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                                                                                EXHIBIT 10.12
                                                THIRD AMENDMENT TO
                                            UNITED MERIDIAN CORPORATION
                                        1987 NONQUALIFIED STOCK OPTION PLAN

1.   The United Meridian Corporation 1987 Nonqualified Stock Option Plan is hereby amended by amending and
restating section 4(d) to read in its entirety as follows:

(d)      Manner of Exercise.  Option Shares purchased upon exercise of options shall at the time of purchase be
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           paid for in full.  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, accompanied by full payment for the shares by certified or official bank check or the
           equivalent thereof acceptable to the Company.  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 the any requirements of law.  The Company shall satisfy its
           employment ax and other tax withholding tax, if any, that must be paid under federal, state and local
           law due to the exercise of the option, subject to such restrictions or procedures as the Company deems
           necessary to satisfy Rule 16b-3 of the Securities Exchange Act of 1934.  In the even the Option Shares
           issuable upon exercise are not registered under the Securities Act of 19933 (the "Act"), then the
           Company at the time of exercise will require, in addition, that the registered owner deliver an
           investment representation in form acceptable to the Company and its counsel, and the Company will
           place a legend on such certificate restricting the transfer of same.  There shall be no obligation or
           duty for the Company to register under the Act at any time the Options Shares issuable upon exercise
           of the options.

2.   The United Meridian Corporation 1987 Nonqualifed Stock Option Plan is hereby further amended by amending
Section 3 of Appendix A to read in its entirety as follows:
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3.       Manner of Exercise.  The Optionee (or other person entitled to exercise this option) shall purchase
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         shares of stock of the Company subject hereto by the payment to the Company of the purchase price in
         full and the amount of withholding tax due upon the exercise of the option. This option may be exercised
         from time to time of 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 by certified or
         official bank check or the equivalent thereof acceptable to the Company.  The Company will, as soon as
         is reasonably possible, notify the Optionee 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
         pays to the Company the amount of withholding specified in the Company's notice by certified or official
         bank check or the equivalent thereof acceptable to the Company.  At the time of delivery, the Company
         shall, without transfer or issue tax to the Optionee (or other personal 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.

3.   The United Meridian Corporation 1987 Nonqualified Stock Option Plan is hereby amended by amending and
restating Section 3 to read in its entirety as follows:

     3.  Participants.  All directors who are employees of the Company and all officers and other employees of
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the Company or any of its Affiliates may be granted options under the Plan.

4.   The United Meridian Corporation 1987 Nonqualified Stock Option Plan is hereby further amended by amending
and restating Section 5(1) to read in its entirety as follows:

     5.  Administration.
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         (a)  The plan shall be administered by a Compensation Committee (the "Committee") consisting of not less
than three (3) directors each of whom is a "disinterested person" as defined in Rule 16b-3(c) promulgated under
the Securities Exchange Act of 1934.  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 cuase, shall be filled by the Board of Directors.  The Committee shall select one of its
members 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 rules and regulations of 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.

     IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed by its duly authorized officer
as of November ___, 1993.

                                            UNITED MERIDIAN CORPORATION

                                            By:______________________________

                                            Name: ___________________________

                                            Title: ____________________________
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