<PAGE>                    EXHIBIT 10.23

                             METEOR INDUSTRIES, INC.                           
                           1997 INCENTIVE EQUITY PLAN

1. PURPOSE.  The purpose of this Plan is to attract and retain officers and
other key employees of and consultants to Meteor Industries, Inc. (the
"Corporation") and its Subsidiaries and to provide such persons with
incentives and rewards for superior performance.

2. DEFINITIONS.  As used in this Plan,

     "APPRECIATION RIGHT" means a right granted Pursuant to Section 5 of this
Plan, including a Free-standing Appreciation Right and a Tandem Appreciation
Right.

     "BASE PRICE" means the price to be used as the basis for determining the
Spread upon the exercise of a Free-standing Appreciation Right.

     "BOARD" means the Board of Directors of the Corporation.

     "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

     "COMMON SHARES" means (i) shares of the Common Stock, $.001 par value, of
the Corporation and (ii) any security into which Common Shares may be
converted by reason of any transaction or event of the type referred to in
Section 10 of this Plan.

     "DATE OF GRANT" means the date specified by the Board of Directors on
which a grant of Option Rights, Appreciation Rights, Performance Shares or
Performance Units or a grant or sale of Restricted Shares or Deferred Shares
shall become effective, which shall not be earlier than the date on which the
Board of Directors takes action with respect thereto.

     "DEFERRAL PERIOD" means the period of time during which Deferred Shares
are subject to deferral limitations under Section 7 of this Plan.

     "DEFERRED SHARES" means an award pursuant to Section 7 of this Plan of
the right to receive Common Shares at the end of a specified Deferral Period.

     "EFFECTIVE DATE" shall have the meaning set forth in Section 17.

   "FREE-STANDING APPRECIATION RIGHT" means an Appreciation Right granted
pursuant to Section 5 of this Plan that is not granted in tandem with an
Option Right or similar right.

     "INCENTIVE STOCK OPTION" means an Option Right that is intended to
qualify as an "incentive stock option" under Section 422 of the code or any
successor provision thereto.

    "MANAGEMENT OBJECTIVES" means the achievement of performance objectives
established pursuant to this Plan, which may be described in terms of
Corporation-wide objectives or objectives that are related to the performance
of the individual Participant, or the Subsidiary, division, department or
function within the corporation or Subsidiary in which the Participant is
employed or with respect to which the Participant provides consulting
services.  The Board of Directors may adjust Management Objectives and the
related minimum acceptable level of achievement if, in the sole judgment of
the Board of Directors, events or transactions have occurred after the Date of
Grant that are unrelated to the performance of the Participant and result in
distortion of the Management Objectives or the related minimum acceptable
level of achievement.

     "MARKET VALUE PER SHARE" means the fair market value of the Common Shares
as determined by the Board of Directors from time to time.

     "NONQUALIFIED OPTION" means an Option Right that is not intended to
qualify as an Incentive Stock Option.

    "OPTIONEE" means the person so designed in an agreement evidencing an
outstanding Option Right or the Successor of an Optionee, as the context so
requires.

    "OPTION PRICE" means the purchase price payable upon the exercise of an
Option Right.

     "PARTICIPANT" means a person who is selected by the Board of Directors to
receive benefits under this Plan and (i) is at the time an officer, including
without limitation an officer who may also be a member of the Board, or other
key employee of or a consultant to the Corporation or any Subsidiary or (ii)
has agreed to commence serving in any such capacity, or the Successor of a
Participant, as the context requires. 
 
     "PERFORMANCE PERIOD" means a bookkeeping entry that records the
equivalent of one Common Share awarded pursuant to Section 8 of this Plan.

     "PERFORMANCE UNIT" means a bookkeeping entry that records a unit
equivalent to $1.00 awarded pursuant to Section 8 of this Plan.

     "RELOAD OPTION RIGHTS" means additional Option Rights automatically
granted to an Optionee upon the exercise of Option Rights pursuant to Section
4(f) of this Plan.

     "RESTRICTED SHARES" means Common Shares granted or sold pursuant to
Section 6 of this Plan as to which neither the substantial risk of forfeiture
nor the restrictions on transfer referred to in Section 6 hereof has expired.

     "RULE 16b-3" means Rule 16b-3, as promulgated and amended from time to
time by the Securities and Exchange Commission under the Securities and
Exchange Act of 1934, as amended, or any successor rule to the same effect.

     "SPREAD" means, in the case of a Free-standing Appreciation Right, the
amount by which the Market Value per share on the date when the Appreciation
Right is exercised exceeds the Base price specified therein or, in the case of
Tandem Appreciation Right, the amount by which the Market Value per share on
the date when the Appreciation Right is exercised exceeds the Option Price
specified in the related Option Right.

     "SUBSIDIARY" means any corporation in which the Corporation owns or
controls directly or indirectly more than 50 percent of the total combined
voting power represented by all classes of stock issued by such corporation at
the time of the grant.

     "SUCCESSOR" of a Participant means the legal representative of the estate
of a deceased Participant or the person or persons who shall acquire the right
to exercise an award hereunder by bequest or inheritance or by reason of death
of the Participant.

     "TANDEM APPRECIATION RIGHT" means an Appreciation Right granted pursuant
to Section 5 of this Plan that is granted in tandem with an Option Right or
any similar right granted under any other plan of the Corporation.

3.  SHARES AND PERFORMANCE UNITS AVAILABLE UNDER THE PLAN.

  (a) Subject to adjustment as provided in Section 10 of this Plan, the number
of Common Shares issued or transferred, plus the number of Common shares
covered by outstanding awards granted under this Plan, shall not in the
aggregate exceed 750,000 Common Shares, which may be Common Shares of original
issuance of Common Shares held in treasury or a combination thereof.  For the
purposes of this Section 3(a):

     (i)   Upon payment in cash of the benefit provided by any award granted
under this Plan, any Common Shares that were covered by that award shall again
be available for issuance or transfer hereunder.

     (ii)   Common Shares covered by any award granted under this Plan shall
be deemed to have been issued or transferred, and shall cease to be available
for future issuance or transfer in respect of any other award granted
hereunder, at the earlier of the time when they are actual issued or
transferred or the time when dividends or dividend equivalents are paid
thereon; PROVIDED, HOWEVER, that  Restricted Shares shall be deemed to have
been issued or transferred at the earlier of the time when they cease to be
subject to a substantial risk of forfeiture or the time when dividends are
paid thereon.

  (b) The number of Performance Units that may be granted under this Plan
shall not in the aggregate exceed 200,000.  Performance Units that are granted
under this Plan, but are paid in Common Shares or are not earned by the
Participant at the end of the Performance Period, shall be available for
future grants of Performance Units hereunder.

4.  OPTION RIGHTS. The Board of Directors may from time to time authorize
grants to Participants of options to purchase Common Shares upon such terms
and conditions as the Board of Directors may determine in accordance with the
following provisions:

  (a) Each grant shall specify the number of Common Shares to which it
pertains; PROVIDED, HOWEVER, that no participant shall be granted Option
Rights for more than 100,000 Common Shares in any one fiscal year of the
Corporation, subject to adjustment as provided in Section 10 of this Plan.

  (b) Each grant shall specify an Option Price per Common Share, which may be
less than, equal to or greater than the Market Value per Share on the Date of
Grant; PROVIDED, HOWEVER, (i) the Option Price shall equal at east 75% of the
Market Value per Share on the Date of Grant, or (ii) the Option Price with
respect to each Incentive Stock Option shall not be less than 100% (or 110%,
in the case of an individual described in Section 422(b)(6) of the Code
(relating to certain 10% owners)) of the Market Value per Share on the Date of
Grant.

  (c) Each grant shall specify the form of consideration to be paid in
satisfaction of the Option Price and the manner of payment of such
consideration, which may include (i) cash in the form of currency or check or
other cash equivalents acceptable to the Board of Directors, (ii) subject to
Section 4(d), nonforfeitable, unrestricted Common Shares, which are already
owned by the Optionee and have a value at the time of exercise that is equal
to the Option Price, (iii) any other legal consideration that the Board of
Directors may deem appropriate, including without limitation any form of
consideration authorized under Section 4(d) below, on such basis as the Board
of Directors may determine in accordance with this Plan and (iv) any
combination of the foregoing.

  (d) On or after the Date of Grant of any Nonqualified Option, the Board of
Directors may determine that payment of the Option Price may also be made in
whole or in part in the form of Restricted Shares or other Common Shares that
are subject to risk of forfeiture or restrictions on transfer.  Unless
otherwise determined by the Board of Directors on or after the Date of Grant,
whenever any Option Price is paid in whole or in part by means of any of the
forms of consideration specified in this Section 4(d), the Common Shares
received by the Optionee upon the exercise of the Nonqualified Option shall be
subject to the same risks of forfeiture or restrictions on transfer as those
that applied to the consideration surrendered by the Optionee; PROVIDED,
HOWEVER, that such risks of forfeiture and restrictions on transfer shall
apply only to the same number of Common Shares received by the Optionee as
applied to the forfeitable or restricted Common Shares surrendered by the
Optionee.

  (e) Any grant may provide for deferred payment of the Option Price from the
proceeds of sale through a broker on the date of exercise of some or all of
the Common Shares to which the exercise relates.

  (f) On or after the Date of Grant of any Option Rights, the Board of
Directors may provide the automatic grant to the Optionee of Reload Option
Rights upon the exercise of Option Rights, including Reload Option Rights for
Common Shares or any other noncash consideration authorized under Sections
4(c) and (d) above.

  (g) Successive grants may be made to the same Participant regardless of
whether any Option Rights previously granted to the Participant remain
unexercised.

  (h) Each grant shall specify the conditions, including as and to the extent
determined by the Board of Directors, the period or periods of continuous
employment, or continuous engagement of the consulting services, of the
Optionee by the Corporation or any Subsidiary, or the achievement of
Management Objectives, that are necessary before the Option Rights or
installments thereof shall become exercisable, and any grant may provide for
the earlier exercise of the Option Rights, including, without limitation, in
the event of a change in control of the Corporation or other similar
transaction or event.

  (i) Option Rights granted  pursuant to this Section 4 may be Nonqualified
Options or Incentive Stock Options or combinations thereof, as set forth in
the award agreement.

  (j) On or after the Date of Grant of any Nonqualified Option, the Board of
Directors may provide for the payment to the Optionee of dividend equivalents
thereon in cash or Common Shares on a current, deferred or contingent basis,
or the Board of Directors may provide that any dividend equivalents shall be
credited against the Option Price.

  (k) No Option Right granted pursuant to this Section 4 may be exercised more
than 10 years from the Date of Grant (except that, in the case of an
individual described in Section 422(b)(6) of the Code (relating to certain 10%
owners) who is granted an Incentive Stock Option, the term of such Option
Right shall be no more than five years from the Date of Grant).

  (l) Each grant shall be evidenced by an agreement, which shall be executed
on behalf of the Corporation by an officer thereof and delivered to and
accepted by the Optionee and shall contain such terms and provisions as the
Board of Directors may determine consistent with this Plan.

  (m) The aggregate Market Value per Share, determined as of the Date of
Grant, of the Common Shares for which any Optionee may be awarded Incentive
Stock Options which are first exercisable by the Optionee during any calendar
year under this Plan (or any other stock option plan required to be taken into
account under Section 422(b) of the Code) shall not exceed $100,000.

  (n) If and to the extent otherwise advisable herein or under the applicable
option agreement, upon and after the death of an Optionee, such Optionee's
Option Rights, to the extent exercisable after death may be exercised by the
Successors of the Optionee.  An Option Right may be exercised, and payment in
full of the aggregate Option Price made, by the Successors of an Optionee only
by written notice (in the form prescribed by the Board of Directors) to the
Corporation specifying the number of Common Shares to be purchased.  Such
notice shall state that the aggregate Option Price will be paid in full, or
that the Option Right will be exercised as otherwise provided hereunder, in
the discretion of the Corporation or the Board of Directors, if and as
applicable.

5.  APPRECIATION RIGHTS. The Board of Directors may also authorize grants to
Participants of Appreciation Rights.  An Appreciation Right shall be a right
of the Participant to receive from the Corporation an amount, which shall be
determined by the Board of Directors and shall be expressed as a percentage
(not exceeding 100 percent) of the Spread at the time of the exercise of an
Appreciation Right.  Any grant of Appreciation Rights under this Plan shall be
upon such terms and conditions as the Board of Directors may determine in
accordance with the following provisions:

  (a) Any grant may specify that the amount payable upon the exercise of an
Appreciation Right may be paid by the Corporation in cash, Common Shares or
any combination thereof and may (i) either grant to the Participant or reserve
to the Board of Directors the right to elect among those alternatives or (ii)
preclude the right of the Participant to receive and the Corporation to issue
Common Shares or other  equity securities in lieu of cash; PROVIDE, HOWEVER,
that no form of consideration or manner of payment that would cause Rule 16B-3
to cease to apply to this Plan shall be permitted.

  (b) Any grant may specify that the amount payable upon the exercise of an
Appreciation Right shall not exceed a maximum specified by the Board of
Directors on the Date of Grant.

  (c) Any grant may specify (i) a waiting period or periods before
Appreciation Rights shall become exercisable and (ii) permissible dates or
periods on or during which Appreciation Rights shall be exercisable.

  (d) Any grant may specify that an Appreciation Right may be exercised only
in the event of a change in control of the Corporation or other similar
transaction or event.

  (e) On or after the Date of Grant of any Appreciation Rights, the Board of
Directors may provide for the payment to the Participant of dividend
equivalents thereon in cash or Common Shares on a current, deferred or
contingent basis.

  (f) Each grant shall be evidenced by an agreement, which shall be executed
on behalf of the Corporation by any officer thereof and delivered to and
accepted by the Optionee and shall contain such other terms and provisions as
the Board of Directors may determine consistent with this Plan.

  (g) Regarding Tandem Appreciation Rights only: Each grant shall provide that
a Tandem Appreciation Right may be exercised only (i) at a time when the
related Option Right (or any similar right granted under any other plan of the
Corporation) is also exercisable and the Spread is positive and (ii) by
surrender of the related Option Right (or such other right) for cancellation.

  (h) Regarding Free-standing Appreciation Rights only:

      (i) Each grant shall specify in respect of each Free-standing
Appreciation Right a Base Price per Common Share, which shall be equal to or
greater than the Market Value per Share on the Date of Grant;

     (ii) Successive grants may be made to the same Participant regardless of
whether any Free-standing Appreciation Rights previously granted to the
Participant remain unexercisable; PROVIDED, HOWEVER, that no participant shall
be granted more than 100,000 Free-standing Appreciation Rights in any one
fiscal year of the Corporation, subject to adjustments as provided in Section
10 of this Plan;

     (iii) Each grant shall specify the conditions, including as and to the
extent determined by the Board of Directors, the period or periods of
continuous employment, or continuous engagement of the consulting services, of
the Participant by the Corporation or any Subsidiary, or the achievement of
Management Objectives, that are necessary before the Free-standing
Appreciation Rights or installments thereof shall become exercisable, and any
gant may provide for the earlier exercise of the Free-standing Appreciation
Rights, including, without limitation, in the event of a change in control of
the Corporation or other similar transaction or event; and

     (iv) No Free-standing Appreciation Right granted under this Plan may be
exercised more than 10 years from the Date of Grant.

6.  RESTRICTED SHARES. The Board of Directors may also authorize grants or
sales to Participants of Restricted Shares upon such terms and conditions as
the Board of Directors may determine in accordance with the following
provisions:

  (a) Each grant or sale shall constitute an immediate transfer of the
ownership of Common Shares to the Participant in consideration of the
performance of services, or as and to the extent determined by the Board of
Directors, the achievement of Management Objectives, entitling such
Participant to dividend, voting and other ownership rights, subject to the
substantial risk of forfeiture and restrictions on transfer hereinafter
referred to.

  (b) Each grant or sale may be made without additional consideration from the
Participant or in consideration of a payment by the Participant that is less
than the Market Value per Share on the Date of Grant.

  (c) Each grant or sale shall provide that the Restricted Shares covered
thereby shall be subject to a "substantial risk of forfeiture" within the
meaning of section 83 of the Code for a period to be determined by the Board
of Directors on the Date of Grant, and any grant or sale may provide for the
earlier termination of such period, including without limitation, in the event
of a change in control of the Corporation or other similar transaction or
event.

  (d) Each grant or sale shall provide that, during the period for which such
substantial risk of forfeiture is to continue, the transferability of the
Restricted Shares shall be prohibited or restricted in the manner and to the
extent prescribed by the Board of Directors on the Date of Grant.  Such
restrictions may include, without limitation, rights of repurchase or first
refusal in the Corporation or provisions subjecting the Restricted Shares to a
continuing substantial risk of forfeiture in the hands of any transferee.

 (e) Any grant or sale may require that any or all dividends or other
distributions paid on the Restricted Shares during the period of such
restrictions be automatically sequestered and reinvested on an immediate or
deferred basis in additional Common Shares, which may be subject to the same
restrictions as the underlying award or such other restrictions as the Board
of Directors may determine.

  (f) Each grant or sale shall be evidenced by an agreement, which shall be
executed on behalf of the Corporation by any officer thereof and delivered to
and accepted by the Participant and shall contain such terms and provisions as
the Board of Directors may determine consistent with this Plan.  Unless
otherwise directed by the Board of Directors, all certificates representing
Restricted Shares, together with a stock power that shall be endorsed in blank
by the Participant with respect to the Restricted Shares, shall be held in
custody by the Corporation until all restrictions thereon lapse.

7.  DEFERRED SHARES. The Board of Directors may also authorize grants or sales
of Deferred Shares to Participants upon such terms and conditions as the Board
of Directors may determine in accordance with the following provisions:

  (a) Each grant or sale shall constitute the agreement by the Corporation to
issue or transfer Common Shares to the Participant in the future in
consideration of the performance of services rendered, subject to the
fulfillment during the Deferral Period of such conditions as the Board of
Directors may specify.

  (b) Each grant or sale may be made without additional consideration from the
Participant or in consideration of a payment by the Participant that is less
than the Market value per Share on the Date of Grant.

  (c) Each grant or sale shall provide that the Deferred Shares covered
thereby shall be subject to a Deferral Period, which shall be fixed by the
Board of Directors on the Date of Grant, and any grant or sale may provide for
the earlier termination of the Deferral Period, including without limitation,
in the event of a change in control of the Corporation or other similar
transaction or event.

  (d) During the Deferral Period, the Participant shall not have any right to
transfer any rights under the subject award, shall not have any rights of
ownership in the Deferred Shares and shall not have any right to vote the
Deferred Shares, but the Board of Directors may on or after the Date of Grant
authorize the payment of dividend equivalents on the Deferred Shares in cash
or additional Common Shares on a current, deferred or contingent basis.

  (e) Each grant or sale shall be evidenced by an agreement, which shall be
executed on behalf of the Corporation by any officer thereof and delivered to
and accepted by the Participant and shall contain such terms and provisions as
the Board of Directors may determine consistent with this Plan.

8.  PERFORMANCE SHARES AND PERFORMANCE UNITS. The Board of Directors may also
authorize grants of Performance Shares and Performance Units, which shall
become payable to the Participant upon the achievement of specified Management
Objectives, upon such terms and conditions as the Board of Directors may
determine in accordance with the following provisions:

  (a) Each grant shall specify the number of Performance Shares or Performance
Units to which it pertains, which may be subject to adjustment to reflect
changes in compensation or other factors.

  (b) The Performance Period with respect to each Performance Share or
Per-formance Unit shall be determined by the Board of Directors on the Date of
Grant and may be subject to earlier termination, including, without
limitation, in the event of a change in control of the Corporation or other
similar transaction or event.

  (c) Each grant shall specify the Management Objectives that are to be
achieved by the Participant.

  (d) Each grant shall specify in respect of the specified Management
Objectives a minimum acceptable level of achievement below which no payment
will be made and shall set forth a formula for determining the amount of any
payment to ve made if performance is at or above the minimum acceptable level
but falls short of full achievement of the specified Management Objectives.

  (e) Each grant shall specify the time and manner of payment of Performance
Shares or Performance Units that shall have been earned, and any grant may
specify that any such amount may be paid by the Corporation in cash, Common
Shares or any combination thereof and may either grant to the Participant or
reserve to the Board of Directors the right to elect among those alternative;
PROVIDED, HOWEVER, that no form of consideration or manner of payment that
would cause Rule 16b-3 to case to apply to this Plan shall be permitted.

  (f) Any grant of Performance Shares may specify that the amount payable with
respect thereto may not exceed a maximum specified by the Board of Directors
on the Date of Grant.  Any grant of Performance of Units may specify that the
amount payable, or the number of Common Shares issued, with respect thereto
may not exceed maximums specified by the Board of Directors on the Date of
Grant.

  (g) On or after the Date of Grant of Performance Shares, the Board of
Directors may provide for the payment to the Participant of dividend
equivalents thereon in cash or additional Common Shares on a current, deferred
or contingent basis.

  (h) Each grant shall be evidenced by an agreement, which shall be executed
on behalf of the Corporation by any officer thereof and delivered to and
accepted by the Participant and shall contain such terms and provisions as the
Board of Directors may determine consistent with this Plan.

9.  TRANSFERABILITY.

  (a) No Option Right or other derivative security (as that term is used in
Rule 16b-3) granted under this Plan may be transferred by a Participant except
by will or the laws of descent and distribution.  Option Rights and
Appreciation Rights granted under this Plan may not be exercised during a
Participant's lifetime except by the Participant or, in the event of the
Participant's legal incapacity, by his guardian or legal representative acting
in a fiduciary capacity on behalf of the Participant under state law and court
supervision.

  (b) Any grant made under this Plan may provide that all of any part of the
Common Shares that are to be issued or transferred by the Corporation upon the
exercise of Deferred Shares or in payment of Performance Shares or Performance
Units, or are no longer subject to the substantial risk of forfeiture and
restrictions on transfer referred to in Section 6 of this Plan, shall be
subject to further restrictions upon transfer.

10.  ADJUSTMENTS. The Board of Directors may make or provide for such
adjustments in the number of Common Shares covered by outstanding awards
granted hereunder, the Option Prices per Common Share or Base Prices per
Common Share applicable to any such awards, and the kind of shares (including
shares of another issuer) covered thereby, as the Board of Directors may in
good faith determine to be equitably required in order to prevent dilution or
expansion of the rights of Participants that otherwise would result from (a)
any stock dividend, stock split, combination of shares, recapitalization or
other change in the capital structure of the Corporation or (b) any merger,
consolidation, spin-off, spin-out, split-off, split-up, reorganization,
partial or complete liquidation or other distribution of assets, issuance of
warrants or other rights to purchase securities or any other corporate
transaction or event having an effect similar to any of the foregoing.  In the
event of any such transaction or event, the Board of Directors may provide in
substitution for any or all outstanding awards under this Plan such
alternative consideration as it may in good faith determine to be equitable
under the circumstances and may require in connection therewith the surrender
of all awards so replaced.  Moreover, the Board of Directors may on or after
the Date of Grant provide in the agreement evidencing any award under this
Plan that the holder of the award may elect to receive an equivalent award in
respect of securities of the surviving entity of any merger, consolidation or
other transaction or event having a similar effect, or the Board of Directors
may provide that the holder will automatically be entitled to receive such an
equivalent award.  The Board of Directors may also make or provide for such
adjustments in the maximum number of Common Shares specified in Section 3(a)
of this Plan, the maximum number of Performance Units specified in Section
3(b), and the maximum number of Common Shares and Free-standing Appreciation
Rights specified in Sections 4(a) and 5(h)(ii) of this Plan as the Board of
Directors may in good faith determine to be appropriate in order to reflect
any transaction or event described in this Section 10.

11.  FRACTIONAL SHARES. The Corporation shall not be required to issue any
fractional Common Shares pursuant to this Plan.  The Board of Directors may
provide for the elimination of fractions or for the settlement thereof in
cash.

12.  WITHHOLDING TAXES. To the extent that the Corporation is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, and
the amounts available to the Corporation for the withholding are insufficient,
it shall be a condition to the receipt of any such payment or the realization
of any such benefit that the Participant or such other person make
arrangements satisfactory to the Corporation for payment of the balance of any
taxes required to be withheld.  At the discretion of the Board of Directors
and subject to the provision so Rules 16b-3, any such arrangements may include
relinquishment of a portion of any such payment or benefit.  The Corporation
and any Participant or such other person may also make similar arrangements
with respect to the payment of any taxes with respect to which withholding is
not required.

13.  CERTAIN TERMINATIONS OF EMPLOYMENT OR CONSULTING SERVICES, HARDSHIP AND
APPROVED LEAVES OF ABSENCE. Notwithstanding any other provision of this Plan
to the contrary, in the event of termination of employment or consulting
services by reason of death, disability, normal retirement, early retirement,
with the consent of the Corporation, termination of employment or consulting
services to enter public service with the consent of the Corporation or leave
of absence approved by the Corporation, or in the event of hardship or other
special circumstances, of a Participant who holds an Option Right or
Appreciation Right that is not immediately and fully exercisable, any
Restricted Shares as to which the substantial risk of forfeiture or the
prohibition or restriction on transfer has not lapsed, any Deferred Shares as
to which the Deferral Period is not complete, any Performance Shares or
Performance Units that have not been fully earned, or any Common Shares that
are subject to any transfer restriction pursuant to Section 9b) of this Plan,
the Board of Directors may take any action that it deems to be equitable under
the circumstances or in the best interests of the Corporation, including
without limitation, waiving or modifying any limitation or requirement with
respect to any award under this Plan.

14.  ADMINISTRATION OF THE PLAN.

  (a) This Plan shall be administered by a Board of Directors of the Board,
which shall be composed of not less than two members of the Board, each of
whom shall be a "disinterested person" within the meaning of Rule 16b-3.

  (b) The interpretation and construction by the Board of Directors of any
provision of this Plan or any agreement, notification or document evidencing
the grant of Option Rights, Appreciation Rights, Restricted Shares, Deferred
Shares, Performance Shares or Performance Units, and any determination by the
Board of Directors pursuant to any provision of this Plan or any such
agreement, notification or document, shall be final and conclusive.  No member
of the Board of Directors shall be liable for any such action taken or
determination made in good faith.

15.  AMENDMENTS AND OTHER MATTERS.

  (a) This plan may be amended from time to time by the Board of Directors;
PROVIDED, HOWEVER, that except as expressly authorized by this Plan, no such
amendment shall increase the number of Common Shares specified in Section 3(a)
hereof, increase the number of Performance Units specified in Section 3(b)
hereof, or otherwise cause this Plan to cease to satisfy any applicable
condition of Rule 16b-3, without further approval of the stockholders of the
Corporation.

  (b)  With the concurrence of the affected Participant, the Board of
Directors may cancel any agreement evidencing Option Rights or any other award
granted under this Plan.  In the event of any such cancellation, the Board of
Directors may authorize the granting of new Option Rights or other awards
hereunder, which may or may not cover the same number of Common Shares or
Performance Units as had been covered by the canceled Option Rights or other
award, at such Option Price, in such manner and subject to such other terms,
conditions and discretion as would have been permitted under this Plan had the
canceled Option Rights or other award not been granted.

  (c) The Board of Directors may grant under this Plan any award or
combination of awards authorized under this Plan in exchange fro the
cancellation of an award that was not granted under this Plan, including
without limitation any award that was granted prior to the adoption of this
Plan by the Board, any and such award or combination of wards so granted under
this Plan may or may not cover the same number of Common Shares as had been
covered by the canceled ward and shall be subject to such other terms,
conditions and discretion as would have been permitted under this Plan and the
canceled award not been granted.

  (d) This Plan shall not confer upon any Participant any right with respect
to continuance of employment or other service with the Corporation or any
Subsidiary and shall not interfere in any way with any right that the
Corporation or any Subsidiary would otherwise have to terminate any
Participant's employment or other service at any time.

  (e) (i) To the extent that any provision of this Plan would prevent any
Option Right that was intended to qualify as an Incentive Stock Option from so
qualifying, any such provision shall be null and void with respect to any such
Option Right; PROVIDED, HOWEVER, that any such provision shall remain in
effect with respect to other Option Rights, and there shall be no further
effect on any provision of this Plan.

     (ii) Any award that may be made pursuant to an amendment to this Plan
that shall have been adopted without the approval of the stockholders of the
Corporation shall be null and void if it is subsequently determined that such
approval was required in order for this Plan to continue to satisfy the
applicable conditions of Rule 16b-3.

16.  TERMINATION OF THE PLAN. No further awards shall be granted under this
Plan after the passage of 10 years from the date on which this Plan is first
approved by the stockholders of the Corporation.

17.  EFFECTIVE DATE. The effective date of this Plan (the "Effective Date")
shall be January 2, 1997, provided, however, that this Plan and each award
granted hereunder shall be void and of no force or effect until and unless
this Plan shall have been approved by a vote of the holders of the majority of
the Common Shares of the Corporation present, or represented, and entitled to
vote at a meeting duly held in accordance with Colorado law.

18.  NONTRANSFERABILITY. Each award granted under this Plan shall by its terms
nontransferable by the Participant except by will or the laws of decent and
distribution of the state wherein the Participant is domiciled at the time of
his death; provided, however, that the Board of Directors may (but need not)
permit other transfers, to the extent consistent with Rule 16b-3; where the
Board of Directors concludes that such transferability does not result in
accelerated taxation and is otherwise appropriate and desirable.
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