EXHIBIT 10 (ii) (A) (3)

                                PUMA ENERGY, INC.

                         2000 EMPLOYEE STOCK OPTION PLAN

                        INCENTIVE STOCK OPTION AGREEMENT


                                                 Optionee: Edward W. Blessing

                                                 Number of Shares: 160,000

                                                 Option Price: $1.00

                                                 Date of Grant: February 7, 2001

     1.   Grant of Option.  Puma Energy,  Inc.  ("Company") hereby grants to the
above- named  optionee  ("Optionee"),  under its 2000 Employee Stock Option Plan
("Plan"),  an Incentive Stock Option  ("Option") to purchase at the Option Price
per share and on the terms and conditions  set forth in this agreement  ("Option
Agreement")  shares  ("Shares") of its Common Stock  ("Common  Stock") as stated
above.  The Plan is  incorporated  herein by  reference  and made a part of this
Option Agreement. Capitalized terms not defined herein shall have the respective
meanings set forth in the Plan.

     2.   Period of Option  and  Limitations  on Right to  Exercise.  The Option
shall expire at 5:00 p.m., Dallas Time, on February 6, 2011 ("Expiration Date"),
unless  sooner  terminated  after  the  date of the  Optionee's  termination  of
employment  with the  Company  by  reason  of  Disability  or death as set forth
herein.

     3.   Exercise and Vesting.

          3.1  Such options shall be fully vested and  exercisable  in full upon
          the grant hereof.

          3.2  The exercise  price for the options  granted  hereby shall be the
     amount set forth above,  which  exceeds the fair market value of the shares
     of the Company as of the date hereof.

          3.3  Options are non-transferable by Optionee, but may be exercised by
     the estate of the Optionee at any time within 12 months following his death
     or  Disability,  but only to the extent the options are  exercisable on the
     date of death.


<PAGE>

          3.4  The  amounts of  options  and shares  subject  to  issuance  upon
     exercise of options shall be adjusted for any stock split,  stock  dividend
     or recapitalization of the Company's common stock.

          3.5  Upon the  termination of employment of the Optionee other than as
     a result of his death or Disability,  the Optionee may exercise the Option,
     subject to its terms as set forth in this  Option  Agreement  only within a
     period of three (3) months after the date of termination of employment.

          3.6  The Option shall be exercised by written  notice  directed to the
     Secretary of the Company.  Such written notice shall be accompanied by full
     payment in cash,  Common Stock (to the extent permitted by the Compensation
     Committee  in its sole  discretion)  which was  previously  acquired by the
     Optionee,  or  any  combination  thereof  acceptable  to  the  Compensation
     Committee (in its sole  discretion)  for the number of Shares  specified in
     such  written  notice.  The value of the  surrendered  Common Stock used in
     payment of the  exercise  price under the Option shall be equal to the Fair
     Market  Value  thereof  on the date of  exercise,  and the  Optionee  shall
     deliver to the Company a  certificate  or  certificates  representing  such
     shares  duly  endorsed  to the Company or  accompanied  by a  duly-executed
     separate instrument of transfer satisfactory to the Committee.

          3.7  The  Optionee   recognizes  that  the  Committee  may  make  such
     provisions and take such steps as it may deem necessary or appropriate  for
     the withholding of any taxes that the Company or any Subsidiary is required
     by any law or regulation or any  governmental  authority,  whether Federal,
     state  or  local,  domestic  or  foreign,  to make in  connection  with the
     Optionee's  exercise of the Option.  If the  Optionee is required to pay to
     the Company an amount required to be withheld under  applicable  income tax
     laws in  connection  with the  exercise of the  Option,  the  Optionee  may
     satisfy such  obligation  in whole or in part by making an election to have
     the Company (i) withhold  from the  distribution  of shares of Common Stock
     issuable  upon  exercise of the Option  shares  having a Fair Market  Value
     equal to the amount so required to be  withheld,  or (ii) accept  shares of
     Common  Stock  previously  acquired by Optionee  having a Fair Market Value
     equal to the amount so required to be withheld.

          3.8  Subject to the terms of this Option Agreement,  the Option may be
     exercised  at any time and without  regard to any other  option to purchase
     stock of the Company held by the Optionee.

     4.   Nontransferability.  The Option is not transferable  except by will or
by the laws of descent  and  distribution  and is subject to the  provisions  of
Section 8 hereof.  The  Option  may be  exercised  during  the  lifetime  of the
Optionee only by the Optionee.

     5.   Limitation  of  Rights.  The  Optionee  shall  have  no  rights  as  a
stockholder  with respect to the Shares covered by the Option until the Optionee
shall become the holder of record of such Shares. Neither the Plan, the granting
of the Option nor this  Option  Agreement  shall  impose any  obligation  on the
Company or any Subsidiary to continue the employment of the Optionee.


<PAGE>

     6.   Stock Reserve.  The Company shall at all times during the term of this
Option  Agreement  reserve  and keep  available  such number of shares of Common
Stock as  shall  be  sufficient  to  satisfy  the  requirements  of this  Option
Agreement.  The  Company  shall  pay all  original  issue  taxes (if any) on the
exercise of the Option, and all other fees and expenses  necessarily incurred by
the Company in connection therewith.

     7.   Optionee's Covenant. The Optionee hereby agrees to use his or her best
efforts to  provide  services  to the  Company  in a  workmanlike  manner and to
promote the Company's interests.

     8.   Restriction on Transfer.  Except as otherwise  provided in this Option
Agreement,  the Option and all rights and privileges granted hereunder shall not
be  transferred,  assigned,  pledged  or  hypothecated  in any way,  whether  by
operation of law or otherwise, and shall not be subject to execution, attachment
or similar process.

     9.   Restrictions  on  Issuance  of  Shares.  If at any time  the  Board of
Directors or the Committee shall  determine,  in its  discretion,  that listing,
registration  or  qualification  of the Shares  covered  by the Option  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 to the exercise of the Option,  the shares  acquired  upon exercise of
this Option may not be sold in whole or in part  unless and until such  listing,
registration,  qualification,  consent or approval  shall have been  effected or
obtained free of any  conditions not acceptable to the Board of Directors or the
Committee.

     10.  Plan Controls.  In the event of any actual or alleged conflict between
the  provisions  of the Plan and the  provisions of this Option  Agreement,  the
provisions of the Plan shall be controlling, and determinative.

     11.  Successors.  This Option Agreement shall be binding upon any successor
of the Company,  in accordance  with the terms of this Option  Agreement and the
Plan.

     12.  Interpretation. It is the intent of the parties hereto that the Option
qualify for  incentive  stock  option  treatment  pursuant to, and to the extent
permitted by,  Section 422 of the Code.  All  provisions  hereof are intended to
have,  and  shall  be  construed  to have,  such  meanings  as are set  forth in
applicable  provisions of the Code and Treasury  Regulations to allow the Option
to so qualify.

     13.  Defined  Terms.  The  following   capitalized  terms  shall  have  the
following definitions.

<PAGE>

          (i)  Disability  means a permanent  disability  as  determined  by the
     Committee  consistent  with the definition  under Section  422(c)(7) of the
     Code.

          (ii) Fair market  Value  means the closing  price of the shares on the
     stock  exchange or market on which the Common Stock is primarily  traded on
     the day on which  such  value is to be  determined  or, if no  shares  were
     traded on such day, on the next  preceding day on which shares were traded,
     as reported  by the  National  Quotation  Bureau,  Inc.  or other  national
     quotation service.

     14.  Copy of Plan.  Optionee  acknowledges  receipt of a description of the
Plan, and in consideration of the foregoing grant, accepts the provisions of the
Plan and agrees to the above  terms and  conditions.  Copies of the Plan will be
made available,  and in the event of any conflict  between the terms of the Plan
and this Agreement or the description, the Plan shall control.

     15.  Investment  Intent.  The Optionee  hereby  represents  and warrants as
follows:

          a.   The  Shares  will be  acquired  for the  Optionee's  own  account
     without the  participation of any other person,  with the intent of holding
     the Shares for investment and without the intent of participating, directly
     or indirectly,  in a distribution  of the Shares and not with a view to, or
     for  resale in  connection  with,  any  distribution  of the  Shares or any
     portion thereof.

          b.   The Optionee,  through the Optionee's  position with the Company,
     has access to all material information with regard to the Company.

          c.   The  Optionee   will  not  acquire  the  Shares  based  upon  any
     representation,  oral or written,  by any person with respect to the future
     value  of or  income  from  the  Shares  but  rather  upon  an  independent
     examination and judgment as to the prospects of the Company.

          d.   The Shares were not offered to the  Optionee by means of publicly
     disseminated  advertisements or sales literature, nor is the Optionee aware
     of any offers made to other persons by such means.

          e.   The Optionee acknowledges that the Optionee must continue to bear
     the economic risk of the investment in the Shares for an indefinite  period
     and  recognizes   that  the  Shares  will  be:  (i)   transferred   without
     registration under any state or federal law relating to the registration of
     securities  for sale;  and (ii) issued and  transferred  in reliance on the
     exemption from  registration  provided by Section 4(2) of the United States
     Securities Act of 1933, as amended (the "1933 Act").

<PAGE>




     IN WITNESS WHEREOF, the Company,  acting by and through its duly authorized
officers,  has caused this Option Agreement to be executed, and the Optionee has
executed this Option Agreement, all as of the day and year first above written.


                                               PUMA ENERGY, INC.


                                              By:  /s/ Edward W. Blessing
                                                 -------------------------------
                                                 Edward W. Blessing, President




                                                   /s/ Edward W. Blessing
                                                 -------------------------------
                                                 Edward W. Blessing