Exhibit 4.3
                           GULFPORT ENERGY CORPORATION
                             1999 STOCK OPTION PLAN

        1.  Purpose.  The 1999 Stock  Option  Plan (the  "Plan") is  intended to
strengthen   Gulfport  Energy   Corporation  (the  "Company")  by  providing  to
employees, officers, directors,  consultants, and independent contractors of the
Company added  incentive for high levels of performance  and unusual  efforts to
increase the earnings of the Company.  The Plan seeks to accomplish this purpose
by enabling  specified  persons to  purchase  shares of Common  Stock,  $.50 par
value,  thereby  increasing their proprietary  interest in the Company's success
and encouraging them to remain in the employ or service of the Company.

        2.  Administration.  The Plan shall be administered by the  Compensation
Committee (the  "Committee" or  "Administrator")  of the Board of Directors (the
"Board") of the Company.  The number of  individuals  that shall  constitute the
Committee  shall be  determined  from time to time by a  majority  of all of the
members  of  the  Board,  and  unless  that  majority  of the  Board  determines
otherwise, shall be no less than two individuals; PROVIDED, however, that if the
members of the Board and the  Company's  executive  officers are subject to Rule
16b-3 under the Exchange Act, the Committee shall be comprised of either (a) the
entire Board or (b) persons who are "Non-Employee Directors" under Rule 16b-3 or
such other person as shall then be eligible to serve in such capacity under Rule
16b-3.  A  majority  of the  Committee  shall  constitute  a  quorum  (or if the
Committee is only two members, then both members shall constitute a quorum), and
subject to the  provisions  of Section 4, the acts of a majority  of the members
present at any meeting at which a quorum is present, or acts approved in writing
by all members of the Committee, shall be the acts of the Committee.

               The members of the  Committee  shall serve at the pleasure of the
Board,  which shall have the power,  at any time and from time to time to remove
members from or add members to the Committee.  Removal from the Committee may be
with or without cause. Any individual serving as a member of the Committee shall
have the right to resign from  membership in the Committee by written  notice to
the Board. The Board, and not the remaining members of the Committee, shall have
the power and authority to fill vacancies on the Committee,  however caused. The
Board shall  promptly  fill any vacancy that causes the number of members of the
Committee  to be below two or if the  Company  has a class of equity  securities
registered  pursuant to Section 12 of the Exchange  Act, any other  members that
Rule 16B-3 may require from time to time.

        3.  Shares  Available.  Subject to the  adjustments  provided in Section
5(g), the maximum number of shares of Common Stock, par value $.50 per share, of
the Company (the  "Common  Stock") in respect of which Option may be granted for
all purposes  under the Plan shall be 300,000  shares.  If, for any reason,  any
shares as to which  Options  have been  granted  cease to be subject to purchase
thereunder,  including the  expiration of such Option,  the  termination of such
Option prior to exercise,  or the  forfeiture of such Option,  such shares shall
thereafter  be available  for grants under the Plan.  Options  granted under the
Plan  may be  fulfilled  in  accordance  with the  terms  of the  Plan  with (i)
authorized and unissued  shares of the Common Stock,  (ii) issued shares of such
Common Stock held in the  Company's  treasury,  or (iii) issued shares of Common
Stock reacquired by the Company, in each situation as the Board or the Committee
may determine from time to time.

        4.  Authority of  Committee.  Subject to and not  inconsistent  with the
express  provisions of the Plan,  the Code and, if applicable,  Rule 16b-3,  the
Committee shall have plenary authority to:

<PAGE>

               a. determine the Key Employees and Eligible Non-Employees to whom
Options  shall be granted,  the time when such  Options  shall be  granted,  the
number of shares  covered by such Options,  the purchase price or exercise price
under  each such  Option,  the  period(s)  during  which such  Options  shall be
exercisable  (whether in whole or in part,  including whether such Options shall
become immediately exercisable upon the consummation of a "Change of Control" or
a "Qualifying  Public  Offering"),  the restrictions to be applicable to Options
and all other terms and provisions thereof (which need not be identical);

               b.  require,  if  determined  necessary  or  appropriate  by  the
committee in order to comply with Rule 16b-3,  as a condition to the granting of
any Option, that the Person receiving such Option agree not to sell or otherwise
dispose of such Option,  any Common Stock acquired  pursuant to such Option,  or
any other "derivative  security" (as defined by Rule 16a-1(c) under the Exchange
Act) for a period of six months  following the later of the date of the grant of
such Option or (ii) the date when the exercise  price of such Option is fixed if
such  exercise  price is not fixed at the date of grant of such  Option,  or for
such other period as the Committee may determine;

               c.  provide  an  arrangement  through  registered  broker-dealers
whereby  temporary  financing  may  be  made  available  to an  optionee  by the
broker-dealer,  under the rules and regulations of the Board of Governors of the
Federal Reserve, for the purpose of assisting the optionee in the exercise of an
Option,  such authority to include the payment by the Company of the commissions
of the broker-dealer;

               d. provide the establishment of procedures for an optionee (i) to
have  withheld  from the total  number of shares of Common  Stock to be acquired
upon the exercise of an Option that number of shares  having a Fair Market Value
which, together with such cash as shall be paid in respect of fractional shares,
shall  equal the  aggregate  exercise  price under such Option for the number of
shares then being acquired (including the shares to be so withheld), and (ii) to
exercise a portion of an Option by  delivering  that  number of shares of Common
Stock already owned by such optionee having an aggregate Fair Market Value which
shall equal the  partial  Option  exercise  price and to deliver the shares thus
acquired by such  optionee  in payment of shares to be received  pursuant to the
exercise of  additional  portions of such  Option,  the effect of which shall be
that such optionee can in sequence utilize such newly acquired shares in payment
of the exercise price of the entire Option,  together with such cash as shall be
paid in respect of fractional shares;

               e.  provide (in  accordance  with  Section 13 or  otherwise)  the
establishment of a procedure whereby a number of shares of Common Stock or other
securities  may be withheld  from the total  number of shares of Common Stock or
other  securities to be issued upon exercise of an Option to meet the obligation
of  withholding  for income,  social  security  and other  taxes  incurred by an
optionee  upon such  exercise  or  required  to be  withheld by the Company or a
Related Entity in connection with such exercise;

               f.  prescribe,  amend,  modify and  rescind rules and regulations
relating to the Plan;

               g.  make  all  determinations   permitted  or  deemed  necessary,
appropriate or advisable for the administration of the Plan,  interpret any Plan
or Option,  provision,  perform all other acts,  exercise all other powers,  and
establish  any other  procedures  determined  by the  Committee to be necessary,
appropriate,  or advisable in  administering  the Plan or for the conduct of the
Committee's business. Any act of the Committee, including interpretations of the
provisions  of the Plan or any Option and  determinations  under the Plan or any
Option shall be final, conclusive and binding on all parties;

<PAGE>

               h. delegate to the Chairman of the Board, Chief Executive Officer
or  President  of the Company the  authority  to grant  options to any  eligible
employee  of the  Company.  If such  authority  is  delegated,  the  Committee's
designation  of authority  shall  include the authority to determine (i) to whom
the Option is to be granted, (ii) the number of shares optioned, (iii) the terms
and conditions of the Option, and (iv) in the case of replacement  Options,  the
terms and conditions of such Option.

        The  committee  or any  person  to whom it has  delegated  authority  as
aforesaid  may employ one or more  Persons to render  advice with respect to any
responsibility  the  Committee  or such  Person  may have  under the  Plan.  The
Committee may employ attorneys,  consultants,  accountants, or other Persons and
the Committee,  the Company, and its officers and directors shall be entitled to
rely upon the advice,  opinions, or valuations of any such Persons. No member or
agent of the Committee shall be personally liable for any action,  determination
or  interpretation  made in good faith with  respect to the Plan and all members
and agents of the Committee  shall be fully  protected by the Company in respect
of any such action, determination or interpretation.

        5.     Terms and Conditions of Options.

               a. Only Eligible Participants shall be eligible to receive grants
of  Options  under  this  Plan.  "Eligible  Participants"  shall  mean:  (i) all
directors  of the  Company;  (ii)  all  officers  (whether  or not they are also
directors)  of the Company;  and (iii) all key employees (as such persons may be
determined  by the Stock  Option  Committee  from time to time) of the  Company,
provided that such officers and key employees  have a customary  work week of at
least forty hours in the employ of the Company.

               b. Type of Options. Each option granted under the Plan shall be a
non-qualified stock option (an "Option").

               c.  Options  and Grants.  Options  shall be  evidenced  by Option
Agreements.  The agreements  shall conform to the  requirements of the Plan, and
may contain such other provisions  (including  restrictions upon the exercise or
vesting of the Option,  and  provisions for the protection of the Options in the
event  of  mergers,  consolidations,  dissolutions,  and  liquidations)  as  the
Committee may deem advisable.

               d. Option Price. The price at which Common Stock may be purchased
upon  exercise of an Option shall be  determined  by the Committee in accordance
with its rules, or, in their absence, by the Committee's discretion.

               e. Period of Option.  The expiration date of such Option shall be
fixed by the Committee,  but,  notwithstanding  any provision of the Plan to the
contrary, such expiration date shall not be more than ten years from the date of
grant.

               f. Nontransferability of Stock Options. Each Option shall, by its
terms,  be  nontransferable  by the  Optionee  other  than by will,  the laws of
descent and distribution or pursuant to a domestic  relations order and shall be
exercisable during the Optionee's  lifetime only by the Optionee except pursuant
to a domestic relations order.

               g. Adjustments and Corporate Reorganizations.  If the outstanding
shares of Common  Stock are  increased  or  decreased,  or are  changed  into or
exchanged for a different number of kind of shares or securities, as a result of
one or more  reorganizations,  recapitalizations,  stock  splits,  reverse stock
splits,  stock dividends or the like,  appropriate  adjustments shall be made in
the  number  and/or  kind of shares  or  securities  for  which the  unexercised
portions of this Option may  thereafter be exercised,  all without any change in
the aggregate exercise price applicable to the unexercised  Options,  but with a
corresponding  adjustment  in the  exercise  price per share or other  unit.  No
fractional  share of stock shall be issued  under the  Options or in  connection
with any such adjustment.  Such adjustments  shall be made by or under authority
of the Board, whose determinations as to what adjustments shall be made, and the
extent thereof, shall be final, binding and conclusive.

<PAGE>

                      Upon the  dissolution  or  liquidation of the Company,  or
upon a reorganization,  merger or  consolidation of  the Company  as a result of
which the outstanding  securities of  the class  then subject to the Options are
changed  into or exchanged  for  cash or  property  or  securities  not  of  the
Company's  issue,  or  upon  a  sale  of substantially  all  the property of the
Company to, or the  acquisition  of stock representing  more than eighty percent
(80%) of  the voting  power of the stock  of the Company  then  outstanding  by,
another corporation  or person,  the Options shall terminate unless provision be
made  in writing  in connection  with such  transaction  for  the  assumption of
options  previously  granted under the Stock Option Plan under  which the Option
was granted, or the substitution for such options any options covering the stock
of  a  successor employer corporation,  or a  parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices, in which
event the  Options shall continue in the manner and under the terms so provided.
If the Options shall terminate pursuant  to the foregoing sentence, the Optionee
shall have the right, at such time prior to the  consummation of the transaction
causing such termination as the Company shall reasonably designate, to  exercise
all  Options  granted to  Optionee, including the Options not yet exercisable.

               h. Death of Holder of Option. Except as otherwise provided in the
applicable Option Agreement, in the event an Optionee to whom an Option has been
granted under the Plan dies during, or within three months after the termination
of,  his  employment  by the  Company,  such  Option  (unless it shall have been
previously terminated pursuant to the provisions of the Plan or unless otherwise
provided in his Option  Agreement)  may be  exercised  (to the extent the entire
number of  shares  covered  by the  Option  whether  or not  purchasable  by the
employee  at the date of his  death) by the  executor  or  administrator  of the
optionee's  estate or by the person or persons to whom the  optionee  shall have
transferred such Option by will or by the laws of descent and  distribution,  at
any time  within a period  of 12  months  after  his  death,  but not  after the
exercise termination date set forth in the relevant Option Agreement.

               i.     Exercise and Payment.

                      i.     An option  may be exercised  by notice (in the form
prescribed  by the  Committee) to the Company specifying the number of Shares to
be purchased.  Payment for the  number of Shares  purchased upon the exercise of
an option shall be made in full  at  the  price  provided  for in the applicable
Option  Agreement and such purchase  price shall be paid  by the delivery to the
Company of cash  (including  check or  similar  draft) in United States  dollars
or previously  owned whole Shares that have been owned by the  optionee for more
than six (6) months or a  combination  thereof.   Shares used in  payment of the
purchase  price shall be valued at their Fair Market Value as of the date notice
of exercise is received by the Company.   Any Shares  delivered  to  the Company
shall be in such form as is  acceptable to the Company.

                      ii.    The  Company  may defer making delivery  of  Shares
under the Plan until satisfactory arrangements have been made for the payment of
any tax attributable to exercise of an option.  The  Administrator may,  in  its
sole discretion,  permit an optionee to elect,  in such form and at such time as
the  Administrator  may prescribe,  to pay all or a portion of all taxes arising
in connection with the exercise of an option by electing to (A) have the Company
withhold whole Shares, or (B) deliver other whole Shares previously owned by the
optionee having a Fair Market Value  not greater than the amount to be withheld;
provided,  however,  that  the  amount  to  be  withheld  shall  not  exceed the
optionee's estimated total tax obligations associated with the transaction.

                             The Company may elect to pay an optionee the amount
of  optionee's  federal  and  state  income  tax  liability  attributable to the
granting of the Option, or the exercise by the optionee of the Option, whichever
the  case may be, to the extent  the  Company  receives  a  federal  income  tax
deduction for compensation  expense by  reason of the grant of the Option or the
exercise of that  Option by  optionee.  Within  ninety  (90) days after the year
in which the  optionee  incurs such tax liability by reason of grant or exercise
of the Option, the company by vote of the Board, and the optionee shall mutually
determine  the  amount  of  federal  and  state  income tax  liability  owing by
optionee  as a  result thereof  and shall  settle for  the amount  to be paid by
Company   to   Optionee  to   reimburse  optionee   for   that  liability  after
consideration and appropriate credit for the amount of federal and state  income
tax  withheld by the Company for the  optionee for the preceding year.

<PAGE>

        6. Amendment and  Termination.  The Board of the Company may at any time
and from time to time  suspend,  amend,  or terminate the Plan and may, with the
consent of an optionee,  make such  modifications of the terms and conditions of
that optionee's Stock Option as it shall deem advisable.

        7.  Rights  of  Eligible   Participants   and  Optionees.   No  Eligible
Participant,  optionee  or other  person  shall  have  any  claim or right to be
granted a Stock  Option  under this Plan,  and neither  this Plan nor any action
taken  hereunder  shall be deemed to give or be construed as giving any Eligible
Participant,  optionee or other person any right to be retained in the employ of
the Company.  Without limiting the generality of the foregoing,  no person shall
have  any  rights  as a  result  of  his or her  classification  of an  Eligible
Participant  or optionee,  such  classifications  being made solely to describe,
define and limit those persons who are eligible for consideration for privileges
under the Plan.

        8. Privileges of Stock Ownership;  Regulatory Law Compliance;  Notice of
Sale. No optionee shall be entitled to the  privileges of stock  ownership as to
any Option  Shares not actually  issued and  delivered.  No Option Shares may be
purchased  upon the  exercise  of a Stock  Option  unless and until all and then
applicable  requirements of all regulatory  agencies having jurisdiction and all
applicable requirements of the securities exchanges upon which securities of the
Company are listed (if any) shall have been fully  complied  with.  The optionee
shall,  not more than thirty (30) days after each sale or other  disposition  of
shares of Common Stock acquired pursuant to the exercise of Stock Options,  give
the Company notice in writing of such sale or other disposition.

        9.  Effective  Date of the Plan.  The Plan shall be deemed adopted as of
June 1, 1999.

        10.  Exculpation  and  Indemnification  of Stock  Option  Committee.  In
addition to any applicable  coverage under any directors and officers  liability
or similar  insurance  policy,  the  present,  former and future  members of the
Committee,  and each of them,  who is or was a director,  officer or employee of
the Company shall be indemnified by the Company to the extent  authorized in and
permitted  by the  Company's  Certificate  of  Incorporation,  and/or  Bylaws in
connection with all actions,  suits and proceedings to which they or any of them
may be a party by reason of any act or omission  of any member of the  Committee
under or in connection with the Plan or any Option granted thereunder.

        11.  Agreement  and  Representations  of Optionee.  Unless the shares of
Common Stock covered by this Plan have been  registered  with the Securities and
Exchange  Commission  pursuant  to  the  registration   requirements  under  the
Securities  Act of 1933,  each  optionee  shall:  (i) by and upon  accepting  an
Option,  represent  and agree in  writing,  in the form of the  letter  attached
hereto as Exhibit "A", for himself or herself and his or her transferees by will
or the laws of descent and distribution, that the Option shares will be acquired
for investment  purposes and not for resale or  distribution;  and (ii) and upon
the exercise of an Option, or a part thereof,  furnish evidence  satisfactory to
counsel for the Company,  including  written and signed  representations  in the
form of the letter attached hereto as Exhibit "B", to the effect that the Option
Shares  are  being  acquired  for  investment  purposes  and not for  resale  or
distribution,  and that the Option  Shares being  acquired  shall not be sold or
otherwise transferred by the optionee except in compliance with the registration
provisions  under the  Securities  Act of 1933,  as  amended,  or an  applicable
exemption therefrom. Furthermore, the Company, at its sole discretion, to assure
itself that any sale or distribution by the optionee complies with this Plan and
any applicable  federal or state securities laws, may take all reasonable steps,
including placing stop transfer  instructions with the Company's  transfer agent
prohibiting transfers in violation of the Plan and affixing the following legend
(and/or  such  other  legend or  legends  as the  Committee  shall  require)  on
certificates evidencing the shares:

<PAGE>

        "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
        UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  AND MAY NOT BE SOLD,
        PLEDGED,  HYPOTHECATED  OR OTHERWISE  TRANSFERRED OR OFFERED FOR SALE IN
        THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT WITH RESPECT TO THEM
        UNDER THE ACT OR A WRITTEN  OPINION OF COUNSEL  FOR THE HOLDER  THEREOF,
        WHICH OPINION SHALL BE ACCEPTABLE TO GULFPORT ENERGY  CORPORATION,  THAT
        REGISTRATION IS NOT REQUIRED."

At any time that an Optionee  contemplates  the disposition of any of the Option
Shares (whether by sale, exchange,  gift, or other form of transfer),  he or she
shall first notify the Company of such proposed disposition and shall thereafter
cooperate with the Company in complying with all applicable  requirements of law
which, in the opinion of counsel for the Company, must be satisfied prior to the
making of such disposition.  Before consummating such disposition,  the optionee
shall  provide to the Company an opinion of  optionee's  counsel,  of which both
such opinion and such counsel shall be  satisfactory  to the Company,  that such
disposition  will not result in a violation  of any state or federal  securities
laws or regulations. The Company shall remove any legend affixed to certificates
for Option Shares  pursuant to this Section if and when all of the  restrictions
on the transfer of the Option Shares, whether imposed by this Plan or federal or
state law, have terminated. Notwithstanding the optionee shall have the right to
have his  options  included  in the first  registration  statement  filed by the
Company  following  the grant of his  options.  If the Company has no  immediate
plans to file a registration  statement,  the Board, in its discretion may elect
to file a registration  statement specifically for the options granted under the
Plan.

        12. Severability. If any provision of this Plan as applied to any person
or to any circumstance shall be adjudged by a court of competent jurisdiction to
be void,  invalid,  or unenforceable,  the same shall in no way affect any other
provision   hereof,   the  application  of  any  such  provision  in  any  other
circumstances, or the validity or enforceability hereof.

        13. Construction.  Where the context or construction requires, all words
applied in the plural  herein  shall be deemed to have been used in the singular
and vice versa,  and the  masculine  gender  shall  include the feminine and the
neuter and vice versa.

        14. Headings. The headings of the several paragraphs herein are inserted
solely for  convenience  of reference and are not intended to form a part of and
are not  intended  to govern,  limit or aid in the  construction  of any term or
provision hereof.

        15.  Governing Law. To the extent not governed by the laws of the United
States, this Plan shall be governed by and construed in accordance with the laws
of the State of Delaware.

        16.  Conflict.  In the  event of any  conflict  between  the  terms  and
provisions  of this  Plan  and any  other  document,  agreement  or  instrument,
including  without  limitation,  any  Stock  Option  Agreement,  the  terms  and
provisions of this Plan shall control.


<PAGE>
                                   EXHIBIT "A"





                                              _____________, 1999




Gulfport Energy Corporation
6307 Waterford Blvd., Suite 100
Oklahoma City, OK  73118

Gentlemen:

        On this _____ day of  ____________,  1999, the undersigned has received,
pursuant to the Gulfport Energy  Corporation 1999 Stock Option Plan (the "Plan")
and the Stock Option Agreement (the  "Agreement") by and between Gulfport Energy
Corporation (the "Company") and the undersigned,  dated  ____________,  1999, an
option to  purchase  ________  shares of the no par  value  common  stock of the
Company (the "Stock").

        In consideration of the grant of such option by the Company:

        1. I hereby  represent  and warrant to you that the Stock to be acquired
pursuant  to the  option  will be  acquired  by me in good  faith and for my own
personal  account,  and not with a view to  distributing  the Stock to others or
otherwise  reselling  the stock in violation of the  Securities  Act of 1933, as
amended, or the rules and regulations promulgated thereunder.

        2. I hereby  acknowledge and agree that: (a) the Stock to be acquired by
me  pursuant  to the  Plan  has not  been  registered;  and (b) the  Stock to be
acquired by me will not be freely tradable unless the Stock is either registered
under the  Securities  Act of 1933, as amended,  or the holder  presents a legal
opinion  acceptable to Gulfport  Energy  Corporation  that the transfer will not
violate the federal securities laws.

        3. I understand  that the Company is relying upon the truth and accuracy
of the representations  and agreements  contained herein in determining to grant
such options to me and upon subsequently  issuing any Stock pursuant to the Plan
without the Company first registering the same under the Securities Act of 1933,
as amended.

        4. I understand that the  certificate  evidencing the Stock to be issued
pursuant to the Plan will  contain a legend upon the face  thereof to the effect
that the Stock is not  registered  under the Securities At of 1933 and that stop
transfer  orders  will  be  placed  against  the  shares  with  Gulfport  Energy
Corporation's transfer agent.

        5. In further consideration for the grant of an option to purchase Stock
of Gulfport Energy,  the undersigned hereby agrees to indemnify you and hold you
harmless  against  all  liability,   cost  or  expenses  (including   reasonable
attorney's  fees) arising out of or as a result of any distribution or resale of
shares of Stock issued by the  undersigned in violation of the securities  laws.
The  agreements  contained  herein  shall inure to the benefit of and be binding
upon  the  respective  legal  representatives,  successors  and  assigns  of the
undersigned and Gulfport Energy.

                                           Very truly yours,



                                           /s/
                                           -------------------------------------