EXHIBIT 10.31


                            HOWELL CORPORATION
                  OMNIBUS STOCK AWARDS AND INCENTIVE PLAN


                                   I. PURPOSE

     The purpose of the HOWELL  CORPORATION  OMNIBUS  STOCK AWARDS AND INCENTIVE
PLAN (the  "Plan") is to provide a means  through  which HOWELL  CORPORATION,  a
Delaware corporation (the "Company"),  and its Subsidiaries (as defined herein),
may  attract  able  persons to enter the employ of or  provide  services  to the
Company and its Subsidiaries and to provide a means whereby employees,  officers
and consultants upon whom the responsibilities of the successful  administration
and management of the Company and its  Subsidiaries  rest, and whose present and
potential  contributions  to the welfare of the Company and its Subsidiaries are
of importance,  can acquire and maintain stock ownership,  thereby strengthening
their  concern for the welfare of the  Company  and its  Subsidiaries  and their
desire to remain in the Company's  and its  Subsidiaries'  employ or service.  A
further  purpose  of the Plan is to provide  such  individuals  with  additional
incentive and reward opportunities  designed to enhance the profitable growth of
the Company and its  Subsidiaries.  Accordingly,  the Plan  authorizes  granting
various  types of Awards as is best suited to the Company and the  circumstances
of the particular eligible individual.

                                II. DEFINITIONS

     The following  definitions  shall be applicable  throughout the Plan unless
specifically modified by any paragraph:

     (a)  "Affiliate[s]"  means any "parent corporation"  of the Company and any
"subsidiary"  of the Company within the meaning of Code Sections 424(e) and (f),
respectively.


     (b) "Agreement" means, individually or collectively, an Option Agreement, a
Performance Award Agreement, or a Restricted Stock Agreement.


     (c) "Award" means, individually or  collectively,  an Option,  a Restricted
Stock Award, or a Performance Award.

     (d) "Board" means the Board of Directors of the Company.

     (e)  "Change  of  Control"  means the  occurrence  of any of the  following
events: (i) a change in control is reported by the Company in response to Item 1
of Form 8-K (or any successor  item of Form 8-K or any similar item of any other
report  required  to be filed by the  Company  under  the  1934  Act);  (ii) any
"person"  (as such term is used in Sections  13(d) and  14(d)(2) of the Exchange
Act) is or becomes  the  "beneficial  owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
forty  percent  or more of the  combined  voting  power  of the  Company's  then
outstanding securities; or (iii) following the election or removal of directors,
a majority  of the Board  consists  of  individuals  who were not members of the
Board two years  before such  election or removal,  unless the  election of each
director  who was not a director at the  beginning of such  two-year  period has
been  approved in advance by directors  representing  at least a majority of the
directors  then in office who were  directors  at the  beginning of the two-year
period.
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     (f) "Change of Control Value" shall mean (i) the per share price offered to
shareholders of the Company in any merger, consolidation,  reorganization,  sale
of assets or dissolution  transaction  involving the Company, (ii) the price per
share  offered to  shareholders  of the Company in any tender  offer or exchange
offer  whereby a Change  of  Control  takes  place,  or (iii) if such  Change of
Control occurs other than in (i) or (ii) above,  the fair market value per share
of the shares into which Awards are exercisable, as determined by the Committee,
whichever  is  applicable.  In the  event  that  the  consideration  offered  to
shareholders of the Company  consists of anything other than cash, the Committee
shall  determine the fair cash  equivalent  of the portion of the  consideration
offered which is other than cash.

     (g) "Code" means the Internal  Revenue Code of 1986, as amended.  Reference
in the Plan to any section of the Code shall be deemed to include any amendments
or successor provisions to any section and any regulations under such section.

     (h) "Committee"  means the Stock Option  Committee of the Board which shall
be (i)  constituted  so as to permit the Plan to comply with Rule 16b-3 and (ii)
constituted solely of "outside  directors," within the meaning of section 162(m)
of the Code and applicable interpretive authority thereunder.

     (i) "Company" means Howell Corporation and any successors thereto.

     (j) "Director" means an individual elected to the Board by the shareholders
of the Company or by the Board under applicable  corporate law who is serving on
the  Board on the date the Plan is  adopted  by the Board or is  elected  to the
Board after such date.

     (k) An "employee" means any person  (including an officer or a Director but
excluding  a  non-employee  Director)  in an  employment  relationship  with the
Employer.

     (l) "Employer" means the Company, an Affiliate or any Subsidiary.

     (m) "Fair Market Value"  means,  with respect to a share of Stock as of any
specified  date,  the closing  price of the Stock as reported in The Wall Street
Journal's New York Stock Exchange ("NYSE") - Composite  Transactions listing for
such day  (corrected  for obvious  typographical  errors),  or if the shares are
listed for trading on the NYSE but no closing  price is reported in such listing
for such day, then the last reported  closing price for such shares on the NYSE,
or if such shares are not listed or traded on the NYSE,  the closing sales price
on any  national  securities  exchange  on which the Stock is traded,  or if the
Stock is not traded on any national  securities  exchange,  then the mean of the
reported  high and low sales  prices  for such  shares  in the  over-the-counter
market, as reported on the National  Association of Securities Dealers Automated
Quotations  System,  or, if such prices shall not be reported thereon,  the mean
between the  closing bid and asked  prices  reported by the  National  Quotation
Bureau  Incorporated,  or, in all other  cases,  the  value  established  by the
Committee in good faith.

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     (n) "Forfeiture Restrictions" means with regard to shares of Stock that are
subject  to  a  Restricted  Stock  Award,  restrictions  placed  on  a  Holder's
disposition  of such shares under  certain  circumstances  or an obligation of a
Holder to forfeit and surrender such shares under certain circumstances.

     (o) "Holder" means an employee,  officer or consultant who has been granted
an Award.

     (p) "1934 Act" means the Securities Exchange Act of 1934, as amended.

     (q) "1988 Plan" means the 1988 Stock Option Plan of Howell Corporation.

     (r) "1997 Plan" means the Howell Corporation 1997 Nonqualified Stock Option
Plan.

     (s) "Option" means an option  granted  under  Paragraph  VII of the Plan to
purchase  Stock which does not  constitute an incentive  stock option within the
meaning of section 422(b) of the Code.

     (t) "Optionee" means a Holder who has been granted an Option.

     (u) "Option Agreement" means a written  agreement between the Company and a
Holder with respect to an Option.

     (v) "Option Plans" means both the 1988 Plan and the 1997 Plan.

     (w)  "Performance Award" means an Award granted  under  Paragraph IX of the
Plan.

     (x) "Performance Award  Agreement"  means a written  agreement  between the
Company and a Holder with respect to a Performance Award.

     (y) "Plan" means the Howell Corporation  Omnibus Stock Awards and Incentive
Plan, as amended from time to time.

     (z)  "Restricted  Stock  Agreement" means a written  agreement  between the
Company and a Holder with respect to a Restricted Stock Award.

     (aa)  "Restricted  Stock Award" means an Award granted under Paragraph VIII
of the Plan.

     (bb) "Rule 16b-3" means SEC Rule 16b-3  promulgated  under the 1934 Act, as
such may be amended from time to time,  and any  successor  rule,  regulation or
statute fulfilling the same or a similar function.

     (cc) "Stock" means the common stock, $1.00 par value of the Company.

     (dd) "Subsidiary" means any corporation or entity of which more than 50% of
the outstanding  securities or ownership  interests having ordinary voting power
to elect a  majority  of the  members of the Board of  Directors,  or persons in
similar capacity of such corporation or entity, is, directly or indirectly owned
by the Company.

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                  III. EFFECTIVE DATE AND DURATION OF THE PLAN

     The Plan shall be  effective  upon the date of its  adoption  by the Board,
provided  that the Plan is approved by the  shareholders  of the Company  within
twelve  months  thereafter.   All  awards  granted  under  this  Plan  prior  to
shareholder  approval of the Plan should be expressly  subject to such approval.
If the Plan is not approved by the shareholders within twelve months of the date
the Board approved the Plan, the Plan shall terminate and all options previously
granted under the Plan shall become void and of no effect. No further Awards may
be granted under the Plan after the expiration of ten years from the date of its
adoption by the Board.  The Plan shall remain in effect until all Awards granted
under the Plan have been satisfied or expired.

                               IV. ADMINISTRATION

     (a) Committee. The Plan shall be administered by the Committee.

     (b) Powers. Subject to the provisions of the Plan, the Committee shall have
sole authority,  in its discretion,  to determine which  employees,  officers or
consultants  shall receive an Award,  the time or times when such Award shall be
made,  whether an Option, a Restricted Stock Award or a Performance  Award shall
be granted, the number of shares of Stock which may be issued under each Option,
Restricted Stock Award, or the value of each  Performance  Award. In making such
determinations  the  Committee  may take into account the nature of the services
rendered by the respective  employees,  officers and consultants,  their present
and potential  contributions to the Employer's success and such other factors as
the Committee in its discretion shall deem relevant.

     (c) Additional Powers.  The Committee shall have such additional  powers as
are delegated to it by the other provisions of the Plan.  Subject to the express
provisions of the Plan, the Committee is authorized to construe the Plan and the
respective   agreements  executed  thereunder,   to  prescribe  such  rules  and
regulations relating to the Plan as it may deem advisable to carry out the Plan,
and to determine  the terms,  restrictions  and  provisions of each Award and to
make all other determinations necessary or advisable for administering the Plan.
The  Committee  may correct any defect or supply any omission or  reconcile  any
inconsistency  in any  agreement  relating  to an Award in the manner and to the
extent it shall deem expedient to carry it into effect.  The  determinations  of
the Committee on the matters referred to in this Article IV shall be conclusive.

     (d) Expenses. All expenses and liabilities incurred by the Committee in the
administration  of this Plan shall be borne by the Company.  The  Committee  may
employ  attorneys,  consultants,  accountants  or other  persons  to assist  the
Committee in the carrying out of its duties hereunder.

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                          V. STOCK SUBJECT TO THE PLAN

     (a) Stock Grant and Award Limits. The Committee may from time to time grant
Awards to one or more employees,  officers or consultants determined by it to be
eligible for  participation  in the Plan in  accordance  with the  provisions of
Paragraph VI.  Subject to Paragraph X, the  aggregate  number of shares of Stock
that may be issued  under the Plan  shall not exceed a number of shares of Stock
calculated as follows: (i) 50,000, plus (ii) the total number of shares of Stock
subject to options  which are  outstanding  under the Option  Plans,  which were
granted to  employees,  and which  expire or lapse under the terms of the Option
Plans  or  related  option  agreements  during  the  term of this  Plan or which
otherwise   terminate  or  are  cancelled,   including  but  not  limited  to  a
relinquishment of an outstanding option for cash, without being exercised during
the term of this Plan; provided,  however that the aggregate number of shares of
Stock that may be issued under the Plan shall not exceed 884,076, subject to any
adjustments  under Paragraph X. The shares subject to this Plan shall consist of
authorized  but unissued  shares of Stock or  previously  issued shares of Stock
reacquired  and held by the  Company,  and such number of shares shall be and is
hereby  reserved for such purpose.  Shares of Stock shall be deemed to have been
issued under the Plan only to the extent actually issued and delivered  pursuant
to an Award.  To the  extent  that an Award  lapses or the  rights of its Holder
terminate or the Award is to only be paid in cash or is paid in cash, any shares
of Stock  subject to such Award  shall  again be  available  for the grant of an
Award.

     (b) Stock  Offered.  The stock to be  offered  pursuant  to the grant of an
Award may be  authorized  but  unissued  Stock or Stock  previously  issued  and
outstanding and reacquired by the Company.

                                VI. ELIGIBILITY

     Awards  may be  granted  only to  persons  who,  at the time of grant,  are
employees,  officers or consultants of the Company and its Subsidiaries.  Awards
under this Plan may not be granted to any Director  who is not an  employee.  An
Award may be granted on more than one occasion to the same person,  and, subject
to the limitations  set forth in the Plan,  such Award may include an Option,  a
Restricted Stock Award, a Performance Award, or any combination thereof.

                               VII. STOCK OPTIONS

     (a) Option  Period.  The term of each Option shall be as  specified  by the
Committee at the date of grant.

     (b) Limitations on Exercise of Option. No more than 884,076 shares of Stock
may be subject to an Option.  An Option shall be exercisable in whole or in such
installments and at such times as determined by the Committee.

     (c) Option Agreement. Each Option shall be evidenced by an Option Agreement
in such form and containing such provisions not inconsistent with the provisions
of the  Plan as the  Committee  from  time  to time  shall  approve.  An  Option
Agreement may provide for the payment of the option price,  in whole or in part,
in cash or by the  delivery  of a  number  of  shares  of  Stock  (plus  cash if
necessary)  having a Fair Market Value equal to such option  price.  Each Option
shall  specify  the  effect of  termination  of  employment  or  service  on the
exercisability  of the Option.  Moreover,  an Option Agreement may provide for a
"cashless exercise" of the Option by establishing procedures whereby the Holder,
by a properly-executed  written notice,  directs (i) an immediate market sale or
margin  loan  respecting  all or a part of the  shares  of  Stock to which he is
entitled upon exercise  pursuant to an extension of credit by the brokerage firm
to the Holder of the option price, (ii) the delivery of the shares of Stock from
the Company  directly to a brokerage  firm and (iii) the  delivery of the option
price from the sale or margin loan proceeds from the brokerage  firm directly to
the  Company.  Such  Option  Agreement  may also  include,  without  limitation,
provisions  relating  to (i) vesting of  Options,  (ii) tax  matters  (including
provisions  (y)  permitting  the delivery of  additional  shares of Stock or the
withholding  of shares of Stock from those  acquired  upon  exercise  to satisfy
federal or state income tax  withholding  requirements  and (z) dealing with any
other applicable  employee wage withholding  requirements),  and (iii) any other
matters not  inconsistent  with the terms and  provisions  of this Plan that the
Committee  shall in its sole discretion  determine.  The terms and conditions of
the respective Option Agreements need not be identical.

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     (d)  Option  Price and  Notice of  Exercise.  The price at which a share of
Stock may be purchased  upon  exercise of an Option shall be  determined  by the
Committee; provided that (i) such purchase price shall not be less than the Fair
Market  Value of Stock on the date the Option is granted and (ii) such  purchase
price shall be subject to  adjustment  as provided in Paragraph X. The Option or
portion  thereof  may be  exercised  by  delivery  of an  irrevocable  notice of
exercise to the Company.

     (e) Stockholder Rights and Privileges.  The Holder shall be entitled to all
the privileges  and rights of a stockholder  only with respect to such shares of
Stock as have been  purchased  under the  Option and for which  certificates  of
stock have been registered in the Holder's name.

     (f)  Options  in   Substitution   for  Stock   Options   Granted  by  Other
Corporations.  Options  may be  granted  under  the  Plan  from  time to time in
substitution for stock options held by individuals  employed by corporations who
become  employees,   officers  or  consultants  as  a  result  of  a  merger  or
consolidation of the employing  corporation with the Company,  an Affiliate,  or
any Subsidiary,  or the acquisition by the Company, an Affiliate or a Subsidiary
of the assets of the employing  corporation,  or the acquisition by the Company,
an Affiliate  or a Subsidiary  of stock of the  employing  corporation  with the
result that such employing corporation becomes a Subsidiary.

                         VIII. RESTRICTED STOCK AWARDS

     (a) Restricted Stock Awards.  A Restricted Stock Award shall be represented
by a  certificate  of  Stock  registered  in the  name  of the  Holder  of  such
Restricted  Stock Award.  The Holder  shall have the right to receive  dividends
with respect to Stock subject to a Restricted Stock Award, to vote Stock subject
thereto and to enjoy all other  stockholder  rights,  except that (i) the Holder
shall not be entitled to delivery of the Stock  certificate until the Forfeiture
Restrictions  shall have expired,  (ii) the Company shall retain  custody of the
Stock until the Forfeiture Restrictions shall have expired, (iii) the Holder may
not sell, transfer,  pledge,  exchange,  hypothecate or otherwise dispose of the
Stock until the Forfeiture Restrictions shall have expired, and (iv) a breach of
the terms and conditions established by the Committee pursuant to the Restricted
Stock Agreement shall cause a forfeiture of the Restricted Stock Award.

     (b)  Forfeiture Restrictions  to  be  Established  by  the  Committee.  The
Forfeiture  Restrictions on shares of Stock that are the subject of a Restricted
Stock Award shall be determined by the Committee in its sole discretion, and the
Committee may provide that the Forfeiture  Restrictions shall lapse upon (i) the
attainment of targets  established by the Committee that may be based on (1) the
price of a share  of  Stock,  (2) the  Company's  earnings  per  share,  (3) the
Company's revenue,  (4) the revenue of a business unit of the Company designated
by the  Committee,  (5) the  return  on  shareholders'  equity  achieved  by the
Company,  or (6) the  Company's  pre-tax  cash  flow from  operations,  (ii) the
Holder's continued  employment with the Employer for a specified period of time,
(iii) a combination  of any two or more of the factors listed in clauses (i) and
(ii) of this  sentence or (iv) any other  factors or conditions as determined by
the  Committee  in its sole  discretion.  Each  Restricted  Stock Award may have
different  Forfeiture  Restrictions,  in the  discretion of the  Committee.  The
Forfeiture  Restrictions applicable to a particular Restricted Stock Award shall
not be changed except as permitted by this Paragraph VIII or Paragraph X.

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     (c) Other Terms and Conditions. No more than 200,000 shares of Stock may be
used for Restricted  Stock Awards.  At the time of a Restricted Stock Award, the
Committee may, in its sole discretion, prescribe additional terms, conditions or
restrictions relating to Restricted Stock Awards, including, but not limited to,
rules  pertaining to the termination of employment or the termination of service
of a Holder prior to expiration of the Forfeiture Restrictions.  Such additional
terms,  conditions  or  restrictions  shall be set forth in a  Restricted  Stock
Agreement made in conjunction  with the Award.  Such Restricted  Stock Agreement
may also  include,  without  limitation,  provisions  relating to (i) vesting of
Awards,  (ii) tax matters  (including  provisions  (y) covering  any  applicable
employee wage  withholding  requirements  and (z) prohibiting an election by the
Holder  under  section  83(b) of the  Code),  and (iii) any  other  matters  not
inconsistent with the terms and provisions of this Plan that the Committee shall
in its sole  discretion  determine.  The terms and  conditions of the respective
Restricted Stock Agreements need not be identical.

     (d) Payment for Restricted Stock.  The Committee shall determine the amount
and form of any payment for Stock received pursuant to a Restricted Stock Award,
provided  that in the  absence of such a  determination,  a Holder  shall not be
required to make any payment for Stock received  pursuant to a Restricted  Stock
Award, except to the extent otherwise required by law.

     (e)  Agreements.  At the time any Award is made under this Paragraph  VIII,
the Company and the Holder shall enter into a Restricted Stock Agreement setting
forth each of the matters  contemplated hereby, and, in addition such matters as
set forth in Paragraph VIII(b) as the Committee may determine to be appropriate.
The terms and provisions of the respective  Restricted Stock Agreements need not
be identical.

                             IX. PERFORMANCE AWARDS

     (a) Performance Period. The Committee shall establish,  with respect to and
at the time of each  Performance  Award,  a  performance  period  over which the
performance of the Holder shall be measured.

     (b) Performance Awards.  Each Performance  Award shall have a maximum value
established  by the  Committee  at the time of such Award.  No more than 200,000
shares of Stock may be used for Performance Awards.

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     (c)  Performance  Measures.  A  Performance  Award  shall be awarded  to an
employee  contingent upon future  performance of the employee,  the Company,  an
Affiliate, any Subsidiary,  or any division or department thereof by or in which
he is employed during the performance  period. The Committee shall establish the
performance  measures  applicable to such performance  prior to the beginning of
the  performance  period but subject to such later  revisions  as the  Committee
shall deem appropriate to reflect significant, unforeseen events or changes. The
performance  measures established by the Committee may be based on (i) the price
of a share of Stock, (ii) the Company's  earnings per share, (iii) the Company's
revenue,  (iv) the revenue of a business  unit of the Company  designated by the
Committee,  (v) the return on shareholders'  equity achieved by the Company,  or
(vi) the Company's pre-tax cash flow from operations, (vii) a combination of any
two or more of the factors  listed in clauses (i) through (vi) of this  sentence
or (viii) any other  factors or conditions as determined by the Committee in its
sole discretion.

     (d) Awards  Criteria.  In determining the value of Performance Awards,  the
Committee  shall  take  into  account  an  employee,  officers  or  consultant's
responsibility  level,  performance,  potential,  other  Awards  and such  other
considerations as it deems appropriate.

     (e) Payment.  Following the end of the performance period,  the Holder of a
Performance  Award  shall be  entitled  to receive  payment  of an  amount,  not
exceeding the maximum value of the Performance  Award,  based on the achievement
of the performance  measures for such performance  period,  as determined by the
Committee.  Payment  of a  Performance  Award  may be made in  cash,  Stock or a
combination thereof, as determined by the Committee.  Payment shall be made in a
lump sum or in  installments  as prescribed by the Committee.  Any payment to be
made in  Stock  shall be based  on the  Fair  Market  Value of the  Stock on the
payment  date.  If a  payment  of cash is to be made on a  deferred  basis,  the
Committee shall establish  whether interest shall be credited,  the rate thereof
and any other terms and conditions applicable thereto.

     (f)  Termination of  Employment  or  Service.  A  Performance  Award  shall
terminate if the Holder does not remain continuously in the employ or service of
the Employer at all times during the applicable  performance  period,  except as
may be  determined by the Committee or as may otherwise be provided in the Award
at the time granted.

     (g)  Agreements. At the time any Award is made under this Paragraph IX, the
Company and the Holder shall enter into a Performance  Award  Agreement  setting
forth each of the matters  contemplated hereby, and, in addition such matters as
set forth in Paragraph  IX(c) as the Committee may determine to be  appropriate.
The  terms  and  provisions  of the  Performance  Award  Agreements  need not be
identical.

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                     X. RECAPITALIZATION OR REORGANIZATION

     (a) The shares with  respect to which  Awards may be granted  are shares of
Stock as presently constituted, but if, and whenever, prior to the expiration of
an  Award  theretofore  granted,  the  Company  shall  effect a  subdivision  or
consolidation of such shares of Stock or other capital readjustment,  the number
of shares of Stock with respect to which such Award may  thereafter be exercised
or satisfied,  as  applicable,  (i) in the event of an increase in the number of
outstanding  shares shall be proportionately  increased,  and the purchase price
per share shall be proportionately reduced, and (ii) in the event of a reduction
in the number of outstanding  shares shall be proportionately  reduced,  and the
purchase price per share shall be proportionately increased.

     (b)  If  the  Company   recapitalizes  or  otherwise  changes  its  capital
structure,  thereafter upon any exercise or satisfaction,  as applicable,  of an
Award  theretofore  granted  the Holder  shall be  entitled  to (or  entitled to
purchase,  if applicable)  under such Award,  in lieu of the number of shares of
Stock then  covered by such  Award,  the number and class of shares of stock and
securities to which the Holder would have been entitled pursuant to the terms of
the recapitalization if, immediately prior to such recapitalization,  the Holder
had been the holder of record of the  number of shares of Stock then  covered by
such Award.

     (c) The Committee  may,  in its  sole  discretion,  at the time an Award is
granted or by amendment of the Award  thereafter,  provide that such Award shall
become  fully  exercisable  upon a Change  of  Control.  The  Committee,  in its
discretion,  may determine that upon the occurrence of a Change of Control, each
Award  other  than an Option  outstanding  hereunder  shall  terminate  within a
specified  reasonable number of days after notice to the Holder, and such Holder
shall receive,  with respect to each share of Stock subject to such Award,  cash
in an amount  equal to the excess,  if any, of the Change of Control  Value over
any exercise  price or purchase  price paid,  if  applicable.  If the Company is
reorganized,  merged  or  consolidated  or is  otherwise  a  party  to a plan of
exchange  with another  corporation  pursuant to which  reorganization,  merger,
consolidation or plan of exchange shareholders of the Company receive any shares
of Stock or other  securities  or if the Company shall  distribute  ("Spin Off")
securities  of  another   corporation  to  its  shareholders,   there  shall  be
substituted  for the shares subject to the  unexercised  portions of outstanding
Options granted  hereunder an appropriate  number of shares of (i) each class of
stock or other  securities  which were  distributed to the  shareholders  of the
Company  in  respect  of such  shares in the case of a  reorganization,  merger,
consolidation  or plan of  exchange,  or (ii)  in the  case of a Spin  Off,  the
securities  distributed to shareholders  of the Company  together with shares of
Stock,  such number of shares or securities to be determined in accordance  with
the  provisions  of Section 425 of the Code;  provided,  however,  that all such
Options  may be  canceled  by the  Company  as of the  effective  date  of (x) a
reorganization,  merger, consolidation,  plan of exchange or Spin Off or (y) any
dissolution or  liquidation  of the Company,  by giving notice to each Holder or
his personal  representative  of its  intention to do so and by  permitting  the
purchase  for a period  of at least  thirty  days  during  the  sixty  days next
preceding such  effective date of all of the shares subject to such  outstanding
Options,  without regard to the  installment  provisions set forth in the Option
Agreements;  and  provided  further that in the event of a Spin Off, the Company
may, in lieu of substituting securities or accelerating and canceling Options as
contemplated  above,  elect (i) to reduce the  purchase  price for each share of
Stock  subject to an  outstanding  Option by an amount  equal to the fair market
value of the  securities  distributed  in respect of each  outstanding  share of
Stock in the Spin Off or (ii) to reduce  proportionately  the purchase price per
share and to increase  proportionately  the number of shares of Stock subject to
each  Option  in  order  to  reflect  the  economic   benefits  inuring  to  the
shareholders of the Company as a result of the Spin Off.

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<PAGE>
     (d) In the  event  of  changes  in  the  outstanding  Stock  by  reason  of
recapitalization,   reorganizations,   mergers,  consolidations,   combinations,
exchanges or other relevant changes in  capitalization  occurring after the date
of the grant of any Award and not  otherwise  provided for by this  Paragraph X,
any  outstanding  Awards and any  agreements  evidencing  such  Awards  shall be
subject to adjustment by the  Committee at its  reasonable  discretion as to the
number  and  price of  shares of Stock or other  consideration  subject  to such
Awards. In the event of any such change in the outstanding  Stock, the aggregate
number of shares available under the Plan may be  appropriately  adjusted by the
Committee, whose determination shall be reasonable and conclusive.

     (e) The existence of the Plan and the Awards  granted  hereunder  shall not
affect  in any way the right or power of the  Board or the  shareholders  of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital  structure or its business,  any merger or
consolidation of the Company, any issue of debt or equity securities ahead of or
affecting  Stock or the rights  thereof,  the  dissolution or liquidation of the
Company or any sale, lease,  exchange or other disposition of all or any part of
its assets or business or any other corporate act or proceeding.

     (f) Any adjustment provided for in Subparagraphs (a), (b), (c) or (d) above
shall be subject to any required stockholder action.

     (g) Except as hereinbefore expressly provided,  the issuance by the Company
of shares of stock of any class or securities  convertible  into shares of stock
of any class, for cash, property,  labor or services, upon direct sale, upon the
exercise of rights or warrants to  subscribe  therefor,  or upon  conversion  of
shares of  obligations  of the  Company  convertible  into such  shares or other
securities, and in any case whether or not for fair value, shall not affect, and
no  adjustment  by reason  thereof  shall be made with respect to, the number of
shares of Stock subject to Awards theretofore  granted or the purchase price per
share, if applicable.

                   XI. AMENDMENT AND TERMINATION OF THE PLAN

     Except as set forth herein,  the Board in its  discretion may terminate the
Plan  at any  time  with  respect  to any  shares  for  which  Awards  have  not
theretofore been granted.  Except as set forth herein,  the Board shall have the
right to alter or amend the Plan or any part thereof from time to time.  Neither
a termination of the Plan nor a change in any Award  theretofore  granted may be
made which  would  impair the rights of the Holder  without  the  consent of the
Holder  (unless such change is required in order to cause the benefits under the
Plan to qualify as performance-based  compensation within the meaning of section
162(m) of the Code and applicable interpretive authority thereunder).  The Board
may not, without approval of the shareholders, amend the Plan:

     (a) to  increase  the  maximum  number  of  shares  which  may be issued on
exercise or surrender of an Award, except as provided in Paragraph X;

     (b) to change the class of persons eligible to receive Awards;

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<PAGE>
     (c) to extend the maximum period  during which Awards may be granted  under
the Plan;

     (d) to extend the expiration date of the Plan;

     (e) to  decrease  to any  extent  the price at which  Awards may be granted
under the Plan, except as provided in Paragraph X; or

     (f) to decrease  any  authority  granted  to  the  Committee  hereunder  in
contravention of Rule 16b-3.

                               XII. MISCELLANEOUS

     (a) No Right to An Award.  Neither the  adoption of the Plan by the Company
nor any  action  of the  Board  or the  Committee  shall  be  deemed  to give an
employee,  officer or  consultant  any right to be granted an Award to  purchase
Stock, a Restricted  Stock Award,  or a Performance  Award, or any of the rights
hereunder  except as may be evidenced by an Award or by an Option  Agreement,  a
Restricted  Stock Agreement,  or a Performance  Award Agreement on behalf of the
Company,  and then only to the extent and on the terms and conditions  expressly
set forth therein. The Plan shall be unfunded. The Company shall not be required
to establish  any special or separate fund or to make any other  segregation  of
funds or assets to assure the payment of any Award.

     (b) Holders' Rights Unsecured. The right of a Holder to receive Stock, cash
or any other  payment  under this Plan shall be an unsecured  claim  against the
general  assets of the Company.  The Company may, but shall not be obligated to,
acquire  shares of Stock from time to time in  anticipation  of its  obligations
under this Plan,  but a Holder  shall have no right in or against  any shares of
Stock so acquired.  All Stock shall constitute the general assets of the Company
and may be disposed  of by the Company at such time and for such  purposes as it
deems appropriate.

     (c) Agreement Controls.  No  discretionary  action by the  Committee as set
forth herein shall amend or supersede the express terms of any Agreement.

     (d) No Employment Rights Conferred. Nothing contained in the Plan shall (i)
confer upon any employee any right with respect to  continuation  of  employment
with any Employer or (ii) interfere in any way with the right of any Employer to
terminate an employee's employment at any time.

     (e) Other Laws;  Withholding.  The Company  shall not be obligated to issue
any  Stock  pursuant  to any Award  granted  under the Plan at any time when the
shares covered by such Award have not been  registered  under the Securities Act
of 1933 and such other  state and  federal  laws,  rules or  regulations  as the
Company or the Committee  deems  applicable and, in the opinion of legal counsel
for the Company,  there is no exemption from the  registration  requirements  of
such laws,  rules or  regulations  available  for the  issuance and sale of such
shares.  Unless the Awards and Stock  covered by this Plan have been  registered
under the  Securities  Act of 1933,  or the  Company  has  determined  that such
registration is unnecessary, each Holder exercising an Award under this Plan may
be required by the Company to give representation in writing that such Holder is
acquiring  such shares for his or her own account for  investment and not with a
view to, or for sale in connection  with, the  distribution of any part thereof.
No fractional shares of Stock shall be delivered,  nor shall any cash in lieu of
fractional  shares  be paid.  The  Company  shall  have the  right to  deduct in
connection  with all  Awards any taxes  required  by law to be  withheld  and to
require  any  payments   required  to  enable  it  to  satisfy  its  withholding
obligations.

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<PAGE>
     (f) No Restriction on Corporate Action. Nothing contained in the Plan shall
be construed to prevent the Company,  an Affiliate or any Subsidiary from taking
any  corporate  action  which is  deemed by the  Company,  an  Affiliate  or any
Subsidiary to be appropriate or in its best interest, whether or not such action
would  have an adverse  effect on the Plan or any Award made under the Plan.  No
Holder, beneficiary or other person shall have any claim against the Company, an
Affiliate or any Subsidiary as a result of any such action.

     (g) Restrictions on Transfer.  An Award shall not be transferable otherwise
than by will or the laws of descent and distribution and shall be exercisable by
the Holder of such Award or the  Holder's  guardian or legal  representative  in
accordance with the terms of the Option  Agreement,  Restricted Stock Agreement,
or Performance Award Agreement.

     (h) Beneficiary Designation.  Each Holder may name,  from time to time, any
beneficiary or beneficiaries  (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she receives any or all of such benefit.  Each designation will revoke all
prior  designations  by the same Holder,  shall be in a form  prescribed  by the
Committee,  and will be effective  only when filed by the Holder in writing with
the  Committee  during his  lifetime.  In the  absence of any such  designation,
benefits remaining unpaid at the Holder's death shall be paid to his estate.

     (i) Rule 16b-3. It is intended  that the grant of an Award made to a person
subject  to  Section  16 of the 1934 Act  meet all of the  requirements  of Rule
16b-3.  If any  provision  of any such Award would  disqualify  the Plan or such
Award under, or would  otherwise not comply with, Rule 16b-3,  such provision or
Award shall be construed or deemed amended to conform to Rule 16b-3.

     (j) Section  162(m).  If the Plan is subject to Section 162(m) of the Code,
it is intended that the Plan comply fully with and meet all the  requirements of
Section 162(m) of the Code so that Options granted  hereunder and, if determined
by  the  Committee,  Restricted  Stock  Awards  and  Performance  Awards,  shall
constitute "performance-based"  compensation within the meaning of such section.
If any  provision of the Plan would  disqualify  the Plan or would not otherwise
permit the Plan to comply with  Section  162(m) as so intended,  such  provision
shall  be  construed  or  deemed  amended  to  conform  to the  requirements  or
provisions of Section  162(m);  provided that no such  construction or amendment
shall  have an  adverse  effect on the  economic  value to a Holder of any Award
previously granted hereunder.

     (k) Indemnification.  Each person who is or shall have been a member of the
Committee or of the Board and any employee delegated  authority  hereunder shall
be indemnified and held harmless by the Company against and from any loss, cost,
liability,  or expense that may be imposed upon or reasonably incurred by him in
connection  with or resulting  from any claim,  action,  suit,  or proceeding to
which he may be a party or in which he may be  involved  by reason of any action
taken or failure to act under the Plan and  against and from any and all amounts
paid by him in settlement thereof,  with the Company's approval,  or paid by him
in satisfaction of any judgment in any such action,  suit, or proceeding against
him,  provided  he shall  give the  Company  prompt  written  notice of any such
action, suit or proceeding,  and an opportunity,  at its own expense, to handle,
defend  and/or  settle the same before he  undertakes  to handle,  defend and/or
settle it on his own behalf. The foregoing right of indemnification shall not be
exclusive  of any other rights or  indemnification  to which such persons may be
entitled under the Company's Articles of Incorporation or Bylaws, as a matter of
law, or otherwise,  or any power that the Company may have to indemnify  them or
hold them harmless.

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<PAGE>
     (l) Governing Law. This Plan shall be construed in accordance with the laws
of the State of Delaware and applicable federal law.

     IN WITNESS  WHEREOF,  and as  conclusive  evidence  of the  adoption of the
foregoing by the Board,  Howell  Corporation has caused this document to be duly
executed in its name and behalf by its proper officer  thereunto duly authorized
as of the date of the adoption of the Plan by the Board, being March 16, 1999.

                                     HOWELL CORPORATION



                               By:    /s/ ROBERT T. MOFFETT
                               ----------------------------
                                    Robert T. Moffett
                                     Vice President



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