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                                                                     Exhibit 4.1


                                BI INCORPORATED

                             1999 STOCK OPTION PLAN

          1.   Purpose.  The purpose of this 1999 Stock Option Plan (the "Plan")
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is to grant to employees, consultants and directors, options to purchase common
stock (the "Common Stock") of BI Incorporated, a Colorado corporation (the
"Corporation"), so that they may have the opportunity to participate in the
growth of the Corporation and to provide them with an increased incentive to
promote the interests of the Corporation. The options granted under the Plan are
intended to qualify as incentive stock options under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), unless specifically designated as
non-qualified stock options.

          2.   Effectiveness of the Plan; Termination.  This Plan shall become
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effective at such time as it has received the required approval of shareholders
of the Corporation as contemplated by Section 422 of the Code (the "Effective
Date"). No options shall be granted under the Plan prior to the Effective Date.
The Plan shall terminate at the earlier of ten years from the Effective Date or
at such earlier time as the Board of Directors determines to terminate it.

          3.   Eligible Persons.  Employees, directors and consultants of the
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Corporation or of any parent or subsidiary of the Corporation shall be eligible
to be granted options under this Plan, except that incentive stock options may
be granted only to employees. "Parent" and "subsidiary" shall have the meanings
set forth in Section 424 of the Code.

          4.   Stock Subject to Plan.
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               (a)  The stock issuable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares repurchased
by the Corporation on the open market. The maximum number of shares of Common
Stock initially reserved for issuance over the term of the Plan shall not exceed
300,000 shares. Upon the Effective Date of the Plan, all shares of Common Stock
reserved but not subject to outstanding options under the BI Incorporated 1996
Stock Option Plan shall become part of the shares of Common Stock reserved for
options to be granted under this Plan (in addition to the 300,000 shares
reserved above) and no further options shall be granted under the BI
Incorporated 1996 Stock Option Plan. In addition, the share reserve will
automatically be increased on the first day of each fiscal year, beginning with
the fiscal year ending June 30, 2000, by an amount equal to two percent (2%) of
the total number of shares of Common Stock outstanding on the last day of the
immediately preceding fiscal year, or such lesser number of shares as is later
ratified by the Board at their first meeting or action in the beginning of such
new fiscal year; provided, that in no event shall any such annual increase
exceed 200,000 shares.

               (b)  Shares of Common Stock reserved for issuance pursuant to
outstanding options shall be available for subsequent issuance under the Plan to
the extent those options expire or terminate for any reason prior to exercise in
full. In the event the exercise price of an option under the Plan be paid with
shares of Common Stock, or should shares of Common Stock otherwise issuable
under the Plan be withheld by the Corporation in satisfaction of the withholding
taxes incurred in connection with the exercise of an option, then the number of
shares of Common Stock available for issuance under the Plan shall be reduced by
the gross number of shares for which the option is exercised or which vest under
the stock issuance, and not by the net number of shares of Common Stock issued
to the holder exercising such option.

               (c)  Appropriate adjustments shall be made to the number and type
of shares reserved under the Plan, including the number and type of shares to be
added annually to the Plan as provided for in Paragraph 4(a) above, upon the
occurrence of any of the events describe in Section 10 below. Any such
adjustments as determined by the Committee shall be final, binding and
conclusive.
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          4.   Administration.
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               (a)  The Plan shall be administered by a committee of at least
two non-employee members of the Board of Directors of the Corporation (the
"Board") appointed by the Board and serving at the Board's pleasure (the
"Committee"). The Board may increase the size of the Committee, appoint
additional members, remove members (with or without cause), appoint new members,
fill vacancies however caused, or remove all members of the Committee and
thereafter directly administer the Plan. As used herein, the term Board shall
also mean the Committee.

               (b)  The Board may from time to time adopt such rules and
regulations as it may deem advisable for the administration of the Plan, and may
alter, amend, or rescind any such rules and regulations in its discretion. The
Board shall have the power to interpret or amend or discontinue the Plan, except
that any amendment which, under state or federal law or the applicable rules of
any exchange or trading system on which the Common Stock is traded, would
require shareholder approval shall take effect only upon such approval; and
further provided that without the written consent of an optionee, no amendment
or discontinuance of the Plan shall alter or impair any option previously
granted to him under the Plan, subject to any provisions otherwise in the Plan.
All decisions made by the Board in the administration and interpretation of the
Plan shall be binding and conclusive for all purposes. No member of the Board
shall be liable for any action taken or decisions made by him or her in good
faith with respect to the Plan or any options granted under it.

          5.   Price, Terms and Conditions of Options.
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               (a)  Options shall be evidenced by a written Incentive Stock
Option Agreement or Non-Qualified Stock Option Agreement, as appropriate, in the
form approved from time to time by the Board. The type of option, the number of
shares which may be purchased under such option, the exercisability of such
option, the option's expiration date and the purchase price per share, shall be
designated by the Board at the time the option is granted.

               (b)  The purchase price per share of any option granted hereunder
shall in no event be less than 100% of the fair market value of each share at
the time the option is granted; provided, however, that incentive stock options
may not be granted to any holder of the voting rights of 10% or more of the
total combined voting power of all classes of stock of the Corporation at time
of grant, unless the purchase price is at least 110% of the fair market value of
the shares at the time of grant. "Fair market value" shall be determined as set
forth in Section 9 below. No incentive stock options shall be granted under the
Plan to any employee where the aggregate fair market value (determined at the
time the option is granted) of the stock with respect to which incentive stock
options are exercisable for the first time by such employee during any calendar
year (under all such plans of the Corporation and its parent and subsidiary
corporations) shall exceed $100,000; provided that non-qualified stock options
granted under the Plan may exceed these limits. All options shall be exercisable
even though there may be outstanding any other option(s) which was or were
granted before the granting of such option. The Board may impose on any option
any additional terms and conditions which it deems advisable and which are not
inconsistent with the Plan.

          6.   Transferability.  Unless otherwise determined by the Board, an
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option granted under the Plan shall not be transferable by the individual to
whom it is granted otherwise than by will or the laws of descent and
distribution, and shall be exercisable, during the lifetime of such individual,
only by him; provided, however, that if such individual becomes legally
disabled, his legal representative may exercise the option on his behalf.

          7.   Exercise of Option.
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               (a)  Exercise of an option shall be accomplished by delivery to
the Corporation before the option's expiration of written notice, signed by the
holder of the option, specifying the number of shares with respect to which the
option is exercised, the type of option being exercised, and by full payment of
the purchase price for the shares. The purchase price may, at the Corporation's
discretion, be paid by assignment to the Corporation of outstanding shares of
Common Stock of the Corporation owned by the optionee for at least six (6)
months prior to the date of exercise and having a fair market value (as
determined pursuant to Section 9 below) equal to the purchase price or that
portion thereof being paid in outstanding stock. The Corporation may issue a
certificate which reflects the net number of shares issuable after payment of
the exercise price in already owned Common
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Stock, so that the previously owned certificate need not actually be tendered.
An option may not be exercised for a fraction of a share of Common Stock. At the
Corporation's request, the notice of exercise delivered to it shall contain a
representation that the shares are being purchased for investment only and not
for resale or distribution. Within a reasonable time after receipt of the
properly executed notice of exercise, the Corporation shall cause to be issued
and delivered to the holder of the option a certificate for the number of shares
of Common Stock being purchased; provided, however, that the Corporation may in
its discretion allow the optionee to elect to pay any withholding taxes payable
upon exercise of a non-qualified stock option, in whole or in part, by
transferring to the Corporation shares of Common Stock of the Corporation owned
by him or by being credited by the Corporation for shares he has a right to
acquire in the option being exercised.

               (b)  No person shall have any rights as a stockholder with
respect to any shares covered by an option until the date of the issuance of a
stock certificate(s) for the shares for which the option has been exercised. No
adjustments shall be made for dividends or distributions or other rights for
which the record date is prior to the date such stock certificate(s) are issued,
except as provided in Section 10. Nothing in this Plan or in any option
agreement shall confer upon any optionee any rights to continue in the employ of
the Corporation or shall affect the Corporation's ability to terminate the
optionee's employment at any time.

          8.   Expiration of Option.
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               (a)  Each option granted under the Plan shall expire on the
earlier of (i) the date set forth in the Option Agreement for such optionee;
(ii) no later than ten (10) years from the date the option is granted, provided
that no incentive stock option granted to a 10% shareholder (as described in
Section 5, above) shall be exercisable after the expiration of five (5) years
from the date of grant; or (iii) in the case of an incentive stock option, three
(3) months following the termination, for any reason other than death or
disability, of the employment by the Corporation, or by its parent or
subsidiary, of the employee to whom the option is granted.

               (b)  Unless earlier terminated pursuant to this Section 8, each
incentive stock option granted under the Plan, shall expire one (1) year
following the termination on account of death or disability of the employment by
or services for the Corporation, or by or for its parent or subsidiary, of the
employee to whom the option is granted. In the event of the termination of
employment by the Corporation of an optionee on account of his or her death or
disability, the optionee shall for purposes of the foregoing requirement be
considered to have completed the next full vesting period of employment with
respect to the vesting period in which his or her death or disability occurs.

          9.   Definition of Fair Market Value.  For the purposes of this Plan,
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"fair market value" shall mean either the exercise price per share established
in the discretion of the Board of Directors or, so long as the Corporation's
stock is publicly traded, the closing price per share of Common Stock of the
Corporation on the last trading day preceding the date of grant.

          10.  Stock Splits, Dissolutions, Mergers, Etc.
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               (a)  In case of any stock split, stock dividend or similar
transaction which increases or decreases the number of outstanding shares of the
Corporation's Common Stock, appropriate adjustment will be made to both the
number of shares which may be purchased under the Plan and the number and
exercise price per share of Common Stock which may be purchased under any
outstanding options.

               (b)  In the event of the proposed dissolution or liquidation of
the Company, all options will be deemed terminated immediately prior to the
consummation of such proposed action, unless otherwise provided by the Board.
The Board may, in the exercise of its sole discretion in such instances, give
each Optionee the right to exercise his option prior to the consummation of such
action as to all or any part of the Common Stock subject to such option,
including shares as to which the option would not otherwise be exercisable.

               (c)  In the case of any merger, sale of all or substantially all
of the assets of the Corporation of other transaction which results in the
replacement of the Corporation's Common Stock with the stock of another
corporation, any option granted under the Plan shall accelerate and become
immediately exercisable in full as of the
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day immediately preceding the closing day of such event, unless there shall have
been a binding agreement entered into for the assumption or replacement of any
options with comparable options to purchase the stock of such other corporation.

ADOPTED BY THE BOARD OF DIRECTORS: August 4, 1999