EXHIBIT 10 (ii) (A) (1)

                                PUMA ENERGY, INC.

                         2001 EMPLOYEE STOCK OPTION PLAN

                                2,000,000 Shares


                               ARTICLE I - GENERAL

1.1  Purpose of the Plan.
     --------------------

     The purpose of the Puma Energy,  Inc. 2001 Employee  Stock Option Plan (the
     "Plan")  is to  assist  Puma  Energy,  Inc.,  a  Florida  corporation  (the
     "Company"),  in securing and  retaining  Key  Participants  of  outstanding
     ability by making it possible to offer them an increased  incentive to join
     or continue in the service of the Company and to increase their efforts for
     its  welfare  through  participation  or  increased  participation  in  the
     ownership and growth of the Company.

1.2  Definitions.
     ------------

     (a)  "Acceleration Event" means any event which in the opinion of the Board
     of  Directors  of the  Company  is likely to lead to  changes in control of
     share  ownership  of the  Company,  whether  or not such  change in control
     actually occurs.

     (b)  "Award" means an Option granted to a Key Participant under the Plan.


     (c)  "Board of  Directors"  or "Board"  means the Board of Directors of the
     Company.


     (d)  "Code" means the Internal Revenue Code of 1986, as amended.

     (e)  "Committee" means the committee referred to in Section 1.3.

     (f)  "Common Stock" means the Common Stock of the Company.

     (g)  "Fair  Market  Value"  means the  closing  price of the  shares on the
     principal  trading 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 NASDAQ. If at any time shares of Common Stock are not traded
     on an exchange or in the  over-the-counter  market, Fair Market Value shall
     be  the  value   determined   by  the  Board  of   Directors  or  Committee
     administering the Plan, taking into  consideration  those factors affecting
     or reflecting value which they deem appropriate.

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     (h)  "Grantee"  means a Key  Participant  to whom an Award is granted under
     the Plan.


     (i)  "Incentive  Share"  means a share of  Common  Stock  awarded  to a Key
     Participant  under Article VI hereof on such terms as are determined by the
     Committee.

     (j)  "Incentive Share Agreement" means a written  agreement in such form as
     the Board or Committee,  as  applicable,  shall approve that  evidences the
     terms and conditions of an award of Incentive Shares hereunder.

     (k)  "Incentive  Stock Option" means an option to purchase shares of Common
     Stock which is intended to qualify as an incentive  stock option as defined
     in Section 422 of the Code.

     (l)  "Key Participant"  means any person,  including  officers,  directors,
     employees,  agents and consultants of the Company or any Subsidiary who are
     designated a Key Participant by the Board or Committee, as applicable,  and
     is or is expected to be primarily  responsible for the management,  growth,
     or  supervision  of some part or all of the  business of the  Company.  The
     power to  determine  who is and who is not a Key  Participant  is  reserved
     solely for the Committee.

     (m)  "Nonqualified  Stock  Option"  means an option to  purchase  shares of
     Common Stock which is not intended to qualify as an Incentive  Stock Option
     as defined in Section 422 of the Code.

     (n)  "Option"  means an  Incentive  Stock  Option or a  Nonqualified  Stock
     Option.

     (o)  "Optionee"  means a Key Participant to whom an Option is granted under
     the Plan.


     (p)  "Parent"  means  any  corporation  which  qualifies  as a parent  of a
     corporation  under the  definition  of "parent  corporation"  contained  in
     Section 425(e) of the Code.

     (q)  "Subsidiary"  means any corporation which qualifies as a subsidiary of
     a corporation under the definition of "subsidiary corporation" contained in
     Section 425(f) of the Code.

     (r)  "Term"  means the  period  during  which a  particular  option  may be
     exercised  as  determined  by the  Committee  and as provided in the option
     agreement.

1.3  Administration of the Plan.
     ---------------------------

     The Plan shall be administered by a committee (the  "Committee")  appointed
     by the Board of  Directors  consisting  solely of two or more  Non-Employee
     Directors,  as defined in Rule 16b-3 (see Section 1.10,  below),  or in the
     absence of an appointment  of such a Committee,  the full Board shall serve
     as the Committee. Subject to the control of the Board, and without limiting
     the control over  decisions  described in Section 1.7, the Committee  shall
     have the power to interpret and apply the Plan and to make  regulations for

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     carrying out its purpose. More particularly,  the Committee shall determine
     which  Key  Participants  shall be  granted  Options  and the terms of such
     grants. When granting Options,  the Committee shall designate the Option as
     either  an  Incentive   Stock  Option  or  a  Nonqualified   Stock  Option.
     Determinations  by  the  Committee  under  the  Plan  (including,   without
     limitation,  determinations  of the  person to  receive  Awards,  the form,
     amount  and timing of such  Awards,  and the terms and  provisions  of such
     Awards and the agreements  evidencing  same) need not be uniform and may be
     made by it  selectively  among  persons  who  receive,  or are  eligible to
     receive,  Awards under the Plan,  whether or not such persons are similarly
     situated. In serving on the Committee,  members thereof shall be considered
     to be acting in their  capacity  as members of the Board of  Directors  and
     shall be entitled to all rights of  indemnification  provided by the Bylaws
     of the Company or otherwise to members of the Board of Directors.

1.4  Shares Subject to the Plan.
     --------------------------

     The total number of shares that may be purchased  pursuant to Options under
     the Plan shall not exceed 2,000,000 shares of Common Stock.  Shares subject
     to the  Options  which  terminate  or  expire  prior to  exercise  shall be
     available  for future  Awards  under the Plan without  again being  charged
     against the limitation of 2,000,000  shares set forth above.  Shares issued
     pursuant  to the Plan may be either  unissued  shares  of  Common  Stock or
     reacquired shares of Common Stock held in treasury.

1.5  Terms and Conditions of Options.
     -------------------------------

     All Options  shall be evidenced by agreements in such form as the Committee
     shall approve from time to time subject to the provisions of Article II and
     Article III, as appropriate, and the following provisions:

     (a)  Exercise.  The Committee shall  determine  whether the Option shall be
     exercisable  in full at any  time  during  the  Term  or in  cumulative  or
     noncumulative installments during the Term.

     (b)  Termination  of Employment or Contractor  Relationship.  An Optionee's
     Options shall expire on the expiration of the Term specified in Section 2.1
     or 3.1 as the case may be,  or upon the  occurrence  of such  events as are
     specified  in the  agreement.  In the event of exercise of the Option after
     termination  of  employment or  contractor  relationship,  the Optionee may
     exercise  the Option only with  respect to the shares which could have been
     purchased  by the Optionee at the date of such  termination,  and then only
     for a period of 90 days thereafter.  However, the Committee may, but is not
     required to, waive any requirements made pursuant to Section 1.5(b) so that
     some or all of the shares subject to the Option may be exercised within the
     time limitation described in this subsection.  An Optionee's  employment or
     contractor  relationship  shall be deemed to terminate on the last date for

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     which he  receives a regular  wage,  salary or  contract  payment.  Whether
     military,  government  or other  service or other  leave of  absence  shall
     constitute a termination of employment  shall be determined in each case by
     the Committee at its  discretion,  and any  determination  by the Committee
     shall be final and  conclusive.  A termination  of employment or contractor
     relationship  shall not occur where the Optionee transfers from the Company
     to one of its Subsidiaries or transfers from a Subsidiary to the Company.

     (c)  Death or Disability.  Upon termination of an Optionee's  employment or
     contractor  relationship by reason of death or disability (as determined by
     the Committee  consistent  with the definition of Section  422(c)(7) of the
     Code),  the Option shall expire on the earlier of the expiration of (i) the
     date  specified  in the  Option  which in no event  shall be later  than 12
     months after the date of such  termination,  or (ii) the Term  specified in
     Section  2.1 or 3.1 as the case may be. The  Optionee or his  successor  in
     interest, as the case may be, may exercise the Option only as to the shares
     that  could  have  been  purchased  by  the  Optionee  at the  date  of his
     termination of employment.  However, the Committee may, but is not required
     to, waive any requirements  made pursuant to Section 1.5(b) so that some or
     all of the shares  subject to the Option may be  exercised  within the time
     limitation described in this subsection.

     (d)  Payment.  Payment for shares as to which an Option is exercised  shall
     be made in such  manner and at such time or times as shall be  provided  in
     the option agreement, including cash, Common Stock of the Company which was
     previously acquired by the Optionee,  or any combination  thereof. The Fair
     Market  Value of the  surrendered  Common  Stock as of the date of exercise
     shall be determined in valuing Common Stock used in payment for Options.

     (e)  Nontransferability.   No  Option  granted  under  the  Plan  shall  be
     transferable other than by will or by the laws of descent and distribution.
     During the lifetime of the Optionee, an Option shall be exercisable only by
     the Optionee.

     (f)  Additional  Provisions.  Each option  agreement may contain such other
     terms and  conditions  not  inconsistent  with the  provisions of the Plan,
     including the award of cash amounts,  as the Committee may deem appropriate
     from time to time.

1.6  Stock Adjustments; Mergers.
     --------------------------

     (a)  Generally.  Notwithstanding  Section 1.4, in the event the outstanding
     shares are  increased  or  decreased  or changed  into or  exchanged  for a
     different number or kind of shares or other securities of the Company or of
     any  other   corporation   by  reason  of  any   merger,   sale  of  stock,
     consolidation, liquidation, recapitalization, reclassification, stock split
     up,  combination of shares,  stock dividend,  or transaction having similar
     effect,  the  total  number of shares  set  forth in  Section  1.4 shall be
     proportionately and appropriately adjusted by the Committee.

     (b)  Options. Following a transaction described in subsection (a) above, if
     the Company continues in existence,  the number and kind of shares that are
     subject  to  any  Option   and  the  option   price  per  share   shall  be
     proportionately  and  appropriately  adjusted  without  any  change  in the
     aggregate  price to be paid therefor  upon  exercise of the Option.  If the

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     Company  will not remain in existence  or  substantially  all of its voting
     Common Stock and Common  Stock will be  purchased by a single  purchaser or
     group of  purchasers  acting  together,  then the Committee may (i) declare
     that all Options shall  terminate 30 days after the Committee gives written
     notice to all Optionee's of their  immediate  right to exercise all Options
     then  outstanding  (without  regard to  limitations  on exercise  otherwise
     contained in the Options),  or (ii) notify all Optionee's  that all Options
     granted  under  the  Plan  shall  apply  with  appropriate  adjustments  as
     determined by the Committee to the securities of the successor  corporation
     to which  holders of the numbers of shares  subject to such  Options  would
     have been  entitled,  or (iii)  take  action  that is some  combination  of
     aspects of (i) and (ii). The determination by the Committee as to the terms
     of any of the foregoing  adjustments  shall be conclusive and binding.  Any
     fractional  shares  resulting from any of the foregoing  adjustments  under
     this section shall be disregarded and eliminated.

1.7  Acceleration Event.
     ------------------

     If an  Acceleration  Event occurs in the opinion of the Board of Directors,
     based on circumstances  known to it, the Board of Directors may, but is not
     obligated  to,  direct the  Committee  to declare  that any or all  Options
     granted under the Plan shall become exercisable immediately notwithstanding
     the provisions of the respective agreements granting any such Awards.

1.8  Notification of Exercise.
     ------------------------

     Options shall be exercised by written  notice  directed to the Secretary of
     the Company at the principal executive offices of the Company. Such written
     notice shall be  accompanied  by any payment  required  pursuant to Section
     1.5(d).  Exercise by an Optionee's heir or the representative of his estate
     shall  be  accompanied  by  evidence  of his  authority  to so act in  form
     reasonably satisfactory to the Company.

1.9  Modification, Extension and Renewal of Awards.
     ---------------------------------------------

     Subject to the terms and conditions and within the limitations of the Plan,
     the Committee may modify,  extend or renew outstanding Awards or accept the
     surrender of outstanding  Awards (to the extent not theretofore  exercised)
     granted  under  the  Plan or  under  any  other  plan of the  Company  or a
     Subsidiary,  and authorize the granting of new Awards  pursuant to the Plan
     in  substitution  therefor,  and  the  substituted  Awards  may  bear  such
     different or additional  terms and  conditions as the Committee  shall deem
     appropriate  within  the  limitations  of  the  Plan.  Notwithstanding  the
     foregoing,  however, no modification of an Award shall, without the consent
     of  the  Grantee  holding  the  Award,   adversely  affect  the  rights  or
     obligations of such Grantee.

1.10. Compliance with Rule 16b-3.
      --------------------------

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     It is intended  that the  provisions of the Plan and any Award shall comply
     in all  respects  with the terms and  conditions  of Rule  16b-3  under the
     Securities  Exchange  Act of 1934,  as in effect on  January 1, 2001 and as
     amended, or any successor  provisions,  as it relates to persons subject to
     the  reporting  requirements  of Section  16(a) of such Act. Any  agreement
     granting  an Award  shall  contain  such  provisions  as are  necessary  or
     appropriate  to assure such  compliance.  To the extent that any  provision
     hereof is found not to be in  compliance  with such rule as it  relates  to
     such Act,  such  provision  shall be deemed to be  modified  so as to be in
     compliance with such rule, or if such  modification is not possible,  shall
     be deemed to be null and void, as it relates to such Grantee.


                      ARTICLE II - INCENTIVE STOCK OPTIONS

2.1  Terms of Incentive Stock Options.
     --------------------------------

     Each  Incentive  Stock Option  granted under the Plan shall be  exercisable
     only during a Term fixed by the Committee; provided, however, that the Term
     shall end no later than 10 years after the date the Incentive  Stock Option
     is granted.

2.2  Limitation on Options.
     ---------------------

     The aggregate Fair Market Value of Common Stock (determined at the time the
     Incentive  Stock  Option is granted)  subject to  Incentive  Stock  Options
     granted  to a Key  Participant  under  all  plans of the Key  Participant's
     employer  corporation  and its Parent or Subsidiary  corporations  and that
     become  exercisable for the first time by such Key  Participant  during any
     calendar year may not exceed $100,000.

2.3  Special Rule for Ten Percent Shareholder.
     ----------------------------------------

     If at the time an Incentive  Stock Option is granted,  a  participant  owns
     stock  possessing  more than ten percent (10%) of the total combined voting
     power of all classes of stock of his employer  corporation or of its Parent
     or any of its  Subsidiaries,  as determined using the attribution  rules of
     Section  424(d) of the Code,  then the terms of the Incentive  Stock Option
     shall  specify  that the  option  price  shall be at least 110% of the Fair
     Market Value of the stock  subject to the  Incentive  Stock Option and such
     Incentive  Stock Option shall not be  exercisable  after the  expiration of
     five years from the date such Incentive Stock Option is granted.

2.4  Interpretation.
     --------------

     In  interpreting  this  Article  II of  the  Plan  and  the  provisions  of
     individual option agreements, the Committee and the Board shall be governed
     by the  principles  and  requirements  of Sections  421, 422 and 425 of the
     Code, and applicable Treasury Regulations.

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                    ARTICLE III - NONQUALIFIED STOCK OPTIONS

3.1  Terms and Conditions of Options.
     -------------------------------

     In addition to the  requirements  of Section 1.5, each  Nonqualified  Stock
     Option granted under the Plan shall be exercisable only during a Term fixed
     by the Committee.

3.2  Section 83(b) Election.
     ----------------------

     The Company recognizes that certain persons who receive  Nonqualified Stock
     Options  may be  subject to  restrictions  regarding  their  right to trade
     Common Stock under  applicable  securities  laws. Such may cause Optionee's
     exercising  such Options not to be taxable under the  provisions of Section
     83(c) of the Code.  Accordingly,  Optionee's  exercising such  Nonqualified
     Stock Options may consider  making an election to be taxed upon exercise of
     the Option under Section 83(b) of the Code and to effect such election will
     file such election  with the Internal  Revenue  Service  within thirty (30)
     days of exercise of the Option and otherwise in accordance  with applicable
     Treasury Regulations.


                       ARTICLE IV - ADDITIONAL PROVISIONS

4.1  Stockholder Approval.
     --------------------

     The Plan shall be  submitted  for the approval of the  stockholders  of the
     Company at the first annual meeting of stockholders  held subsequent to the
     adoption of the Plan and in all events  within  three years of its approval
     by the Board of  Directors.  If at said  meeting  the  stockholders  of the
     Company do not approve the Plan, the Plan shall terminate.

4.2  Compliance with Other Laws and Regulations.
     ------------------------------------------

     The Plan, the grant and exercise of Options  hereunder,  and the obligation
     of the  Company to sell and deliver  shares  under such  Options,  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.  The  Company  shall  not be  required  to issue or  deliver  any
     certificates  for shares of Common  Stock  prior to (a) the listing of such
     shares on any stock  exchange on which the Common  Stock may then be listed
     and (b) the completion of any registration or qualification or exemption of
     such shares under any Federal or state law, or any ruling or  regulation of
     any  government  body  which the  Company  shall,  in its sole  discretion,
     determine to be necessary or advisable.

4.3  Amendments.
     ----------

     The Board of Directors may  discontinue the Plan at any time, and may amend
     it from time to time, but no amendment,  without  approval by stockholders,
     may increase the total number of shares which may be issued under the Plan.
     Other than as expressly  permitted under the Plan, no outstanding Award may
     be revoked or altered in a manner  unfavorable  to the Grantee  without the
     consent of the Grantee.


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4.4  No Rights As Shareholder.
     ------------------------

     No Grantee shall have any rights as a shareholder with respect to any share
     subject to his or her Option prior to the date of issuance to him or her of
     a certificate or certificates for such shares.

4.5  Withholding.
     -----------

     Whenever the Company proposes or is required to issue or transfer shares of
     Common  Stock under the Plan,  the Company  shall have the right to require
     the  Grantee to remit to the  Company an amount  sufficient  to satisfy any
     Federal,  state or local  withholding  tax  liability  in such  form as the
     Company may determine or accept in its sole discretion,  including  payment
     by  surrender  or retention of shares of Common Stock prior to the delivery
     of any certificate or certificates for such shares.

4.6  Continued Employment Not Presumed.
     ---------------------------------

     This Plan and any document  describing this Plan and the grant of any Award
     hereunder  shall  not give any  Optionee  or other  Participant  a right to
     continued  employment or directorship by the Company or its Subsidiaries or
     affect  the right of the  Company  or its  Subsidiaries  to  terminate  the
     employment or directorship of any such person with or without cause.

4.7  Effective Date; Duration.
     ------------------------

     The Plan shall  become  effective  on February  7, 2001,  when the Board of
     Directors  adopted  the Plan,  and shall  expire ten years  thereafter.  No
     Awards may be granted under the Plan after the expiration  date, but Awards
     granted on or before that date may be  exercised  according to the terms of
     the related agreements and shall continue to be governed by and interpreted
     consistent with the terms hereof.