1990 Nonemployee Director Stock Option Plan

1990 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN


OF


THE PHOENIX RESOURCE COMPANIES, INC.


(EFFECTIVE APRIL 9, 1990)


AS AMENDED THROUGH SEPTEMBER 29, 1995


(AMENDED TO REFLECT JANUARY 1995 & SEPTEMBER 1995 TWO-FOR-ONE SPLITS)


1. Purpose of the Plan.


This 1990 Nonemployee Director Stock Option Plan (the "Plan") is
intended as an incentive to retain as independent directors on the
Board of Directors of The Phoenix Resource Companies, Inc., a Delaware
corporation (the "Company"), persons of training, experience and
ability, to attract new directors whose services are considered
unusually valuable, to encourage the sense of proprietorship of such
persons and to stimulate the active interest of such persons in the
development and financial success of the Company. It is further
intended that the options issued pursuant to this Plan will not be
incentive stock options as that term is defined in Section 422A of the
Internal Revenue Code.


2. Administration of the Plan.


The Plan shall be administered by the Board of Directors, which shall
serve as the Stock Option Committee (the "Committee"). No member of
the Committee shall have been eligible to participate in any plan of
the Company or its affiliates other than this Plan which entitles
participants to acquire stock, stock appreciation rights or stock
options of the Company or its affiliates at any time within the
preceding twelve (12) months. No member of the Committee shall be
eligible to receive stock options under any other plan of the Company
or its affiliates which entitles participants to acquire stock, stock
appreciation rights or stock options of the Company or its affiliates
while serving on the Committee, other than the options received under
this Plan ("Options"). The Committee, exclusive of the Optionee (as
defined below) with respect to such grant, shall have power, subject
to the provisions of the Plan, to grant options under this Plan,
determine the terms and provisions of respective option agreements
(which need not be identical) and interpret the provisions and
supervise the administration of the Plan. All decisions and
selections made by the Company pursuant to the provisions of the Plan
shall be made by a majority of its members. Any decision reduced to
writing and signed by all of the members shall be fully effective as
if it had been made by a majority at a meeting duly held. The
Committee shall have the authority to grant to all the holders of an
outstanding Option in exchange for the surrender and cancellation of
such Option, a new Option having a purchase price lower than provided
in the Option so surrendered and cancelled and containing such other
terms and conditions as the Committee may prescribe in accordance with
the provisions of this Plan. All Options granted under this Plan are
subject to, and may not be exercised before, the approval of the Plan
by the stockholders of the Company pursuant to Rule 16b-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2 3. Designation of Participants; Grant of Options.


(a) Each director of the Company who is not otherwise an employee
of the Company or of any Parent or Subsidiary ("Optionees")
shall be granted Options as described in this Plan.


(b) Each Optionee serving as a director of the Company immediately
following the 1994 Annual Meeting of Stockholders shall
automatically be granted Options to purchase 16,000 shares of
Stock.


(c) Each Optionee elected as a new member of the Board of
Directors of the Company subsequent to the 1994 Annual Meeting
of Stockholders shall automatically be granted Options to
purchase 12,000 shares of Stock.


(d) If at any time any Optionee owns Options to purchase less than
12,000 shares of Stock, then such Optionee shall automatically
be granted Options covering a sufficient number of shares of
Stock so that after such grant such Optionee would hold in the
aggregate, including all Options previously granted to such
Optionee that remain outstanding, Options covering 12,000
shares of Stock.


4. Stock Reserved for the Plan.


Subject to adjustment as provided in Paragraph 9 hereof, shares of
Common Stock, par value $.001 per share ("Stock"), of the Company
shall be subject to this Plan. The Stock subject to this Plan shall
consist of unissued shares or previously issued shares reacquired and
held by the Company, or any Parent or wholly-owned subsidiary of the
Company. Initially, Three Hundred Thousand (300,000) shares of Stock
shall be and are hereby reserved for such purpose. Any of such shares
that may remain unsold and that are not subject to outstanding Options
at the termination of this Plan shall cease to be reserved for the
purpose of the Plan, but until termination of the Plan the Company
shall at all times reserve a sufficient number of shares to meet the
requirements of the Plan. Should any Option expire or be cancelled
prior to its exercise or relinquishment in full, the shares
theretofore subject to such Option may again be subjected to an Option
under the Plan.


5. Option Price.


(a) The purchase price of each share subject to a nonqualified
stock option under this Plan shall be the fair market value of
each share on the date the Option is granted.


(b) The fair market value of a share on a particular date shall be
deemed to be (i) in the event the Stock is not listed on a
stock exchange or traded in the over-the-counter market, the
value determined in good faith by the Board of Directors of
the Company, which determination shall be conclusive, (ii) in
the event the Stock is listed on a national or regional stock
exchange, the closing sales price per share of the Stock on
such exchange on the date, or, if there shall have been no
sale on that date, on the last preceding date on which such a
sale or sales were so reported (the "Sale Date") or (iii) if
the Stock is traded in the over-the-counter market, the mean
between the highest closing bid and lowest closing asked price
for the Stock as reported by the National Association of
Securities Dealers Automated Quotation System on the Sale
Date, or if not reported by such system,


2 3
the mean between the closing bid and asked price on the Sale
Date as quoted by such quotation source as shall be designated
by the Committee.


6. Option Period.


Options granted under this Plan shall terminate and be of no force and
effect with respect to any shares not previously taken up by the
Optionee upon the earliest to occur of the following: (a) the
expiration of ten (10) years from the date of granting of each Option;
(b) one year after the Optionee ceases to be a Director of the Company
by reason of death or Disability (as hereinafter defined) of the
Optionee; or (c) three (3) months after the Optionee ceases to be a
Director of the Company for any reason other than death or Disability.
For purposes of this Plan, Disability shall mean the inability of the
Optionee for a period of six (6) months, or the expected inability of
the Optionee for a period of six (6) months, substantially to perform
his duties to the Company.


7. Exercise of Options.


(a) The Options granted hereunder shall not be exercisable by the
Optionee until the completion of one year of service as a
director of the Company following the date of grant of such
Option, and at that time shall be exercisable as follows:


(i) Options to purchase 8,000 shares of Stock granted
pursuant to the provisions of Paragraph 3(b) shall
become exercisable one year following the date of
grant thereof; Options to purchase 4,000 shares of
Stock granted pursuant to the provisions of Paragraph
3(b) shall become exercisable two years following the
date of grant thereof; and Options to purchase 4,000
shares of Stock granted pursuant to the provisions of
Paragraph 3(b) shall become exercisable three years
following the date of grant thereof.


(ii) One-third of the shares covered by Options to
purchase Stock granted pursuant to the provisions of
Paragraph 3(c) shall become exercisable one year
following the date of grant thereof; an additional
one- third of the shares covered by Options to
purchase Stock granted pursuant to the provisions of
Paragraph 3(c) shall become exercisable two years
following the date of grant thereof; and the final
one-third of ...