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                                                                   EXHIBIT 10.10

                            THIRD AMENDMENT TO THE
                          UNITED MERIDIAN CORPORATION
                 1994 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN

   This Third Amendment ("Third Amendment") to the United Meridian Corporation
1994 Employee Nonqualified Stock Option Plan (the "Plan") hereby amends the Plan
as follows effective as of _______________, 1996 (the "Effective Date"):

   1.   Section 4(d) of the Plan is amended and restated in its entirety to read
        as follows:

                "(d) Manner of Exercise. Option Shares purchased upon exercise
        of options shall at the time of purchase be paid for in full. The
        Company shall satisfy its employment tax and other tax withholding
        obligations by requiring the optionee (or such optionee's estate or
        representative) to pay the amount of employment tax and withholding tax,
        if any, that must be paid under federal, state and local law due to the
        exercise of the option. To the extent that the right to purchase shares
        has accrued hereunder, options may be exercised from time to time by
        written notice to the Company stating the full number of shares with
        respect to which the option is being exercised and the time of delivery
        thereof, which shall be at least fifteen days after the giving of such
        notice unless an earlier date shall have been mutually agreed upon by
        the optionee (or other person entitled to exercise the option) and the
        Company, accompanied by payment to the Company of the purchase price in
        full and the amount of employment tax and withholding tax due, if any,
        upon the exercise of the option. Such payment shall be effected (i) by
        certified or official bank check, (ii) by the delivery of a number of
        shares of Common Stock (plus cash if necessary) having a fair market
        value equal to the amount of such purchase price and employment or
        withholding tax (subject to such restrictions or procedures as the
        Company deems necessary to satisfy Section 16(b) of the Securities
        Exchange Act of 1934, as amended (the "Exchange Act")) or (iii) by
        delivery of the equivalent thereof acceptable to the Company. The
        Company will, as soon as reasonably possible notify the optionee (or
        such optionee's representative) of the amount of employment tax and
        other withholding tax that must be paid under federal, state and local
        law due to the exercise of the option. At the time of delivery, the
        Company shall, without transfer or issue tax to the optionee (or other
        person entitled to exercise the option), deliver to the optionee (or to
        such other person) at the principal office of the Company, or such other
        place as shall be mutually agreed upon, a certificate or certificates
        for the Option Shares, provided, however, that the time of delivery may
        be postponed by the Company for such period as may be required for it
        with reasonable diligence to comply with any requirements of law."

   2.   Section 4(e) of the Plan is amended and restated in its entirety to read
        as follows:

                "(e) Assignability of Options. Options granted hereunder may be
        transferred by the optionee thereof to one or more permitted
        transferees; provided that (i) there may be no consideration for such
        transfer, (ii) the optionee (or such

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        optionee's estate or representative) shall remain obligated to satisfy
        all employment tax and other withholding tax obligations associated with
        the exercise of the options, (iii) the optionee shall notify the Company
        in writing that such transfer has occurred, the identity and address of
        the permitted transferee and the relationship of the permitted
        transferee to the optionee and (iv) of such transfer shall be effected
        pursuant to transfer documents approved from time to time by the
        Committee. To the extent an option transferred pursuant to this Section
        4(e) is not fully exercisable as of the date of transfer thereof, the
        optionee shall specify in the transfer document whether and to what
        extent the transferred options (if less than all of the options subject
        to the applicable Nonqualified Stock Option Agreement) are exercisable,
        subject to the limitations on exercisability contained in the applicable
        Nonqualified Stock Option Agreement. Furthermore, to the extent the
        optionee transfers options that are not exercisable as of the date of
        transfer and such options are less than all of the options subject to
        the applicable Nonqualified Stock Option Agreement, the optionee shall
        specify in the transfer documents, subject to the limitations on
        exercisability contained in the applicable Nonqualified Stock Option
        Agreement, when the transferred options become exercisable as options
        under the applicable Nonqualified Stock Option Agreement generally
        become exercisable subsequent to such transfer. Any permitted transferee
        may not further assign or transfer the transferred option otherwise than
        by will or the laws of the descent and distribution. Following any
        permitted transfer, any such options shall continue to be subject to the
        same terms and conditions as were applicable immediately prior to
        transfer; provided that for purposes of Sections 4(h), 4(i) and 4(j)
        hereof the term "optionee" shall be deemed to refer also to each
        permitted transferee. The events of termination of relationship in
        Section 4(f) hereof shall continue to be applied with respect to the
        Optionee, following which the options shall be exercisable by the
        transferee only to the extent, and for the periods specified in Section
        4(f). The term "permitted transferees" shall mean one or more of the
        following: (i) any member of the optionee's immediate family; (ii) a
        trust established for the exclusive benefit of one or more members of
        such immediate family; or (iii) a partnership in which such immediate
        family members are the only partners. The term "immediate family" is
        defined for such purpose as spouses, children, stepchildren and
        grandchildren, including relationships arising from adoption.

   3.   Section 5(a) of the Plan is amended and restated in its entirety to read
        as follows:

                "(a) The Plan shall be administered by a Compensation Committee
        (the "Committee") consisting of not less than three (3) non-employee
        directors (as defined in Rule 16b-3 promulgated under the Exchange Act).
        The members of the Committee shall be appointed by the Board of
        Directors. The Board of Directors may, from time to time, remove members
        from or add members to the Committee. Vacancies in the Committee,
        however caused, shall be filled by the Board of Directors. The Committee
        shall select one of its members as chairman and shall hold meetings at
        such times and places as it may determine. The Committee may appoint a
        secretary and, subject to the provisions of the Plan and to policies
        determined by the Board of Directors of the Company, may make such

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        rules and regulations for the conduct of its business as it shall deem
        advisable. A majority of the Committee shall constitute a quorum. All
        actions of the Committee shall be taken by a majority of its members.
        Any action may be taken by a written instrument signed by a majority of
        the members, and action so taken shall be fully as effective as if it
        had been taken by a vote of the majority of the members at a meeting
        duly called and held."

   4.   Each Nonqualified Stock Option Agreement ("Option Agreement") entered
into prior to the Effective Date of this Third Amendment shall be amended as
follows:

        a.   Section 2 of each Option Agreement is amended and restated in its
entirety to read as follows:

        "2.  Assignability of Option. This option is transferable to the extent
   permitted under the Plan."

        b.   Section 3 of the Option Agreement is amended and restated in its
entirety to read as follows:

        "3. Manner of Exercise. The Optionee (or other person entitled to
   exercise this option) shall purchase shares of stock of the Company subject
   hereto by the payment to the Company of the purchase price in full and the
   amount of employment tax and withholding tax due, if any, upon the exercise
   of the option (i) by certified or official bank check, (ii) by the delivery
   of a number of shares of Common Stock (plus cash if necessary) having a fair
   market value equal to the amount of such purchase price and employment and
   withholding tax, or (iii) by delivery of the equivalent thereof acceptable to
   the Company. Any employment or withholding tax due upon exercise of this
   option shall be, and shall remain, the responsibility of the Optionee (or
   such Optionee's estate or representative). This option may be exercised from
   time to time by written notice to the Company stating the full number of
   shares to be purchased and the time and delivery thereof, which shall be at
   least fifteen days after the giving of notice unless an earlier date shall
   have been agreed upon between the Optionee (or other person entitled to
   exercise this option) and the Company, accompanied by full payment for the
   shares as described in the first sentence of this Section 3. The Company
   will, as soon as is reasonably possible, notify the Optionee (or such
   Optionee's representative) of the amount of employment tax and other
   withholding tax, if any, that must be paid under federal, state and local law
   due to the exercise of the option. The Company shall have no obligation to
   deliver certificates for the shares purchased until the Optionee (or such
   Optionee's representative) pays to the Company the purchase price in full and
   the amount of employment tax and withholding tax specified in the Company's
   notice as described in this Section 3 by payment terms set forth in the first
   sentence of this Section 3. At the time of delivery, the Company shall,
   without transfer or issue tax to the Optionee (or other person entitled to
   exercise this option) deliver at the principal office of the Company, or at
   such other place as shall be mutually agreed upon, a certificate or
   certificates for such shares, provided, however, that the time of delivery
   may be postponed by the Company for such period as may be required for it to
   comply with reasonable diligence with any requirements of law."

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   5.   Appendix A to the Plan is amended and restated to read as set forth in
Appendix A to this Third Amendment.


Date:  _______________________

                                UNITED MERIDIAN CORPORATION



                                By:______________________________________
                                Name:____________________________________
                                Title:___________________________________

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