As filed with the Securities and Exchange Commission on
	April 30, 1996
                                                                           
Securities Act Registration No. 33-         
	U.S. SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	               

	FORM S-8
	REGISTRATION STATEMENT
	UNDER
	THE SECURITIES ACT OF 1933
	              
	                         
	                       ANTARES RESOURCES CORPORATION                       
	(Exact name of registrant as specified in its charter)

             New York              					       13-1950459       
  (State or other jurisdiction					  (I.R.S. Employer
of incorporation or organization)					Identification number)

100 Quentin Roosevelt Boulevard, Suite 202
Garden City, New York 						  11530	
(Address of principal executive offices)				(Zip Code)

	ANTARES RESOURCES CORPORATION STOCK INCENTIVE PLAN
	(Full Title of the Plan)

William W. Perry III						Copies to:
President & Chief Executive Officer				Andrew I. Telsey, Esquire
Antares Resources Corporation					Andrew I. Telsey, P.C.
2345 Friendly Road       					2851 S. Parker Road, Suite 720
Fernandina Beach, FL 32034      					Aurora, Colorado  80014
(Name & address of agent for service)				(303) 671-8920

	                            (904) 261-8607                            
	(Telephone number, including area code, of agent for service)

                                        (CALCULATION OF REGISTRATION FEE)
						Proposed	Proposed
				  Amount	maximum	maximum	Amount of
Title of securities		  to be		offering		aggregate	registration
to be registered			registered	price per	offering		  fee
                                     Share              price   
						 
Common Stock,			2,600,000           $4.0625  	$10,562,500         $3,642.24
$0.001 par value			 shares
                                                             
*Estimated for calculation of registration fee only, pursuant to Rule 457(c) 
and (h), calculated on the basis of the average of the bid and asked prices 
for the 
Common Stock on NASDAQ as of April 30, 1996.

In addition, pursuant to Rule 416(c) promulgated under the Securities Act of 
1933, this Registration Statement covers an indeterminate amount of interests 
to be offered or sold pursuant to the Antares Resources Corporation Stock 
Incentive Plan described herein.



	This Form S-8 consists of 33 pages.  

	Exhibits are indexed beginning at page 7.


	PART II.  INFORMATION REQUIRED
	IN THE REGISTRATION STATEMENT


Item 3.	Incorporation of Documents by Reference.

	The following documents are incorporated into this Registration Statement by 
reference:
(1)  The Company's latest Annual Report on Form 10-KSB for the fiscal year 
ended September 30, 1995 (the "Annual Report"), filed pursuant to Section 13 of
 the Exchange Act;

	(2)  All other reports filed by the registrant pursuant to Section 13(a) or
 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal 
year covered by the annual report referred to in (a), above.

	(3)  The Company's Registration Statements on Form S-8 (SEC file no.
 33-88040), filed December 29, 1994, Registration Statement on Form S-8
 (SEC file no. 33-90330), filed March 15, 1995 and Registration Statement
 on Form S-8 (SEC file no. 33-99396), filed November 16, 1995.

	All documents subsequently filed by the Company pursuant to Section 13(a), 
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of 
this Registration Statement and prior to the filing of a post-effective
 amendment to this Registration Statement which indicates that 
all securities offered by this Registration Statement have been sold or 
which deregisters all securities then remaining unsold shall be deemed to
 be incorporated by reference into this Registration Statement and to be a
 part hereof from the date of filing of such documents.

	Any statement contained in a document incorporated or deemed to be 
incorporated herein by reference shall be deemed to be modified or 
superseded for purposes of this Registration Statement to the extent
 that a statement contained herein or in any other subsequently filed 
document which also is or is deemed to be incorporated herein by reference
 modifies or supersedes such statement.  Any such statement so modified or
 superseded shall not be deemed, except as so modified or superseded,
 to constitute a part of this Registration Statement.


Item 4.		Description of Securities.

	The Common Stock of the Company is registered under Section 12 of the 
Securities Exchange Act of 1934, as amended.

Item 5.		Interests of Named Experts and Counsel.

	Not Applicable.

Item 6.		Indemnification of Directors and Officers.

	The Company's Articles of Incorporation provide that the Company will 
indemnify any officer or director to the full extent permitted by law.

	Insofar as indemnification for liabilities arising under the Act may be 
permitted to officers and directors of the Company pursuant to the foregoing
provisions or otherwise, the Company understands that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public 
policy as expressed in the Act and therefore unenforceable,  In the event 
that a claim for indemnification for such liabilities (other than the payment
by the Company of expenses paid by a director or officer of the Company in 
the successful defense of any action, suit or proceeding) is asserted by an
 officer or director for liabilities arising under the Act, the Company 
will (unless the question has already been determined by a precedent deemed
 to be controlling), submit to a court of appropriate jurisdiction the 
question whether or not 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.

	The following is a complete list of exhibits filed as a part of this 
Registration Statement and which are incorporated herein.

Exhibit No.

  4.1		Antares Resources Corporation Stock Incentive Plan

   5  		Opinion of Andrew I. Telsey, P.C. regarding legality of the
securities covered by this Registration Statement.

  24.1		The consent of Andrew I. Telsey, P.C., counsel for the Company, to
 the use of their opinion with respect to the legality of the securities 
covered by this Registration Statement and to the references to such firm
 in this Registration Statement is contained in such opinion filed as 
Exhibit 5 to this Registration Statement.

  24.2		Consent of Horton & Company, independent auditors.

Item 9.	Undertakings.

	(a)	The undersigned registrant hereby undertakes:

		(1)	To file, during any period in which offers or sales are being made, a 
post-effective amendment to this registration statement 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.

(2)  That, for the purpose of determining any liability under the Securities 
Act of 1933, 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 Securities Act of 1933, each filing of
 the registrant's annual report pursuant to Section 13(a) or Section 15(d)
 of the Securities Exchange Act of 1934 (and each filing of an 
employee benefit plan's annual report pursuant to section 15(d) of the 
Securities Exchange Act of 1934)  that is incorporated by reference in this
 Registration Statement shall be deemed to be a new registration statement 
relating to the securities offered herein, 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 out of the Securities
Act of 1933 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 Securities and 
exchange 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 to question 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.

	SIGNATURES

	The Registrant.  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 caused 
this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Garden City,
 State of New York, on April 29, 1996.

							   ANTARES RESOURCES CORPORATION


By:	/s/ William W. Perry III                       
William W. Perry III, President, Chief 								
Executive Officer and Director

	Pursuant to the requirements of the Securities Act of 1933, this
 registration statement has been signed below by the following persons
 in the capacities and on the date indicated.

	Dated:							Signatures and Capacities:


April 29, 1996							/s/ William W. Perry, III                        
								             William W. Perry III, President, Chief
								             Executive Officer and Director


April 29, 1996							/s/ C. Richard Stubbs                            								
                     C. Richard Stubbs, Chief Financial Officer
             								and Director


April 29, 1996							/s/ Samuel G. Weiss                                								
                     Samuel G. Weiss, Secretary and Director

April 29, 1996							/s/ Joan Kushay                                 
             								Joan Kushay, Assistant Secretary and Director

April 29, 1996							/s/ Darcy E. Stubbs, Jr.                        
             								Darcy E. Stubbs, Jr., Director

April 29, 1996							/s/ David Capps                                 
             								David Capps, Director

April 29, 1996							/s/ Marie Stubbs                                
             								Marie Stubbs, Director

April 29, 1996							/s/ Susan Schlapkohl                           
             								Susan Schlapkohl, Director

April 29, 1996							/s/ Ralph Wilson                                
             								Ralph Wilson, Director



	The Plan.  Pursuant to the requirements of the Securities Act of 1933, the 
Plan Administrator has duly caused this Registration Statement to be signed 
on its behalf by the undersigned, thereunto duly authorized, in the City of 
Garden City, State of New York on April 29, 1996.

		ANTARES RESOURCES CORPORATION
							STOCK INCENTIVE PLAN



							By: /s/ Ralph Wilson                                 
							    Ralph Wilson, Plan Administrator
							                                            
							      

	EXHIBIT INDEX

	The following is a complete list of exhibits filed as a part of this 
Registration Statement and which are incorporated herein.

Exhibit No.										Page

  4.1		Antares Resources Corporation Stock Incentive Plan			  8

   5  		Opinion of Andrew I. Telsey, P.C. regarding legality of the 
securities	 29 covered by this Registration Statement.

  24.1		The consent of Andrew I. Telsey, P.C., legal counsel for the Company,	 
 -		   to the use of their opinion with respect to the legality of the
		   securities covered by this Registration Statement and to the
		   references to such firm in this Registration Statement is
		   contained in such opinion filed as Exhibit 5 to this Registration
		   Statement.

  24.2		Consent of Horton & Company, independent auditors.			  32
                              
 

	ANTARES RESOURCES CORPORATION
	                             

	EXHIBIT 4.1
	                             

	ANTARES RESOURCES CORPORATION

	STOCK INCENTIVE PLAN
	                               

	STOCK INCENTIVE PLAN


Section 1.  Purpose; Definitions.

	The purpose of the Plan is to give the Company a 
competitive advantage in attracting, retaining and 
motivating officers and employees and to provide the 
Company and its subsidiaries with the ability to 
provide incentives more directly linked to the 
profitability of the Company's businesses and increases 
in shareholder value.


	For purposes of the Plan, the following terms are 
defined as set forth below:

a.  "Affiliate" means a corporation or other 
entity controlled by the Company and designated by the 
Committee from time to time as such.

b.  "Award" means a Stock Appreciation Right, 
Stock Option, Restricted Stock or Performance Units.

c.  "Award Cycle" shall mean a period of 
consecutive fiscal years or portions thereof designated 
by the Committee over which Performance Units are to be 
earned.

d.  "Board" means the Board of Directors of the 
Company.

	e.	"Cause" has the meaning set forth in Section 5(i).

f.  "Change in Control" and "Change in Control 
Price" have the meanings set forth in Sections 9(b)  
and (c), respectively.

	g.	"Code" means the Internal Revenue Code.

	h.	"Commission" means the Securities and Exchange Commission or any successor
 agency.

	i.	"Committee" means the Committee referred to in Section 2.

	j.	"Common Stock" means common stock, par value $.001 per share, of the 
Company.

	k.	"Company" means Antares Resources Corporation a New York corporation.
	
l.  "Covered Employee" shall mean a participant 
designated prior to the grant of shares of Restricted 
Stock or Performance Units by the Committee who is or 
may be a "covered employee" within the meaning of 
Section 162(m)(3) of the Code in the year in which 
Restricted Stock or Performance Units are taxable to 
such participant.

m.  "Disability" means permanent and total 
disability as determined under procedures established 
by the Committee for purposes of the Plan.

n.  "Disinterested Person" shall mean a member of 
the Board who qualifies as a disinterested person as 
defined in Rule 16b-3(c)(2), as promulgated by the 
Commission under the Exchange Act, or any successor 
definition adopted by the Commission.


o.  "Early Retirement" means retirement from 
active employment with the Company, a subsidiary or 
Affiliate pursuant to the early retirement provisions 
of the applicable pension plan of such employer.


p.  "Exchange Act" means the Securities Exchange 
Act of 1934, as amended from time to time, and any 
successor thereto.

	q.	"Fair Market Value" means, except as provided 
in Sections 5(j) and 6(b)(ii)(2), as of any given date, 
the mean between the highest and lowest reported sales 
prices of the Common Stock on the New York Stock 
Exchange Composite Tape or, if not listed on such 
exchange, on any other national securities exchange on 
which the Common Stock is listed or on NASDAQ.  If 
there is no regular public trading market for such 
Common Stock, the Fair Market Value of the Common Stock 
shall be determined by the Committee in good faith.


r.  "Incentive Stock Option" means one or more 
options to purchase common stock which, at the time 
such options are granted under this Plan or any other 
such plan of the Company, qualify as incentive stock 
options under Section 422 A of the Code.

s.  "Nonqualified Stock Option" means any Stock 
Option that is not an Incentive Stock Option.

t.  "Normal Retirement" means retirement from 
active employment with the Company, a subsidiary or 
Affiliate at or after age 65.

u.  "Performance Goals" means the performance 
goals established by the Committee with respect to the 
grant of Restricted Stock or Performance Units that are 
based on the attainment of specified levels of earnings 
per share from continuing operations, operating income, 
sales, return on operating assets, return on equity, 
shareholder return (measured in terms of stock price 
appreciation) and/or total shareholder return (measured 
in terms of stock price appreciation and/or dividend 
growth), composite corporate market share (as measured 
by Information Resources, Inc., or if no longer 
computed by that firm, then as measured by the points 
of sale to consumers), net free cash flow (which, for 
any given period, shall mean the sum of the following 
amounts relating to such period: (i) net reductions in 
debt, (ii) treasury stock purchases, (iii) dividends 
paid, (iv) capital expenditures, net of proceeds from 
retirements, and (v) net cash paid for acquisitions, 
less cash received for divestitures), or stock price of 
the Company or such subsidiary, division or department 
of the Company for or within which the participant is 
primarily employed and that are intended to qualify 
under Section 162(m)(4)(c) of the Code.  Such 
Performance Goals shall be set by the Committee within 
the time period prescribed by Section 162(m) of the 
Code and related regulations.

v.  "Performance Units" means an award made 
pursuant to Section 8.

w.  "Plan" means the Antares Resources 
Corporation 1994 Stock Incentive Plan, as set forth 
herein and as hereinafter amended from time to time.

x.  "Restricted Stock" means an award granted 
under Section 7.

y.  "Retirement"  means Normal or Early 
Retirement.

z.  "Rule 16b-3 means Rule 16b-3, as promulgated 
by the Commission under Section 16(b) of the Exchange 
Act, as amended from time to time.

aa.  "Stock Appreciation Right" means a right 
granted under Section 6.

bb.  "Stock Option" means an option granted under 
Section 5.

cc.  "Termination of Employment" means the 
termination of the participant's employment with the 
Company and any subsidiary or Affiliate.  A participant 
employed by a subsidiary or an Affiliate shall also be 
deemed to incur a Termination of Employment if the 
subsidiary or Affiliate ceases to be such a subsidiary 
or an Affiliate, as the case may be, and the 
participant does not immediately thereafter become an 
employee of the Company or another subsidiary or 
Affiliate.

	In addition, certain other terms used herein have 
definitions given to them in the first place in which 
they are used.

Section 2.  Administration.

	The Plan shall be administered by the Management 
Resources and Compensation Committee of the Board or 
such other committee of the Board, composed of not less 
than two Disinterested Persons, each of whom shall be 
appointed by and serve at the pleasure of the Board.  
If at any time no Committee shall be in office, the 
functions of the Committee specified in the Plan shall 
be exercised by the Board.

	The Committee shall have plenary authority to 
grant Awards pursuant to the terms of the Plan to 
officers and employees of the Company and its 
subsidiaries and Affiliates.

	Among other things, the Committee shall have the 
authority, subject to the terms of the Plan:

(a)  to select the officers and employees to whom 
Awards may from time to time be granted;

(b) 	to determine whether and to what extent 
Incentive Stock Options, Nonqualified Stock Options, 
Stock Appreciation Rights, Restricted Stock and 
Performance Units or any combination thereof are to be 
granted hereunder;

(c)  to determine the number of shares of Common 
Stock to be covered by each Award granted hereunder;

(d)  to determine the terms and conditions of any 
Award granted hereunder (including, but not limited to, 
the option price (subject to Section 5(a)), any vesting 
condition, restriction or limitation (which may be 
related to the performance of the participant, the 
Company or any subsidiary or Affiliate) and any vesting 
acceleration or forfeiture waiver regarding any Award 
and the shares of Common Stock relating thereto, based 
on such factors as the Committee shall determine;

(e)  to modify, amend or adjust the terms and 
conditions of any Award, at any time or from time to 
time, including but not limited to Performance Goals; 
provided, however, that the Committee may not adjust 
upwards the amount payable to a designated Covered 
Employee with respect to a particular award upon the 
satisfaction of applicable Performance Goals;

(f)  to determine to what extent and under what 
circumstances Common Stock and other amounts payable 
with respect to an Award shall be deferred; and

(g)  to determine under what circumstances an 
Award may be settled in cash or Common Stock under 
Sections 5(j) and 8(b)(i).

	The Committee shall have the authority to adopt, 
alter and repeal such administrative rules, guidelines 
and practices governing the Plan as it shall from time 
to time deem advisable, to interpret the terms and 
provisions of the Plan and any Award issued under the 
Plan (and any agreement relating thereto) and to 
otherwise supervise the administration of the Plan.

	The Committee may act only by a majority of its 
members then in office, except that the members thereof 
may (i) delegate to an officer of the Company the 
authority to make decisions pursuant to paragraphs (c), 
(f), (g), (h) and (i) of Section 5 (provided that no 
such delegation may be made that would cause Awards or 
other transactions under the Plan to cease to be exempt 
from Section 16(b) of the Exchange Act) and (ii) 
authorize any one or more of their number or any 
officer of the Company to execute and deliver documents 
on behalf of the Committee.

Any determination made by the Committee or 
pursuant to delegated authority pursuant to the 
provisions of the Plan with respect to any Award shall 
be made in the sole discretion of the Committee or such 
delegate at the time of the grant of the Award or 
unless in contravention of any appropriately delegated 
officer pursuant to the provisions of the Plan shall be 
final and binding on all persons, including the Company 
and Plan participants.

Section 3.  Common Stock Subject to Plan.

The total number of shares of Common Stock 
reserved and available for grant under the Plan shall 
be 10,000,000 post split.  No participant may be 
granted Awards covering in excess of 2,500,000 shares 
of Common Stock over the life of the Plan.  Shares 
subject to an Award under the Plan may be authorized 
and unissued shares or may be treasury shares.

Subject to Section 7(c)(iv), if any shares of 
Restricted Stock are forfeited for which the 
participant did not receive any benefits of ownership 
(as such phrase is construed by the Commission or its 
Staff), or if any Stock Option (and related Stock 
Appreciation Right, if any) terminates without being 
exercised, or if any Stock Appreciation Right is 
exercised for cash, or if any Performance Unit is 
settled in cash, shares subject to such Awards shall 
again be available for distribution in connection with 
Awards under the Plan.

In the event of any change in corporate capitalization, 
such as a stock split, or a corporate transaction, such 
as any merger, consolidation, separation, including a 
spin-off, or other distribution of stock or property of 
the Company, any reorganization (whether or not such 
reorganization comes within the definition of such term 
in Section 368 of the Code) or any partial or complete 
liquidation of the Company, the Committee or Board may 
make such substitution or adjustments in the aggregate 
number and kind of shares reserved for issuance under 
the Plan, in the number, kind and option price of 
shares subject to outstanding Stock Options granted 
under the Plan and/or such other equitable substitution 
or adjustments as it may determine to be appropriate in 
its sole discretion; provided, however, that the number 
of shares subject to any Award shall always be a whole 
number.  Such adjusted option price shall also be used 
to determine the amount payable by the Company upon the 
exercise of any Stock Appreciation Right associated 
with any Stock Option.

Section 4.  Eligibility.

Officers and employees of the Company, Consultants, 
Advisors, Agents, its subsidiaries, Affiliates and 
others who are responsible for or contribute to the 
management, the companys growth, profitability and well 
being of the business of the Company, its subsidiaries 
and Affiliates are eligible to be granted Awards under 
the Plan.  

Section 5. Stock Options.

Stock Options may be granted alone or in addition to 
other Awards granted under the Plan and may be of two 
types:  Incentive Stock Options and Nonqualified Stock 
Options.  Any Stock Option granted under the Plan shall 
be in such form as the Committee may from time to time 
approve.

The Committee shall have the authority to grant any 
optionee Incentive Stock Options, Nonqualified Stock 
Options or both types of Stock Options (in each case 
with or without Stock Appreciation Rights); provided, 
however, that grants hereunder are subject to the 
aggregate limit on grants to individual participants 
set forth in Section 3.  Incentive Stock Options may be 
granted only to employees of the Company and its 
subsidiaries (within the meaning of Section 424(f) of 
the Code).  The extent that any Stock Option is not 
designated as an Incentive Stock Option or even if so 
designated does not qualify as an Incentive Stock 
Option, it shall constitute a Nonqualified Stock 
Option.

	Stock Options shall be evidenced by option 
agreements, the terms and provisions of which may 
differ.  An option agreement shall indicate on its face 
whether it is intended to be an agreement for an 
Incentive Stock Option or a Nonqualified Stock Option. 
 The grant of a Stock Option shall occur on the date 
the Committee by resolution selects an individual to be 
a participant in any grant of stock option, determines 
the number of shares of Common Stock to be subject to 
such Stock Option to be granted to such individual and 
specifies the terms and provisions of the Stock Option. 
 The Company shall notify a participant of any grant of 
Stock Option, and a written option agreement or 
agreements shall be duly executed and delivered by the 
Company to the participant.  Such agreement or 
agreements shall become effective upon execution by the 
Company and the participant.

Anything in the Plan to the contrary notwithstanding, 
no term of the Plan relating to Incentive Stock Options 
shall be interpreted, amended or altered nor shall any 
discretion or authority granted under the Plan be 
exercised so as to disqualify the Plan under Section 
422 of the Code or, without the consent of the optionee 
affected, to disqualify any Incentive Stock Option 
under such Section 422.

Stock Options granted under the Plan shall be subject 
to the following terms and conditions and shall contain 
such additional terms and conditions as the Committee 
shall deem desirable:

(a)  Option Price.  The option price per share of 
Common Stock purchasable under a Stock Option shall be 
determined by the Committee and set forth in the option 
agreement, and shall not be less than the Fair Market 
Value of the Common Stock subject to the Stock Option 
on the date of grant.

(b)  Option Term.  The term of each Stock Option 
shall be fixed by the Committee, but no Incentive Stock 
Option shall be exercisable more than 10 years after 
the date of the Stock Option is granted.

(c)  Exercisability.  Except as otherwise provided 
herein, Stock Options shall be exercisable at such time 
or times and subject to such terms and conditions as 
shall be determined by the Committee.  If the Committee 
provides that any Stock Option is exercisable only in 
installments, the Committee may at any time waive such 
installment exercise provisions, in whole or in part, 
based on such factors as the Committee may determine.  
In addition, the Committee may at any time accelerate 
the exercisability of any Stock Option.


(d)  Method of Exercise.  Subject to the 
provisions of this Section 5, Stock Options may be 
exercised, in whole or in part, at any time during the 
option term by giving written notice of exercise to the 
Company specifying the number of shares of Common Stock 
subject to the Stock Option to be purchased.


Such notice shall be accompanied by payment in 
full of the purchase price by certified or bank check 
or such other instrument as the Company may accept.  If 
approved by the Committee, payment in full or in part 
may also be made in the form of unrestricted Common 
Stock already owned by the optionee of the same class 
as the Common Stock subject to the Stock Option and, in 
the case of the exercise of a Nonqualified Stock 
Option, Restricted Stock subject to an Award hereunder 
which is of the same class as the Common Stock subject 
to the Stock Option (based, in each case, on the Fair 
Market Value of the Common Stock on the date the Stock 
Option is exercised);  provided, however, that, in the 
case of an Incentive Stock Option, the right to make a 
payment in the form of already owned shares of Common 
Stock of the same class as the Common Stock subject to 
the Stock Option may be authorized only at the time the 
Stock Option is granted.

If payment of the option exercise price of a 
nonqualified Stock Option is made in whole or in part 
in the form of Restricted Stock, the number of shares 
of Common Stock to be received upon such exercise equal 
to the number of shares of Restricted Stock used for 
payment of the option exercise price shall be subject 
to the same forfeiture restrictions or deferral 
limitations to which such Restricted Stock was subject, 
unless otherwise determined by the Committee.

In the discretion of the Committee, payment for any 
shares subject to a Stock Option may also be made be 
delivering a properly executed exercise notice to the 
Company, together with a copy of irrevocable 
instructions  to a broker to deliver promptly to the 
Company the amount of sale or loan proceeds to pay the 
purchase price, and, if requested the amount of any 
Federal, state, local or foreign withholding taxes.  To 
facilitate the foregoing, the Company may enter into 
agreements for coordinated procedures with one or more 
brokerage firms.

No shares of Common Stock shall be issued until full 
payment therefor has been made.  Subject to any 
forfeiture restrictions or deferral limitations that 
may apply if a Stock Option is exercised using 
Restricted Stock, an optionee shall have all of the 
rights of a shareholder of the Company holding the 
class or series of Common Stock that is subject to such 
Stock Option (including, if applicable, the right to 
vote the shares and the right to receive dividends), 
when the optionee has given written notice of exercise, 
has paid in full for such shares and, if requested, has 
given the representation described in Section 13(a).

(e)  Nontransferability of Stock Option.  No Stock 

Option shall be transferable by the optionee other than 
(i)  by will or by the laws of descent and distribution 
(ii)  or (ii) in the case of a Nonqualified Stock 
Option, pursuant to (a) a qualified domestic relations 
order (as defined in the Code or Title I of the 
Employee Retirement Income Security Act of 1974, as 
amended, or the rules thereunder), or (b) a gift to 
such optionee's children, whether directly or 
indirectly or by means of a trust or partnership or 
otherwise, if expressly permitted under the applicable 
option agreement.  All Stock Options shall be 
exercisable, during the optionee's lifetime, only by 
the optionee or by the guardian or legal representative 
of the optionee or, in the case of a Nonqualified Stock 
Option, its alternative payee pursuant to such 
qualified domestic relations order, it being understood 
that the terms "holder" and "optionee" include the 
guardian and legal representative of the optionee named 
in the option agreement and any person to whom an 
option is transferred by will or the laws of descent 
and distribution or, in the case of a Nonqualified 
Stock Option, pursuant to a qualified domestic 
relations order or a gift permitted under the 
applicable option agreement.

(f)  Termination by Death.  Unless otherwise
determined by the Committee, if an optionee's 
employment terminates by reason of death, any Stock 
Option held by such optionee may thereafter be 
exercise, to the extent then exercisable, or on such 
accelerated basis as the Committee may determine,  for 
a period of one year (or such other period as the 
Committee may specify in the option agreement)  from 
the date of such death or until the expiration of the 
stated term of such Stock Option, whichever period is 
the shorter.

(g)  Termination by Reason of Disability.  Unless 
otherwise determined by the Committee, if any 
optionee's employment terminates by reason of 
Disability, any Stock Option held by such optionee may 
thereafter be exercised by the optionee, to the extent 
it was exercisable at the time of termination, or on 
such accelerated basis as the Committee may determine, 
for a period of three years (or such shorter period as 
the Committee may specify in the option agreement) from 
the date of such termination of employment or until the 
expiration of the stated term of such Stock Option, 
whichever period is the shorter; provided, however, 
that if the optionee dies within such three-year period 
(or such shorter period), any unexercised Stock Option 
held by such optionee shall notwithstanding the 
expiration of such three-year (or such shorter) period, 
continue to be exercisable to the extent to which it 
was exercisable at the time of death for a period of 12 
months from the date of such death or until the 
expiration of the stated term of such Stock Option, 
whichever period is the shorter.  In the event of 
termination of employment by reason of Disability, if 
an Incentive Stock Option is exercised after the 
expiration of the exercise periods that apply for 
purposes of Section 422 of the Code, such Stock Option 
will thereafter be treated as a Nonqualified Stock 
Option.

(h)  Termination by Reason of Retirement.  Unless 
otherwise determined by the Committee, if any 
optionee's employment terminates by reason of 
Retirement, any Stock Option held by such optionee may 
thereafter be exercised by the optionee, to the extent 
it was exercisable at the time of such Retirement, or 
on such accelerated basis as the Committee may 
determine, for a period of three years (or such shorter 
period as the Committee may specify in the option 
agreement) from the date of such termination of 
employment or until the expiration of the stated term 
of such Stock Option, whichever period is the shorter; 
provided, however, that if the optionee dies within 
such three-year (or such shorter) period any 
unexercised Stock Option held by such optionee shall, 
notwithstanding the expiration of such three-year (or 
such shorter) period, continue to be exercisable to the 
extent to which it was exercisable at the time of death 
for a period of 12 months from the date of such death 
or until the expiration of the stated term of such 
Stock Option, whichever period is the shorter.  In the 
event of termination of employment by reason of 
Retirement, if any Incentive Stock Option is exercised 
after the expiration of the exercise periods that apply 
for purpose of Section 422 of the Code, such Stock 
Option will thereafter be treated as a Nonqualified 
Stock Option.

(i)  Other Termination.  Unless otherwise 
determined by the Committee, if an optionee incurs a 
Termination of Employment for any reason other than 
death, Disability or Retirement, any Stock Option held 
by such optionee shall thereupon terminate, except that 
such Stock Option, to the extent then exercisable, or 
on such accelerated basis as the Committee may 
determine, may be exercised for the lesser of three 
months from the date of such Termination of Employment 
or the balance of such Stock Option's term if such 
Termination of Employment of the optionee is 
involuntary and without Cause; provided, however, that 
if the optionee dies within such three-month period, 
any unexercised Stock Option held by such optionee 
shall, notwithstanding the expiration of such three-
month period, any unexercised Stock Option held by such 
optionee shall, notwithstanding the expiration of such 
three-month period, continue to be exercisable to the 
extent to which it was exercisable at the time of death 
for a period of 12 months from the date of such death 
or until the expiration of the stated term of such 
Stock Option, whichever period is the shorter.  
Notwithstanding the foregoing, if an optionee incurs a 
Termination of Employment at or after a Change in 
Control (as defined Section 9(b)), other than by reason 
of death, Disability or Retirement, any Stock Option 
held by such optionee shall be exercisable of the 
lesser of (1) six months and one day from the date of 
such Termination of Employment, and (2) the balance of 
such Stock Option's term.  In the event of Termination 
of Employment, if an Incentive Stock Option is 
exercised after the expiration of the exercise periods 
that apply for purposes of Section 422 of the Code, 
such Stock Option will thereafter be treated as a 
Nonqualified Stock Option.  Unless otherwise determined 
by the Committee, for the purposes of the Plan "Cause" 
shall mean (1) the conviction of the optionee for 
committing a felony under Federal law or the law of the 
state in which such action occurred, (2) dishonesty in 
the course of fulfilling the optionee's employment 
duties or (3) willful and deliberate failure on the 
part of the optionee to perform his employment duties 
in any material respect.

(j)  Cashing Out of Stock Option.  On receipt of 
written notice of exercise, the Committee may elect to 
cash out all or part of the portion of the shares of 
Common Stock for which a Stock Option is being 
exercised by paying the optionee an amount, in cash or 
Common Stock, equal to the excess of the Fair Market 
Value of the Common Stock over the option price times 
the number of shares of Common Stock for which the 
Option is being exercised on the effective date of such 
cash out.

Cash outs pursuant to this Section 5(j) relating to 
Options held by optionees who are actually or 
potentially subject to Section 16(b) of the Exchange 
Act shall comply with the "window period" provisions of 
Rule 16b-3, to the extent applicable, and, in the case 
of cash outs of Nonqualified Stock Options held by such 
optionees, the Committee may determine Fair Market 
Value under the pricing rule set forth in Section 
6(b)(ii)(2).

(k)  Change in Control Cash Out.  Notwithstanding 
any other provision of the plan, during the 60-day 
period from and after a Change in Control (the 
"Exercise Period"), unless the Committee shall 
determine otherwise at the time of grant, an optionee 
shall have the right, whether or not the Stock Option 
is fully exercisable  and in lieu of the payment of the 
exercise price for the shares of Common Stock being 
purchased under the Stock Option and by  giving notice 
to the Company, to elect (within the Exercise Period) 
to surrender all or part of the Stock Option to the 
Company and to receive cash, within 30 days of such 
notice, in an amount equal to the amount by which the 
Change in Control Price per share of Common Stock on 
the date of such election shall exceed the exercise 
price per share of Common stock under the Stock Option 
(the "Spread")  multiplied by the number of shares of 
Common Stock granted under the Stock Option as to which 
the right granted under the Section 5(k) shall have 
been exercised; provided, however, that if the Change 
in Control is within six months of the date of grant of 
a particular Stock Option held by an optionee who is an 
officer or director of the Company and is subject to 
Section 16(b) of the Exchange Act no such election 
shall be made by such optionee with respect to such 
Stock Option prior to six months from the date of 
grant.  However, if the end of such 60-day period from 
and after a Change in Control is within six months of 
the date of grant of a Stock Option held by an optionee 
who is an officer or director of the Company and is 
subject to Section 16(b) of the Exchange Act, such 
Stock Option shall be canceled in exchange for a cash 
payment to the optionee, effected on the day which is 
six months and one day after the date of grant of such 
Option, equal to the Spread multiplied by the number of 
shares of Common Stock granted under the Stock Option.

Section 6.  Stock Appreciation Rights.

(a)  Grant and Exercise.  Stock Appreciation 

Rights may be granted in conjunction with all or part 
of any Stock Option granted under the plan.  In the 
case of a Nonqualified Stock Option, such rights may be 
granted either at or after the time of grant of such 
Stock Option.  In the case of an Incentive Stock 
Option, such rights may be granted only at the time of 
grant of such Stock Option.  A Stock Appreciation Right 
shall terminate and no longer be exercisable upon the 
termination or exercise of the related Stock Option.

	A Stock Appreciation Right may be exercised by an 
optionee in accordance with Section 6(b) by 
surrendering the applicable portion of the related 
Stock Option in accordance with procedures established 
by the Committee.  Upon such exercise and surrender, 
the optionee shall be entitled to receive an amount 
determined in the manner prescribed in Section 6(b).  
Stock Options which have been so surrendered shall no 
longer be exercisable to the extent the related Stock 
Appreciation Rights have been exercised.

(b)  Terms and Conditions.  Stock Appreciation 
Rights shall be subject to such terms and conditions as 
shall be determined by the Committee, including the 
following:

(i)  Stock Appreciation Rights shall be 
exercisable only at such time or times and to the 
extent that the Stock Options to which they relate are 
exercisable in accordance with the provisions of 
Section 5 and this Section; provided, however, that a 
Stock Appreciation Right shall not be exercisable 
during the first six months of its term by an optionee 
who is actually or potentially subject to Section 16(b) 
of the Exchange Act, except that this limitation shall 
not apply in the event of death or Disability of the 
optionee prior to the expiration of the six-month 
period.

(ii)  Upon the exercise of a Stock 
Appreciation Right, an optionee shall be entitled to 
receive an amount in cash, shares of Common Stock or 
both equal in value to the excess of the Fair Market 
Value of one share of Common Stock over the option 
price per share specified in the related Stock Option 
multiplied by the number of shares in respect of which 
the Stock Appreciation Right shall have been exercised, 
with the Committee having the right to determine the 
form of payment.

	In the case of Stock Appreciation Rights relating 
to Stock Options held by optionees who are actually or 
potentially subject to Section 16(b) of the Exchange 
Act, the Committee:

(1)  may require that such Stock 
Appreciation Rights be exercised for cash only in 
accordance with the applicable "window period" 
provisions of Rule 16b-3; and

			(2)	in the case of Stock Appreciation 
Rights relating to Nonqualified Stock Options, may 
provide that the amount to be paid in cash upon 
exercise of such Stock Appreciation Rights during a 
Rule 16b-3 "window period" shall be based on the 
highest of the daily means between the highest and 
lowest reported sales prices of the Common Stock on the 
New York Stock Exchange or other national securities 
exchange on which the shares are listed or on NASDAQ, 
as applicable, on any day during such "window period".

(iii)  Stock Appreciation Rights shall be 
transferable on to permitted transferees of the 
underlying Stock Option in accordance with Section 
5(e).

(iv)  Upon the exercise of a Stock 
Appreciation Right, the Stock Option or part thereof to 
which such Stock Appreciation Right is related shall be 
deemed to  have been exercised for the purpose of the 
limitation set forth in Section 3 on the number of 
shares of Common Stock to be issued under the Plan, but 
only to the extent of the number of shares covered by 
the Stock Appreciation Right at the time of exercise 
based on the value of the Stock Appreciation Right at 
such time.

Section 7. Restricted Stock.

(a)  Administration.  Shares of Restricted Stock 
may be awarded either alone or in addition to other 
Awards granted under the Plan.  The Committee shall 
determine the officers and employees to whom and the 
time to times at which grants of Restricted Stock will 
be awarded, the number of shares to be awarded to any 
participant (subject to the aggregate limit on grants 
to individual participants set forth in Section 3), the 
conditions for vesting, the time or times within which 
such Awards may be subject to forfeiture and any other 
terms and conditions of the Awards, in addition to 
those contained in Section 7(c).  

	The Committee shall in the case of Restricted 
Stock with respect to which a participant is a Covered 
Employee, and may, in the case of Restricted Stock 
granted to participants not designated as Covered 
Employees with respect to such grant, prior to grant 
condition the vesting of Restricted Stock upon the 
attainment of the applicable Performance Goals.  The 
Committee may, in addition to requiring satisfaction of 
the applicable Performance Goals, also condition 
vesting upon the continued service of the participant. 
 The provision of Restricted Stock Awards (including 
the applicable Performance Goals) need not be the same 
with respect to each recipient.

	(b)	Awards and Certificates.  Shares of 
Restricted Stock shall be evidenced in such manner as 
the Committee may deem appropriate, including book-
entry registration or issuance of one or more stock 
certificates.  Any certificate issued in respect of 
shares of Restricted Stock shall be registered in the 
name of such participant and shall bear an appropriate 
legend referring to the terms, conditions, and 
restrictions applicable to such Award, substantially in 
the following form:

"The transferability of this certificate and the 
shares of stock represented hereby are subject to the
terms and conditions (including forfeiture) of the
Antares Resources Corporation 1994 Stock Incentive Plan 
and a Restricted Stock Agreement.  Copies of such Plan 
and Agreement are on file at the offices of Antares 
Resources Corporation, 350 Northern Boulevard, Suite 
326, Great Neck, New York 11021."

	The Committee may require that the certificates 
evidencing such shares be held in custody by the 
Company until the restrictions thereon shall have 
lapsed and that, as a condition of any Award of 
Restricted Stock, the participant shall have delivered 
a stock power, endorsed in blank, relating to the 
Common Stock covered by such Award.

(c)  Terms and Conditions.  Shares of Restricted 
Stock shall be subject to the following terms and conditions:

(i)  Subject to the provisions of the Plan 
(including Section 5(d)) and the Restricted Stock 
Agreement referred to in Section 7(c)(vi), during the 
period, if any, set by the Committee, commencing with 
the date of such Award for which such participant's 
continued service is required (the "Restriction 
Period"), and until the later of (i) the expiration of 
the Restriction Period and (ii) the date the applicable 
Performance Goals (if any) are satisfied, the 
participant shall not be permitted to sell, assign, 
transfer, pledge or otherwise encumber shares of 
Restricted Stock.  Within these limits, the Committee 
may provide for the lapse of restrictions based upon 
period of service in installments or otherwise and may 
accelerate or waive, in whole or in part, restrictions 
based upon period of service or upon performance; 
provided, however, that in the case of Restricted Stock 
with respect to which a participant is a Covered 
Employee, the applicable Performance Goals have been 
satisfied.

(ii)  Except as provided in this paragraph 
(iii)  and Section 7(c)(i) and the Restricted Stock 
Agreement, the participant shall have, with respect
to the shares of Restricted Stock, all of the rights of 
a shareholder of the Company holding the class or 
series of Common Stock that is the subject of the 
Restricted Stock, including, if applicable, the right 
to vote the shares and the right to receive any cash 
dividends.  If so determined by the Committee in the 
applicable Restricted Stock Agreement and subject to 
Section 13(f) of the Plan, (1) cash dividends on the 
class or series of Common Stock that is the subject of 
the Restricted Stock Award shall be automatically 
deferred and reinvested in additional Restricted Stock, 
held subject to the vesting of the underlying 
Restricted Stock, or held subject to meeting 
Performance Goals applicable only to dividends, and (2) 
dividends payable in Common Stock shall be paid in the 
form of Restricted Stock of the same class as the 
Common Stock with which such dividend was paid, held 
subject to the vesting of the underlying restricted 
Stock, or held subject to meeting Performance Goals 
applicable only to dividends.

(iii)  Except to the extent otherwise 
provided in the applicable Restricted Stock Agreement 
and Sections 7(c)(i), 7(c)(iv) and 9(a)(ii), upon a 
participant's Termination of Employment for any reason 
during the Restriction Period or before the applicable 
Performance Goals are satisfied, all shares still 
subject to restriction shall be forfeited by the 
participant.

(iv)  Except to the extent otherwise provided 
in Section 9(a)(ii), in the event that a participant 
retires or such participant's employment is 
involuntarily terminated (other than for Cause), the 
Committee shall have the discretion to waive in whole 
or in part any or all remaining restrictions (other 
than, in the case of Restricted Stock with respect to 
which a participant is a Covered Employee, satisfaction 
of the applicable Performance Goals unless the 
participant's employment is terminated by reason of 
death or Disability) with respect to any or all of such 
participant's shares of Restricted Stock.

(v)  If and when the applicable Performance 
Goals are satisfied and the Restriction Period expires 
without a prior forfeiture of the Restricted Stock, 
unlegended certificates for such shares shall be 
delivered to the participant upon surrender of the 
legended certificates.

(vi)  Each Award shall be confirmed by, and be 
subject to the terms of, a Restricted Stock Agreement.

Section 8. Performance Units.

(a)  Administration.  Performance Units may be 
awarded either alone or in addition to other Awards 
granted under the Plan.  The Committee shall determine 
the officers and employees to whom and the time or 
times at which Performance Units shall be awarded, the 
number of Performance Units to be awarded to any 
participant (subject to the aggregate limit on grants 
to individual participants set forth in Section 3), the 
duration of the Award Cycle and any other terms and 
conditions of the Award, in addition to those contained 
in Section 8(b).

	The Committee shall condition the settlement of 
Performance Units upon the attainment of the applicable 
Performance Goals.  The provisions of such Awards 
(including the applicable Performance Goals) need not 
be the same with respect to each recipient.

(b)  Terms and Conditions.  Performance Unit 
Awards shall be subject to the following terms and 
conditions:

(i)  Subject to the provisions of the Plan 
and the Performance Unit Agreement referred to in 
Section 8(b)(vi), Performance Units may not be sold, 
assigned, transferred, pledged or otherwise encumbered 
during the Award Cycle.  At the expiration of the Award 
Cycle the Committee shall evaluate the Company's 
performance in light of the Performance Goals for such 
Award and shall determine the number of Performance 
Units granted to the participant which have been earned 
and the Committee may then elect to deliver (1) a 
number of shares of Common Stock equal to the number of 
Performance Units determined by the Committee to have 
been earned or (2) cash equal to the Fair Market Value 
of such number of shares of Common Stock to the 
participant.

(ii)  Except to the extent otherwise provided 
in the applicable Performance Unit Agreement and 
Sections 8(b)(iii) and 9(a)(iii), upon a participant's 
Termination of Employment for any reason during the 
Award Cycle or before the applicable Performance Goals 
are satisfied, the rights to the shares still covered 
by the Performance Units Award shall be forfeited by 
the participant.

(iii)  Except to the extent otherwise 
provided in Section 9(a)(iii), in the event that a 
participant's employment is involuntarily terminated 
(other than for Cause), the Committee shall have the 
discretion to waive in whole or in part any or all 
remaining payment limitations (other than, in the case 
of Performance Units with respect to which a 
participant is a Covered Employee, satisfaction of the 
applicable Performance Goals unless the participant's 
employment is terminated by reason of death or 
Disability) with respect to any or all of such 
participant's Performance Units.

(iv)  A participant may elect to further defer 
receipt of the Performance Units payable under an Award 
(or an installment of an Award) for a specified period 
or until a specified event, subject in each case to the 
Committee's approval and to such terms as are 
determined by the Committee (the "Elective Deferral 
Period").  Subject to any exceptions adopted by the 
Committee, such election must generally be made prior 
to the commencement of the Award Cycle of the Award (or 
for such installment of an Award).

(v)  If and when the applicable Performance 
Goals are satisfied and the Elective Deferral Period 
expires without a prior forfeiture of the Performance 
Units, payment in accordance with Section 8(b)(i) 
hereof shall be made to the participant.

(vi)  Each award shall be confirmed by, and be 
subject to the terms of, a Performance Unit Agreement.

Section 9. Change in Control Provisions.

(a)  Impact of Event.  Notwithstanding any other 
provision of the Plan to the contrary, in the event of 
a Change in Control:

(i)  Any Stock Options and Stock Appreciation 
Rights outstanding as of the date such Change in 
Control is determined to have occurred and not then 
exercisable and vested shall become fully exercisable 
and vested to the full extent of the original grant; 
provided, however, that, in the case of the holder of 
Stock Appreciation Rights who is actually subject to 
Section 16(b) of the Exchange Act, such Stock 
Appreciation Rights shall have been outstanding for at 
least six months at the date such Change in Control is 
determined to have occurred.

(ii)  The restrictions and deferral 
limitations applicable to any Restricted Stock shall 
lapse, and such Restricted Stock shall become free of 
all restrictions and become fully vested and 
transferable to the full extent of the original grant.

(iii)  All Performance Units shall be 
considered to be earned and payable in full and any 
deferral or other restriction shall lapse and such 
Performance Units shall be settled in cash as promptly 
as is practicable.

(b)  Definition of Change in Control.  For 
purposes of the Plan, a "Change in Control" shall mean 
the happening of any of the following events:

(i)  An acquisition by any individual, entity 
or group (within the meaning of Section 13(d)(3) or 
14(d)(2) of the Exchange Act)(a "Person") of beneficial 
ownership (within the meaning of Rule 13d-3 promulgated 
under the Exchange Act) of 20% or more of either (1) 
the then outstanding shares of common stock of the 
Company (the "Outstanding Company Common Stock") or (2) 
the combined voting power of the then outstanding 
voting securities of the Company entitled to vote 
generally in the election of directors (the 
"Outstanding Company Voting Securities"); excluding, 
however, the following: (1) any acquisition directly 
from the Company, other than an acquisition by virtue
 of the exercise of a conversion privilege unless the
 security being so converted was itself acquired directly
 from the Company, (2) any acquisition by the Company, (3)
 any acquisition by any employee benefit plan (or related 
trust) sponsored or maintained by the Company or any corporation
 controlled by the Company or (4) any acquisition by any 
corporation pursuant to a transaction which complies with
 clauses (1), (2) and (3) of subsection (iii) of this Section 9(b); or

(ii)  A change in the composition of the Board 
such that the individuals who, as of the effective date 
of the Plan, constitute the Board (such Board shall be 
hereinafter referred to as the "Incumbent Board") cease 
for any reason to constitute at least a majority of the 
Board; provided, however, for purposes of this Section 
9(b), that any individual who becomes a member of the 
Board subsequent to the effective date of the Plan, 
whose election, or nomination for election by the 
Company's shareholders, was approved by a vote of at 
least a majority of those individuals who are members 
of the Board and who were also members of the Incumbent 
Board (or deemed to be such pursuant to this proviso) 
shall be considered as though such individual were a 
member of the Incumbent Board; but, provided further, 
that any such individual whose initial assumption of 
office occurs as a result of either an actual or 
threatened election contest (as such terms are used in 
Rule 14a-11 of Regulation 14A promulgated under the 
Exchange Act) or other actual or threatened 
solicitation of proxies or consents by or on behalf of 
a Person other than the Board shall not be so 
considered as a member of the Incumbent Board; or

(iii)  The approval by the shareholders of 
the Company of a reorganization, merger or 
consolidation or sale or other disposition of all or 
substantially all of the assets of the Company 
("Corporate Transaction") or, if consummation of such 
Corporate Transaction is subject, at the time of such 
approval by shareholders, to the consent of any 
government or governmental agency, the obtaining of 
such consent (either explicitly or implicitly by 
consummation); excluding, however, such a Corporate 
Transaction pursuant to which (1) all or substantially 
all of the individuals and entities who are the 
beneficial owners, respectively, of the Outstanding 
Company Common Stock and Outstanding Company Voting 
Securities immediately prior to such Corporate 
Transaction will beneficially own, directly or 
indirectly, more than 60% of, respectively, the 
outstanding shares of common stock, and the combined 
voting power of the then outstanding voting securities 
entitled to vote generally in the election of 
directors, as the case may be, of the corporation 
resulting from such Corporate Transaction (including, 
without limitation, a corporation which as a result of 
such transaction owns the Company or all or 
substantially all of the Company's assets either 
directly or through one or more subsidiaries) in 
substantially the same proportions as their ownerships, 
immediately prior to such Corporate Transaction, of the 
Outstanding Company Common Stock and Outstanding 
Company Voting Securities, as the case may be, (2) no 
Person (other than the Company, any employee benefit 
plan (or related trust) of the Company or such 
corporation resulting from such Corporate Transaction) 
will beneficially own, directly or indirectly, 20% or 
more of, respectively, the outstanding shares of common 
stock of the corporation resulting from such Corporate 
Transaction or the combined voting power of the 
outstanding voting securities of such corporation 
entitled to vote generally in the election of directors 
except to the extent that such ownership existed prior 
to the Corporate Transaction and (3) individuals who 
were members of the Incumbent Board will constitute at 
least a majority of the members of the board of 
directors of the corporation resulting from such 
Corporate Transaction; or

(iv)  The approval by the shareholders of the 
Company of a complete liquidation or dissolution of the 
Company.

(c)  Change in Control Price.  For purposes of the 
Plan, "Change in Control Price" means the higher of (i) 
the highest reported sales price, regular way, of a 
share of Common Stock in any transaction reported on 
the New York Stock Exchange Composite Tape or other 
national exchange on which such shares are listed or on 
NASDAQ during the 60-day period prior to and including 
the date of a Change in Control or (ii) if the Change 
in Control is the result of a tender or exchange offer 
or a Corporate Transaction, the highest price per share 
of Common Stock paid in such tender or exchange offer 
or Corporate Transaction; provided, however, that (x) 
in the case of a Stock Option which (A) is held by an 
optionee who is an officer or director of the Company 
and is subject to Section 16(b) of the Exchange Act and 
(B)  was granted within 240 days of the Change in 
Control, then the Change in Control Price for such 
Stock Option shall be the Fair Market Value of the 
Common Stock on the date such Stock Option is exercised 
or deemed exercised and (y) in the case of Incentive 
Stock Options and Stock Appreciation Rights relating to 
Incentive Stock Options, the Change in Control Price 
shall be in all cases the Fair Market Value of the 
Common Stock on the date such Incentive Stock Option or 
Stock Appreciation Right is exercised.  To the extent 
that the consideration paid in any such transaction 
described above consists all or in part of securities 
or other non-cash consideration, the value of such 
securities or other non-cash consideration shall be 
determined in the sole discretion of the Board.

Section 10. Loans

	The Company may make loans to a participant in 
connection with Awards subject to the following terms 
and conditions and such other terms and conditions not 
inconsistent with the Plan including the rate of 
interest, if any, as the Committee shall impose from 
time to time.

	No loan made under the Plan shall exceed the sum 
of (i) the aggregate price payable with respect to the 
Award in relation to which the loan is made, plus (ii) 
the amount of the reasonably estimated combined amounts 
of Federal and state income taxes payable by the 
participant.

	No loan shall have an initial term exceeding ten 
(10) years; provided that the loans under the Plan 

shall be renewable at the discretion of the Committee; and provided,
 further,  that the indebtedness under each loan shall become due and
 payable, as the case may be, on a date no later then (i) one year after 
Termination of Employment due to death, Retirement or 
Disability, or (ii) the day of Termination of 
Employment for any reason other than death, Retirement 
or Disability.

	Loans under the Plan may be satisfied by the 
participant, as determined by the Committee, in cash 
or, with the consent of the Committee, in whole or in 
part in the form of unrestricted Common Stock already 
owned by the participant where such Common Stock shall 
be valued at Fair Market Value on the date of such 
payment.

	When a loan shall have been made, Common Stock 
equivalent in value to the amount of the loan shall be 
pledged by the participant to the Company as security 
for payment of the unpaid balance of the loan.  Any 
portions of such Common Stock may, in the discretion of 
the Committee, be released from time to time as it 
deems not to be needed as security.



The making of any loan is subject to satisfying all applicable laws, 
as well as any regulations and rules of the Federal Reserve Board and
any other governmental agency having jurisdiction.

Section 11. Term, Amendment and Termination.

	The Plan will terminate 10 years after the 
effective date of the Plan.  Under the Plan, Awards 
outstanding as of such date shall not be affected or 
impaired by the termination of the Plan.

	The Board may amend, alter, or discontinue the 
Plan, but no amendment, alteration or discontinuation 
shall be made which would (i) impair the rights of an 
optionee under a Stock Option or a recipient of a Stock 
Appreciation Right, Restricted Stock Award or 
Performance Unit Award theretofore granted without the 
optionee's or recipient's consent, except such an 
amendment made to cause the Plan to qualify for the 
exemption provided by Rule 16b-3, or (ii) disqualify 
the Plan from the exemption provided by Rule 16b-3.  In 
addition, no such amendment shall be made without the 
approval of the Company's shareholders to the extent 
such approval is required by law or agreement.

	The Committee may amend the terms of any Stock 
Option or other Award theretofore granted, 
prospectively or retroactively, but no such amendment 
shall impair the rights of any holder without the 
holder's consent except such an amendment made to cause 
the Plan or Award to qualify for the exemption provided 
by Rule 16b-3.

Subject to the above provisions, the Board shall have 
authority to amend the Plan to take into account 
changes in law and tax and accounting rules, as well as 
other developments and to grant Awards which qualify 
for beneficial treatment under such rules without 
shareholder approval.


Section 12. Unfunded Status of Plan.

	It is presently intended that the Plan constitute 
an "unfunded" plan for incentive and deferred 
compensation.  The Committee may authorize the creation 
of trusts or other arrangements to meet the obligations 
created under the Plan to deliver Common Stock or make 
payments; provided, however, that, unless the Committee 
otherwise determines, the existence of such trusts or 
other arrangements is consistent with the "unfunded" 
status of the Plan.

Section 13. General Provisions.

(a)  The Committee may require each person 
purchasing or receiving shares pursuant to an Award to 
represent to and agree with the Company in writing that 
such person is acquiring the shares without a view to 
the distribution thereof.  The certificates for such 
shares may include any legend which the Committee deems 
appropriate to reflect any restrictions on transfer.


	Notwithstanding any other provision of the Plan or 
agreements made pursuant thereto, the Company shall not 
be required to issue or deliver any certificate or 
certificates for shares of Common Stock under the Plan 
prior to fulfillment of all of the following 
conditions:

(1)  The listing or approval for listing upon 
notice of issuance, of such shares on the New York 
Stock Exchange, Inc., or such other securities exchange 
as may at the time be the principal market for the 
Common Stock;

(2)  Any registration or other qualification 
of such shares of the Company under any state of 
Federal law or regulation, or the maintaining in effect 
of any such registration or other qualification which 
the Committee shall, in its absolute discretion upon 
the advice of counsel, deem necessary or advisable; and

(3)  The obtaining of any other consent, 
approval, or permit from any state or Federal 
governmental agency which the Committee shall, in its 
absolute discretion after receiving the advice of 
counsel, determined to be necessary or advisable.

(b)  Nothing contained in the Plan shall prevent 
the Company or any subsidiary or Affiliate from 
adopting other or additional compensation arrangements 
for its employees.

(c)  The adoption of the Plan shall not confer 
upon any employee any right to continued employment nor 
shall it interfere in any way with the right of the 
Company or any subsidiary or Affiliate to terminate the 
employment of any employee at any time.

(d)  No later than the date as of which an amount 
first becomes includible in the gross income of the 
participant for Federal income tax purposes with 
respect to any Award under the Plan, the participant 
shall pay to the Company, or make arrangements 
satisfactory to the Company regarding the payment of, 
any Federal, state, local or foreign taxes of any kind 
required by law to be withheld with respect to such 
amount.  Unless otherwise determined by the Company, 
withholding obligations may be settled with Common 
Stock, including Common Stock that is part of the Award 
that gives rise to the withholding requirement.  The 
obligations of the Company under the Plan shall be 
conditional on such payment or arrangements, and the 
Company and its Affiliates shall, to the extent 
permitted by law, have the right to deduct any such 
taxes from any payment otherwise due to the 
participant.  The Committee may establish such 
procedures as it deems appropriate, including the 
making of irrevocable elections, for the settlement of 
withholding obligations with Common Stock.

(e)  At the time of grant, the Committee may 
provide in connection with any grant made under the 
Plan that the shares of Common Stock received as a 
result of such grant shall be subject to a right of 
first refusal pursuant to which the participant shall 
be required to offer to the Company any shares that the 
participant wishes to sell at the then Fair Market 
Value of the Common Stock, subject to such other terms 
and conditions as the Committee may specify at the time 
of grant.


(f)  The reinvestment of dividends in additional 
Restricted Stock at the time of any dividend payment 
shall only be permissible if sufficient shares of 
Common Stock are available under Section 3 for such 
reinvestment (taking into account then outstanding 
Stock Options and other Awards).


(g)  The Committee shall establish such procedures 
as it deems appropriate for a participant to designate 
a beneficiary to whom any amounts payable in the event 
of the participant's death are to be paid or by whom 
any rights of the participant, after the participant's 
death, may be exercised.

(h)  In the case of a grant of an Award to any 
employee of a Company subsidiary, the Company may, if 
the Committee so directs, issue or transfer the shares 
of Common Stock, if any, covered by the Award to the 
subsidiary, for such lawful consideration as the 
Committee may specify, upon the condition or 
understanding that the subsidiary will transfer the 
shares of Common Stock to the employee in accordance 
with the terms of the Award specified by the Committee 
pursuant to the provisions of the Plan.

(i)  Notwithstanding the foregoing, if any right 
granted pursuant to this Plan would make a Change in 
Control transaction ineligible for pooling of interests 
accounts under APB No. 16 that but for the nature of 
such grant would otherwise be eligible for such 
accounting treatment, the Committee shall have the 
ability to substitute the cash payable pursuant to such 
grant with Common Stock having a Fair Market Value 
equal to the cash that would otherwise by payable 
hereunder.

(j)  The Plan and all Awards made and actions 
taken thereunder shall be governed by and construed in 
accordance with the laws of the State of New York, 
without reference to principles of conflict of laws.

Section 14.  Effective Date of Plan.

	The Plan shall be effective on the date specified 
by the Board at the time it is approved by the Board.

	ANTARES RESOURCES CORPORATION
	                               
	EXHIBITS 5 AND 24.1
                             

	OPINION OF ANDREW I. TELSEY, P.C.
	                               


April 29, 1996



Mr. William W. Perry III, President
Antares Resources Corporation
100 Quentin Roosevelt Boulevard, Suite 202
Garden City, New York 11530

Re:  Antares Resources Corporation

Dear Mr. Perry:

In connection with the 2,600,000 shares of Common 
Stock, par value $0.001 per share (the "Shares"), of 
Antares Resources Corporation (hereinafter called the 
"Company"), included in the Company's Stock Incentive 
Stock Plan (the "Plan"), adopted by the shareholders of 
the Company, which Shares are proposed to be registered 
on Form S-8 under the Securities Act of 1933, as 
amended, we have examined the following instruments and 
documents:

1.  Articles of Incorporation of the Company, 
as amended;

	2.	Bylaws of the Company, as amended to date;

3.  Copies of certain resolutions adopted by 
the Board of Directors and shareholders of the Company 
adopting the Plan and authorizing the reservation for 
issuance of up to 10,000,000 shares of the Company's 
Common Stock (the "Shares"), underlying the Plan and 
stock options to be issued pursuant to the Plan;

We have examined such other instruments, documents and 
records and made such further investigations as we have 
deemed necessary for the purposes of rendering the 
following opinion.

Based on the foregoing, it is our opinion that:

(i)  The Company is a corporation which has 
validly filed its Articles of Incorporation under the 
laws of the State of New York;

(ii)  The Plan and the Shares included in the 
Plan have been duly and validly authorized by all 
necessary action on the part of the Company; the Shares 
issuable pursuant to the Plan and upon exercise of the 
stock options authorized pursuant to the Plan have been 
duly and validly authorized and, upon payment therefor 
in accordance with the terms of such issuance and stock 
option(s), will be validly issued, fully paid and 
nonassessable by the Company;

	(iii)  The rights attendant to the Plan and the 
Shares reserved for issuance thereunder conform to the 
description thereof contained in the Prospectus;

(iv)  No authorization, approval, consent or 
license of any regulatory body or authority (other than 
under the Act and the securities or Blue Sky laws of 
the various states), is required for the valid 
authorization, issuance, sale and delivery of the stock 
options and Shares reserved for issuance thereunder, or 
if so required, all such authorizations, approvals, 
consents and licenses have been obtained and are in 
full force and effect;

(v)  The Registration Statement and the 
Prospectus (except for the financial statements and 
other financial data included therein, as to which such 
counsel need express no opinion), comply as to form in 
all material respects with the requirements of the Act 
and the Rules and Regulations thereunder;

(vi)  Such counsel have participated in the 
preparation of the Registration Statement and 
Prospectus and no facts have come to the attention of 
such counsel to lead them to believe that either the 
Registration Statement or the Prospectus (except for 
the financial statements and other financial data 
included therein, as to which such counsel need express 
no opinion), contained any untrue statement of a 
material fact required to be stated therein or 
necessary to make the statements therein not misleading;

(vii)  Such counsel does not know of any 
material statutes or regulations or legal or 
governmental proceedings required to be described in 
the Prospectus which are not correctly described in all 
material respects as required, nor of any material 
contracts or documents of a character required to be 
described in the Registration Statement or the 
Prospectus or to be filed as exhibits to the 
Registration Statement which are not described and 
filed as required.

We hereby consent to the use of this opinion in the 
said Registration Statement being filed with the 
Securities and Exchange Commission and further consent 
to the reference to this firm in the Prospectus.


Very truly yours,



ANDREW I. TELSEY, P.C.

	ANTARES RESOURCES CORPORATION
	                             

	EXHIBIT 24.2
	                             

	CONSENT OF HORTON & COMPANY
	                             

CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the 
Registration Statement (Form S-8) pertaining to the 
Antares Resources Corporation Stock Incentive Plan,  of 
our report dated November 15, 1995, except for the last 
paragraph of  Note 14, as to which the date is December 
26, 1995, relating to the consolidated balance sheets 
of Antares Resources Corporation as of September 30, 
1995 and 1994 and the related consolidated statements 
of operations, stockholders' equity (deficit) and cash 
flows for the years then ended, which report is 
included in the Annual Report for the year ended 
September 30, 1995 ( Form 10-KSB) of Antares Resources 
Corporation. 





							HORTON & COMPANY, L.L.C.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 77549}]
{"company-data": {"conformed-name": "ANTARES RESOURCES CORP", "cik": "0000065202", "assigned-sic": "8711", "irs-number": "131950459", "state-of-incorporation": "NY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03027", "film-number": "96554367"}, "business-address": {"street1": "100 QUENTIN ROOSEVELT BLVD", "street2": "STE 202", "city": "GARDEN CITY", "state": "NY", "zip": "11530", "phone": "5166838116"}, "mail-address": {"street1": "100 QUENTIN ROOSEVELT BLVD", "street2": "STE 202", "city": "GARDEN CITY", "state": "NY", "zip": "11530"}, "former-company": {"former-conformed-name": "MET SPORTS CENTERS INC", "date-changed": "19821004"}}
As filed with the Securities and Exchange Commission on
	April 30, 1996
                                                                           
Securities Act Registration No. 33-         
	U.S. SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	               

	FORM S-8
	REGISTRATION STATEMENT
	UNDER
	THE SECURITIES ACT OF 1933
	              
	                         
	                       ANTARES RESOURCES CORPORATION                       
	(Exact name of registrant as specified in its charter)

             New York              					       13-1950459       
  (State or other jurisdiction					  (I.R.S. Employer
of incorporation or organization)					Identification number)

100 Quentin Roosevelt Boulevard, Suite 202
Garden City, New York 						  11530	
(Address of principal executive offices)				(Zip Code)

	ANTARES RESOURCES CORPORATION STOCK INCENTIVE PLAN
	(Full Title of the Plan)

William W. Perry III						Copies to:
President & Chief Executive Officer				Andrew I. Telsey, Esquire
Antares Resources Corporation					Andrew I. Telsey, P.C.
2345 Friendly Road       					2851 S. Parker Road, Suite 720
Fernandina Beach, FL 32034      					Aurora, Colorado  80014
(Name & address of agent for service)				(303) 671-8920

	                            (904) 261-8607                            
	(Telephone number, including area code, of agent for service)

                                        (CALCULATION OF REGISTRATION FEE)
						Proposed	Proposed
				  Amount	maximum	maximum	Amount of
Title of securities		  to be		offering		aggregate	registration
to be registered			registered	price per	offering		  fee
                                     Share              price   
						 
Common Stock,			2,600,000           $4.0625  	$10,562,500         $3,642.24
$0.001 par value			 shares
                                                             
*Estimated for calculation of registration fee only, pursuant to Rule 457(c) 
and (h), calculated on the basis of the average of the bid and asked prices 
for the 
Common Stock on NASDAQ as of April 30, 1996.

In addition, pursuant to Rule 416(c) promulgated under the Securities Act of 
1933, this Registration Statement covers an indeterminate amount of interests 
to be offered or sold pursuant to the Antares Resources Corporation Stock 
Incentive Plan described herein.

	This Form S-8 consists of 33 pages.  

	Exhibits are indexed beginning at page 7.

	PART II.  INFORMATION REQUIRED
	IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference.

	The following documents are incorporated into this Registration Statement by 
reference:
(1)  The Company's latest Annual Report on Form 10-KSB for the fiscal year 
ended September 30, 1995 (the "Annual Report"), filed pursuant to Section 13 of
 the Exchange Act;

	(2)  All other reports filed by the registrant pursuant to Section 13(a) or
 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal 
year covered by the annual report referred to in (a), above.

	(3)  The Company's Registration Statements on Form S-8 (SEC file no.
 33-88040), filed December 29, 1994, Registration Statement on Form S-8
 (SEC file no. 33-90330), filed March 15, 1995 and Registration Statement
 on Form S-8 (SEC file no. 33-99396), filed November 16, 1995.

	All documents subsequently filed by the Company pursuant to Section 13(a), 
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of 
this Registration Statement and prior to the filing of a post-effective
 amendment to this Registration Statement which indicates that 
all securities offered by this Registration Statement have been sold or 
which deregisters all securities then remaining unsold shall be deemed to
 be incorporated by reference into this Registration Statement and to be a
 part hereof from the date of filing of such documents.

	Any statement contained in a document incorporated or deemed to be 
incorporated herein by reference shall be deemed to be modified or 
superseded for purposes of this Registration Statement to the extent
 that a statement contained herein or in any other subsequently filed 
document which also is or is deemed to be incorporated herein by reference
 modifies or supersedes such statement.  Any such statement so modified or
 superseded shall not be deemed, except as so modified or superseded,
 to constitute a part of this Registration Statement.

Item 4.		Description of Securities.

	The Common Stock of the Company is registered under Section 12 of the 
Securities Exchange Act of 1934, as amended.

Item 5.		Interests of Named Experts and Counsel.

	Not Applicable.

Item 6.		Indemnification of Directors and Officers.

	The Company's Articles of Incorporation provide that the Company will 
indemnify any officer or director to the full extent permitted by law.

	Insofar as indemnification for liabilities arising under the Act may be 
permitted to officers and directors of the Company pursuant to the foregoing
provisions or otherwise, the Company understands that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public 
policy as expressed in the Act and therefore unenforceable,  In the event 
that a claim for indemnification for such liabilities (other than the payment
by the Company of expenses paid by a director or officer of the Company in 
the successful defense of any action, suit or proceeding) is asserted by an
 officer or director for liabilities arising under the Act, the Company 
will (unless the question has already been determined by a precedent deemed
 to be controlling), submit to a court of appropriate jurisdiction the 
question whether or not 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.

	The following is a complete list of exhibits filed as a part of this 
Registration Statement and which are incorporated herein.

Exhibit No.

  4.1		Antares Resources Corporation Stock Incentive Plan

   5  		Opinion of Andrew I. Telsey, P.C. regarding legality of the
securities covered by this Registration Statement.

  24.1		The consent of Andrew I. Telsey, P.C., counsel for the Company, to
 the use of their opinion with respect to the legality of the securities 
covered by this Registration Statement and to the references to such firm
 in this Registration Statement is contained in such opinion filed as 
Exhibit 5 to this Registration Statement.

  24.2		Consent of Horton & Company, independent auditors.

Item 9.	Undertakings.

	(a)	The undersigned registrant hereby undertakes:

		(1)	To file, during any period in which offers or sales are being made, a 
post-effective amendment to this registration statement 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.

(2)  That, for the purpose of determining any liability under the Securities 
Act of 1933, 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 Securities Act of 1933, each filing of
 the registrant's annual report pursuant to Section 13(a) or Section 15(d)
 of the Securities Exchange Act of 1934 (and each filing of an 
employee benefit plan's annual report pursuant to section 15(d) of the 
Securities Exchange Act of 1934)  that is incorporated by reference in this
 Registration Statement shall be deemed to be a new registration statement 
relating to the securities offered herein, 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 out of the Securities
Act of 1933 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 Securities and 
exchange 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 to question 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.

	SIGNATURES

	The Registrant.  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 caused 
this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Garden City,
 State of New York, on April 29, 1996.

							   ANTARES RESOURCES CORPORATION

By:	/s/ William W. Perry III                       
William W. Perry III, President, Chief 								
Executive Officer and Director

	Pursuant to the requirements of the Securities Act of 1933, this
 registration statement has been signed below by the following persons
 in the capacities and on the date indicated.

	Dated:							Signatures and Capacities:

April 29, 1996							/s/ William W. Perry, III                        
								             William W. Perry III, President, Chief
								             Executive Officer and Director

April 29, 1996							/s/ C. Richard Stubbs                            								
                     C. Richard Stubbs, Chief Financial Officer
             								and Director

April 29, 1996							/s/ Samuel G. Weiss                                								
                     Samuel G. Weiss, Secretary and Director

April 29, 1996							/s/ Joan Kushay                                 
             								Joan Kushay, Assistant Secretary and Director

April 29, 1996							/s/ Darcy E. Stubbs, Jr.                        
             								Darcy E. Stubbs, Jr., Director

April 29, 1996							/s/ David Capps                                 
             								David Capps, Director

April 29, 1996							/s/ Marie Stubbs                                
             								Marie Stubbs, Director

April 29, 1996							/s/ Susan Schlapkohl                           
             								Susan Schlapkohl, Director

April 29, 1996							/s/ Ralph Wilson                                
             								Ralph Wilson, Director

	The Plan.  Pursuant to the requirements of the Securities Act of 1933, the 
Plan Administrator has duly caused this Registration Statement to be signed 
on its behalf by the undersigned, thereunto duly authorized, in the City of 
Garden City, State of New York on April 29, 1996.

		ANTARES RESOURCES CORPORATION
							STOCK INCENTIVE PLAN

							By: /s/ Ralph Wilson                                 
							    Ralph Wilson, Plan Administrator
							                                            
							      

	EXHIBIT INDEX

	The following is a complete list of exhibits filed as a part of this 
Registration Statement and which are incorporated herein.

Exhibit No.										Page

  4.1		Antares Resources Corporation Stock Incentive Plan			  8

   5  		Opinion of Andrew I. Telsey, P.C. regarding legality of the 
securities	 29 covered by this Registration Statement.

  24.1		The consent of Andrew I. Telsey, P.C., legal counsel for the Company,	 
 -		   to the use of their opinion with respect to the legality of the
		   securities covered by this Registration Statement and to the
		   references to such firm in this Registration Statement is
		   contained in such opinion filed as Exhibit 5 to this Registration
		   Statement.

  24.2		Consent of Horton & Company, independent auditors.			  32
                              
 

	ANTARES RESOURCES CORPORATION
	                             

	EXHIBIT 4.1
	                             

	ANTARES RESOURCES CORPORATION

	STOCK INCENTIVE PLAN
	                               

	STOCK INCENTIVE PLAN

Section 1.  Purpose; Definitions.

	The purpose of the Plan is to give the Company a 
competitive advantage in attracting, retaining and 
motivating officers and employees and to provide the 
Company and its subsidiaries with the ability to 
provide incentives more directly linked to the 
profitability of the Company's businesses and increases 
in shareholder value.

	For purposes of the Plan, the following terms are 
defined as set forth below:

a.  "Affiliate" means a corporation or other 
entity controlled by the Company and designated by the 
Committee from time to time as such.

b.  "Award" means a Stock Appreciation Right, 
Stock Option, Restricted Stock or Performance Units.

c.  "Award Cycle" shall mean a period of 
consecutive fiscal years or portions thereof designated 
by the Committee over which Performance Units are to be 
earned.

d.  "Board" means the Board of Directors of the 
Company.

	e.	"Cause" has the meaning set forth in Section 5(i).

f.  "Change in Control" and "Change in Control 
Price" have the meanings set forth in Sections 9(b)  
and (c), respectively.

	g.	"Code" means the Internal Revenue Code.

	h.	"Commission" means the Securities and Exchange Commission or any successor
 agency.

	i.	"Committee" means the Committee referred to in Section 2.

	j.	"Common Stock" means common stock, par value $.001 per share, of the 
Company.

	k.	"Company" means Antares Resources Corporation a New York corporation.
	
l.  "Covered Employee" shall mean a participant 
designated prior to the grant of shares of Restricted 
Stock or Performance Units by the Committee who is or 
may be a "covered employee" within the meaning of 
Section 162(m)(3) of the Code in the year in which 
Restricted Stock or Performance Units are taxable to 
such participant.

m.  "Disability" means permanent and total 
disability as determined under procedures established 
by the Committee for purposes of the Plan.

n.  "Disinterested Person" shall mean a member of 
the Board who qualifies as a disinterested person as 
defined in Rule 16b-3(c)(2), as promulgated by the 
Commission under the Exchange Act, or any successor 
definition adopted by the Commission.

o.  "Early Retirement" means retirement from 
active employment with the Company, a subsidiary or 
Affiliate pursuant to the early retirement provisions 
of the applicable pension plan of such employer.

p.  "Exchange Act" means the Securities Exchange 
Act of 1934, as amended from time to time, and any 
successor thereto.

	q.	"Fair Market Value" means, except as provided 
in Sections 5(j) and 6(b)(ii)(2), as of any given date, 
the mean between the highest and lowest reported sales 
prices of the Common Stock on the New York Stock 
Exchange Composite Tape or, if not listed on such 
exchange, on any other national securities exchange on 
which the Common Stock is listed or on NASDAQ.  If 
there is no regular public trading market for such 
Common Stock, the Fair Market Value of the Common Stock 
shall be determined by the Committee in good faith.

r.  "Incentive Stock Option" means one or more 
options to purchase common stock which, at the time 
such options are granted under this Plan or any other 
such plan of the Company, qualify as incentive stock 
options under Section 422 A of the Code.

s.  "Nonqualified Stock Option" means any Stock 
Option that is not an Incentive Stock Option.

t.  "Normal Retirement" means retirement from 
active employment with the Company, a subsidiary or 
Affiliate at or after age 65.

u.  "Performance Goals" means the performance 
goals established by the Committee with respect to the 
grant of Restricted Stock or Performance Units that are 
based on the attainment of specified levels of earnings 
per share from continuing operations, operating income, 
sales, return on operating assets, return on equity, 
shareholder return (measured in terms of stock price 
appreciation) and/or total shareholder return (measured 
in terms of stock price appreciation and/or dividend 
growth), composite corporate market share (as measured 
by Information Resources, Inc., or if no longer 
computed by that firm, then as measured by the points 
of sale to consumers), net free cash flow (which, for 
any given period, shall mean the sum of the following 
amounts relating to such period: (i) net reductions in 
debt, (ii) treasury stock purchases, (iii) dividends 
paid, (iv) capital expenditures, net of proceeds from 
retirements, and (v) net cash paid for acquisitions, 
less cash received for divestitures), or stock price of 
the Company or such subsidiary, division or department 
of the Company for or within which the participant is 
primarily employed and that are intended to qualify 
under Section 162(m)(4)(c) of the Code.  Such 
Performance Goals shall be set by the Committee within 
the time period prescribed by Section 162(m) of the 
Code and related regulations.

v.  "Performance Units" means an award made 
pursuant to Section 8.

w.  "Plan" means the Antares Resources 
Corporation 1994 Stock Incentive Plan, as set forth 
herein and as hereinafter amended from time to time.

x.  "Restricted Stock" means an award granted 
under Section 7.

y.  "Retirement"  means Normal or Early 
Retirement.

z.  "Rule 16b-3 means Rule 16b-3, as promulgated 
by the Commission under Section 16(b) of the Exchange 
Act, as amended from time to time.

aa.  "Stock Appreciation Right" means a right 
granted under Section 6.

bb.  "Stock Option" means an option granted under 
Section 5.

cc.  "Termination of Employment" means the 
termination of the participant's employment with the 
Company and any subsidiary or Affiliate.  A participant 
employed by a subsidiary or an Affiliate shall also be 
deemed to incur a Termination of Employment if the 
subsidiary or Affiliate ceases to be such a subsidiary 
or an Affiliate, as the case may be, and the 
participant does not immediately thereafter become an 
employee of the Company or another subsidiary or 
Affiliate.

	In addition, certain other terms used herein have 
definitions given to them in the first place in which 
they are used.

Section 2.  Administration.

	The Plan shall be administered by the Management 
Resources and Compensation Committee of the Board or 
such other committee of the Board, composed of not less 
than two Disinterested Persons, each of whom shall be 
appointed by and serve at the pleasure of the Board.  
If at any time no Committee shall be in office, the 
functions of the Committee specified in the Plan shall 
be exercised by the Board.

	The Committee shall have plenary authority to 
grant Awards pursuant to the terms of the Plan to 
officers and employees of the Company and its 
subsidiaries and Affiliates.

	Among other things, the Committee shall have the 
authority, subject to the terms of the Plan:

(a)  to select the officers and employees to whom 
Awards may from time to time be granted;

(b) 	to determine whether and to what extent 
Incentive Stock Options, Nonqualified Stock Options, 
Stock Appreciation Rights, Restricted Stock and 
Performance Units or any combination thereof are to be 
granted hereunder;

(c)  to determine the number of shares of Common 
Stock to be covered by each Award granted hereunder;

(d)  to determine the terms and conditions of any 
Award granted hereunder (including, but not limited to, 
the option price (subject to Section 5(a)), any vesting 
condition, restriction or limitation (which may be 
related to the performance of the participant, the 
Company or any subsidiary or Affiliate) and any vesting 
acceleration or forfeiture waiver regarding any Award 
and the shares of Common Stock relating thereto, based 
on such factors as the Committee shall determine;

(e)  to modify, amend or adjust the terms and 
conditions of any Award, at any time or from time to 
time, including but not limited to Performance Goals; 
provided, however, that the Committee may not adjust 
upwards the amount payable to a designated Covered 
Employee with respect to a particular award upon the 
satisfaction of applicable Performance Goals;

(f)  to determine to what extent and under what 
circumstances Common Stock and other amounts payable 
with respect to an Award shall be deferred; and

(g)  to determine under what circumstances an 
Award may be settled in cash or Common Stock under 
Sections 5(j) and 8(b)(i).

	The Committee shall have the authority to adopt, 
alter and repeal such administrative rules, guidelines 
and practices governing the Plan as it shall from time 
to time deem advisable, to interpret the terms and 
provisions of the Plan and any Award issued under the 
Plan (and any agreement relating thereto) and to 
otherwise supervise the administration of the Plan.

	The Committee may act only by a majority of its 
members then in office, except that the members thereof 
may (i) delegate to an officer of the Company the 
authority to make decisions pursuant to paragraphs (c), 
(f), (g), (h) and (i) of Section 5 (provided that no 
such delegation may be made that would cause Awards or 
other transactions under the Plan to cease to be exempt 
from Section 16(b) of the Exchange Act) and (ii) 
authorize any one or more of their number or any 
officer of the Company to execute and deliver documents 
on behalf of the Committee.

Any determination made by the Committee or 
pursuant to delegated authority pursuant to the 
provisions of the Plan with respect to any Award shall 
be made in the sole discretion of the Committee or such 
delegate at the time of the grant of the Award or 
unless in contravention of any appropriately delegated 
officer pursuant to the provisions of the Plan shall be 
final and binding on all persons, including the Company 
and Plan participants.

Section 3.  Common Stock Subject to Plan.

The total number of shares of Common Stock 
reserved and available for grant under the Plan shall 
be 10,000,000 post split.  No participant may be 
granted Awards covering in excess of 2,500,000 shares 
of Common Stock over the life of the Plan.  Shares 
subject to an Award under the Plan may be authorized 
and unissued shares or may be treasury shares.

Subject to Section 7(c)(iv), if any shares of 
Restricted Stock are forfeited for which the 
participant did not receive any benefits of ownership 
(as such phrase is construed by the Commission or its 
Staff), or if any Stock Option (and related Stock 
Appreciation Right, if any) terminates without being 
exercised, or if any Stock Appreciation Right is 
exercised for cash, or if any Performance Unit is 
settled in cash, shares subject to such Awards shall 
again be available for distribution in connection with 
Awards under the Plan.

In the event of any change in corporate capitalization, 
such as a stock split, or a corporate transaction, such 
as any merger, consolidation, separation, including a 
spin-off, or other distribution of stock or property of 
the Company, any reorganization (whether or not such 
reorganization comes within the definition of such term 
in Section 368 of the Code) or any partial or complete 
liquidation of the Company, the Committee or Board may 
make such substitution or adjustments in the aggregate 
number and kind of shares reserved for issuance under 
the Plan, in the number, kind and option price of 
shares subject to outstanding Stock Options granted 
under the Plan and/or such other equitable substitution 
or adjustments as it may determine to be appropriate in 
its sole discretion; provided, however, that the number 
of shares subject to any Award shall always be a whole 
number.  Such adjusted option price shall also be used 
to determine the amount payable by the Company upon the 
exercise of any Stock Appreciation Right associated 
with any Stock Option.

Section 4.  Eligibility.

Officers and employees of the Company, Consultants, 
Advisors, Agents, its subsidiaries, Affiliates and 
others who are responsible for or contribute to the 
management, the companys growth, profitability and well 
being of the business of the Company, its subsidiaries 
and Affiliates are eligible to be granted Awards under 
the Plan.  

Section 5. Stock Options.

Stock Options may be granted alone or in addition to 
other Awards granted under the Plan and may be of two 
types:  Incentive Stock Options and Nonqualified Stock 
Options.  Any Stock Option granted under the Plan shall 
be in such form as the Committee may from time to time 
approve.

The Committee shall have the authority to grant any 
optionee Incentive Stock Options, Nonqualified Stock 
Options or both types of Stock Options (in each case 
with or without Stock Appreciation Rights); provided, 
however, that grants hereunder are subject to the 
aggregate limit on grants to individual participants 
set forth in Section 3.  Incentive Stock Options may be 
granted only to employees of the Company and its 
subsidiaries (within the meaning of Section 424(f) of 
the Code).  The extent that any Stock Option is not 
designated as an Incentive Stock Option or even if so 
designated does not qualify as an Incentive Stock 
Option, it shall constitute a Nonqualified Stock 
Option.

	Stock Options shall be evidenced by option 
agreements, the terms and provisions of which may 
differ.  An option agreement shall indicate on its face 
whether it is intended to be an agreement for an 
Incentive Stock Option or a Nonqualified Stock Option. 
 The grant of a Stock Option shall occur on the date 
the Committee by resolution selects an individual to be 
a participant in any grant of stock option, determines 
the number of shares of Common Stock to be subject to 
such Stock Option to be granted to such individual and 
specifies the terms and provisions of the Stock Option. 
 The Company shall notify a participant of any grant of 
Stock Option, and a written option agreement or 
agreements shall be duly executed and delivered by the 
Company to the participant.  Such agreement or 
agreements shall become effective upon execution by the 
Company and the participant.

Anything in the Plan to the contrary notwithstanding, 
no term of the Plan relating to Incentive Stock Options 
shall be interpreted, amended or altered nor shall any 
discretion or authority granted under the Plan be 
exercised so as to disqualify the Plan under Section 
422 of the Code or, without the consent of the optionee 
affected, to disqualify any Incentive Stock Option 
under such Section 422.

Stock Options granted under the Plan shall be subject 
to the following terms and conditions and shall contain 
such additional terms and conditions as the Committee 
shall deem desirable:

(a)  Option Price.  The option price per share of 
Common Stock purchasable under a Stock Option shall be 
determined by the Committee and set forth in the option 
agreement, and shall not be less than the Fair Market 
Value of the Common Stock subject to the Stock Option 
on the date of grant.

(b)  Option Term.  The term of each Stock Option 
shall be fixed by the Committee, but no Incentive Stock 
Option shall be exercisable more than 10 years after 
the date of the Stock Option is granted.

(c)  Exercisability.  Except as otherwise provided 
herein, Stock Options shall be exercisable at such time 
or times and subject to such terms and conditions as 
shall be determined by the Committee.  If the Committee 
provides that any Stock Option is exercisable only in 
installments, the Committee may at any time waive such 
installment exercise provisions, in whole or in part, 
based on such factors as the Committee may determine.  
In addition, the Committee may at any time accelerate 
the exercisability of any Stock Option.

(d)  Method of Exercise.  Subject to the 
provisions of this Section 5, Stock Options may be 
exercised, in whole or in part, at any time during the 
option term by giving written notice of exercise to the 
Company specifying the number of shares of Common Stock 
subject to the Stock Option to be purchased.

Such notice shall be accompanied by payment in 
full of the purchase price by certified or bank check 
or such other instrument as the Company may accept.  If 
approved by the Committee, payment in full or in part 
may also be made in the form of unrestricted Common 
Stock already owned by the optionee of the same class 
as the Common Stock subject to the Stock Option and, in 
the case of the exercise of a Nonqualified Stock 
Option, Restricted Stock subject to an Award hereunder 
which is of the same class as the Common Stock subject 
to the Stock Option (based, in each case, on the Fair 
Market Value of the Common Stock on the date the Stock 
Option is exercised);  provided, however, that, in the 
case of an Incentive Stock Option, the right to make a 
payment in the form of already owned shares of Common 
Stock of the same class as the Common Stock subject to 
the Stock Option may be authorized only at the time the 
Stock Option is granted.

If payment of the option exercise price of a 
nonqualified Stock Option is made in whole or in part 
in the form of Restricted Stock, the number of shares 
of Common Stock to be received upon such exercise equal 
to the number of shares of Restricted Stock used for 
payment of the option exercise price shall be subject 
to the same forfeiture restrictions or deferral 
limitations to which such Restricted Stock was subject, 
unless otherwise determined by the Committee.

In the discretion of the Committee, payment for any 
shares subject to a Stock Option may also be made be 
delivering a properly executed exercise notice to the 
Company, together with a copy of irrevocable 
instructions  to a broker to deliver promptly to the 
Company the amount of sale or loan proceeds to pay the 
purchase price, and, if requested the amount of any 
Federal, state, local or foreign withholding taxes.  To 
facilitate the foregoing, the Company may enter into 
agreements for coordinated procedures with one or more 
brokerage firms.

No shares of Common Stock shall be issued until full 
payment therefor has been made.  Subject to any 
forfeiture restrictions or deferral limitations that 
may apply if a Stock Option is exercised using 
Restricted Stock, an optionee shall have all of the 
rights of a shareholder of the Company holding the 
class or series of Common Stock that is subject to such 
Stock Option (including, if applicable, the right to 
vote the shares and the right to receive dividends), 
when the optionee has given written notice of exercise, 
has paid in full for such shares and, if requested, has 
given the representation described in Section 13(a).

(e)  Nontransferability of Stock Option.  No Stock 

Option shall be transferable by the optionee other than 
(i)  by will or by the laws of descent and distribution 
(ii)  or (ii) in the case of a Nonqualified Stock 
Option, pursuant to (a) a qualified domestic relations 
order (as defined in the Code or Title I of the 
Employee Retirement Income Security Act of 1974, as 
amended, or the rules thereunder), or (b) a gift to 
such optionee's children, whether directly or 
indirectly or by means of a trust or partnership or 
otherwise, if expressly permitted under the applicable 
option agreement.  All Stock Options shall be 
exercisable, during the optionee's lifetime, only by 
the optionee or by the guardian or legal representative 
of the optionee or, in the case of a Nonqualified Stock 
Option, its alternative payee pursuant to such 
qualified domestic relations order, it being understood 
that the terms "holder" and "optionee" include the 
guardian and legal representative of the optionee named 
in the option agreement and any person to whom an 
option is transferred by will or the laws of descent 
and distribution or, in the case of a Nonqualified 
Stock Option, pursuant to a qualified domestic 
relations order or a gift permitted under the 
applicable option agreement.

(f)  Termination by Death.  Unless otherwise
determined by the Committee, if an optionee's 
employment terminates by reason of death, any Stock 
Option held by such optionee may thereafter be 
exercise, to the extent then exercisable, or on such 
accelerated basis as the Committee may determine,  for 
a period of one year (or such other period as the 
Committee may specify in the option agreement)  from 
the date of such death or until the expiration of the 
stated term of such Stock Option, whichever period is 
the shorter.

(g)  Termination by Reason of Disability.  Unless 
otherwise determined by the Committee, if any 
optionee's employment terminates by reason of 
Disability, any Stock Option held by such optionee may 
thereafter be exercised by the optionee, to the extent 
it was exercisable at the time of termination, or on 
such accelerated basis as the Committee may determine, 
for a period of three years (or such shorter period as 
the Committee may specify in the option agreement) from 
the date of such termination of employment or until the 
expiration of the stated term of such Stock Option, 
whichever period is the shorter; provided, however, 
that if the optionee dies within such three-year period 
(or such shorter period), any unexercised Stock Option 
held by such optionee shall notwithstanding the 
expiration of such three-year (or such shorter) period, 
continue to be exercisable to the extent to which it 
was exercisable at the time of death for a period of 12 
months from the date of such death or until the 
expiration of the stated term of such Stock Option, 
whichever period is the shorter.  In the event of 
termination of employment by reason of Disability, if 
an Incentive Stock Option is exercised after the 
expiration of the exercise periods that apply for 
purposes of Section 422 of the Code, such Stock Option 
will thereafter be treated as a Nonqualified Stock 
Option.

(h)  Termination by Reason of Retirement.  Unless 
otherwise determined by the Committee, if any 
optionee's employment terminates by reason of 
Retirement, any Stock Option held by such optionee may 
thereafter be exercised by the optionee, to the extent 
it was exercisable at the time of such Retirement, or 
on such accelerated basis as the Committee may 
determine, for a period of three years (or such shorter 
period as the Committee may specify in the option 
agreement) from the date of such termination of 
employment or until the expiration of the stated term 
of such Stock Option, whichever period is the shorter; 
provided, however, that if the optionee dies within 
such three-year (or such shorter) period any 
unexercised Stock Option held by such optionee shall, 
notwithstanding the expiration of such three-year (or 
such shorter) period, continue to be exercisable to the 
extent to which it was exercisable at the time of death 
for a period of 12 months from the date of such death 
or until the expiration of the stated term of such 
Stock Option, whichever period is the shorter.  In the 
event of termination of employment by reason of 
Retirement, if any Incentive Stock Option is exercised 
after the expiration of the exercise periods that apply 
for purpose of Section 422 of the Code, such Stock 
Option will thereafter be treated as a Nonqualified 
Stock Option.

(i)  Other Termination.  Unless otherwise 
determined by the Committee, if an optionee incurs a 
Termination of Employment for any reason other than 
death, Disability or Retirement, any Stock Option held 
by such optionee shall thereupon terminate, except that 
such Stock Option, to the extent then exercisable, or 
on such accelerated basis as the Committee may 
determine, may be exercised for the lesser of three 
months from the date of such Termination of Employment 
or the balance of such Stock Option's term if such 
Termination of Employment of the optionee is 
involuntary and without Cause; provided, however, that 
if the optionee dies within such three-month period, 
any unexercised Stock Option held by such optionee 
shall, notwithstanding the expiration of such three-
month period, any unexercised Stock Option held by such 
optionee shall, notwithstanding the expiration of such 
three-month period, continue to be exercisable to the 
extent to which it was exercisable at the time of death 
for a period of 12 months from the date of such death 
or until the expiration of the stated term of such 
Stock Option, whichever period is the shorter.  
Notwithstanding the foregoing, if an optionee incurs a 
Termination of Employment at or after a Change in 
Control (as defined Section 9(b)), other than by reason 
of death, Disability or Retirement, any Stock Option 
held by such optionee shall be exercisable of the 
lesser of (1) six months and one day from the date of 
such Termination of Employment, and (2) the balance of 
such Stock Option's term.  In the event of Termination 
of Employment, if an Incentive Stock Option is 
exercised after the expiration of the exercise periods 
that apply for purposes of Section 422 of the Code, 
such Stock Option will thereafter be treated as a 
Nonqualified Stock Option.  Unless otherwise determined 
by the Committee, for the purposes of the Plan "Cause" 
shall mean (1) the conviction of the optionee for 
committing a felony under Federal law or the law of the 
state in which such action occurred, (2) dishonesty in 
the course of fulfilling the optionee's employment 
duties or (3) willful and deliberate failure on the 
part of the optionee to perform his employment duties 
in any material respect.

(j)  Cashing Out of Stock Option.  On receipt of 
written notice of exercise, the Committee may elect to 
cash out all or part of the portion of the shares of 
Common Stock for which a Stock Option is being 
exercised by paying the optionee an amount, in cash or 
Common Stock, equal to the excess of the Fair Market 
Value of the Common Stock over the option price times 
the number of shares of Common Stock for which the 
Option is being exercised on the effective date of such 
cash out.

Cash outs pursuant to this Section 5(j) relating to 
Options held by optionees who are actually or 
potentially subject to Section 16(b) of the Exchange 
Act shall comply with the "window period" provisions of 
Rule 16b-3, to the extent applicable, and, in the case 
of cash outs of Nonqualified Stock Options held by such 
optionees, the Committee may determine Fair Market 
Value under the pricing rule set forth in Section 
6(b)(ii)(2).

(k)  Change in Control Cash Out.  Notwithstanding 
any other provision of the plan, during the 60-day 
period from and after a Change in Control (the 
"Exercise Period"), unless the Committee shall 
determine otherwise at the time of grant, an optionee 
shall have the right, whether or not the Stock Option 
is fully exercisable  and in lieu of the payment of the 
exercise price for the shares of Common Stock being 
purchased under the Stock Option and by  giving notice 
to the Company, to elect (within the Exercise Period) 
to surrender all or part of the Stock Option to the 
Company and to receive cash, within 30 days of such 
notice, in an amount equal to the amount by which the 
Change in Control Price per share of Common Stock on 
the date of such election shall exceed the exercise 
price per share of Common stock under the Stock Option 
(the "Spread")  multiplied by the number of shares of 
Common Stock granted under the Stock Option as to which 
the right granted under the Section 5(k) shall have 
been exercised; provided, however, that if the Change 
in Control is within six months of the date of grant of 
a particular Stock Option held by an optionee who is an 
officer or director of the Company and is subject to 
Section 16(b) of the Exchange Act no such election 
shall be made by such optionee with respect to such 
Stock Option prior to six months from the date of 
grant.  However, if the end of such 60-day period from 
and after a Change in Control is within six months of 
the date of grant of a Stock Option held by an optionee 
who is an officer or director of the Company and is 
subject to Section 16(b) of the Exchange Act, such 
Stock Option shall be canceled in exchange for a cash 
payment to the optionee, effected on the day which is 
six months and one day after the date of grant of such 
Option, equal to the Spread multiplied by the number of 
shares of Common Stock granted under the Stock Option.

Section 6.  Stock Appreciation Rights.

(a)  Grant and Exercise.  Stock Appreciation 

Rights may be granted in conjunction with all or part 
of any Stock Option granted under the plan.  In the 
case of a Nonqualified Stock Option, such rights may be 
granted either at or after the time of grant of such 
Stock Option.  In the case of an Incentive Stock 
Option, such rights may be granted only at the time of 
grant of such Stock Option.  A Stock Appreciation Right 
shall terminate and no longer be exercisable upon the 
termination or exercise of the related Stock Option.

	A Stock Appreciation Right may be exercised by an 
optionee in accordance with Section 6(b) by 
surrendering the applicable portion of the related 
Stock Option in accordance with procedures established 
by the Committee.  Upon such exercise and surrender, 
the optionee shall be entitled to receive an amount 
determined in the manner prescribed in Section 6(b).  
Stock Options which have been so surrendered shall no 
longer be exercisable to the extent the related Stock 
Appreciation Rights have been exercised.

(b)  Terms and Conditions.  Stock Appreciation 
Rights shall be subject to such terms and conditions as 
shall be determined by the Committee, including the 
following:

(i)  Stock Appreciation Rights shall be 
exercisable only at such time or times and to the 
extent that the Stock Options to which they relate are 
exercisable in accordance with the provisions of 
Section 5 and this Section; provided, however, that a 
Stock Appreciation Right shall not be exercisable 
during the first six months of its term by an optionee 
who is actually or potentially subject to Section 16(b) 
of the Exchange Act, except that this limitation shall 
not apply in the event of death or Disability of the 
optionee prior to the expiration of the six-month 
period.

(ii)  Upon the exercise of a Stock 
Appreciation Right, an optionee shall be entitled to 
receive an amount in cash, shares of Common Stock or 
both equal in value to the excess of the Fair Market 
Value of one share of Common Stock over the option 
price per share specified in the related Stock Option 
multiplied by the number of shares in respect of which 
the Stock Appreciation Right shall have been exercised, 
with the Committee having the right to determine the 
form of payment.

	In the case of Stock Appreciation Rights relating 
to Stock Options held by optionees who are actually or 
potentially subject to Section 16(b) of the Exchange 
Act, the Committee:

(1)  may require that such Stock 
Appreciation Rights be exercised for cash only in 
accordance with the applicable "window period" 
provisions of Rule 16b-3; and

			(2)	in the case of Stock Appreciation 
Rights relating to Nonqualified Stock Options, may 
provide that the amount to be paid in cash upon 
exercise of such Stock Appreciation Rights during a 
Rule 16b-3 "window period" shall be based on the 
highest of the daily means between the highest and 
lowest reported sales prices of the Common Stock on the 
New York Stock Exchange or other national securities 
exchange on which the shares are listed or on NASDAQ, 
as applicable, on any day during such "window period".

(iii)  Stock Appreciation Rights shall be 
transferable on to permitted transferees of the 
underlying Stock Option in accordance with Section 
5(e).

(iv)  Upon the exercise of a Stock 
Appreciation Right, the Stock Option or part thereof to 
which such Stock Appreciation Right is related shall be 
deemed to  have been exercised for the purpose of the 
limitation set forth in Section 3 on the number of 
shares of Common Stock to be issued under the Plan, but 
only to the extent of the number of shares covered by 
the Stock Appreciation Right at the time of exercise 
based on the value of the Stock Appreciation Right at 
such time.

Section 7. Restricted Stock.

(a)  Administration.  Shares of Restricted Stock 
may be awarded either alone or in addition to other 
Awards granted under the Plan.  The Committee shall 
determine the officers and employees to whom and the 
time to times at which grants of Restricted Stock will 
be awarded, the number of shares to be awarded to any 
participant (subject to the aggregate limit on grants 
to individual participants set forth in Section 3), the 
conditions for vesting, the time or times within which 
such Awards may be subject to forfeiture and any other 
terms and conditions of the Awards, in addition to 
those contained in Section 7(c).  

	The Committee shall in the case of Restricted 
Stock with respect to which a participant is a Covered 
Employee, and may, in the case of Restricted Stock 
granted to participants not designated as Covered 
Employees with respect to such grant, prior to grant 
condition the vesting of Restricted Stock upon the 
attainment of the applicable Performance Goals.  The 
Committee may, in addition to requiring satisfaction of 
the applicable Performance Goals, also condition 
vesting upon the continued service of the participant. 
 The provision of Restricted Stock Awards (including 
the applicable Performance Goals) need not be the same 
with respect to each recipient.

	(b)	Awards and Certificates.  Shares of 
Restricted Stock shall be evidenced in such manner as 
the Committee may deem appropriate, including book-
entry registration or issuance of one or more stock 
certificates.  Any certificate issued in respect of 
shares of Restricted Stock shall be registered in the 
name of such participant and shall bear an appropriate 
legend referring to the terms, conditions, and 
restrictions applicable to such Award, substantially in 
the following form:

"The transferability of this certificate and the 
shares of stock represented hereby are subject to the
terms and conditions (including forfeiture) of the
Antares Resources Corporation 1994 Stock Incentive Plan 
and a Restricted Stock Agreement.  Copies of such Plan 
and Agreement are on file at the offices of Antares 
Resources Corporation, 350 Northern Boulevard, Suite 
326, Great Neck, New York 11021."

	The Committee may require that the certificates 
evidencing such shares be held in custody by the 
Company until the restrictions thereon shall have 
lapsed and that, as a condition of any Award of 
Restricted Stock, the participant shall have delivered 
a stock power, endorsed in blank, relating to the 
Common Stock covered by such Award.

(c)  Terms and Conditions.  Shares of Restricted 
Stock shall be subject to the following terms and conditions:

(i)  Subject to the provisions of the Plan 
(including Section 5(d)) and the Restricted Stock 
Agreement referred to in Section 7(c)(vi), during the 
period, if any, set by the Committee, commencing with 
the date of such Award for which such participant's 
continued service is required (the "Restriction 
Period"), and until the later of (i) the expiration of 
the Restriction Period and (ii) the date the applicable 
Performance Goals (if any) are satisfied, the 
participant shall not be permitted to sell, assign, 
transfer, pledge or otherwise encumber shares of 
Restricted Stock.  Within these limits, the Committee 
may provide for the lapse of restrictions based upon 
period of service in installments or otherwise and may 
accelerate or waive, in whole or in part, restrictions 
based upon period of service or upon performance; 
provided, however, that in the case of Restricted Stock 
with respect to which a participant is a Covered 
Employee, the applicable Performance Goals have been 
satisfied.

(ii)  Except as provided in this paragraph 
(iii)  and Section 7(c)(i) and the Restricted Stock 
Agreement, the participant shall have, with respect
to the shares of Restricted Stock, all of the rights of 
a shareholder of the Company holding the class or 
series of Common Stock that is the subject of the 
Restricted Stock, including, if applicable, the right 
to vote the shares and the right to receive any cash 
dividends.  If so determined by the Committee in the 
applicable Restricted Stock Agreement and subject to 
Section 13(f) of the Plan, (1) cash dividends on the 
class or series of Common Stock that is the subject of 
the Restricted Stock Award shall be automatically 
deferred and reinvested in additional Restricted Stock, 
held subject to the vesting of the underlying 
Restricted Stock, or held subject to meeting 
Performance Goals applicable only to dividends, and (2) 
dividends payable in Common Stock shall be paid in the 
form of Restricted Stock of the same class as the 
Common Stock with which such dividend was paid, held 
subject to the vesting of the underlying restricted 
Stock, or held subject to meeting Performance Goals 
applicable only to dividends.

(iii)  Except to the extent otherwise 
provided in the applicable Restricted Stock Agreement 
and Sections 7(c)(i), 7(c)(iv) and 9(a)(ii), upon a 
participant's Termination of Employment for any reason 
during the Restriction Period or before the applicable 
Performance Goals are satisfied, all shares still 
subject to restriction shall be forfeited by the 
participant.

(iv)  Except to the extent otherwise provided 
in Section 9(a)(ii), in the event that a participant 
retires or such participant's employment is 
involuntarily terminated (other than for Cause), the 
Committee shall have the discretion to waive in whole 
or in part any or all remaining restrictions (other 
than, in the case of Restricted Stock with respect to 
which a participant is a Covered Employee, satisfaction 
of the applicable Performance Goals unless the 
participant's employment is terminated by reason of 
death or Disability) with respect to any or all of such 
participant's shares of Restricted Stock.

(v)  If and when the applicable Performance 
Goals are satisfied and the Restriction Period expires 
without a prior forfeiture of the Restricted Stock, 
unlegended certificates for such shares shall be 
delivered to the participant upon surrender of the 
legended certificates.

(vi)  Each Award shall be confirmed by, and be 
subject to the terms of, a Restricted Stock Agreement.

Section 8. Performance Units.

(a)  Administration.  Performance Units may be 
awarded either alone or in addition to other Awards 
granted under the Plan.  The Committee shall determine 
the officers and employees to whom and the time or 
times at which Performance Units shall be awarded, the 
number of Performance Units to be awarded to any 
participant (subject to the aggregate limit on grants 
to individual participants set forth in Section 3), the 
duration of the Award Cycle and any other terms and 
conditions of the Award, in addition to those contained 
in Section 8(b).

	The Committee shall condition the settlement of 
Performance Units upon the attainment of the applicable 
Performance Goals.  The provisions of such Awards 
(including the applicable Performance Goals) need not 
be the same with respect to each recipient.

(b)  Terms and Conditions.  Performance Unit 
Awards shall be subject to the following terms and 
conditions:

(i)  Subject to the provisions of the Plan 
and the Performance Unit Agreement referred to in 
Section 8(b)(vi), Performance Units may not be sold, 
assigned, transferred, pledged or otherwise encumbered 
during the Award Cycle.  At the expiration of the Award 
Cycle the Committee shall evaluate the Company's 
performance in light of the Performance Goals for such 
Award and shall determine the number of Performance 
Units granted to the participant which have been earned 
and the Committee may then elect to deliver (1) a 
number of shares of Common Stock equal to the number of 
Performance Units determined by the Committee to have 
been earned or (2) cash equal to the Fair Market Value 
of such number of shares of Common Stock to the 
participant.

(ii)  Except to the extent otherwise provided 
in the applicable Performance Unit Agreement and 
Sections 8(b)(iii) and 9(a)(iii), upon a participant's 
Termination of Employment for any reason during the 
Award Cycle or before the applicable Performance Goals 
are satisfied, the rights to the shares still covered 
by the Performance Units Award shall be forfeited by 
the participant.

(iii)  Except to the extent otherwise 
provided in Section 9(a)(iii), in the event that a 
participant's employment is involuntarily terminated 
(other than for Cause), the Committee shall have the 
discretion to waive in whole or in part any or all 
remaining payment limitations (other than, in the case 
of Performance Units with respect to which a 
participant is a Covered Employee, satisfaction of the 
applicable Performance Goals unless the participant's 
employment is terminated by reason of death or 
Disability) with respect to any or all of such 
participant's Performance Units.

(iv)  A participant may elect to further defer 
receipt of the Performance Units payable under an Award 
(or an installment of an Award) for a specified period 
or until a specified event, subject in each case to the 
Committee's approval and to such terms as are 
determined by the Committee (the "Elective Deferral 
Period").  Subject to any exceptions adopted by the 
Committee, such election must generally be made prior 
to the commencement of the Award Cycle of the Award (or 
for such installment of an Award).

(v)  If and when the applicable Performance 
Goals are satisfied and the Elective Deferral Period 
expires without a prior forfeiture of the Performance 
Units, payment in accordance with Section 8(b)(i) 
hereof shall be made to the participant.

(vi)  Each award shall be confirmed by, and be 
subject to the terms of, a Performance Unit Agreement.

Section 9. Change in Control Provisions.

(a)  Impact of Event.  Notwithstanding any other 
provision of the Plan to the contrary, in the event of 
a Change in Control:

(i)  Any Stock Options and Stock Appreciation 
Rights outstanding as of the date such Change in 
Control is determined to have occurred and not then 
exercisable and vested shall become fully exercisable 
and vested to the full extent of the original grant; 
provided, however, that, in the case of the holder of 
Stock Appreciation Rights who is actually subject to 
Section 16(b) of the Exchange Act, such Stock 
Appreciation Rights shall have been outstanding for at 
least six months at the date such Change in Control is 
determined to have occurred.

(ii)  The restrictions and deferral 
limitations applicable to any Restricted Stock shall 
lapse, and such Restricted Stock shall become free of 
all restrictions and become fully vested and 
transferable to the full extent of the original grant.

(iii)  All Performance Units shall be 
considered to be earned and payable in full and any 
deferral or other restriction shall lapse and such 
Performance Units shall be settled in cash as promptly 
as is practicable.

(b)  Definition of Change in Control.  For 
purposes of the Plan, a "Change in Control" shall mean 
the happening of any of the following events:

(i)  An acquisition by any individual, entity 
or group (within the meaning of Section 13(d)(3) or 
14(d)(2) of the Exchange Act)(a "Person") of beneficial 
ownership (within the meaning of Rule 13d-3 promulgated 
under the Exchange Act) of 20% or more of either (1) 
the then outstanding shares of common stock of the 
Company (the "Outstanding Company Common Stock") or (2) 
the combined voting power of the then outstanding 
voting securities of the Company entitled to vote 
generally in the election of directors (the 
"Outstanding Company Voting Securities"); excluding, 
however, the following: (1) any acquisition directly 
from the Company, other than an acquisition by virtue
 of the exercise of a conversion privilege unless the
 security being so converted was itself acquired directly
 from the Company, (2) any acquisition by the Company, (3)
 any acquisition by any employee benefit plan (or related 
trust) sponsored or maintained by the Company or any corporation
 controlled by the Company or (4) any acquisition by any 
corporation pursuant to a transaction which complies with
 clauses (1), (2) and (3) of subsection (iii) of this Section 9(b); or

(ii)  A change in the composition of the Board 
such that the individuals who, as of the effective date 
of the Plan, constitute the Board (such Board shall be 
hereinafter referred to as the "Incumbent Board") cease 
for any reason to constitute at least a majority of the 
Board; provided, however, for purposes of this Section 
9(b), that any individual who becomes a member of the 
Board subsequent to the effective date of the Plan, 
whose election, or nomination for election by the 
Company's shareholders, was approved by a vote of at 
least a majority of those individuals who are members 
of the Board and who were also members of the Incumbent 
Board (or deemed to be such pursuant to this proviso) 
shall be considered as though such individual were a 
member of the Incumbent Board; but, provided further, 
that any such individual whose initial assumption of 
office occurs as a result of either an actual or 
threatened election contest (as such terms are used in 
Rule 14a-11 of Regulation 14A promulgated under the 
Exchange Act) or other actual or threatened 
solicitation of proxies or consents by or on behalf of 
a Person other than the Board shall not be so 
considered as a member of the Incumbent Board; or

(iii)  The approval by the shareholders of 
the Company of a reorganization, merger or 
consolidation or sale or other disposition of all or 
substantially all of the assets of the Company 
("Corporate Transaction") or, if consummation of such 
Corporate Transaction is subject, at the time of such 
approval by shareholders, to the consent of any 
government or governmental agency, the obtaining of 
such consent (either explicitly or implicitly by 
consummation); excluding, however, such a Corporate 
Transaction pursuant to which (1) all or substantially 
all of the individuals and entities who are the 
beneficial owners, respectively, of the Outstanding 
Company Common Stock and Outstanding Company Voting 
Securities immediately prior to such Corporate 
Transaction will beneficially own, directly or 
indirectly, more than 60% of, respectively, the 
outstanding shares of common stock, and the combined 
voting power of the then outstanding voting securities 
entitled to vote generally in the election of 
directors, as the case may be, of the corporation 
resulting from such Corporate Transaction (including, 
without limitation, a corporation which as a result of 
such transaction owns the Company or all or 
substantially all of the Company's assets either 
directly or through one or more subsidiaries) in 
substantially the same proportions as their ownerships, 
immediately prior to such Corporate Transaction, of the 
Outstanding Company Common Stock and Outstanding 
Company Voting Securities, as the case may be, (2) no 
Person (other than the Company, any employee benefit 
plan (or related trust) of the Company or such 
corporation resulting from such Corporate Transaction) 
will beneficially own, directly or indirectly, 20% or 
more of, respectively, the outstanding shares of common 
stock of the corporation resulting from such Corporate 
Transaction or the combined voting power of the 
outstanding voting securities of such corporation 
entitled to vote generally in the election of directors 
except to the extent that such ownership existed prior 
to the Corporate Transaction and (3) individuals who 
were members of the Incumbent Board will constitute at 
least a majority of the members of the board of 
directors of the corporation resulting from such 
Corporate Transaction; or

(iv)  The approval by the shareholders of the 
Company of a complete liquidation or dissolution of the 
Company.

(c)  Change in Control Price.  For purposes of the 
Plan, "Change in Control Price" means the higher of (i) 
the highest reported sales price, regular way, of a 
share of Common Stock in any transaction reported on 
the New York Stock Exchange Composite Tape or other 
national exchange on which such shares are listed or on 
NASDAQ during the 60-day period prior to and including 
the date of a Change in Control or (ii) if the Change 
in Control is the result of a tender or exchange offer 
or a Corporate Transaction, the highest price per share 
of Common Stock paid in such tender or exchange offer 
or Corporate Transaction; provided, however, that (x) 
in the case of a Stock Option which (A) is held by an 
optionee who is an officer or director of the Company 
and is subject to Section 16(b) of the Exchange Act and 
(B)  was granted within 240 days of the Change in 
Control, then the Change in Control Price for such 
Stock Option shall be the Fair Market Value of the 
Common Stock on the date such Stock Option is exercised 
or deemed exercised and (y) in the case of Incentive 
Stock Options and Stock Appreciation Rights relating to 
Incentive Stock Options, the Change in Control Price 
shall be in all cases the Fair Market Value of the 
Common Stock on the date such Incentive Stock Option or 
Stock Appreciation Right is exercised.  To the extent 
that the consideration paid in any such transaction 
described above consists all or in part of securities 
or other non-cash consideration, the value of such 
securities or other non-cash consideration shall be 
determined in the sole discretion of the Board.

Section 10. Loans

	The Company may make loans to a participant in 
connection with Awards subject to the following terms 
and conditions and such other terms and conditions not 
inconsistent with the Plan including the rate of 
interest, if any, as the Committee shall impose from 
time to time.

	No loan made under the Plan shall exceed the sum 
of (i) the aggregate price payable with respect to the 
Award in relation to which the loan is made, plus (ii) 
the amount of the reasonably estimated combined amounts 
of Federal and state income taxes payable by the 
participant.

	No loan shall have an initial term exceeding ten 
(10) years; provided that the loans under the Plan 

shall be renewable at the discretion of the Committee; and provided,
 further,  that the indebtedness under each loan shall become due and
 payable, as the case may be, on a date no later then (i) one year after 
Termination of Employment due to death, Retirement or 
Disability, or (ii) the day of Termination of 
Employment for any reason other than death, Retirement 
or Disability.

	Loans under the Plan may be satisfied by the 
participant, as determined by the Committee, in cash 
or, with the consent of the Committee, in whole or in 
part in the form of unrestricted Common Stock already 
owned by the participant where such Common Stock shall 
be valued at Fair Market Value on the date of such 
payment.

	When a loan shall have been made, Common Stock 
equivalent in value to the amount of the loan shall be 
pledged by the participant to the Company as security 
for payment of the unpaid balance of the loan.  Any 
portions of such Common Stock may, in the discretion of 
the Committee, be released from time to time as it 
deems not to be needed as security.

The making of any loan is subject to satisfying all applicable laws, 
as well as any regulations and rules of the Federal Reserve Board and
any other governmental agency having jurisdiction.

Section 11. Term, Amendment and Termination.

	The Plan will terminate 10 years after the 
effective date of the Plan.  Under the Plan, Awards 
outstanding as of such date shall not be affected or 
impaired by the termination of the Plan.

	The Board may amend, alter, or discontinue the 
Plan, but no amendment, alteration or discontinuation 
shall be made which would (i) impair the rights of an 
optionee under a Stock Option or a recipient of a Stock 
Appreciation Right, Restricted Stock Award or 
Performance Unit Award theretofore granted without the 
optionee's or recipient's consent, except such an 
amendment made to cause the Plan to qualify for the 
exemption provided by Rule 16b-3, or (ii) disqualify 
the Plan from the exemption provided by Rule 16b-3.  In 
addition, no such amendment shall be made without the 
approval of the Company's shareholders to the extent 
such approval is required by law or agreement.

	The Committee may amend the terms of any Stock 
Option or other Award theretofore granted, 
prospectively or retroactively, but no such amendment 
shall impair the rights of any holder without the 
holder's consent except such an amendment made to cause 
the Plan or Award to qualify for the exemption provided 
by Rule 16b-3.

Subject to the above provisions, the Board shall have 
authority to amend the Plan to take into account 
changes in law and tax and accounting rules, as well as 
other developments and to grant Awards which qualify 
for beneficial treatment under such rules without 
shareholder approval.

Section 12. Unfunded Status of Plan.

	It is presently intended that the Plan constitute 
an "unfunded" plan for incentive and deferred 
compensation.  The Committee may authorize the creation 
of trusts or other arrangements to meet the obligations 
created under the Plan to deliver Common Stock or make 
payments; provided, however, that, unless the Committee 
otherwise determines, the existence of such trusts or 
other arrangements is consistent with the "unfunded" 
status of the Plan.

Section 13. General Provisions.

(a)  The Committee may require each person 
purchasing or receiving shares pursuant to an Award to 
represent to and agree with the Company in writing that 
such person is acquiring the shares without a view to 
the distribution thereof.  The certificates for such 
shares may include any legend which the Committee deems 
appropriate to reflect any restrictions on transfer.

	Notwithstanding any other provision of the Plan or 
agreements made pursuant thereto, the Company shall not 
be required to issue or deliver any certificate or 
certificates for shares of Common Stock under the Plan 
prior to fulfillment of all of the following 
conditions:

(1)  The listing or approval for listing upon 
notice of issuance, of such shares on the New York 
Stock Exchange, Inc., or such other securities exchange 
as may at the time be the principal market for the 
Common Stock;

(2)  Any registration or other qualification 
of such shares of the Company under any state of 
Federal law or regulation, or the maintaining in effect 
of any such registration or other qualification which 
the Committee shall, in its absolute discretion upon 
the advice of counsel, deem necessary or advisable; and

(3)  The obtaining of any other consent, 
approval, or permit from any state or Federal 
governmental agency which the Committee shall, in its 
absolute discretion after receiving the advice of 
counsel, determined to be necessary or advisable.

(b)  Nothing contained in the Plan shall prevent 
the Company or any subsidiary or Affiliate from 
adopting other or additional compensation arrangements 
for its employees.

(c)  The adoption of the Plan shall not confer 
upon any employee any right to continued employment nor 
shall it interfere in any way with the right of the 
Company or any subsidiary or Affiliate to terminate the 
employment of any employee at any time.

(d)  No later than the date as of which an amount 
first becomes includible in the gross income of the 
participant for Federal income tax purposes with 
respect to any Award under the Plan, the participant 
shall pay to the Company, or make arrangements 
satisfactory to the Company regarding the payment of, 
any Federal, state, local or foreign taxes of any kind 
required by law to be withheld with respect to such 
amount.  Unless otherwise determined by the Company, 
withholding obligations may be settled with Common 
Stock, including Common Stock that is part of the Award 
that gives rise to the withholding requirement.  The 
obligations of the Company under the Plan shall be 
conditional on such payment or arrangements, and the 
Company and its Affiliates shall, to the extent 
permitted by law, have the right to deduct any such 
taxes from any payment otherwise due to the 
participant.  The Committee may establish such 
procedures as it deems appropriate, including the 
making of irrevocable elections, for the settlement of 
withholding obligations with Common Stock.

(e)  At the time of grant, the Committee may 
provide in connection with any grant made under the 
Plan that the shares of Common Stock received as a 
result of such grant shall be subject to a right of 
first refusal pursuant to which the participant shall 
be required to offer to the Company any shares that the 
participant wishes to sell at the then Fair Market 
Value of the Common Stock, subject to such other terms 
and conditions as the Committee may specify at the time 
of grant.

(f)  The reinvestment of dividends in additional 
Restricted Stock at the time of any dividend payment 
shall only be permissible if sufficient shares of 
Common Stock are available under Section 3 for such 
reinvestment (taking into account then outstanding 
Stock Options and other Awards).

(g)  The Committee shall establish such procedures 
as it deems appropriate for a participant to designate 
a beneficiary to whom any amounts payable in the event 
of the participant's death are to be paid or by whom 
any rights of the participant, after the participant's 
death, may be exercised.

(h)  In the case of a grant of an Award to any 
employee of a Company subsidiary, the Company may, if 
the Committee so directs, issue or transfer the shares 
of Common Stock, if any, covered by the Award to the 
subsidiary, for such lawful consideration as the 
Committee may specify, upon the condition or 
understanding that the subsidiary will transfer the 
shares of Common Stock to the employee in accordance 
with the terms of the Award specified by the Committee 
pursuant to the provisions of the Plan.

(i)  Notwithstanding the foregoing, if any right 
granted pursuant to this Plan would make a Change in 
Control transaction ineligible for pooling of interests 
accounts under APB No. 16 that but for the nature of 
such grant would otherwise be eligible for such 
accounting treatment, the Committee shall have the 
ability to substitute the cash payable pursuant to such 
grant with Common Stock having a Fair Market Value 
equal to the cash that would otherwise by payable 
hereunder.

(j)  The Plan and all Awards made and actions 
taken thereunder shall be governed by and construed in 
accordance with the laws of the State of New York, 
without reference to principles of conflict of laws.

Section 14.  Effective Date of Plan.

	The Plan shall be effective on the date specified 
by the Board at the time it is approved by the Board.

	ANTARES RESOURCES CORPORATION
	                               
	EXHIBITS 5 AND 24.1
                             

	OPINION OF ANDREW I. TELSEY, P.C.
	                               

April 29, 1996

Mr. William W. Perry III, President
Antares Resources Corporation
100 Quentin Roosevelt Boulevard, Suite 202
Garden City, New York 11530

Re:  Antares Resources Corporation

Dear Mr. Perry:

In connection with the 2,600,000 shares of Common 
Stock, par value $0.001 per share (the "Shares"), of 
Antares Resources Corporation (hereinafter called the 
"Company"), included in the Company's Stock Incentive 
Stock Plan (the "Plan"), adopted by the shareholders of 
the Company, which Shares are proposed to be registered 
on Form S-8 under the Securities Act of 1933, as 
amended, we have examined the following instruments and 
documents:

1.  Articles of Incorporation of the Company, 
as amended;

	2.	Bylaws of the Company, as amended to date;

3.  Copies of certain resolutions adopted by 
the Board of Directors and shareholders of the Company 
adopting the Plan and authorizing the reservation for 
issuance of up to 10,000,000 shares of the Company's 
Common Stock (the "Shares"), underlying the Plan and 
stock options to be issued pursuant to the Plan;

We have examined such other instruments, documents and 
records and made such further investigations as we have 
deemed necessary for the purposes of rendering the 
following opinion.

Based on the foregoing, it is our opinion that:

(i)  The Company is a corporation which has 
validly filed its Articles of Incorporation under the 
laws of the State of New York;

(ii)  The Plan and the Shares included in the 
Plan have been duly and validly authorized by all 
necessary action on the part of the Company; the Shares 
issuable pursuant to the Plan and upon exercise of the 
stock options authorized pursuant to the Plan have been 
duly and validly authorized and, upon payment therefor 
in accordance with the terms of such issuance and stock 
option(s), will be validly issued, fully paid and 
nonassessable by the Company;

	(iii)  The rights attendant to the Plan and the 
Shares reserved for issuance thereunder conform to the 
description thereof contained in the Prospectus;

(iv)  No authorization, approval, consent or 
license of any regulatory body or authority (other than 
under the Act and the securities or Blue Sky laws of 
the various states), is required for the valid 
authorization, issuance, sale and delivery of the stock 
options and Shares reserved for issuance thereunder, or 
if so required, all such authorizations, approvals, 
consents and licenses have been obtained and are in 
full force and effect;

(v)  The Registration Statement and the 
Prospectus (except for the financial statements and 
other financial data included therein, as to which such 
counsel need express no opinion), comply as to form in 
all material respects with the requirements of the Act 
and the Rules and Regulations thereunder;

(vi)  Such counsel have participated in the 
preparation of the Registration Statement and 
Prospectus and no facts have come to the attention of 
such counsel to lead them to believe that either the 
Registration Statement or the Prospectus (except for 
the financial statements and other financial data 
included therein, as to which such counsel need express 
no opinion), contained any untrue statement of a 
material fact required to be stated therein or 
necessary to make the statements therein not misleading;

(vii)  Such counsel does not know of any 
material statutes or regulations or legal or 
governmental proceedings required to be described in 
the Prospectus which are not correctly described in all 
material respects as required, nor of any material 
contracts or documents of a character required to be 
described in the Registration Statement or the 
Prospectus or to be filed as exhibits to the 
Registration Statement which are not described and 
filed as required.

We hereby consent to the use of this opinion in the 
said Registration Statement being filed with the 
Securities and Exchange Commission and further consent 
to the reference to this firm in the Prospectus.

Very truly yours,

ANDREW I. TELSEY, P.C.

	ANTARES RESOURCES CORPORATION
	                             

	EXHIBIT 24.2
	                             

	CONSENT OF HORTON & COMPANY
	                             

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the 
Registration Statement (Form S-8) pertaining to the 
Antares Resources Corporation Stock Incentive Plan,  of 
our report dated November 15, 1995, except for the last 
paragraph of  Note 14, as to which the date is December 
26, 1995, relating to the consolidated balance sheets 
of Antares Resources Corporation as of September 30, 
1995 and 1994 and the related consolidated statements 
of operations, stockholders' equity (deficit) and cash 
flows for the years then ended, which report is 
included in the Annual Report for the year ended 
September 30, 1995 ( Form 10-KSB) of Antares Resources 
Corporation. 

							HORTON & COMPANY, L.L.C.