Exhibit 10.28

PANACO, INC.

KEY EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") dated the 16th
day of August, 2000 (the "Grant Date") by and between PANACO, Inc., a Delaware
corporation (the "Company"), and ------------------------, a key employee of the
Company (the "Optionee").

In consideration of the premises and the mutual covenants contained herein,
and intending to be legally bound hereby, the parties agree as follows:

1. Grant of Option. Subject to the PANACO, Inc. Long-Term Incentive Plan
(the "Plan") (the terms and conditions of which are incorporated by reference as
if fully set forth herein) the Company hereby grants to the Optionee, as of the
Grant Date a stock option (the "Option") to purchase all or any portion of -----
shares of the Company's Common Stock (the "Optioned Shares") from time to time
during the option term, on the terms and conditions herein set forth. The
granted Option is NOT intended to be an incentive stock option within the
meaning of Section 422A of the Internal Revenue Code of 1986, as amended (the
"Code").

2. Option Price. The purchase price of the Optioned Shares shall be $ 1.92
per share (the "Exercise Price").

3. Term and Exercise of Option. The Option granted hereunder shall
terminate and be no longer exercisable after six (6) years from the Grant Date.
Subject to the further limitations and restrictions as provided in the Plan and
this Agreement, the Option granted hereunder shall vest and be exercisable
according to the following schedule:

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

If the Optionee is employed through the following date: The Option shall become exercisable with respect to
the following number of shares:
- ----------------------------------------------------------- --------------------------------------------------------

One-year anniversary of Grant Date ----
- ----------------------------------------------------------- --------------------------------------------------------

Two-year anniversary of Grant Date ----
- ----------------------------------------------------------- --------------------------------------------------------

Three-year anniversary of Grant Date ----
- ----------------------------------------------------------- --------------------------------------------------------

Four-year anniversary of Grant Date ----
- ----------------------------------------------------------- --------------------------------------------------------

Five-year anniversary of Grant Date ----
- ----------------------------------------------------------- --------------------------------------------------------

Notwithstanding the foregoing, in the event the Optionee's employment with
the Company is terminated by the Company other than for Cause (as defined
below), or upon the death or disability of the Optionee, or upon a Change in
Control (as defined below) this Option shall become exercisable in full and
shall remain exercisable for the duration of its term. For purposes of this
Agreement, "Cause" shall mean termination due to (i) the substantial and
continuing failure of the Optionee to render services to the Company in
accordance with the terms or requirements of his or her business relationship
with the Company; (ii) disloyalty, gross negligence, willful misconduct, fraud
or breach of fiduciary duty to Company; (iii) deliberate disregard of the rules
and policies of the Company, or breach of an employment or other agreement with
the Company, which results in direct or indirect damage or injury to the
Company; (iv) the unauthorized disclosure of any trade secret or confidential
information of the Company; (v) fraud or embezzlement committed against the
Company; or (vi) the Optionee's conviction for a felony. For purposes of this
Agreement, "Change in Control" shall mean (i) the consolidation of the Company
with, or merger of the Company with or into, another corporation or other
business organization in which the shares of the stock of the Company are
converted into or otherwise exchanged for less than thirty percent (50%) of the
shares of a resulting or surviving corporation, (ii) the closing of a sale or
conveyance of all or substantially all of the assets of the Company, or (iii) an
acquisition in a transaction or a series of related transactions by a person or
group (as defined in Rule 13d-5(b)(1) of the Securities Act of 1934, as amended)
of more than thirty percent (30%) of the outstanding voting stock of the
Company.

If the Optionee's business relationship with the Company terminates for
Cause (as defined above), vesting of the unvested shares shall immediately
cease, this option shall terminate (may no longer be exercised) immediately as
to any unvested shares and may be exercised only as to any Optioned Shares,
which are vested on the date of termination of the Optionee's business
relationship.

No fractional shares of Common Stock shall be issued upon any exercise of
this Option.

4. Transferability of Option. In addition to such other terms and
conditions included in the Plan, an Option requiring exercise shall be
exercisable during an Optionee's lifetime only by that Optionee or by the
Optionee's guardian or legal representative. An Option requiring exercise shall
not be transferable other than by will or the laws of descent and distribution.

5. Adjustments. In accordance with the Plan, if the shares of Common Stock
of the Company are increased, decreased, changed into, or exchanged for a
different number or kind of shares or securities through merger, consolidation,
combination, exchange of shares, other reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split in which
the Company is the surviving entity, an appropriate and proportionate adjustment
shall be made in the number or kind of shares allocated to any unexercised part
of the Option and to the Exercise Price.

6. Method of Exercise. The Option shall be exercisable only by written
notice of exercise (the "Exercise Notice") delivered to the Company during the
term of the Option, which notice shall (a) state the number of shares of Common
Stock with respect to which the Option is being exercised, (b) be signed by the
Optionee of the Option or, if the Optionee is dead, by the person authorized to
exercise the Option, (c) be accompanied by the Exercise Price for all shares of
Common Sock for with the Option is exercised, and (d) include such other
information, instruments, and documents as may be required to satisfy any other
condition to exercise contained in this Agreement. The Option shall not be
deemed to have been exercised unless all of the requirements of this paragraph
have been satisfied.

7. Medium and Time of Payment. The Exercise Price of the Option shall be
payable in full upon the exercise of the Option (a) in cash or by an equivalent
means acceptable to the Committee, (b) on the Committee's prior consent, with
shares of Common Stock owned by the Optionee (including shares received upon
exercise of the Option) and having a fair market value at least equal to the
aggregate Exercise Price payable in connection with such exercise, or (c) by any
combination of clauses (a) or (b). If the Committee elects to accept shares of
Common Stock in payment of all or any portion of the Exercise Price, then (for
purposes of payment of the Exercise Price) those shares of Common Stock shall be
deemed to have a cash value equal to their aggregate fair market value
determined as of the date of the delivery of the Exercise Notice.

8. Plan Governs. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the Plan. Unless the
context clearly implies or indicates the contrary, a word, term or phrase used
or defined in the Plan is similarly used or defined for purposes of this
Agreement.

9. Tax Matters. The Optionee acknowledges that upon exercise of the Options
the Company may have certain withholding obligations for income and other taxes.
It shall be a condition to the Optionee's exercise of the option and receipt of
a stock certificate covering shares purchased pursuant to the Option that the
Optionee pay to the Company such amounts as it is required to withhold or, with
the consent of the Company, that the Optionee otherwise provide for the
satisfaction of the Company's withholding obligation. If any such payment is not
made by the Optionee, the Company may deduct the amounts required to be withheld
from payments of any kind to which the Optionee would otherwise be entitled from
the Company.

10. Rights of a Shareholder. This Agreement does not constitute a contract
of employment. The Optionee shall not be deemed for any purpose to be a
shareholder of the Company with respect to any shares covered by this Option
unless this Option shall have been exercised and the Exercise Price paid in the
manner provided herein. No adjustment will be made for dividends or other rights
where the record date is prior to the date of exercise and payment. Upon the
exercise of the Option and the issuance of the certificate or certificates
evidencing the shares of Common Stock received, except as otherwise provided
herein, the Optionee shall have all the rights of a stockholder of the company
including the rights to receive all dividends or other distributions paid or
made with respect to such shares.

11. Administration. The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee, and the
Committee shall have all powers with respect to this Agreement that it has with
respect to the Plan. Any interpretation of this Agreement by the Committee and
any decision made by it with respect to the Agreement is final and binding.

12. Amendments. This Agreement may be amended by written agreement of the
Optionee and the Company, acting pursuant to the authority from the Committee,
without the consent of any person.

13. Severability. The provisions of this Agreement shall be severable and
the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereto.

14. Successor and Assigns. The terms of this Agreement shall be binding
upon and shall enure to the benefit of any successors or assigns of the Company
and of the Optionee and of the Common Stock issued or issuable upon the exercise
hereof.

15. Governing Law. This Agreement shall be governed in accordance with the
laws of the State of Delaware.

16. Multiple Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall be deemed to be an original.

IN WITNESS WHEREOF, the Optionee has executed this Agreement and the
Company has caused this Agreement to be executed on its behalf by its duly
authorized officer effective as of the day and year first above written.

PANACO, INC.

Name: -----------------------------------
Title: -----------------------------------

OPTIONEE:

Name: -----------------------------------
Title: -----------------------------------