer, reasonably acceptable to the Company, to sell certain of the
shares of Common Stock purchased upon exercise of the Stock Option or to pledge
such shares as collateral for a loan and promptly deliver to the Company the
amount of sale or loan proceeds necessary to pay such purchase price, and/or (d)
in any other form of valid consideration that is acceptable to the Board in its
sole discretion.

         Upon payment of all amounts due from the Participant, the Company shall
cause certificates for the Common Stock then being purchased to be delivered to
the Participant (or the person exercising the Participant's Stock Option in the
event of his death) at its principal business office within ten (10) business
days after the Exercise Date. The obligation of the Company to deliver shares
shall, however, be subject to the condition that if at any time the Board shall
determine in its discretion that the listing, registration, or qualification of
the Stock Option or the Common Stock being purchased upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the Stock Option or the issuance or purchase of shares
thereunder, the Stock Option may not be exercised in whole or in part unless
such listing, registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Board.

         If the Participant fails to pay for any of the Common Stock specified
in such notice or fails to accept delivery thereof, the Participant's right to
purchase such Common Stock may be terminated by the Company.

                                   ARTICLE 11
                           AMENDMENT OR DISCONTINUANCE

         The Plan may be amended or discontinued by the Board without the
approval of the shareholders of the Company unless shareholder approval is
required by any stock exchange on which the shares to be issued upon exercise of
the Stock Options are listed. Any amendment to the Plan shall be approved by
shareholders if the amendment would:

                  (a) materially increase the benefits accruing to Participants
         under the Plan;

                  (b) materially increase the number of securities which may be
         issued under the Plan; or

                  (c) materially modify the requirements as to eligibility for
         participation in the Plan.

In addition, no amendment may adversely affect an outstanding Stock Option
without the consent of the Participant.


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                                   ARTICLE 12
                                      TERM

         The Plan shall be effective from the date that this Plan is approved by
the Board. Unless sooner terminated by action of the Board, the Plan will
terminate on December 15, 2010, but Stock Options granted before the effective
date will continue to be effective in accordance with their terms and
conditions.

                                   ARTICLE 13
                               CAPITAL ADJUSTMENTS

         If at any time while the Plan is in effect or unexercised Stock Options
are outstanding there shall be any increase or decrease in the number of issued
and outstanding shares of Common Stock resulting from (1) the declaration or
payment of a stock dividend, (2) any recapitalization resulting in a stock
split-up, combination, or exchange of shares of Common Stock, or (3) other
increase or decrease in such shares effected without receipt of consideration by
the company, then and in such event:

                  (i) An appropriate adjustment shall be made in the maximum
         number of shares of Common Stock then subject to being awarded under
         the Plan, to the end that the same proportion of the Company's issued
         and outstanding shares of Common Stock shall continue to be subject to
         being so awarded; and

                  (ii) Appropriate adjustments shall be made in the number of
         shares of Common Stock and the Option Price thereof then subject to
         purchase pursuant to each such Stock Option previously granted and
         unexercised, to the end that the same proportion of the Company's
         issued and outstanding shares of Common Stock in each such instance
         shall remain subject to purchase at the same aggregate Option Price.

         Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with direct sale
or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number of or Option Price of shares of Common Stock
then subject to outstanding Stock Options granted under the Plan.

         Upon the occurrence of each event requiring an adjustment of the Option
Price or the number of shares purchasable pursuant to Stock Options granted
pursuant to the terms of this Plan, the Company shall mail to


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each Participant its computation of such adjustment which shall be conclusive
and shall be binding upon each such Participant.

                                   ARTICLE 14
                   RECAPITALIZATION, MERGER AND CONSOLIDATION

                  (a) The existence of this Plan and Stock Options granted
         hereunder shall not affect in any way the right or power of the Company
         or its shareholders to make or authorize any or all adjustments,
         recapitalizations, reorganizations, or other changes in the Company's
         capital structure and its business, or any merger or consolidation of
         the Company, or any issue of bonds, debentures, preferred or preference
         stocks ranking prior to or otherwise affecting the Common stock or the
         rights thereof (or any rights, options, or warrants to purchase same),
         or the dissolution or liquidation of the Company, or any sale or
         transfer of all or any part of its assets or business, or any other
         corporate act or proceeding, whether of a similar character or
         otherwise.

                  (b) Subject to any required action by the shareholders, if the
         Company shall be the surviving or resulting corporation in any merger
         or consolidation, any Stock Option granted hereunder shall pertain to
         and apply to the securities or rights (including cash, property, or
         assets) to which a holder of the number of shares of Common Stock
         subject to the Stock Option would have been entitled.

                  (c) In the event of any merger or consolidation pursuant to
         which the Company is not the surviving or resulting corporation, there
         shall be substituted for each share of Common Stock subject to the
         unexercised portions of such outstanding Stock Options, that number of
         shares of each class of stock or other securities or that amount of
         cash, property, or assets of the surviving or consolidated company
         which were distributed or distributable to the shareholders of the
         Company in respect to each share of Common Stock held by them, such
         outstanding Stock Options to be thereafter exercisable for such stock,
         securities, cash, or property in accordance with their terms.
         Notwithstanding the foregoing, however, all such Stock Options may be
         canceled by the Company as of the effective date of any such
         reorganization, merger, consolidation, or any dissolution or
         liquidation of the Company by giving notice to each holder thereof or
         his personal representative of its intention to do so and by permitting
         the purchase during the thirty (30) day period next preceding such
         effective date of all of the shares subject to such outstanding Stock
         Options.

                  (d) Upon the occurrence of each event requiring an adjustment
         of the Option Price or the number of shares purchasable pursuant to
         Stock Options granted pursuant to the terms of this Plan, the Company
         shall mail to each Participant its computation of such adjustment which
         shall be conclusive and shall be binding upon each such Participant.

                                   ARTICLE 15
                           LIQUIDATION OR DISSOLUTION

         In case the Company shall, at any time while any Stock Option under
this Plan shall be in force and remain unexpired, (i) sell all or substantially
all of its property, or (ii) dissolve, liquidate, or wind up its affairs, then
each Participant may thereafter receive upon exercise hereof (in lieu of each
share of Common Stock of the Company which such Participant would have been
entitled to receive) the same kind and amount of any securities or assets as may
be issuable, distributable, or payable upon any such sale, dissolution,
liquidation,


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or winding up with respect to each share of Common Stock of the Company. If the
Company shall, at any time prior to the expiration of any Stock Option, make any
partial distribution of its assets, in the nature of a partial liquidation,
whether payable in cash or in kind (but excluding the distribution of a cash
dividend payable out of earned surplus and designated as such) then in such
event the prices then in effect with respect to each Stock Option shall be
reduced, on the payment date of such distribution, in proportion to the
percentage reduction in the tangible book value of the shares of the Company's
Common Stock (determined in accordance with generally accepted accounting
principles) resulting by reason of such distribution.

                                   ARTICLE 16
                           OPTIONS IN SUBSTITUTION FOR
                   STOCK OPTIONS GRANTED BY OTHER CORPORATIONS

         Stock Options may be granted under the Plan from time to time in
substitution for such options held by directors of a corporation who become or
are about to become Outside Directors of the Company as a result of a merger or
consolidation of the employing corporation with the Company or the acquisition
by the Company of stock of the employing corporation. The terms and conditions
of the substitute options so granted may vary from the terms and conditions set
forth in this Plan to such extent as the Board at the time of grant may deem
appropriate to conform, in whole or in part, to the provisions of the options in
substitution for which they are granted.

                                   ARTICLE 17
                            MISCELLANEOUS PROVISIONS

         17.1 INVESTMENT INTENT. The Company may require that there be presented
to and filed with it by any Participant under the Plan, such evidence as it may
deem necessary to establish that the options granted or the shares of Common
Stock to be purchased or transferred are being acquired for investment and not
with a view to their distribution.

         17.2 NO EMPLOYMENT RELATIONSHIP. The Participant is not an employee of
the Company. Nothing herein shall be construed to create an employer-employee
relationship between the Company and the Participant.

         17.3 INDEMNIFICATION OF BOARD. No member of the Board, nor any officer
or employee of the Company acting on behalf of the Board, shall be personally
liable for any action, determination, or interpretation taken or made in good
faith with respect to the Plan, and all members of the Board and each and any
officer or employee of the Company acting on the Board's behalf shall, to the
extent permitted by law, be fully indemnified and protected by the Company in
respect of any such action, determination, or interpretation.

         17.4 EFFECT OF THE PLAN. Neither the adoption of this Plan nor any
action of the Board shall be deemed to give any person any right to be granted a
Stock Option to purchase Common Stock of the Company or any other rights except
as may be evidenced by a Stock Option Agreement, or any amendment thereto, duly
authorized by the Board and executed on behalf of the Company, and then only to
the extent and upon the terms and conditions expressly set forth therein.

         17.5 COMPLIANCE WITH OTHER LAWS AND REGULATIONS. Notwithstanding
anything contained herein to the contrary, the Company shall not be required to
sell or issue shares of Common Stock under any Stock


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Option if the issuance thereof would constitute a violation by the Participant
or the Company of any provisions of any law or regulation of any governmental
authority or any national securities exchange or other forum in which shares of
Common Stock are traded (including Section 16 of the Securities Exchange Act of
1934); and, as a condition of any sale or issuance of shares of Common Stock
under a Stock Option, the Board may require such agreements or undertakings, if
any, as the Board may deem necessary or advisable to assure compliance with any
such law or regulation. The Plan, the grant and exercise of Stock Options
hereunder, and the obligation of the Company to sell and deliver shares of
Common Stock, shall be subject to all applicable federal and state laws, rules
and regulations and to such approvals by any government or regulatory agency as
may be required.

         17.6 TAX REQUIREMENTS. The Company shall have the right to deduct from
all amounts hereunder paid in cash or other form, any Federal, state, or local
taxes required by law to be withheld with respect to such payments. The
Participant receiving shares issued upon exercise of any Stock Option shall be
required to pay the Company the amount of any taxes which the Company is
required to withhold with respect to such shares of Common Stock. Such payments
shall be required to be made prior to the delivery of any certificate
representing such shares of Common Stock. Such payment may be made in cash or by
check.

         17.7 ASSIGNABILITY. Unless the Board provides otherwise, all or a
portion of a Stock Option to be granted to a Participant may be transferred by
such Participant to (i) the spouse, children or grandchildren of the Participant
("IMMEDIATE FAMILY MEMBERS"), (ii) a trust or trusts for the exclusive benefit
of one or more Immediate Family Members, or (iii) a partnership in which one or
more Immediate Family Members are the only partners, (iv) an entity exempt from
federal income tax pursuant to Section 501(c)(3) of the Code or any successor
provision, or (v) a split interest trust or pooled income fund described in
Section 2522(c)(2) of the Code or any successor provision, provided that (x)
there shall be no consideration for any such transfer, and (y) subsequent
transfers of previously transferred Stock Options shall be prohibited except
those by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined in the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended. Following transfer, any such
Stock Option shall continue to be subject to the same terms and conditions as
were applicable immediately prior to transfer, provided that for purposes of
ARTICLES 10, 11, 13, 14, 15, 16 AND 17 hereof the term "PARTICIPANT" shall be
deemed to include the transferee. The events of Termination of Service and any
vesting of the Stock Options shall continue to be applied with respect to the
original Participant, following which the Stock Options shall be exercisable by
the transferee only to the extent and for the periods and installments specified
in the Award Agreement. The Board and the Company shall have no obligation to
inform any transferee of a Stock Option of any expiration, termination, lapse or
acceleration of such Option. The Company shall have no obligation to register
with any federal or state securities commission or agency any Common Stock
issuable or issued under a Stock Option that has been transferred by a
Participant under this Section 17.7. If the Participant attempts to alienate,
assign, pledge, hypothecate, or otherwise dispose of this Stock Option or any
right thereunder, except as provided for in this Plan or the Stock Option
Agreement, the Board may terminate the Participant's Stock Option by notice to
him, and it shall thereupon become null and void.

         17.8 USE OF PROCEEDS. Proceeds from the sale of shares pursuant to
Stock Options granted under this Plan shall constitute general funds of the
Company.

         17.9 LEGEND. Each certificate representing shares of Common Stock
issued to a Participant upon exercise of a Stock Option shall bear the following
legend, or a similar legend deemed by the Company to constitute an appropriate
notice of the provisions hereof and the applicable security laws (any such
certificate not having such legend shall be surrendered upon demand by the
Company and so endorsed) unless the shares


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of Common Stock being issued have been registered pursuant to a Registration
Statement on Form S-8 (or a successor form) filed with and declared effective by
the Securities and Exchange Commission:

                  On the face of the certificate:

                           "Transfer of this stock is restricted in accordance
                           with conditions printed on the reverse of this
                           certificate."

                  On the reverse:

                           "The shares of stock evidenced by this certificate
                           are subject to and transferrable only in accordance
                           with that certain DevX Energy, Inc. Amended and
                           Restated Directors Nonqualified Stock Option Plan,
                           dated as of January 1, 2001, as amended from time to
                           time, a copy of which is on file at the principal
                           office of the Company in Dallas, Texas. No transfer
                           or pledge of the shares evidenced hereby may be made
                           except in accordance with and subject to the
                           provisions of said Plan. By acceptance of this
                           certificate, any holder, transferee or pledge hereof
                           agrees to be bound by all of the provisions of said
                           Plan."

                  Insert the following legend on the certificate if the shares
                  were not issued in a transaction registered under the
                  applicable federal and state securities laws:

                           "Shares of stock represented by this certificate have
                           been acquired by the holder for investment and not
                           for resale, transfer or distribution, have been
                           issued pursuant to exemptions from the registration
                           requirements of applicable state and federal
                           securities laws, and may not be offered for sale,
                           sold or transferred other than pursuant to effective
                           registration under such laws, or in transactions
                           otherwise in compliance with such laws, and upon
                           evidence satisfactory to the Company of compliance
                           with such laws, as to which the Company may rely upon
                           an opinion of counsel satisfactory to the Company."

         A copy of this Plan shall be kept on file in the principal office of
the Company in Dallas, Texas or any successor location of the Company's
principal executive offices.


                                    * * * * *






                                                                         Page 10
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         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized representative pursuant to prior action taken by
the Board.

                                          DEVX ENERGY, INC.

                                          By:
                                             ----------------------------------
                                             Name:
                                                  -----------------------------
                                             Title:
                                                   ----------------------------

Attest:



-----------------------------
Secretary








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