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<SEC-DOCUMENT>/in/edgar/work/0000930413-00-001338/0000930413-00-001338.txt : 20001027
<SEC-HEADER>0000930413-00-001338.hdr.sgml : 20001027
ACCESSION NUMBER:		0000930413-00-001338
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20001026
EFFECTIVENESS DATE:		20001026

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TENGASCO INC
		CENTRAL INDEX KEY:			0001001614
		STANDARD INDUSTRIAL CLASSIFICATION:	 [1311
]		IRS NUMBER:				870267438
		STATE OF INCORPORATION:			TN
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-8
			SEC ACT:		
			SEC FILE NUMBER:	333-48694
			FILM NUMBER:		746633
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		603 MAIN AVE
				STREET 2:		SUITE 500
				CITY:			KNOXVILLE
				STATE:			TN
				ZIP:			37902
				BUSINESS PHONE:		4235231124
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		630 MAIN AVENUE
					STREET 2:		SUITE 500
					CITY:			KNOXVILLE
					STATE:			TN
					ZIP:			37902
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>

As filed with the Securities and Exchange Commission on: October 26, 2000
                                                     Registration No. 333- _____


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 TENGASCO, INC.
             (Exact name of registrant as specified in its charter)

TENNESSEE                                                           87-0267438
(State of incorporation)                         (I.R.S. Employer I.D. Number)


603 MAIN AVENUE
KNOXVILLE, TENNESSEE                                                     37902
(Address of principal executive offices)                            (zip code)

                       TENGASCO, INC. STOCK INCENTIVE PLAN
                             Full Title of the Plan

                              MR. ROBERT M. CARTER
                                    PRESIDENT
                                 TENGASCO, INC.
                                 603 MAIN AVENUE
                           KNOXVILLE, TENNESSEE 37902
                     (Name and address of agent for service)

                                 (865) 523-1124
          (Telephone number, including area code, of Agent for Service)





<PAGE>

                         CALCULATION OF REGISTRATION FEE

==========================================================================
Title of         Amount To         Proposed        Proposed        Amount
Class of         Be                Maximum         Maximum         of Fee
Securities To    Registered(1)     Price per       Offering
Be Registered                      Share(2)        Price
- --------------------------------------------------------------------------
Common           1,000,000         $9.00           $9,000,000      $2,376
Stock, $.001
par value
==========================================================================

- -------------

     (1)Pursuant to Rule 416 under the Securities Act of 1933, as amended,  this
registration statement also covers any additional securities that may be offered
or issued in connection with any stock split,  stock dividend,  recapitalization
or any other similar transaction  effected without the receipt of consideration,
which  results  in an  increase  in the number of the  Registrant's  outstanding
shares of Common Stock.

     (2)Estimated  in accordance  with Rule 457(h) under the  Securities  Act of
1933, as amended,  solely for the purpose of calculating  the  registration  fee
calculation  based on the  closing  price of the  Registrant's  Common  Stock as
reported on the American Stock Exchange on October 24, 2000.

                                        2

<PAGE>



                                     PART I

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

* Information required by Part I to be contained in the section 10(a) prospectus
(the  "Prospectus")  is omitted from this  Registration  Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the "Act"),  and the
Note to Part I of Form S-8. The Prospectus will be provided to the  participants
in the Tengasco, Inc. Stock Incentive Plan (the "Plan") as specified by Rule 428
(b)(1) of the Act.  The  Registrant  will also  provide  participants  a written
statement  advising them of the  availability,  without charge,  upon written or
oral  request,  of  documents  incorporated  by  reference  in Item 3 of Part II
hereof.  The  statement  shall also  include  the  address  listing the title or
department and telephone number to which the request is to be directed.


                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  filed by the  Registrant  with the Securities and
Exchange  Commission (the "Commission") are hereby  incorporated by reference in
this Registration Statement:

     1.  Registrant's  Annual  Report on Form  10-KSB for the fiscal  year ended
December 31, 1999.

     2. Registrant's Quarterly Report on Form 10-QSB for the Quarter ended March
31, 2000.

     3. Registrant's  Quarterly Report on Form 10-QSB for the Quarter ended June
30, 2000.

     4. Registrant's Current Report on Form 8-K for event dated August 16, 2000.

     5. The  Description  of the  Registrant's  Common  stock  contained  in the
Registrant's  Registration  statement on Form 10-SB filed with the Commission on
August 5, 1997,  File No.  0-20975,  pursuant to Section 12(g) of the Securities
Exchange

                                        3

<PAGE>

Act of 1934 (the "Exchange  Act"),  including any report or amendment  filed for
the purpose of updating such description.

     6. The In addition, all documents subsequently filed by Registrant pursuant
to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post- effective  amendment which indicates that all securities offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this registration  statement and to be
a part hereof from the date of filing of such documents.


ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of shares of Common Stock offered hereby have been passed upon
for the Registrant by Robson Ferber Frost Chan & Essner,  LLP, 530 Fifth Avenue,
New York, New York 10036. As of the date of this Registration Statement, certain
partners of Robson Ferber Frost Chan & Essner, LLP beneficially own an aggregate
of 35,100 shares of the  Registrant's  Common Stock, all of which were purchased
in the open market. In addition,  certain partners of Robson Ferber Frost Chan &
Essner,  LLP have been  granted  options to  purchase  additional  shares of the
Registrant's Common Stock and may further be granted options and/or rights under
the Plan.  However,  if such options  and/or  rights are granted under the Plan,
such grant will be  conditioned  upon the  surrender to the Company of any prior
options granted.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Registrant  is a  Tennessee  corporation.  Section  48-18-502  of  the
Tennessee  Business  Corporation  Act  (the  "TBCA")  allows  a  corporation  to
indemnify  any  director  in any  civil or  criminal  proceeding  (other  than a
proceeding  by or in the  right of the  corporation  in which the  director  was
adjudged  liable to the  corporation or any other  proceeding in which he or she
was adjudged  liable on the basis that he or she improperly  received a personal
benefit)  by reason of  service as a  director  if the person to be  indemnified
conducted himself or herself in good faith and in a manner  reasonably  believed
to be in, or not opposed to, the best  interests of the  corporation,  and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the conduct was unlawful.



                                        4

<PAGE>



     Unless  limited by its charter,  Section  48-18-503 of the TBCA  requires a
corporation to indemnify a director who was wholly successful,  on the merits or
otherwise,  in the  defense  of any  proceeding  to  which he or she was a party
because of his or her role as director against  reasonable  expenses incurred in
connection with the proceeding.  The  Registrant's  charter does not provide any
limitations on this right of indemnification.

     Pursuant to Section  48-18-504 of the TBCA,  the  Registrant  may advance a
director's  expenses  incurred in defending  any  proceeding  upon receipt of an
undertaking  and a statement of the director's  good faith belief that he or she
has met the standard of conduct described in Section 48-18-502.

     Section  48-18-505  of the TBCA  permits  a court,  upon  application  of a
director,  to  order  indemnification  if it  determines  that the  director  is
entitled to mandatory  indemnification under Section 48-18-503 or that he or she
is fairly and reasonably entitled to  indemnification,  whether or not he or she
met the standards set forth in Section 48-18-502.

     Section  48-18-506  of  the  TBCA  limits   indemnification  under  Section
48-18-502 to  situations  in which  either (i) the  majority of a  disinterested
quorum of  directors;  (ii)  independent  special  legal  counsel;  or (iii) the
stockholders determine that indemnification is proper under the circumstances.

     Section  48-18-507 of the TBCA extends  certain  indemnification  rights to
officers, employees and agents of a corporation as well.

     Regardless of whether a director,  officer, employee or agent has the right
to indemnity under Section 48-18-502 or Section  48-18-503 of the TBCA,  Section
48-18-508  allows the  corporation to purchase and maintain  insurance on his or
her behalf against liability resulting from his or her corporate role.

     Section  48-18-509 of the TBCA provides that the rights to  indemnification
and  advancement of expenses  shall not be deemed  exclusive of any other rights
under any bylaw, agreement, stockholder vote or vote of disinterested directors;
however,  no indemnification  may be made where a final adjudication  adverse to
the director  establishes his or her liability for breach of the duty of loyalty
to the  corporation  or its  stockholders  or for acts or omissions  not in good
faith or which involve intentional misconduct or a knowing violation of law.

     Insofar as  indemnification  for  liabilities  arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Regsitrant  has been
advised that in the

                                        5

<PAGE>



opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Act and is, therefore, unenforceable.

     In the event  that a claim for  indemnification  against  such  liabilities
(other  than  payment  by the  Registrant  of  expenses  incurred  or  paid by a
director,  officer or  controlling  person of the  Registrant in the  successful
defenses  of any action,  suit or  proceeding)  is  asserted  by such  director,
officer or controlling  person in connection  with the securities  being offered
hereunder, the Registrant will, unless in the opinion of its counsel that matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the questions whether such  indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

4.1      Tengasco, Inc. Incentive Stock Plan

5.1      Opinion of Robson Ferber Frost Chan & Essner, LLP

23.1     Consent of BDO Seidman, LLP

23.2     Consent of Robson  Ferber  Frost  Chan & Essner,  LLP is  contained  in
         Exhibit No. 5.1

24.1     Reference  is  made to the  Signatures  section  of  this  Registration
         Statement for the Power of Attorney contained therein.


ITEM 9. UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made of
the  securities   registered   hereby,  a   post-effective   amendment  to  this
Registration Statement:

        (A) to include any prospectus required by Section 10(a)(3) of the Act;


                                        6

<PAGE>



        (B) to reflect in the  prospectus  any facts or events arising after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the Registration  Statement;
and

        (C) to include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however, that paragraphs (a)(1)(A) and (a)(1)(B) do not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the Registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
Registration Statement.

     (2) That, for the purpose of determining  any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

       (b) The undersigned  Registrant  hereby  undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       (c) Insofar as indemnification  for liabilities arising under the Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public policy as expressed in the Act and is, therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                        7

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form  S-8 and has  duly  cause  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Knoxville, State of Tennessee, on October 26, 2000.

                                                TENGASCO, INC.
                                                (Registrant)

                                                By:  /s/ ROBERT M. CARTER
                                                    ------------------------
                                                Robert M. Carter, President



                                Power of Attorney


     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints  Robert M. Carter and Mark A. Ruth, and each of
them, his or her true and lawful  attorneys-in-fact  and agents,  each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities,  to sign any and all amendments,  to
this  Registration  Statement on Form S-8, and to file the same,  with  exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange Commission,  granting unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in person,  hereby  ratifying and  confirming all that each of
said  attorneys-in-fact and agents or their substitutes may lawfully do or cause
to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this report has
been signed below by the following  persons on behalf of the  registrant  and in
their capacities and on the dates indicated.


                                        8

<PAGE>



Signature                           Title                               Date



s/MALCOLM E.  RATLIFF               Chief Executive Officer;   October 25, 2000
- ---------------------
Malcolm E. Ratliff                  Chairman of the Board
                                    Of Directors


s/JOSEPH EARL ARMSTRONG             Director                   October  25, 2000
- -----------------------
Joseph Earl Armstrong


s/BENTON L. BECKER                  Director                   October  25, 2000
- -------------------
Benton L. Becker


s/EDWARD W.T. GRAY III               Director                  October  26, 2000
- ---------------------
Edward W.T. Gray


s/ROBERT D. HATCHER, JR.            Director                   October  25, 2000
- ------------------------
Robert D. Hatcher, Jr.


s/SANFORD E. MCCORMICK              Director                   October  25, 2000
- ----------------------
Sanford E. McCormick


s/SHIGEMI MORITA                    Director                   October  25, 2000
- ----------------------
Shigemi Morita


s/ALLEN H. SWEENEY                  Director                   October  25, 2000
- -------------------
Allen H. Sweeney


s/ROBERT M. CARTER                  President                  October  25, 2000
- ----------------------
Robert M. Carter


s/MARK A. RUTH                      Principal Financial        October  25, 2000
- ----------------------              and Accounting Officer
Mark A. Ruth

                                        9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>ARTICLE 1
<TEXT>




                       TENGASCO, INC. STOCK INCENTIVE PLAN


                                    ARTICLE 1

                                    THE PLAN

     1.1.  NAME.  The name of this Plan is the Tengasco,  Inc.  Stock  Incentive
Plan.

     1.2 PURPOSE AND SCOPE.

        (a) The  purposes  of the Plan are to (i)  attract  and  retain the best
available personnel for positions of substantial responsibility,  (ii) encourage
ownership  of the  Company's  common  stock by Employees of the Company (and any
current  or  future  Parent  or  Subsidiary  of the  Company),  (iii)  encourage
ownership of the  Company's  common stock by the  Company's  Directors  (and any
current or future Parent or  Subsidiary  of the  Company),  and (iv) promote the
Company's  business  success by  creating a  long-term  mutuality  of  interests
between its Employees,  non-employee Directors,  other Plan participants and the
Company's shareholders.

        (b) The Plan provides for the granting of (i) Incentive  Stock  Options,
Nonqualified Stock Options and stock appreciation  rights ("SARs") to Employees;
and, (ii) Nonqualified  Stock Options and SARs to non-employee  Directors of the
Company and Consultants to the Company.

     1.3  EFFECTIVE  DATE AND  DURATION OF PLAN.  This Plan is  effective  for a
ten-year period  commencing on October 25, 2000, and ending on October 24, 2010,
provided that options and SARs granted  under the Plan prior to the  termination
date  shall  continue  to be  exercisable  in  accordance  with the terms of the
Agreement granting such option or SAR beyond termination of the Plan.



<PAGE>
                                    ARTICLE 2
                                   DEFINITIONS

     Capitalized  terms in this Plan shall have the following  meanings  (unless
the context plainly requires that a different meaning apply):

     2.1 ACT. The  Securities  Act of 1933, as amended from time to time, or any
replacement legislation.

     2.2  AGREEMENT.  Written  agreement  between the Company and the  Recipient
granting the option or SAR to the Recipient.

     2.3 BOARD. The Board of Directors of the Company.

     2.4 CODE. The Internal  Revenue Code of 1986, as amended from time to time,
or any replacement legislation and regulations promulgated thereunder.

     2.5 COMMITTEE.  The stock option or compensation committee appointed by the
Board,  if one is  appointed.  If no  Committee  has  been  appointed,  the term
Committee  shall mean the Board.  The Committee  shall consist  solely of two or
more Non-Employee  Directors as that term is defined under Regulation  240.16b-3
promulgated by the Securities and Exchange Commission.

     2.6 COMMON STOCK. The Company's $.001 par value common stock.

     2.7 COMPANY. Tengasco, Inc. and any successor to such corporation,  whether
by merger, consolidation, liquidation or otherwise.

     2.8  CONSULTANT.  Any  person  engaged  by the  Company  (or any  Parent or
Subsidiary)  as a  non-employee  service  provider  pursuant  to the  terms of a
written contract.

     2.9 DIRECTOR. Any duly elected member of the Board.

     2.10  DISABILITY.  Permanent  and total  disability  within the  meaning of
Section 22(e)(3) of the Code.

     2.11  EMPLOYEE.  All  persons  employed  by the  Company  or any  Parent or
Subsidiary, including officers, whether full-time or part-time.

     2.12  EXCHANGE  ACT. The  Securities  Exchange Act of 1934, as amended from
time to time, or any replacement legislation.

                                      -2-
<PAGE>


     2.13 FAIR MARKET VALUE.  The closing price per share of Common Stock on the
American Stock Exchange or nationally  recognized  securities  exchange on which
the stock is  listed.  If the  stock is not  listed  on a  generally  recognized
securities  exchange,  Fair Market Value shall be determined by the Committee in
good faith,  using such criteria as the Committee  may, in its sole  discretion,
deem appropriate.

     2.14 INCENTIVE STOCK OPTION. Any stock option granted under this Plan which
is  intended to qualify as an  "incentive  stock  option"  within the meaning of
Section 422 of the Code.

     2.15  NONQUALIFIED  STOCK OPTION.  Any stock option granted under this Plan
which is not intended to qualify as an Incentive Stock Option.

     2.16  OPTIONED  SHARES.  Those  Shares  subject to a stock  option  granted
pursuant to this Plan.

     2.17  PARENT.  A parent  corporation,  whether now or  hereafter  existing,
within the meaning of Section 424(e) of the Code.

     2.18 PLAN. The Tengasco, Inc. Stock Incentive Plan, as amended from time to
time.

     2.19  RECIPIENT.  An  individual  who has  received  a stock  option or SAR
pursuant to this Plan.

     2.20  SHARE.  One share of the  Company's  Common  Stock,  as  adjusted  in
accordance with Section 5.7 of this Plan.

     2.20 SAR.  A stock  appreciation  right  which  entitles  the  holder  upon
exercise of that right to the product of (a) the excess of the Fair Market Value
of one Share on the date of exercise over the price per share established by the
Committee  (in its sole  discretion)  for the grant and (b) the number of Shares
subject to the grant,  payable in either  Shares,  cash or a combination  of the
two, as provided in Section 5.4(b).

     2.21  SUBSIDIARY.  A  subsidiary  corporation,  whether  now  or  hereafter
existing, within the meaning of Section 424(f) of the Code.



                                      -3-
<PAGE>



                                    ARTICLE 3
                               PLAN ADMINISTRATION

     3.1 ADMINISTRATION.

        (a) The Plan shall be administered by the Committee. The Committee shall
have the  authority,  in its sole  discretion,  including,  but not  limited to,
determining  the  individuals who shall receive options and SARs; the times when
they  shall  receive  them;  whether  an  option  shall  be  an  Incentive  or a
Nonqualified Stock Option; whether an SAR shall be granted separately, in tandem
with or in  addition  to an  option;  the number of shares to be subject to each
option and SAR;  the term of each  option and SAR;  the date each option and SAR
shall  become  exercisable;  whether  an option or SAR shall be  exercisable  in
whole, in part or in installments,  and if in installments, the number of shares
to be subject to each installment; whether the installments shall be cumulative,
the  date  each  installment  shall  become  exercisable  and  the  term of each
installment;  whether to  accelerate  the date of exercise  of any  installment;
whether  shares may be issued on exercise of an option as partly  paid,  and, if
so, the dates when future  installments  of the exercise  price shall become due
and the amounts of such installments;  the exercise price of each option and the
base price of each SAR; the form of payment of the exercise  price;  the form of
payment by the  Company  upon the  Recipient's  exercise  of an SAR;  whether to
require that the Recipient remain in the employ of the Company or its Subsidiary
for a period of time from and after  the date the  option or SAR is  granted  to
him; the amount necessary to satisfy the Company's obligation to withhold taxes;
whether to restrict the sale or other  disposition of the shares of Common Stock
acquired  upon the exercise of an option and to waive any such  restriction;  to
subject  the  exercise  of  all  or  any  portion  of an  option  or  SAR to the
fulfillment of  contingencies as specified in the Agreement,  including  without
limitations,  contingencies  relating to financial  objectives (such as earnings
per share,  cash flow  return,  return on  investment  or growth in sales) for a
specified period for the Company,  and/or the period of continued  employment of
the Recipient with the Company or its Subsidiary,  and to determine whether such
contingencies have been met; to construe the respective Agreements granting such
options and


                                      -4-

<PAGE>

SARs;  with the consent of the Recipient,  to cancel or modify an option or SAR,
provided such option or SAR as modified would be permitted to be granted on such
date under the terms of the Plan; and to make all other determinations necessary
or advisable for administering the Plan. The  determinations of the Committee on
the matters referred to herein shall be conclusive.

        (b) Options and SARs granted  under this Plan shall be evidenced by duly
adopted  resolutions of the Committee  included in the minutes of the meeting at
which they are  adopted or in a unanimous  written  consent.

        (c) The  Committee  shall  endeavor  to  administer  the Plan and  grant
options and SARs hereunder in a manner that is compatible  with the  obligations
of persons subject to Section 16 of the Exchange Act,  although  compliance with
Section 16 is the  obligation  of the  Recipient,  not the Company.  Neither the
Committee,  the Board, nor the Company can assume any legal responsibility for a
Recipient's  compliance  with his  obligations  under Section 16 of the Exchange
Act.

        (d) No member of the  Committee  or the  Board  shall be liable  for any
action taken or determination made in good faith with respect to the Plan or any
option or SAR granted hereunder.

                                    ARTICLE 4
                             ELIGIBILITY FOR GRANTS

     4.1 ELIGIBILITY AND TERMS OF GRANTS.

        (a) The Committee shall have full  discretionary  authority to determine
the persons eligible to receive an option or SAR.

        (b) In determining  the persons to whom options or SARs shall be granted
and the  number of shares to be  covered by each  option or SAR,  the  Committee
shall  take into  account  the duties of the  respective  persons,  their  past,
present and  potential  contributions  to the success of the  Company,  and such
other factors as the Committee shall deem relevant to accomplish the purposes


                                      -5-
<PAGE>
of the Plan.

        (c) A Recipient  shall be eligible to receive  more than one grant of an
option or SAR  during  the term of the Plan,  on the  terms and  subject  to the
restrictions set forth herein.

     4.2 GRANTING OF OPTIONS.

        (a)  The  granting  of  any  option  or SAR  shall  be  entirely  in the
discretion of the Committee and nothing in the Plan shall be construed as giving
any Employee, Director or Consultant any right to participate under this Plan or
to receive any option or right under it.

        (b) The Committee may, in its sole  discretion,  accept the cancellation
of  outstanding  options or SARs in return for the grant of new  options or SARs
for the same or different number and at the same or different option price.

                                    ARTICLE 5
                               GENERAL PROVISIONS

     5.1 STOCK SUBJECT TO PLAN.

        (a) The stock  subject to options or SARs  hereunder  shall be shares of
Common Stock.  Such shares,  in whole or part,  may be  authorized  but unissued
shares,  reacquired  shares or both.  The  aggregate  number of shares of Common
Stock as to which  options  and SARs may be granted  from time to time under the
Plan shall not exceed  1,000,000,  subject to  adjustment as provided in Section
5.7 hereof.  The Company  shall at all times during the term of the Plan reserve
and keep  available  such number of shares of Common Stock as will be sufficient
to satisfy the requirements of the Plan

        (b) Any shares  subject to an option or SAR which for any reason expire,
are canceled or are terminated  unexercised  (other than those which expire, are
canceled or terminated pursuant to the exercise of a tandem SAR or option) shall
again become  available for the granting of options or SARs under the Plan.  The
number of shares of Common  Stock  underlying  that  portion of an option or SAR
which is exercised  (regardless of the number of shares  actually  issued) shall
not
                                       -6-
<PAGE>

again become available for grant under the Plan.

     5.2 TERMS AND CONDITIONS; AGREEMENTS. Each option or SAR granted under this
Plan shall be evidenced by a written  agreement  (the  "Agreement")  between the
Company and the Recipient.  The Agreement shall be in the form determined by the
Committee  in  its  discretion  and  shall  be  subject  to  such  amendment  or
modification  from  time  to time  as the  Committee  shall  deem  necessary  or
appropriate to comply with or take advantage of applicable  laws or regulations.
Each Agreement shall  specifically  identify the portion,  if any, of the option
which  constitutes  an Incentive  Stock Option and the  portion,  if any,  which
constitutes a Nonqualified Stock Option. Each Agreement shall comply with and be
subject to the  following  terms and  conditions:

        (a) NUMBER OF SHARES.  Each  Agreement  shall state the number of shares
covered by the option or SAR.

        (b) EXERCISE PRICE AND BASE PRICE.

            (1) Each Agreement  shall state the exercise price for the option or
the base price for the SAR which price shall be determined by the Committee.

            (2) The date on which the  Committee  adopts a resolution  expressly
granting  an option or SAR shall be  considered  the day on which such option or
SAR is granted,  unless a future date is  specified in the  resolution,  and the
Fair Market Value of the Common Stock to which such option or SAR relates  shall
be determined at the close of the day on which the resolution is adopted, unless
another value and/or another date is specified in the resolution.

        (c) TERM.  Each  Agreement  shall  state the period  during and times at
which the option or SAR shall be  exercisable,  in accordance with the following
limitations:

            (1) The date on which the  Committee  adopts a resolution  expressly
granting  an option or SAR shall be  considered  the day on which such option or
SAR is granted,  although such grant shall not be effective  until the Recipient
has executed an Agreement with respect to such option or SAR.

            (2) Subject to the  provisions  of section 7.4 hereof,  the exercise
period of any option or SAR shall not exceed ten (10) years from the date of the
grant of the option or SAR.


                                      -7-
<PAGE>


            (3) The  Committee  shall have the authority to accelerate or extend
the  exercisability of any outstanding option or SAR at such time and under such
circumstances  as it, in its sole  discretion,  deems  appropriate.  No exercise
period may be so extended  to  increase  the term of an option or SAR beyond ten
(10) years from the date of the grant.

            (4) The exercise  period shall be subject to earlier  termination as
provided in Sections 5.5 and 5.6 hereof,  and  furthermore,  shall be terminated
upon  surrender of the option or SAR by the Recipient if such surrender has been
authorized in advance by the Committee.

     5.3 NOTICE OF INTENT TO  EXERCISE  OPTION OR SAR.  An option or SAR granted
under the Plan may be exercised in whole or in part by notifying the Company (or
its  designee)  in the  manner  and upon the  terms  as may be  provided  in the
Agreement.

     5.4  EXERCISE  OF OPTION OR SAR.

        (a) Upon receipt by the Company (or its designee) of the notice provided
in Section  5.3,  an option  shall  deemed to be  exercised  as to the number of
Shares specified in such notice and Shares in that amount shall be issued to the
Recipient upon payment to the Company of the amount  specified in Section 6.2 or
7.5,  whichever is applicable.  The option  purchase price shall be paid in full
upon exercise unless the Agreement permits  installment  payments.  The purchase
price for the option shall be paid in cash,  or in shares of Common Stock having
a Fair  Market  Value  equal  to  such  option  price,  or in  property  or in a
combination  of cash  shares  and  property  and,  subject  to  approval  of the
Committee,  may be  effected  in whole or in part with funds  received  from the
Company at the time of exercise as a  compensatory  cash payment.  The Committee
shall have the sole and absolute discretion to determine whether or not property
other than cash or Common Stock may be used to purchase the Optioned Shares.

        (b) Upon receipt by the Company (or its designee) of the notice provided
in Section 5.3 of the exercise of a SAR, the SAR shall deemed to be exercised as
to the number of Shares  specified in the notice and the Committee  shall (as it
may determine in its sole  discretion)  issue to the Recipient either (1) Shares
of Common Stock based on the Fair Market Value on the date of payment  (with any
fractional Shares to be paid in cash), (2) cash or (3) a combination of Shares


                                      -8-
<PAGE>

and cash,  equal in value (in United States dollars) to the amount payable under
the SAR. Any cash  payment to be made by the Company  under this Section may, as
determined by the Committee in its sole  discretion,  be payable in installments
over a period of no more than 6 months.


     5.5 TERMINATION.  Except as provided herein or in the Agreement,  an option
or SAR may not be exercised unless the Recipient then is an Employee or Director
of or  consultant  to the Company (or a  corporation  or a parent or  subsidiary
corporation  of such  corporation  issuing  or  assuming  the option or SAR in a
transaction  to which  Section  424(a)  of the Code  applies),  and  unless  the
Recipient  has  remained  continuously  as an Employee or officer or Director or
consultant  to the  Company  since the date of grant of the  option or SAR.

        (a) Unless otherwise provided in the Agreement,  if the Recipient ceases
to be an Employee or Director of, or consultant  to, the Company  (other than by
reason of death,  Disability or  retirement),  all options and SARs  theretofore
granted to such  Recipient  that are  exercisable  at the time of such cessation
may,  unless  earlier  terminated in accordance  with their terms,  be exercised
within  three  months  after  such  cessation;  provided,  however,  that if the
employment or consulting  relationship of a Recipient shall  terminate,  or if a
Director shall be removed,  for cause, all options and SARs theretofore  granted
to such  Recipient  shall to the  extent  not  previously  exercised,  terminate
immediately.  Any such determination by the Committee as to whether  termination
is for cause shall be final and biding upon the Recipient.

        (b) Options and SARs granted under the Plan shall not be affected by any
change in the status of a Recipient  so long as he  continues  to be  associated
with the Company or its Subsidiary.

        (c) Nothing in the Plan or in any Option or SAR granted  hereunder shall
confer upon a Recipient  any right to continue in the employ of or maintain  any
other  relationship  with the Company or  interfere in any way with the right of
the Company to  terminate  such  employment  or other  relationship  between the
Recipient and the Company.

     5.6 DEATH, DISABILITY OR RETIREMENT OF RECIPIENT. Unless otherwise provided
in the Agreement, if a Recipient shall die while an Employee or Director of or a
consultant to the


                                      -9-

<PAGE>

Company,  or  if  the  Recipient's  employment,  officer  status  or  consulting
relationship shall terminate by reason of Disability or retirement,  all options
or  SARs  theretofore  granted  to  such  Recipient,  whether  or not  otherwise
exercisable,  unless earlier  terminated in accordance with their terms,  may be
exercised  by the  Recipient  or by the  Recipient's  estate or by a person  who
acquired the right to exercise such options or SARs by bequest or inheritance or
otherwise by reason of the death or  Disability  of the  Recipient,  at any time
within  one year  after  the date of  death,  Disability  or  retirement  of the
Recipient;  provided,  however, that in the case of Incentive Stock Options such
one-year period shall be limited to three months in the case of retirement.

     5.6 NON-TRANSFERABILITY OF OPTIONS; RESTRICTIONS ON TRANSFERABILITY.

        (a) No  option  or SAR  granted  under  the Plan  shall be  transferable
otherwise  than by will or the laws of descent and  distribution,  or  qualified
domestic  relations  order as  defined  in the  Code or Title I of the  Employee
Retirement  Income  Security Act, and options and SARs may be exercised,  during
the lifetime of the holder  thereof,  only by him or his legal  representatives.
Notwithstanding the foregoing, at the discretion of the Committee,  Nonqualified
Stock Options may be transferred in a transaction for estate planning  purposes.

        (b) Any  attempted  sale,  pledge,  assignment,  hypothecation  or other
transfer of an option  contrary to the provisions  hereof and/or the levy of any
execution,  attachment or similar process upon an option, shall be null and void
and without force or effect and shall result in a termination of the option.

        (c) As a condition  to the transfer of any shares of Common Stock issued
upon exercise of an option  granted under this Plan,  the Company may require an
opinion  of  counsel,  satisfactory  to the  Company,  to the  effect  that such
transfer will not be in violation of the Act or any other applicable  securities
laws or that such transfer has been registered  under Federal and all applicable
state securities laws. Further,  the Company shall be authorized to refrain from
delivering or  transferring  shares of Common Stock issued under this Plan until
the  Committee  determines  that such  delivery  or  transfer  will not  violate
applicable  securities  laws and the  Recipient  has tendered to the Company any
Federal, state or local tax owed by the Recipient as a result of exercising the


                                      -10-
<PAGE>

Option or SAR or  disposing of  any Common Stock when the  Company  has  a legal
liability to satisfy  such tax. The Company  shall not be liable for damages due
to delay in the  delivery or issuance  of any stock  certificate  for any reason
whatsoever,   including,   but  not  limited  to,  a  delay  caused  by  listing
requirements of any securities  exchange or any registration  requirements under
the Act, the Exchange Act, or under any other state,  federal or provincial law,
rule or  regulation.  The Company is under no  obligation  to take any action or
incur any expense in order to  register  or qualify the  delivery or transfer of
shares of Common  Stock  under  applicable  securities  laws or to  perfect  any
exemption from such registration or qualification. Furthermore, the Company will
not be liable to any  Recipient  for  failure to deliver or  transfer  shares of
Common Stock if such failure is based upon the provisions of this paragraph.

     5.7 RECAPITALIZATION;  EFFECT OF OTHER CHANGES.

        (a) Subject to any required  action by the  shareholders of the Company,
the aggregate number of Shares for which options may be granted  hereunder,  the
number of Shares  covered by any  outstanding  option or SAR,  and the price per
Share  thereof under each such option or SAR shall be  proportionately  adjusted
for the following:  (a) any dividend or other distribution declared as to Common
Stock which is payable in Shares:  and (b) an increase or decrease in the number
of  outstanding  shares of Common Stock  resulting from a stock split or reverse
split of shares,  recapitalization or other capital  adjustment.  All fractional
Shares  or other  securities  which  result  from  such an  adjustment  shall be
eliminated  and not carried  forward to any  subsequent  adjustment.

        (b) In the  event of the  proposed  dissolution  or  liquidation  of the
Company, or any corporate separation or division, including, but not limited to,
split-up,  split-off or spin-off,  or a merger or  consolidation  of the Company
with  another  corporation,  the  Committee  may provide that the holder of each
option and SAR then exercisable  shall have the right to exercise such Option or
SAR (at its then  current  exercise  price)  solely  for the kind and  amount of
shares of stock and other securities,  property, cash or any combination thereof
receivable upon such dissolution, liquidation, corporate separation or division,
or merger or consolidation by a holder of the number of Shares of

                                      -11-


<PAGE>

Common Stock for which such option or SAR might have been exercised  immediately
prior to such dissolution,  liquidation,  corporate  separation or division,  or
merger or consolidation.

        (c)  Paragraph  (b) of this  Section  5.7 shall not apply to a merger or
consolidation  in which the Company is the surviving  corporation  and shares of
Common Stock are not converted  into or exchanged  for stock,  securities of any
other  corporation,  cash or any  other  thing  of  value.  Notwithstanding  the
preceding  sentence,   in  case  of  any  consolidation  or  merger  of  another
corporation  into the Company in which the Company is the surviving  corporation
and in which there is a  reclassification  or change  (including a change to the
right  to  receive  cash or  other  property)  of the  Shares  of  Common  Stock
(excluding  a change in par  value,  or from no par value to par  value,  or any
change as a result of a subdivision or combination,  but including any change in
such Shares into two or more  classes or series of shares),  the  Committee  may
provide that the Recipient of each option or SAR then exercisable shall have the
right to exercise such option or SAR solely for the kind and amount of shares of
stock and other securities (including those of any new direct or indirect parent
of the Company),  property, cash or any combination thereof receivable upon such
reclassification, change, consolidation or merger by the holder of the number of
shares of Common Stock for which such option or SAR might have been exercised.

        (d) Except as expressly  provided in this  Section  5.7,  the  Recipient
shall have no rights by reason of any subdivision or  consolidation of shares of
stock of any class other than the Company's  Common Stock, or the payment of any
stock  dividend  or any other  increase  or  decrease in the number of shares of
stock of any class other than the Company's  Common  Stock,  or by reason of any
dissolution,  liquidation,  merger,  or  consolidation  or spin-off of assets or
stock of another corporation; and any issue by the Company of shares of stock of
any class, or securities  convertible  into shares of stock of any class,  other
than the Company's Common Stock,  shall not affect,  and no adjustment by reason
thereof  shall be made with  respect to, the number or price of shares of Common
Stock subject to an option or SAR. The grant of an option or SAR pursuant to the
Plan  shall  not  affect in any way the  right or power of the  Company  to make
adjustments,  reclassifications,  reorganizations  or changes of its  capital or
business structures, or to merge or consolidate, or to


                                      -12-


<PAGE>

dissolve,  liquidate,  or sell or  transfer  all or any part of its  business or
assets.

        (e) To the  extent  that the  foregoing  adjustments  relate to stock or
securities  of the Company,  such  adjustments  shall be made by the  Committee,
whose  determination  in that respect  shall be final,  binding and  conclusive,
provided that each Incentive  Stock Option  granted  pursuant to this Plan shall
not be  adjusted  in a manner  that  causes  such  option to fail to continue to
qualify as an Incentive  Stock  Option  within the meaning of Section 422 of the
Code.

     5.8 NO RIGHTS AS A  SHAREHOLDER;  NON-DISTRIBUTIVE  INTENT.

        (a)  Neither  a  Recipient  of an  option,  nor such  Recipient's  legal
Representative,  heir, legatee or distributee,  shall be deemed to be the holder
of, or to have any rights of a holder with respect to any shares subject to such
option  until after the option is  exercised  and the shares are issued.

        (b)  No   adjustment   shall  be  made  for   dividends   (ordinary   or
extraordinary,  whether in cash,  securities or other property) or distributions
or other  rights  for which  the  record  date is prior to the date  such  stock
certificate  is issued,  except as  provided  in Section  5.7  hereof.

        (c) Upon  exercise of an option at a time when there is no  registration
statement in effect under the Act relating to the shares issuable upon exercise,
Shares  may be issued to the  Recipient  only if the  Recipient  represents  and
warrants in writing to the Company that the shares  purchased are being acquired
for investment and not with a view to the distribution  thereof and provides the
Company  with  sufficient   information  to  establish  an  exemption  from  the
registration  requirements of the Act.

     5.9 CONVERSION OF OUTSTANDING OPTIONS TO SARS. The Company may, in its sole
discretion  and  without  the  consent  of the  Recipient,  elect at any time to
convert  any  option  granted  under the Plan to a SAR.  In the event of such an
election,  any  converted  SAR shall remain in effect until the option  involved
would have expired under the terms of the Agreement with the Recipient. The base
price of such SAR shall be determined  using the Fair Market Value of the Shares
subject to the option on the date the option was first  granted.  Notice of such
an election  shall be provided to the  Recipient  as soon as feasible  after the
date of the election.


                                      -13-

<PAGE>

     5.10 WITHDRAWAL. A Recipient may at any time elect in writing to abandon an
option or SAR with respect to the number of Shares as to which the option or SAR
shall not have been exercised.

     5.11  COMPLIANCE  WITH  APPLICABLE  LAWS  AND  ARTICLES  OF  INCORPORATION.

        (a) The Company shall have the right to place  appropriate  legends upon
the  certificate for any Shares issued pursuant to this Plan and take such other
acts as it may deem  necessary  or  appropriate  to ensure that the  issuance of
Optioned Shares or the exercise of a SAR complies with applicable  provisions of
Federal and state  securities  laws.

        (b) The Company  shall not be obligated to issue Shares under any option
or in payment of any SAR  granted  under this Plan that would  violate  any law.
Each Recipient may be required to make  representations,  enter into restrictive
agreements, or take such other actions as may be deemed necessary or appropriate
by the  Company  to ensure  compliance  with  applicable  law and the  Company's
Articles of Incorporation and By-laws.

                                    ARTICLE 6
                  SPECIAL RULES FOR NONQUALIFIED STOCK OPTIONS

     6.1 OPTION PRICE.  The purchase  price of Shares  subject to a Nonqualified
Stock  Option  shall be  determined  by the  Committee at the time the option is
granted;  provided,  that the  purchase  price shall not be less than 85% of the
Fair  Market  Value of such Shares on the date of the grant.

     6.2 PAYMENT UPON EXERCISE OF OPTION. The amount to be paid by the Recipient
upon exercise of a  Nonqualified  Stock Option shall be the full purchase  price
for the  Shares  involved  provided  in the  Agreement  to be paid in the manner
determined by the Committee,  together with the amount of any required  federal,
state,  and local tax  withholding  (as  determined by the Committee in its sole
discretion).  The Committee may, in its sole  discretion,  permit a Recipient to
elect to pay the required tax withholding by having the Company  withhold Shares
having a Fair Market Value at the time of exercise equal to the amount  required
to be withheld. An election by a Recipient to


                                      -14-
<PAGE>

have shares  withheld  for this  purpose  will  (together  with such  additional
restrictions as the Company may impose) be subject to the following:

            (a) If a Recipient has received  multiple option grants,  a separate
election must be made for each grant;

            (b) The  election  must be made  prior  to the date  the  option  is
exercised;

            (c) The  election  will be  irrevocable;

            (d)  The  election  may  be  rejected  by  the  Company;

            (e) If the  Recipient  is an  "officer"  of the  Company  within the
meaning of  Section 16 of the  Exchange  Act  ("Section  16") as defined in Rule
16a-1(f) promulgated by the Securities Exchange Commission, the election may not
be made within six months following the grant of the option; and,

            (f) If the  Recipient  is an  "officer"  of the  Company  within the
meaning of Section 16, the election  must be made either six months prior to the
day the option is exercised or during the period beginning on the third business
day following the date of release of the Company's  quarterly or annual  summary
statement of sales and earnings and ending on the twelfth business day following
such date.

                                    ARTICLE 7
                    SPECIAL RULES FOR INCENTIVE STOCK OPTIONS

     7.1  CONFORMANCE  WITH CODE  REQUIREMENTS.  Incentive Stock Options granted
under  this Plan  shall  conform  to, be  governed  by,  and be  interpreted  in
accordance  with  Section  422  of  the  Code  and  any  regulations  thereunder
including,  without limitation, those provisions of Section 422 of the Code that
prohibit an option by its terms to be exercisable  after ten (10) years from the
date that it was granted.  All Incentive  Stock  Options  granted under the Plan
shall  at the  time  of the  grant  be  specifically  designated  as such in the
Agreement.  Only Employees may be granted Incentive Stock Options. To the extent
that any option granted as an Incentive Stock Option fails to conform


                                      -15

<PAGE>

to the applicable  requirements,  it shall be treated and honored by the Company
as a Nonqualified Stock Option.

     7.2 OPTION  PRICE.  The  purchase  price of each Share  optioned  under the
Incentive Stock Option  provisions of this Plan shall be determined by the Board
in its sole  discretion  but shall,  in no event,  be less than the Fair  Market
Value on the date of grant.

      7.3 LIMITATION ON AMOUNT OF INCENTIVE STOCK OPTION.
The aggregate Fair Market Value  (determined on the date of grant) of the Shares
with respect to which Incentive Stock Options are exercisable for the first time
during  any  calendar  year  under all plans of the  Company  (and any Parent or
Subsidiary) shall not exceed $100,000 (or such other limit as may be established
by law from time to time).

     7.4 LIMITATION ON GRANTS TO SUBSTANTIAL SHAREHOLDERS.  An Employee may not,
immediately prior to the grant of an Incentive Stock Option hereunder, own stock
in the  Company  representing  more than ten percent  (10%) of the total  voting
power of all classes of stock of the  Company  (after  taking  into  account the
attributions  rules of Section  424(d) of the Code)  unless the per share option
price  specified by the Board for the Incentive  Stock  Options  granted such an
Employee is at least one hundred ten percent  (110%) of the Fair Market Value of
the Company's  stock on the date of grant and such option,  by its terms, is not
exercisable  after the expiration of five (5) years from the date such option is
granted. For purposes of this limitation, Section 424(d) of the Code governs the
attributes of stock ownership.

     7.5 PAYMENT UPON EXERCISE OF OPTION. The amount to be paid by the Recipient
upon  exercise of an Incentive  Stock Option  shall be the full  purchase  price
thereof  provided in the  Agreement to be paid in the manner  determined  by the
Committee.


                                      -16-

<PAGE>


                                    ARTICLE 8
                            AMENDMENT AND TERMINATION

     8.1 AMENDMENT.

        (a) The Committee shall have the right to amend the Plan at any time and
from time to time;  provided,  that no such amendment of the Plan shall, without
stockholder  approval,  (1)  increase  the number of shares  which may be issued
under the Plan as set forth in Section  5.1,  (2) change in any way the class of
employees eligible to receive Incentive Stock Options under the Plan, (3) extend
the duration of the Plan,  or (4) be effective  if  stockholder  approval of the
amendment is required at such time in order for the Plan's stock options or SARs
to qualify for any available exemption from Section 16 of the Exchange Act or by
any other  applicable law,  regulation,  rule of order.

        (b) No amendment may be made that would cause options granted  hereunder
not to qualify as Incentive  Stock Options under the Code or would cause options
or SARs  under the Plan not to qualify  for  exemption  under  Section 16 of the
Exchange Act.

        (c) No amendment of the Plan shall,  without the written  consent of the
holder  of an  option or SAR  awarded  under  the Plan  prior to the date of the
amendment or termination adversely affect the rights of such holder with respect
to such option or SAR.

        (d) Notwithstanding anything herein or in any Agreement to the contrary,
the  Committee  shall  have the  power to amend  the Plan in any  manner  deemed
necessary or advisable  for options or SARs granted under the Plan to qualify to
be  treated  as  Incentive  Stock  Options  under the Code or for any  exemption
provided under Section 16 of the Exchange Act and any such amendment  shall,  to
the extent  deemed  necessary or advisable by the Board,  be  applicable  to any
outstanding  stock  options  previously  granted under the Plan. In the event of
such an amendment to the Plan, the holder of any option or SAR outstanding under
the Plan shall,  upon request of the Committee and as a condition for exercising
of such option or SAR, execute a conforming  amendment in the form prescribed by
the Committee to the Agreement within such reasonable period


                                      -17-

<PAGE>

of time as the Committee shall specify in such request.

     8.2  TERMINATION.  The Committee shall have the right to terminate the Plan
at any time; provided,  that no such termination shall terminate any outstanding
option or SAR previously  granted under the Plan or adversely  affect the rights
of such holder without his or her written consent. No new options or SARs may be
granted under the Plan on or after the date of termination.


                                    ARTICLE 9
                  FOREIGN EMPLOYEES, DIRECTORS AND CONSULTANTS

     9.1 OPTION GRANTS TO FOREIGN NATIONALS. The Committee may grant Options and
SARs under this Plan to eligible  Employees,  Directors or  consultants  who are
foreign nationals on such additional or different terms and conditions as may in
the  judgment  of the  Committee,  in  its  sole  discretion,  be  necessary  or
appropriate to comply with the  provisions of any  applicable  laws of a foreign
country.


                                   ARTICLE 10
                                  MISCELLANEOUS

     10.1 ADOPTION BY BOARD; APPROVAL OF SHAREHOLDERS. This Plan was approved by
the Board effective  October 25, 2000. Until and unless this Plan is approved by
the  shareholders  of the Company within twelve (12) months of the date the Plan
was approved by the Board,  as required by section 422(b) of the Code, this Plan
and the options  granted  hereunder  shall remain  effective,  but the reference
herein to Incentive Stock Options shall not be effective and all options granted
under the Plan shall be Nonqualified Stock Options.

     10.2 ASSUMPTION. Subject to the provisions of Section 5.7 hereof, the terms
and conditions of any  outstanding  option or SAR granted  pursuant to this Plan
shall be  assumed  by, be  binding  upon and shall  inure to the  benefit of any
successor corporation to the Company and shall, to the extent


                                      -18-
<PAGE>

applicable,  continue to be governed by the terms and  conditions  of this Plan.
Such successor corporation may, but shall not be obligated to, assume this Plan.

     10.3  TERMINATION OF RIGHT OF ACTION.  Every right of action arising out of
or in  connection  with  the  Plan by or on  behalf  of the  Company,  or by any
shareholder  of the Company  against any past,  present or future  member of the
Board or the  Committee,  or against  any  Employee,  or by an  Employee  (past,
present or future)  against  the  Company,  irrespective  of the place  where an
action may be brought  and of the place of  residence  of any such  shareholder,
Director or Employee,  will cease and be barred by the  expiration  of three (3)
years  from the date of the act or  omission  in  respect of which such right of
action is alleged to have  arisen or such  shorter  period as may be provided by
law.

     10.4  TAX  LITIGATION.  The  Company  shall  have  the  right,  but not the
obligation,   to  contest,   at  its  expense,   any  tax  ruling  or  decision,
administrative or judicial,  on any issue which is related to the Plan and which
the  Committee  believes to be  important to holders of options and SARs granted
under this Plan and to conduct any such contest or litigation  arising therefrom
to a final decision.

     10.5 NO RESTRICTIONS ON ADOPTION OF OTHER PLANS. Nothing in this Plan shall
restrict the Company's  rights to adopt other option plans  pertaining to any or
all of the Employees,  Directors or Consultants covered under this Plan or other
Employees, Directors or Consultants not covered under this Plan.

     10.6 COSTS AND EXPENSES.  Except as provided herein, all costs and expenses
of administering the Plan shall be paid by the Company.

     10.7 PLAN UNFUNDED.  This Plan shall be unfunded.  Except for the Company's
reservation of a sufficient  number of authorized  shares to the extent required
by law to meet the  requirements  of the Plan, the Company shall not be required
to establish  any special or separate fund or to make any other  segregation  of
assets to assure payment of any grant under the Plan.

     10.8 GOVERNMENT  REGULATIONS.  The rights of Recipients and the obligations
of the Company  hereunder shall be subject to all applicable  laws,  rules,  and
regulations and to such approvals as may be required by any governmental agency.


                                      -19-
<PAGE>


     10.9  PROCEEDS  FROM SALE OF STOCK.  Proceeds  of the  purchase of Optioned
Shares by a Recipient may be used by the Company for any business purpose.

     10.10  GOVERNING  LAW.  This Plan shall be  governed  by and  construed  in
accordance with the laws of the State of Tennessee.

     10.11  INVALIDITY.  If any  provision  of the Plan shall be held invalid or
unlawful  for any  reason,  such  event  shall not  affect or render  invalid or
unenforceable the remaining provisions of the Plan.



                        * * * * * * * * * * * * * * * * *
                                      -20-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>OPINION OF ROBSON FERBER FROST CHAN & ESSNER, LLP
<TEXT>

                                                                        EX-5.1

                     ROBSON FERBER FROST CHAN & ESSNER, LLP
                                530 Fifth Avenue
                         New York, New York 10036-5101

                              Tel: (212) 944-2200
                              Fax: (212) 944-7630

                                                               October 26, 2000
Tengasco, Inc.
603 Main Avenue
Knoxville, Tennessee 37902

                Re: TENGASCO, INC.

Gentlemen:

     We have acted as counsel to  Tengasco,  Inc. a Tennessee  corporation  (the
"Company"),  in  connection  with a  registration  statement  on Form  S-8  (the
"Registration  Statement"),  to  be  filed  with  the  Securities  and  Exchange
Commission for the purpose of registering an aggregate of 1,000,000  shares (the
"Shares") of common stock,  $.001 par value per share (the "Common  Stock"),  of
the Company  under the  Securities  Act of 1933,  as amended (the "Act"),  to be
issued in accordance with the Tengasco, Inc. Stock Incentive Plan (the "Plan").

     As  counsel  for the  Company,  we are  familiar  with the  Certificate  of
Incorporation  and By-Laws of the Company,  and all amendments  thereto.  We are
also  familiar with the form of the Company's  stock  certificate,  and the Plan
pursuant  to which  shares of  Common  Stock  are to be  issued,  as well as all
corporate  proceedings taken by the Company in connection with the authorization
of the issuance of the Shares.  Throughout such  examination we have assumed the
genuineness of signatures  and accuracy and conformity to original  documents of
all copies of documents  supplied to us. As to questions of fact material to the
opinion  expressed  herein,  we have, when relevant facts were not independently
determinable,  relied upon information furnished to us by officers and directors
of the Company or their duly authorized agents or employees.

     Based  upon  the  foregoing,  it is  our  opinion  that  the  Shares  being
registered  pursuant  to the  Registration  Statement,  when issued and paid for
under  the  Plan,  in  accordance  with  the  terms  of the  Plan,  will be duly
authorized, validly issued, fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.



                                    Very truly yours,


                                    /s/ Robson Ferber Front Chan & Essner, LLP
                                    ------------------------------------------
                                        Robson Ferber Front Chan & Essner, LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>CONSENT OF BDO SEIDMAN, LLP
<TEXT>


                                                                         EX-23.1

                            [BDO Seidman Letterhead]


                           CONSENT OF INDEPENDENT
                         CERTIFIED PUBLIC ACCOUNTANTS


Tengasco, Inc.
Knoxville, Tennessee


     We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-8 of our report
dated February 18, 2000, relating to the consolidated financial statements of
Tengasco, Inc. and subsidiaries appearing in the Company's Annual Report on Form
10-KSB for the year ended December 31, 1999. We also consent to the reference to
us under the caption "experts" in the Registration Statement.


                                            /s/ BDO Seidman, LLP
                                            --------------------
                                            BDO Seidman, LLP



Atlanta, Georgia
October 25, 2000

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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