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                           TEXAS STANDARD OIL COMPANY
                           2002 EQUITY INCENTIVE PLAN


The Texas Standard Oil Company 2002 Equity Incentive Plan (the "PLAN") was
adopted by the Board of Directors of Texas Standard Oil Company, a Texas
corporation (the "COMPANY"), effective as of January 4, 2002, subject to
approval by the Company's shareholders.

                                    ARTICLE 1
                                     PURPOSE

The purpose of the Plan is to foster and promote the long-term financial success
of the Company and its Subsidiaries and materially increase the value of the
Company and its Subsidiaries by (a) encouraging the long-term commitment of the
Employees, Consultants, and Outside Directors of the Company and its
Subsidiaries, (b) motivating performance of the Employees, Consultants, and
Outside Directors of the Company and its Subsidiaries by means of long-term
performance related incentives, (c) encouraging and providing Employees,
Consultants, and Outside Directors of the Company and its Subsidiaries with an
opportunity to obtain an ownership interest in the Company, (d) attracting and
retaining outstanding Employees, Consultants, and Outside Directors by providing
incentive compensation opportunities, and (e) enabling participation by
Employees, Consultants, and Outside Directors in the long-term growth and
financial success of the Company and its Subsidiaries.

With respect to Reporting Participants, the Plan and all transactions under the
Plan are intended to comply with all applicable conditions of Rule 16b-3
promulgated under the Securities Exchange Act of 1934 (the "1934 ACT"). To the
extent any provision of the Plan or action by the Committee fails to so comply,
it shall be deemed null and void ab initio, to the extent permitted by law and
deemed advisable by the Committee.

                                    ARTICLE 2
                                   DEFINITIONS

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

2.1 "AWARD" means the grant of any Incentive Stock Option, Nonqualified Stock
Option, Reload Option, or Restricted Stock whether granted singly or in
combination (each individually referred to herein as an "Incentive").

2.2 "AWARD AGREEMENT" means a written agreement between a Participant and the
Company which sets out the terms of the grant of an Award.

2.3 "AWARD PERIOD" means the period set forth in the Award Agreement with
respect to a Stock Option during which the Stock Option may be exercised, which
shall commence on the Date of Grant and expire at the time set forth in the
Award Agreement.

2.4 "BOARD" means the board of directors of the Company.




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2.5 "CHANGE OF CONTROL" means, after the effective date of the Plan, (i) the
occurrence of an event of a nature that would be required to be reported in
response to Item 1 or Item 2 of a Form 8-K Current Report of the Company
promulgated pursuant to Sections 13 and 15(d) of the 1934 Act; provided, that,
without limitation, such a Change in Control shall be deemed to have occurred if
(a) any "person," as such term is used in Sections 13(d) and 14(d) of the 1934
Act (other than the Company, any person on the Board at the time this Plan is
adopted by the Board, any trustee or other fiduciary holding securities under
any employee benefit plan of the Company, or any company owned, directly or
indirectly, by the shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the 1934 Act), directly or
indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding securities or (b) during
any period of two consecutive years, individuals who at the beginning of such
period constitute the Board cease for any reason to constitute at least a
majority thereof, unless the election by the Board or the nomination for
election by the Company's shareholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at
the beginning of the two-year period or whose election or nomination for
election was previously so approved; (ii) the shareholders of the Company
approve a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation that would result in the voting securities
of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than 50% of the combined voting power of the voting
securities of the surviving entity outstanding immediately after such merger or
consolidation; provided, however, that a merger or consolidation effected to
implement a reorganization or recapitalization of the Company, or a similar
transaction (collectively, a "REORGANIZATION"), in which no "person" acquires
more than 20% of the combined voting power of the Company's then outstanding
securities shall not constitute a Change in Control of the Company; or (iii) the
shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets.

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

2.7 "COMMITTEE" means the committee appointed or designated by the Board to
administer the Plan in accordance with Article 3 of this Plan.

2.8 "COMMON STOCK" means the common stock, par value $0.01 per share, which the
Company is currently authorized to issue or may in the future be authorized to
issue, or any securities into which or for which the common stock of the Company
may be converted or exchanged, as the case may be, pursuant to the terms of this
Plan.

2.9 "COMPANY" means Texas Standard Oil Company, a Texas corporation, and any
successor entity.

2.10 "CONSULTANT" means any person performing advisory or consulting services
for the Company or a Subsidiary, with or without compensation, to whom the
Company chooses to grant an Award in accordance with the Plan; provided, that
bona fide services must be rendered by such person and such services shall not
be rendered in connection with the offer or sale of securities in a capital
raising transaction.

2.11 "CORPORATION" means any entity that (i) is defined as a corporation under
Code Section 7701 and (ii) is the Company or is in an unbroken chain of
corporations (other than the Company) beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing a majority of the total combined voting power of all classes of stock
in one of the other corporations in the chain. For purposes of clause (ii)
hereof, an entity shall be treated as a "corporation" if it satisfies the
definition of a corporation under Section 7701 of the Code.




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2.12 "DATE OF GRANT" means the effective date on which an Award is made to a
Participant as set forth in the applicable Award Agreement; provided, however,
that solely for purposes of Section 16 of the 1934 Act and the rules and
regulations promulgated thereunder, the Date of Grant of an Award shall be the
date of shareholder approval of the Plan if such date is later than the
effective date of such Award as set forth in the Award Agreement.

2.13 "EMPLOYEE" means a common law employee (as defined in accordance with the
Regulations and Revenue Rulings then applicable under Section 3401(c) of the
Code) of the Company or any Subsidiary of the Company.

2.14 "FAIR MARKET VALUE" means, as of a particular date, (a) if the shares of
Common Stock are listed on a national securities exchange, the closing sales
price per share of Common Stock on the consolidated transaction reporting system
for the principal securities exchange for the Common Stock on that date, or, if
there shall have been no such sale so reported on that date, on the last
preceding date on which such a sale was so reported, (b) if the shares of Common
Stock are not so listed but are quoted on the Nasdaq National Market System, the
closing sales price per share of Common Stock on the Nasdaq National Market
System on that date, or, if there shall have been no such sale so reported on
that date, on the last preceding date on which such a sale was so reported, (c)
if the Common Stock is not so listed or quoted, the mean between the closing bid
and asked price on that date, or, if there are no quotations available for such
date, on the last preceding date on which such quotations shall be available, as
reported by Nasdaq, or, if not reported by Nasdaq, by the National Quotation
Bureau, Inc., or (d) if none of the above is applicable, such amount as may be
determined by the Board (acting on the advice of an Independent Third Party,
should the Board elect in its sole discretion to utilize an Independent Third
Party for this purpose), in good faith, to be the fair market value per share of
Common Stock.

2.15 "INDEPENDENT THIRD PARTY" means an individual or entity independent of the
Company having experience in providing investment banking or similar appraisal
or valuation services and with expertise generally in the valuation of
securities or other property for purposes of this Plan. The Board may utilize
one or more Independent Third Parties.

2.16 "INCENTIVE STOCK OPTION" means an incentive stock option within the meaning
of Section 422 of the Code, granted pursuant to this Plan.

2.17 "NONQUALIFIED STOCK OPTION" means a nonqualified stock option, granted
pursuant to this Plan, to which Section 421 of the Code does not apply.

2.18 "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.

2.19 "OUTSIDE DIRECTOR" means a director of the Company or a Subsidiary who is
not an Employee.

2.20 "PARTICIPANT" means an Employee, Consultant, or Outside Director of the
Company or a Subsidiary to whom an Award is granted under this Plan.

2.21 "PLAN" means this Texas Standard Oil Company 2002 Equity Incentive Plan, as
amended from time to time.

2.22 "RELOAD STOCK OPTION" means a Nonqualified Stock Option or an Incentive
Stock Option granted pursuant to Section 8.3(b) hereof.




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2.23 "REPORTING PARTICIPANT" means a Participant who is subject to the reporting
requirements of Section 16 of the 1934 Act.

2.24 "RESTRICTED STOCK" means shares of Common Stock issued or transferred to a
Participant pursuant to Section 6.5 of this Plan which are subject to
restrictions or limitations set forth in this Plan and in the related Award
Agreement.

2.25 "RETIREMENT" means any Termination of Service solely due to retirement upon
or after attainment of age 65, or permitted early retirement as determined by
the Committee.

2.26 "STOCK OPTION" means a Nonqualified Stock Option, a Reload Stock Option or
an Incentive Stock Option.

2.27 "SUBSIDIARY" means (i) any corporation in an unbroken chain of corporations
beginning with the Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing a majority of the total
combined voting power of all classes of stock in one of the other corporations
in the chain, (ii) any limited partnership, if the Company or any corporation
described in item (i) above owns a majority of the general partnership interest
and a majority of the limited partnership interests entitled to vote on the
removal and replacement of the general partner, and (iii) any partnership or
limited liability company, if the partners or members thereof are composed only
of the Company, any corporation listed in item (i) above or any limited
partnership listed in item (ii) above. "Subsidiaries" means more than one of any
such corporations, limited partnerships, partnerships or limited liability
companies.

2.27 "TERMINATION OF SERVICE" occurs when a Participant who is an Employee or a
Consultant of the Company or any Subsidiary shall cease to serve as an Employee
or Consultant of the Company and its Subsidiaries, for any reason; or, when a
Participant who is an Outside Director of the Company or a Subsidiary shall
cease to serve as a director of the Company and its Subsidiaries for any reason.

2.28 "TOTAL AND PERMANENT DISABILITY" means a Participant is qualified for
long-term disability benefits under the Company's or Subsidiary's disability
plan or insurance policy; or, if no such plan or policy is then in existence or
if the Participant is not eligible to participate in such plan or policy, 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 continuous months, as determined in good faith
by the Committee; provided, that, with respect to any Incentive Stock Option,
Total and Permanent Disability shall have the meaning given it under the rules
governing Incentive Stock Options under the Code.

                                    ARTICLE 3
                                 ADMINISTRATION

Subject to the terms of this Article 3, the Plan shall be administered by the
Board or such committee of the Board as is designated by the Board to administer
the Plan (the "COMMITTEE"). The Committee shall consist of not fewer than two
persons. Any member of the Committee may be removed at any time, with or without
cause, by resolution of the Board. Any vacancy occurring in the membership of
the Committee may be filled by appointment by the Board. At any time there is no
Committee to administer the Plan, any references in this Plan to the Committee
shall be deemed to refer to the Board.

If necessary to satisfy the requirements of Section 162(m) of the Code and/or
Rule 16b-3 promulgated under the 1934 Act, membership on the Committee shall be
limited to those members of the Board who are "outside directors" under Section
162(m) of the Code and "non-employee directors" as defined in Rule 16b-3




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promulgated under the 1934 Act. The Committee shall select one of its members to
act as its Chairman. A majority of the Committee shall constitute a quorum, and
the act of a majority of the members of the Committee present at a meeting at
which a quorum is present shall be the act of the Committee.

The Committee shall determine and designate from time to time the eligible
persons to whom Awards will be granted and shall set forth in each related Award
Agreement, where applicable, the Award Period, the Date of Grant, and such other
terms, provisions, limitations, and performance requirements, as are approved by
the Committee, but not inconsistent with the Plan. The Committee shall determine
whether an Award shall include one type of Incentive or two or more Incentives
granted in combination. Although the members of the Committee shall be eligible
to receive Awards, no member of the Committee shall participate in any decisions
regarding any Award granted hereunder to such member. All decisions with respect
to any Award, and the terms and conditions thereof, to be granted under the Plan
to any member of the Committee shall be made solely and exclusively by the other
members of the Committee, or if such member is one of only two members of the
Committee, by the Board.

The Committee, 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, (iii) establish performance goals for an Award and
certify the extent of their achievement, and (iv) make such other determinations
or certifications 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 Committee shall be final, binding, and conclusive on
all interested parties.

The Committee may delegate to officers of the Company, pursuant to a written
delegation, the authority to perform specified functions under the Plan. Any
actions taken by any officers of the Company pursuant to such written delegation
of authority shall be deemed to have been taken by the Committee.
Notwithstanding the foregoing, to the extent necessary to satisfy the
requirements of Section 162(m) of the Code and/or Rule 16b-3 promulgated under
the 1934 Act, any function relating to a Reporting Participant or a covered
employee (as defined in Section 162(m) of the Code) shall be performed solely by
the Committee.

With respect to restrictions in the Plan that are based on the requirements of
Rule 16b-3 promulgated under the 1934 Act, Section 422 of the Code, Section
162(m) of the Code, the rules of any exchange or inter-dealer quotation system
upon which the Company's securities are listed or quoted, or any other
applicable law, rule or restriction (collectively, "APPLICABLE LAW"), to the
extent that any such restrictions are no longer required by applicable law, the
Committee shall have the sole discretion and authority to grant Awards that are
not subject to such mandated restrictions and/or to waive any such mandated
restrictions with respect to outstanding Awards.

                                    ARTICLE 4
                                   ELIGIBILITY

Any Employee (including an Employee who is also a director or an officer),
Outside Director, or Consultant of the Company or any Subsidiary whose judgment,
initiative, and efforts contributed or may be expected to contribute to its
successful performance is eligible to participate in the Plan; provided, that
only Employees of a Corporation shall be eligible to receive Incentive Stock
Options. The Committee, upon its own action, may grant, but shall not be
required to grant, an Award to any Employee, Outside Director, or Consultant of
the Company or any Subsidiary. Awards may be granted by the Committee at any
time and from time to time to new Participants, or to then Participants, or to a
greater or lesser number of Participants, and may include or exclude previous
Participants, as the Committee shall determine. Except as required by this Plan,
Awards granted at different times need not contain similar provisions. The
Committee's determinations under the Plan



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(including without limitation determinations of which Employees, Outside
Directors, or Consultants, if any, are to receive Awards, the form, amount and
timing of such Awards, the terms and provisions of such Awards and the
agreements evidencing same) need not be uniform and may be made by it
selectively among Participants who receive, or are eligible to receive, Awards
under the Plan.

                                    ARTICLE 5
                             SHARES SUBJECT TO PLAN

5.1 NUMBER AVAILABLE FOR AWARDS. Subject to adjustment as provided in Articles
11 and 12, the maximum number of shares of Common Stock that may be delivered
pursuant to Awards granted under the Plan is 300,000 shares. Shares to be issued
may be made available from authorized but unissued Common Stock, Common Stock
held by the Company in its treasury, or Common Stock purchased by the Company on
the open market or otherwise. During the term of this Plan, the Company will at
all times reserve and keep available the number of shares of Common Stock that
shall be sufficient to satisfy the requirements of this Plan.

5.2 REUSE OF SHARES. Subject to Section 5.2(c), if, and to the extent:

     (a) A Stock Option shall expire or terminate for any reason without having
     been exercised in full, or in the event that a Stock Option is exercised or
     settled in a manner such that some or all of the shares of Common Stock
     relating to the Stock Option are not issued to the Participant (or
     beneficiary) (including as the result of the use of shares for withholding
     taxes), the shares of Common Stock subject thereto which have not become
     outstanding shall (unless the Plan shall have sooner terminated) become
     available for issuance under the Plan; in addition, with respect to any
     share-for-share exercise or cashless exercise pursuant to Section 8.3 or
     otherwise, only the "net" shares issued shall be deemed to have become
     outstanding for purposes of the Plan as a result thereof.

     (b) If shares of Restricted Stock under the Plan are forfeited for any
     reason, such shares of Restricted Stock shall (unless the Plan shall have
     sooner terminated) become available for issuance under the Plan; provided,
     however, that if any dividends paid with respect to shares of Restricted
     Stock were paid to the Participant prior to the forfeiture thereof, such
     shares shall not be reused for grants or awards.

     (c) In no event shall the number of shares of Common Stock subject to
     Incentive Stock Options exceed, in the aggregate, 300,000 shares of Common
     Stock plus shares subject to Incentive Stock Options which are forfeited or
     terminated, or expire unexercised.

                                    ARTICLE 6
                                 GRANT OF AWARDS

6.1 IN GENERAL. The Company shall execute an Award Agreement with a Participant
after the Committee approves the issuance of an Award. Any Award granted
pursuant to this Plan must be granted within ten years after the date of
adoption of this Plan. The Plan shall be submitted to the Company's shareholders
for approval; however, the Committee may grant Awards under the Plan prior to
the time of shareholder approval. Any such Award granted prior to such
shareholder approval shall be made subject to such shareholder approval. The
grant of an Award to a Participant shall not be deemed either to entitle the
Participant to, or to disqualify the Participant from, receipt of any other
Award under the Plan.




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6.2 STOCK OPTIONS. The grant of an Award of Stock Options shall be authorized by
the Committee and shall be evidenced by an Award Agreement setting forth: (i)
the Incentive or Incentives being granted, (ii) the total number of shares of
Common Stock subject to the Incentive(s), (iii) the Option Price, (iv) the Award
Period, (v) the Date of Grant, and (vi) such other terms, provisions,
limitations, and performance objectives, as are approved by the Committee, but
not inconsistent with the Plan.

6.3 OPTION PRICE. The Option Price for any share of Common Stock which may be
purchased under a Nonqualified Stock Option for any share of Common Stock may be
less than, equal to, or greater than the Fair Market Value of the share on the
Date of Grant. The Option Price for any share of Common Stock which may be
purchased under an Incentive Stock Option must be at least equal to the Fair
Market Value of the share on the Date of Grant; if an Incentive Stock Option is
granted to an Employee who owns or is deemed to own (by reason of the
attribution rules of Section 424(d) of the Code) more than ten percent of the
combined voting power of all classes of stock of the Company (or any parent or
Subsidiary), the Option Price shall be at least 110% of the Fair Market Value of
the Common Stock on the Date of Grant.

6.4 MAXIMUM ISO GRANTS. The Committee may not grant Incentive Stock Options
under the Plan to any Employee which would permit the aggregate Fair Market
Value (determined on the Date of Grant) of the Common Stock with respect to
which Incentive Stock Options (under this and any other plan of the Company and
its Subsidiaries) are exercisable for the first time by such Employee during any
calendar year to exceed $100,000. To the extent any Stock Option granted under
this Plan which is designated as an Incentive Stock Option exceeds this limit or
otherwise fails to qualify as an Incentive Stock Option, such Stock Option (or
any such portion thereof) shall be a Nonqualified Stock Option. In such case,
the Committee shall designate which stock will be treated as Incentive Stock
Option stock by causing the issuance of a separate stock certificate and
identifying such stock as Incentive Stock Option stock on the Company's stock
transfer records.

6.5 RESTRICTED STOCK. If Restricted Stock is granted to or received by a
Participant under an Award (including a Stock Option), the Committee shall set
forth in the related Award Agreement: (i) the number of shares of Common Stock
awarded, (ii) the price, if any, to be paid by the Participant for such
Restricted Stock and the method of payment of the price, (iii) the time or times
within which such Award may be subject to forfeiture, (iv) specified performance
goals of the Company, a Subsidiary, any division thereof or any group of
Employees of the Company, or other criteria, which the Committee determines must
be met in order to remove any restrictions (including vesting) on such Award,
and (v) all other terms, limitations, restrictions, and conditions of the
Restricted Stock, which shall be consistent with this Plan. The provisions of
Restricted Stock need not be the same with respect to each Participant. If the
Committee establishes a purchase price for an Award of Restricted Stock, the
Participant must accept such Award within a period of 30 days (or such shorter
period as the Committee may specify) after the Date of Grant by executing the
applicable Award Agreement and paying such purchase price.

     (a) Legend on Shares. Each Participant who is awarded or receives
     Restricted Stock shall be issued a stock certificate or certificates in
     respect of such shares of Common Stock. Such certificate(s) shall be
     registered in the name of the Participant, and shall bear an appropriate
     legend referring to the terms, conditions, and restrictions applicable to
     such Restricted Stock, substantially as provided in Section 15.9 of the
     Plan.

     (b) Restrictions and Conditions. Shares of Restricted Stock shall be
     subject to the following restrictions and conditions:

          (i) Subject to the other provisions of this Plan and the terms of the
          particular Award Agreements, during such period as may be determined
          by the Committee commencing on the Date of Grant or the date of
          exercise of an Award (the "RESTRICTION PERIOD"), the Participant



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          shall not be permitted to sell, transfer, pledge or assign shares of
          Restricted Stock. Except for these limitations, the Committee may, in
          its sole discretion, remove any or all of the restrictions on such
          Restricted Stock whenever it may determine that, by reason of changes
          in applicable laws or other changes in circumstances arising after the
          date of the Award, such action is appropriate.

          (ii) Except as provided in sub-paragraph (i) above or in the
          applicable Award Agreement, the Participant shall have, with respect
          to his or her Restricted Stock, all of the rights of a shareholder of
          the Company, including the right to vote the shares, and the right to
          receive any dividends thereon. Certificates for shares of Common Stock
          free of restriction under this Plan shall be delivered to the
          Participant promptly after, and only after, the Restriction Period
          shall expire without forfeiture in respect of such shares of Common
          Stock and/or after any other restrictions imposed on such shares of
          Common Stock by the applicable Award Agreement or other agreement have
          expired. Certificates for the shares of Common Stock forfeited under
          the provisions of the Plan and the applicable Award Agreement shall be
          promptly returned to the Company by the forfeiting Participant. Each
          Award Agreement shall require that each Participant, in connection
          with the issuance of a certificate for Restricted Stock, shall endorse
          such certificate in blank or execute a stock power in form
          satisfactory to the Company in blank and deliver such certificate and
          executed stock power to the Company.

          (iii) The Restriction Period of Restricted Stock shall commence on the
          Date of Grant or the date of exercise of an Award, as specified in the
          Award Agreement, and, subject to Article 12 of the Plan, unless
          otherwise established by the Committee in the Award Agreement setting
          forth the terms of the Restricted Stock, shall expire upon
          satisfaction of the conditions set forth in the Award Agreement; such
          conditions may provide for vesting based on (i) length of continuous
          service, (ii) achievement of specific business objectives, (iii)
          increases in specified indices, (iv) attainment of specified growth
          rates, or (v) other comparable measurements of Company performance, as
          may be determined by the Committee in its sole discretion.

          (iv) Except as otherwise provided in the particular Award Agreement,
          upon Termination of Service for any reason during the Restriction
          Period, the nonvested shares of Restricted Stock shall be forfeited by
          the Participant. In the event a Participant has paid any consideration
          to the Company for such forfeited Restricted Stock, the Committee
          shall specify in the Award Agreement that either (i) the Company shall
          be obligated to, or (ii) the Company may, in its sole discretion,
          elect to, pay to the Participant, as soon as practicable after the
          event causing forfeiture, in cash, an amount equal to the lesser of
          the total consideration paid by the Participant for such forfeited
          shares or the Fair Market Value of such forfeited shares as of the
          date of Termination of Service, as the Committee, in its sole
          discretion shall select. Upon any forfeiture, all rights of a
          Participant with respect to the forfeited shares of the Restricted
          Stock shall cease and terminate, without any further obligation on the
          part of the Company.

6.6 MAXIMUM INDIVIDUAL GRANTS. No Participant may receive during any fiscal year
of the Company Awards covering an aggregate of more than 100,000 shares of
Common Stock.




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                                    ARTICLE 7
                              AWARD PERIOD; VESTING

7.1 AWARD PERIOD.

     (a) Subject to the other provisions of this Plan, the Committee shall
     specify in the Award Agreement the Award Period for a Stock Option. No
     Stock Option granted under the Plan may be exercised at any time after the
     end of its Award Period. The Award Period for any Stock Option shall be no
     more than ten years from the Date of Grant of the Stock Option. However, if
     an Employee owns or is deemed to own (by reason of the attribution rules of
     Section 424(d) of the Code) more than ten percent of the combined voting
     power of all classes of stock of the Company (or any parent or Subsidiary)
     and an Incentive Stock Option is granted to such Employee, the Award Period
     of such Incentive Stock Option (to the extent required by the Code at the
     time of grant) shall be no more than five years from the Date of Grant.

     (b) In the event of a Termination of Service of a Participant, the Award
     Period for a Stock Option shall be reduced or terminated in accordance with
     the Award Agreement.

7.2 VESTING. The Committee, in its sole discretion, may determine that an
Incentive will be immediately vested in whole or in part, or that all or any
portion may not be vested until a date, or dates, subsequent to its Date of
Grant, or until the occurrence of one or more specified events, subject in any
case to the terms of the Plan. If the Committee imposes conditions upon vesting,
then, subsequent to the Date of Grant, the Committee may, in its sole
discretion, accelerate the date on which all or any portion of the Incentive may
be vested.

                                    ARTICLE 8
                              EXERCISE OF INCENTIVE

8.1 IN GENERAL. The Committee, in its sole discretion, may determine that a
Stock Option will be immediately exercisable, in whole or in part, or that all
or any portion may not be exercised until a date, or dates, subsequent to its
Date of Grant, or until the occurrence of one or more specified events, subject
in any case to the terms of the Plan. If a Stock Option is exercisable prior to
the time it is vested, the Common Stock obtained on the exercise of the Stock
Option shall be Restricted Stock which is subject to the applicable provisions
of the Plan and the Award Agreement. If the Committee imposes conditions upon
exercise, then subsequent to the Date of Grant, the Committee may, in its sole
discretion, accelerate the date on which all or any portion of the Stock Option
may be exercised. No Stock Option may be exercised for a fractional share of
Common Stock. The granting of a Stock Option shall impose no obligation upon the
Participant to exercise that Stock Option.

8.2 SECURITIES LAW AND EXCHANGE RESTRICTIONS. In no event may an Incentive be
exercised or shares of Common Stock be issued pursuant to an Award if a
necessary listing or quotation of the shares of Common Stock on a stock exchange
or inter-dealer quotation system or any registration under state or federal
securities laws required under the circumstances has not been accomplished.

8.3 EXERCISE OF STOCK OPTION.

     (a) Notice and Payment. Subject to such administrative regulations as the
     Committee may from time to time adopt, a Stock Option may be exercised by
     the delivery of written notice to the Committee setting forth the number of
     shares of Common Stock with respect to which the Stock Option is to be
     exercised and the date of exercise thereof (the "EXERCISE DATE") which
     shall be at least three days after



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     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 provided in the Award Agreement, which may provide
     for payment in any one or more of the following ways: (a) cash or check,
     bank draft, or money order payable to the order of the Company, (b) Common
     Stock (including Restricted Stock) owned by the Participant on the Exercise
     Date, valued at its Fair Market Value on the Exercise Date, and which the
     Participant has not acquired from the Company within six months prior to
     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 Committee in its sole discretion. In the event that shares of
     Restricted Stock are tendered as consideration for the exercise of a Stock
     Option, a number of shares of Common Stock issued upon the exercise of the
     Stock Option equal to the value of Restricted Stock used as consideration
     therefor shall be subject to the same restrictions and provisions as the
     Restricted Stock so tendered.

     (b) Reload Stock Options. In the event that shares of Common Stock are
     delivered by a Participant in payment of all or a portion of the exercise
     price of a Stock Option as set forth in Section 8.3(a) above and/or shares
     of Common Stock are delivered to or withheld by the Company in satisfaction
     of the Company's tax withholding obligations upon exercise in accordance
     with Section 15.6 hereof, then, subject to Article 10 hereof, the Committee
     may authorize the automatic grant to a Participant so exercising a
     Nonqualified Stock Option, a replacement Nonqualified Stock Option, and to
     a Participant so exercising an Incentive Stock Option, a replacement
     Incentive Stock Option (in either case, a "RELOAD STOCK OPTION"), to
     purchase that number of shares so delivered to or withheld by the Company,
     as the case may be, at an option exercise price equal to the Fair Market
     Value per share of the Common Stock on the date of exercise of the original
     Stock Option (subject to the provisions of the Plan regarding Incentive
     Stock Options and, in any event not less than the par value per share of
     the Common Stock). The option period for a Reload Stock Option will
     commence on its Date of Grant and expire on the expiration date of the
     original Stock Option it replaces (subject to the provisions of the Plan
     regarding Incentive Stock Options), after which period the Reload Stock
     Option cannot be exercised. The Date of Grant of a Reload Stock Option
     shall be the date that the Stock Option it replaces is exercised. A Reload
     Stock Option shall automatically vest and be exercisable in full after the
     expiration of six months from its Date of Grant. It shall be a condition to
     the grant of a Reload Stock Option that promptly after its Date of Grant, a
     stock option agreement shall be delivered to the Participant and executed
     by the Participant and the Company which sets forth the total number of
     shares subject to the Reload Stock Option, the option exercise price, the
     option period of the Reload Stock Option and such other terms and
     provisions as are consistent with the Plan.

     (c) Issuance of Certificate. Except as otherwise provided in Section 6.5
     hereof (with respect to shares of Restricted Stock) or in the applicable
     Award Agreement, upon payment of all amounts due from the Participant, the
     Company shall cause certificates for the Common Stock then being purchased
     to be delivered as directed by the Participant (or the person exercising
     the Participant's Stock Option in the event of his death) at its principal
     business office promptly after the Exercise Date; provided, that if the
     Participant has exercised an Incentive Stock Option, the Company may at its
     option retain physical possession of the certificate evidencing the shares
     acquired upon exercise until the expiration of the holding periods
     described in Section 422(a)(1) of the Code. The obligation of the Company
     to deliver shares of Common Stock shall, however, be subject to the
     condition that, if at any time the Committee shall determine in its
     discretion that the listing, registration, or qualification of the Stock




                                       10
<PAGE>

     Option or the Common Stock upon any securities exchange or inter-dealer
     quotation system or under any state or federal law, or the consent or
     approval of any governmental regulatory body, is necessary as a condition
     of, or in connection with, the Stock Option or the issuance or purchase of
     shares of Common Stock 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
     reasonably acceptable to the Committee.

     (d) Failure to Pay. 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 Stock Option and right to purchase such Common Stock may be
     forfeited by the Company.

8.4 DISQUALIFYING DISPOSITION OF INCENTIVE STOCK OPTION. If shares of Common
Stock acquired upon exercise of an Incentive Stock Option are disposed of by a
Participant prior to the expiration of either two years from the Date of Grant
of such Stock Option or one year from the transfer of shares of Common Stock to
the Participant pursuant to the exercise of such Stock Option, or in any other
disqualifying disposition within the meaning of Section 422 of the Code, such
Participant shall notify the Company in writing of the date and terms of such
disposition. A disqualifying disposition by a Participant shall not affect the
status of any other Stock Option granted under the Plan as an Incentive Stock
Option within the meaning of Section 422 of the Code.

                                    ARTICLE 9
                           AMENDMENT OR DISCONTINUANCE

Subject to the limitations set forth in this Article 9, the Board may at any
time and from time to time, without the consent of the Participants, alter,
amend, revise, suspend, or discontinue the Plan in whole or in part; provided,
however, that no amendment which requires shareholder approval in order for the
Plan and Incentives awarded under the Plan to continue to comply with Sections
162(m), 421, and 422 of the Code, including any successors to such Sections,
shall be effective unless such amendment shall be approved by the requisite vote
of the shareholders of the Company entitled to vote thereon. Any such amendment
shall, to the extent deemed necessary or advisable by the Committee, be
applicable to any outstanding Incentives theretofore granted under the Plan,
notwithstanding any contrary provisions contained in any Award Agreement. In the
event of any such amendment to the Plan, the holder of any Incentive outstanding
under the Plan shall, upon request of the Committee and as a condition to the
exercisability thereof, execute a conforming amendment in the form prescribed by
the Committee to any Award Agreement relating thereto. Notwithstanding anything
contained in this Plan to the contrary, unless required by law, no action
contemplated or permitted by this Article 9 shall adversely affect any rights of
Participants or obligations of the Company to Participants with respect to any
Incentive theretofore granted under the Plan without the consent of the affected
Participant.

                                   ARTICLE 10
                                      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 January 4, 2012, but Incentives granted before that date will continue to be
effective in accordance with their terms and conditions.




                                       11
<PAGE>
                                   ARTICLE 11
                               CAPITAL ADJUSTMENTS

In the event that the Committee shall determine that any dividend or other
distribution (whether in the form of cash, Common Stock, other securities, or
other property), recapitalization, stock split, reverse stock split, rights
offering, reorganization, merger, consolidation, split-up, spin-off, split-off,
combination, subdivision, repurchase, or exchange of Common Stock or other
securities of the Company, issuance of warrants or other rights to purchase
Common Stock or other securities of the Company, or other similar corporate
transaction or event affects the Common Stock such that an adjustment is
determined by the Committee to be appropriate to prevent the dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, in such manner as it may deem
equitable, adjust any or all of the (i) the number of shares and type of Common
Stock (or the securities or property) which thereafter may be made the subject
of Awards, (ii) the number of shares and type of Common Stock (or other
securities or property) subject to outstanding Awards, (iii) the number of
shares and type of Common Stock (or other securities or property) specified as
the annual per-participant limitation under Section 6.6 of the Plan, (iv) the
Option Price of each outstanding Award, and (v) the amount, if any, the Company
pays for forfeited shares of Common Stock in accordance with Section 6.5;
provided, however, that the number of shares of Common Stock (or other
securities or property) subject to any Award shall always be a whole number. In
lieu of the foregoing, if deemed appropriate, the Committee may make provision
for a cash payment to the holder of an outstanding Award. Notwithstanding the
foregoing, no such adjustment or cash payment shall be made or authorized to the
extent that such adjustment or cash payment would cause the Plan or any Stock
Option to violate Code Section 422. Such adjustments shall be made in accordance
with the rules of any securities exchange, stock market, or stock quotation
system to which the Company is subject.

Upon the occurrence of any such adjustment or cash payment, the Company shall
provide notice to each affected Participant of its computation of such
adjustment or cash payment which shall be conclusive and shall be binding upon
each such Participant.

                                   ARTICLE 12
                   RECAPITALIZATION, MERGER AND CONSOLIDATION

12.1 NO EFFECT ON COMPANY'S AUTHORITY. The existence of this Plan and Incentives
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 issuance 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.

12.2 CONVERSION OF INCENTIVES WHERE COMPANY SURVIVES. Subject to any required
action by the shareholders, if the Company shall be the surviving or resulting
corporation in any merger, consolidation or share exchange, any Incentive
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 Incentive would have been entitled.

12.3 EXCHANGE OR CANCELLATION OF INCENTIVES WHERE COMPANY DOES NOT SURVIVE. In
the event of any merger, consolidation or share exchange 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 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,
resulting or consolidated company which were distributed or



                                       12
<PAGE>

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 Stock Options may be canceled by the
Company, in its sole discretion, as of the effective date of any such
reorganization, merger, consolidation, or share exchange, or of any proposed
sale of all or substantially all of the assets of the Company, or of any
dissolution or liquidation of the Company, by either:

     (a) giving notice to each holder thereof or his personal representative of
     its intention to cancel such Stock Options and permitting the purchase
     during the 30 day period next preceding such effective date of any or all
     of the shares subject to such outstanding Stock Options, including in the
     Board's discretion some or all of the shares as to which such Stock Options
     would not otherwise be vested and exercisable; or

     (b) paying the holder thereof an amount equal to a reasonable estimate of
     the difference between the net amount per share payable in such transaction
     or as a result of such transaction, and the exercise price per share of
     such Stock Option (hereinafter the "SPREAD"), multiplied by the number of
     shares subject to the Stock Option. In cases where the shares constitute,
     or would after exercise, constitute Restricted Stock, the Company, in its
     discretion may include some or all of those shares in the calculation of
     the amount payable hereunder. In estimating the Spread, appropriate
     adjustments to give effect to the existence of the Stock Options shall be
     made, such as deeming the Stock Options to have been exercised, with the
     Company receiving the exercise price payable thereunder, and treating the
     shares receivable upon exercise of the Options as being outstanding in
     determining the net amount per share. In cases where the proposed
     transaction consists of the acquisition of assets of the Company, the net
     amount per share shall be calculated on the basis of the net amount
     receivable with respect to shares of Common Stock upon a distribution and
     liquidation by the Company after giving effect to expenses and charges,
     including but not limited to taxes, payable by the Company before such
     liquidation could be completed.

                                   ARTICLE 13
                           LIQUIDATION OR DISSOLUTION

Subject to Section 12.3 hereof, in case the Company shall, at any time while any
Incentive 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 shall be entitled to receive, in lieu of each
share of Common Stock of the Company which such Participant would have been
entitled to receive under the Incentive, the same kind and amount of any
securities or assets as may be issuable, distributable, or payable upon any such
sale, dissolution, liquidation, 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 Incentive, 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 Option 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.




                                       13
<PAGE>
                                   ARTICLE 14
                         INCENTIVES IN SUBSTITUTION FOR
                      INCENTIVES GRANTED BY OTHER ENTITIES

Incentives may be granted under the Plan from time to time in substitution for
similar instruments held by employees or directors of a corporation,
partnership, or limited liability company who become or are about to become
Employees or Outside Directors of the Company or any Subsidiary as a result of a
merger or consolidation of the employing corporation with the Company, the
acquisition by the Company of equity of the employing entity, or any other
similar transaction pursuant to which the Company becomes the successor
employer. The terms and conditions of the substitute Incentives so granted may
vary from the terms and conditions set forth in this Plan to such extent as the
Committee at the time of grant may deem appropriate to conform, in whole or in
part, to the provisions of the Incentives in substitution for which they are
granted.

                                   ARTICLE 15
                            MISCELLANEOUS PROVISIONS

15.1 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 Incentives 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.

15.2 NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Plan nor any Incentive
granted under the Plan shall confer upon any Participant any right with respect
to continuance of employment by the Company or any Subsidiary.

15.3 INDEMNIFICATION OF BOARD AND COMMITTEE. No member of the Board or the
Committee, nor any officer or Employee of the Company acting on behalf of the
Board or the Committee, 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 the Committee, each officer of the
Company, and each Employee of the Company acting on behalf of the Board or the
Committee shall, to the extent permitted by law, be fully indemnified and
protected by the Company in respect of any such action, determination, or
interpretation.

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

15.5 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 Incentive 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 inter-dealer quotation system or other forum in which shares of
Common Stock are quoted or traded (including without limitation Section 16 of
the 1934 Act and Section 162(m) of the Code); and, as a condition of any sale or
issuance of shares of Common Stock under an Incentive, the Committee may require
such agreements or undertakings, if any, as the Committee may deem necessary or
advisable to assure compliance with any such law or regulation. The Plan, the
grant and exercise of Incentives 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.




                                       14
<PAGE>

15.6 TAX REQUIREMENTS. The Company shall have the right to deduct from all
amounts hereunder paid in cash or another form, any Federal, state, or local
taxes required by law to be withheld with respect to such payments. The
Participant receiving shares of Common Stock issued under the Plan 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.
Notwithstanding the foregoing, in the event of an assignment of a Nonqualified
Stock Option pursuant to Section 15.7, the Participant who assigns the
Nonqualified Stock Option shall remain subject to withholding taxes upon
exercise of the Nonqualified Stock Option by the transferee to the extent
required by the Code or the rules and regulations promulgated thereunder. 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 (i) by the
delivery of cash to the Company in an amount that equals or exceeds (to avoid
the issuance of fractional shares under (iii) below) the required tax
withholding obligation of the Company; (ii) the actual delivery by the
exercising Participant to the Company of shares of Common Stock that the
Participant has not acquired from the Company within six months prior to the
date of exercise, which shares so delivered have an aggregate Fair Market Value
that equals or exceeds (to avoid the issuance of fractional shares under (iii)
below) the required tax withholding payment; (iii) the Company's withholding of
a number of shares to be delivered upon the exercise of the Stock Option, which
shares so withheld have an aggregate fair market value that equals (but does not
exceed) the required tax withholding payment; or (iv) any combination of (i),
(ii), or (iii).

15.7 STOCK OPTION ASSIGNABILITY. Incentive Stock Options may not be transferred,
assigned, pledged, hypothecated or otherwise conveyed or encumbered other than
by will or the laws of descent and distribution and may be exercised during the
lifetime of the Participant only by the Participant or the Participant's legally
authorized representative, and each Award Agreement in respect of an Incentive
Stock Option shall so provide. The designation by a Participant of a beneficiary
will not constitute a transfer of the Stock Option. The Committee may waive or
modify any limitation contained in the preceding sentences of this Section 15.7
that is not required for compliance with Section 422 of the Code.

Except as otherwise provided herein, Nonqualified Stock Options may not be
transferred, assigned, pledged, hypothecated or otherwise conveyed or encumbered
other than by will or the laws of descent and distribution. The Committee may,
in its discretion, authorize all or a portion of a Nonqualified Stock Option
granted to a Participant to be on terms which permit transfer by such
Participant to (i) the spouse (or former spouse), children or grandchildren of
the Participant ("IMMEDIATE FAMILY MEMBERS"), (ii) a trust or trusts for the
exclusive benefit of such Immediate Family Members, (iii) a partnership in which
the only partners are (1) such Immediate Family Members and/or (2) entities
which are controlled by Immediate Family Members, (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, (y) the Award Agreement
pursuant to which such Nonqualified Stock Option is granted must be approved by
the Committee and must expressly provide for transferability in a manner
consistent with this Section, and (z) subsequent transfers of transferred
Nonqualified Stock Options shall be prohibited except those by will or the laws
of descent and distribution.

Following any transfer, any such Nonqualified 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 8, 9, 11, 13 and 15 hereof the
term "Participant" shall be deemed to include the transferee. The events of
Termination of Service shall continue to be applied with respect to the original
Participant, following which the Nonqualified Stock Options shall be exercisable
by the transferee only to the extent and for the periods specified in the Award
Agreement. The Committee and the Company shall have no obligation to inform any
transferee of a Nonqualified Stock Option of any expiration, termination, lapse
or acceleration of such Stock Option. The



                                       15
<PAGE>

Company shall have no obligation to register with any federal or state
securities commission or agency any Common Stock issuable or issued under a
Nonqualified Stock Option that has been transferred by a Participant under this
Section 15.7.

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

15.9 LEGEND. Each certificate representing shares of Restricted Stock issued to
a Participant shall bear the following legend, or a similar legend deemed by the
Company to constitute an appropriate notice of the provisions hereof (any such
certificate not having such legend shall be surrendered upon demand by the
Company and so endorsed):

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 Texas Standard Oil
          Company 2002 Equity Incentive Plan, a copy of which is on file at the
          principal office of the Company in Houston, 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 pledgee hereof agrees to be
          bound by all of the provisions of said Plan."

The following legend shall be inserted on a certificate evidencing Common Stock
issued under the Plan 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 Houston, Texas.

                                 ***************




                                       16
<PAGE>

IN WITNESS WHEREOF, the Company has caused this instrument to be executed as of
January 4, 2002 by its Chief Executive Officer pursuant to prior action taken by
the Board.


                                              TEXAS STANDARD OIL COMPANY



                                              By:  /s/ Timothy M. Roberson
                                                 ----------------------------
                                              Name:  Timothy M. Roberson
                                              Title:  Chief Executive Officer






                                       17