EXHIBIT 10 (ii) (A) (2)

                                PUMA ENERGY, INC.

                      NON-QUALIFIED STOCK OPTION AGREEMENT



                                       Optionee: Edward W. Blessing
                                       Number of Shares: 590,000
                                       Option Exercise Price:  $1.00
                                       Effective Date of Grant: February 7, 2001





     1.   Grant of Options.  Puma Energy, Inc.  ("Company") hereby grants to the
above- named optionee  ("Optionee"),  Non-Qualified Stock Options (collectively,
"Options") to purchase at the Option  Exercise Price (set forth above) per share
and on the terms and conditions set forth in this agreement  ("Agreement")  that
number of shares,  as  adjusted  as herein  provided  (as so  adjusted,  "Option
Shares"),  of its  common  stock  ("Common  Stock") as is set forth  above.  The
exercise  price  exceeds the fair market  value per share of the Common Stock as
reflected by the closing price of the Common Stock on the date hereof,  pursuant
to a grant that was approved by the Board of Directors.

     2.   Term of Options  and  Limitations  on Right to  Exercise.  The Options
shall  become  exercisable  in full on the date hereof and shall  expire at 5:00
p.m., Dallas, Texas time, on February 6, 2011, unless sooner terminated pursuant
hereto.

     3.   Exercise of Options.  Other terms, times and conditions of exercise of
the Options are as follows:

          a.   Prior  to  the  Expiration  Date,  the  Options  shall  be  fully
     exercisable  in whole or in part for a number of shares up to the aggregate
     number of all of the Option Shares.

          b.   Upon the death or Disability of the Optionee, the Optionee or the
     personal  representative of the Optionee,  as applicable,  may exercise the
     Options to the extent not previously  exercised (and, in the case of death,
     to the extent the Options could have been  exercised by the Optionee on the
     date of death)  subject  to the terms  set forth in this  Agreement,  until
     their termination as provided by Section 2 hereof.

          c.   The Options shall be exercised by written notice  directed to the
     Secretary of the Company.  Such written notice shall be accompanied by full
     payment in cash for the number of Option  Shares  specified in such written
     notice.

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          d.   If  the  Optionee  is  subject  to  restrictions   regarding  the
     Optionee's right to sell shares of Common Stock under applicable securities
     laws and as a  consequence  exercise  of the  Options  would not be taxable
     under the  provisions  of Section  83(c) of the Code,  the  Optionee,  upon
     exercise  of the  Options,  shall be  authorized  to make an election to be
     taxed upon  exercise of the Options  under  Section  83(b) of the Code.  To
     effect such election,  the Optionee may file an  appropriate  election with
     the Internal  Revenue Service within thirty (30) days after exercise of the
     Options and otherwise in accordance with applicable Treasury Regulations.

          e.   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  of the
     Company 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 Options.

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

          g.   In the event the outstanding shares of Common Stock 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 subject to this Option shall be  proportionately  and  appropriately
     adjusted. Following a transaction described 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 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 Company 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

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     the Optionee that the Options shall apply with  appropriate  adjustments as
     determined by the Company to the securities of the successor corporation to
     the Optionee  would have been  entitled,  or (iii) take action that is some
     combination of aspects of (i) and (ii). The determination by the Company 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.

          4.   Nontransferability.  The Options are not  transferable  except by
     will or by the laws of  descent  and  distribution  and are  subject to the
     provisions  of Section 7 hereof.  The Options 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 Option  Shares  until the  Optionee  shall
     become the holder of record of such Option  Shares.  Neither the Plan,  the
     granting of the Options nor this  Agreement  shall impose any obligation on
     the Company or any  subsidiary of the Company to continue the employment of
     the Optionee.

          6.   Optionee's Best Efforts  Covenant.  The Optionee hereby agrees to
     use the  Optionee's  best  efforts to provide  services to the Company in a
     workmanlike manner and to promote the Company's interests.

          7.   Restrictions on Transfer and Pledge. Except as otherwise provided
     herein,  the Options 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.

          8.   Restrictions  on  Issuance of Option  Shares.  If at any time the
     Board of Directors or the Committee  determines,  in its  discretion,  that
     listing,  registration or qualification of the Option Shares covered by the
     Options 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 Options, the Options may
     not be  exercised  in whole  or in part  unless  and  until  such  listing,
     registration,  qualification,  consent or  approval  has been  effected  or
     obtained free of any conditions not acceptable to the Board of Directors or
     the Committee.  The Board or Committee, as the case may be, shall make such
     a determination,  and notify the Optionee of its determination,  within two
     (2) days after  receiving the Optionee's  written notice of exercise of his
     Options.  In the  event  of any  such  determination  by the  Board  or the
     Committee,  the Company shall use its best efforts to effect or obtain such
     listing, registration, qualification, consent or approval.

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

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

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          11.  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").

     IN WITNESS WHEREOF, the Company,  acting by and through its duly authorized
officers,  has caused  this  Agreement  to be  executed,  and the  Optionee  has
executed this Agreement, effective this 7th day of February, 2001.


                                                 PUMA ENERGY, INC.


                                                 By:      /s/ Edward W. Blessing
                                                 Name: Edward W. Blessing
                                                 Title:   President



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