KBS TECHNOLOGIES, INC.
                        2000 INCENTIVE STOCK OPTION PLAN


         1. Purpose of the Plan. The KBS TECHNOLOGIES, INC. 2000 Incentive Stock
Option Plan ("Plan") is intended to advance the  interests of KBS  TECHNOLOGIES,
INC.  ("Company")  by providing  its officers and other key  employees  who have
substantial  responsibility for the direction and management of the Company with
incentive  for them to  promote  its  success,  to  increase  their  proprietary
interest in the  Company,  and to  encourage  them to remain in its employ.  The
above aims will be effectuated  through the granting of certain stock options to
purchase  shares of the common  stock of the  Company  ("Common  Stock").  It is
intended  that options  granted  under the Plan and  designated by the Committee
under  Paragraph 2 will qualify as Incentive  Stock  Options  ("Options")  under
Section 422A of the Internal Revenue Code of 1954, as amended ("Code"),  and the
terms of the Plan shall be interpreted in accordance with this intention. In the
event that this Plan is inconsistent  in any way with  applicable  provisions of
the Code relating to incentive  stock  options,  it is the intent of the Company
that the terms of the Code shall apply.

         2.  Administration  of the Plan. The Board of Directors shall appoint a
Committee or, if no such committee is so appointed, the Board of Directors shall
act as the  Committee to administer  this Plan.  The Board may from time to time
appoint  members  to  the  Committee  in  substitution  for  members  previously
appointed  and  may  fill  vacancies,  however  caused,  in the  Committee.  The
Committee  shall  select one of its members as its  Chairman  and shall hold its
meetings at such times and places as it shall deem advisable. All actions of the
Committee  shall be taken by  majority  vote of its  members.  Any action may be
taken by a written  instrument  signed by all the members of the Committee,  and
action so taken  shall be as  effective  as if that  action  had been taken by a
majority  vote of the Committee  members at a meeting duly called and held.  The
Committee may appoint a secretary to keep minutes of its meetings and shall make
such rules and  regulations  for the  conduct of its  business  as it shall deem
advisable.

         3. Grant of Options.  Subject to any  applicable  limitation in federal
tax laws from time to time, the Committee shall have complete and full authority
in its  discretion:  (i) to determine and  designate  those key employees of the
Company and its subsidiaries  who are to receive Options,  (ii) to authorize the
granting of Options,  (iii) to  establish  the number of shares to be covered by
such Options including the terms thereof;  and (iv) to interpret the Plan and to
prescribe,  amend,  and  rescind  rules  and  regulations  relating  to it.  All
decisions of the Committee shall be final and binding.

         4. Stock Subject to the Plan. The aggregate  number of shares which may
be issued under Options granted under the Plan shall not exceed 1,000,000 shares
of Common Stock.  Such shares may consist of authorized  but unissued  shares of
Common  stock or  previously  issued  shares of Common Stock  reacquired  by the
Company.  Any shares  subject to an Option under the Plan which remain  unissued
upon the  termination  of the  Option and which are not  subject to  outstanding
Options at the  termination of the Plan,  shall cease to be subject to the Plan,
but until termination of the Plan, the Company shall at all times make available
sufficient  shares to meet the  requirements  of the  Plan.  Should  any  Option
hereunder  expire  or  terminate  prior  to its  exercise  in full,  the  shares
theretofore  subject to such Option may again be subject to a new Option granted
under the Plan. The

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aggregate  number of shares  which may be issued under the Plan shall be subject
to adjustments as provided in Paragraph 6(j) hereof.

         5.  Eligibility.  The persons  eligible to  participate  in the Plan as
recipients  of Options  shall  include only key employees of the Company and its
subsidiaries.  The  term  "key  employee"  shall  include  directors,  officers,
executives, and supervisory personnel, as well as other employees of the Company
or a subsidiary  corporation of the Company.  The term "subsidiary  corporation"
shall for the purpose of this Plan be defined in the same manner as such term is
defined in Section  425(f) of the Code.  A key  employee who has been granted an
Option  hereunder  shall  remain  eligible  to receive an  additional  Option or
Options,  if the  Committee  shall so  determine.  Options  granted to different
recipients and at different times need not contain similar provisions.

         6. Terms and  Conditions.  Each Option  granted under the Plan shall be
evidenced by a written Incentive Stock Option Agreement ("Option Agreement"), in
a form  approved  by the  Committee,  which  shall be subject  to the  following
express  terms and  conditions  and to such other  terms and  conditions  as the
Committee may deem appropriate.

                  (a) Option  Period.  Each Option  Agreement  shall specify the
         period for which the Option  thereunder  is granted  (which in no event
         shall  exceed ten years from the date of grant) and shall  provide that
         the Option shall expire at the end of such period. However, in the case
         of an Option granted to an individual  who, at the time of grant,  owns
         more than ten percent of the total combined voting power of all classes
         of Common Stock of the Company ("Ten Percent  Stockholder") on the date
         the Option is granted to him,  the Option  period shall not exceed five
         years from the date of grant.

                  (b) Option Price.  The purchase price under each Option issued
         shall be determined by the Committee at the time the Option is granted,
         but in no event shall such  purchase  price be less than 100 percent of
         the fair  market  value of the  Company's  Common  Stock on the date of
         grant.  In the case of an Option granted to a Ten Percent  Stockholder,
         the Option  price shall not be less than 110 percent of the fair market
         value of the Common Stock on the date of grant,  subject to the Option,
         on the date the Option is granted.

                  (c) Exercise Period.  Each Option Agreement shall provide that
         the Option therein  granted may be exercised in whole or in part at any
         time  after the  Option  grant or vested  in such  installments  as the
         Committee or Board of Directors may specify. However, no portion of any
         Option  may be  exercisable  prior to the  approval  of the Plan by the
         shareholders of the Company.

                  (d) Procedure for Exercise.  Options shall be exercised by the
         delivery of written  notice to the Company  setting forth the number of
         shares with respect to which the Option is to be exercised. Such notice
         shall be  accompanied  by cash or  certified  check,  bank  draft,  and
         specifying the address to which the certificates for such shares are to
         be mailed.  As promptly as  practicable  after  receipt of such written
         notification and payment, the Company

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         shall  deliver to the optionee,  certificates  for the number of shares
         with respect to which such Option has been so exercised,  issued in the
         optionee's name; provided,  however, that such delivery shall be deemed
         effected for all purposes  when a stock  transfer  agent of the Company
         shall have  deposited  such  certificates  in the United  States  mail,
         addressed to the optionee,  at the address  specified  pursuant to this
         paragraph 6(d).

                  (e)  Termination of  Employment.  If a key employee to whom an
         Option has been granted  ceases to be employed by the Company or any of
         its  subsidiaries  for any reason other than death or  disability,  the
         Options  theretofore  granted  to him under this Plan to the extent not
         theretofore  exercised by him, shall forthwith  terminate.  Any Options
         which are exercisable on the date of such termination of employment may
         be  exercised  during a three  month  period  beginning  on such  date;
         provided, however, if an optionee's employment is terminated because of
         the  optionee's  dishonesty,  theft,  embezzlement  from  the  Company,
         disclosing trade secrets of the Company, or willful misconduct while in
         the employment of the Company,  then any Option or unexercised  portion
         thereof granted to said optionee shall expire upon such  termination of
         employment.

                  (f)  Disability  or Death  of  Optionee.  In the  event of the
         disability  or death of an Option  holder  under  the Plan  while he is
         employed  by  the  Company  or any of  its  subsidiaries,  the  Options
         previously granted to him may be exercised (to the extent he would have
         been  entitled to do so at the date of his  disability or death) at any
         time and from  time to time,  within  a period  of one year  after  his
         disability  or  death,  by the  former  employee,  by the  executor  or
         administrator  of his  estate,  by the  person or  persons  to whom his
         rights  under the Option  shall pass by will or the laws of descent and
         distribution,  but in no event may the  Option be  exercised  after its
         stated expiration. A key employee shall be deemed to be disabled if, in
         the opinion of a physician  selected by the Committee,  he is incapable
         of performing  services for the Company or any of its  subsidiaries  by
         reason of any  medically  determinable  physical  or mental  impairment
         which can be  expected  to result in death or to be of long,  continued
         and indefinite duration.

                  (g)  Transferability.  Any Option granted hereunder may not be
         sold, pledged,  assigned,  hypothecated,  transferred or disposed of in
         any  manner  other  than  by  will  or  by  the  laws  of  descent  and
         distribution and shall be exercisable,  during the optionee's lifetime,
         only by him.

                  (h) Rights as a Stockholder. An optionee or a transferee of an
         Option  under the Plan has no rights as a  stockholder  with respect to
         shares  covered by an Option  until the date he validly  exercises  the
         Option in accordance  herewith including full payment for the exercised
         Option shares;  except as provided in paragraph 6(j), no adjustment for
         dividends  or  otherwise  shall be made if the record date  therefor is
         prior to the date on which he became or  becomes  the  holder of record
         thereof.


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                  (i) Extraordinary Corporate Transactions.  In the event of (i)
         the  dissolution or  liquidation of the Company or similar  occurrence,
         (ii) any merger, consolidation, acquisition, reorganization, or similar
         occurrence, where the Company will not be a surviving entity or (iii) a
         transfer  of all or  substantially  all of the assets of the Company or
         more  than 80% of the  outstanding  Common  Stock,  the  Option  rights
         granted  hereunder shall terminate and thereupon  become null and void;
         provided,  however, that each optionee shall have the right immediately
         prior to or concurrently  with such dissolution,  liquidation,  merger,
         consolidation,  acquisition,  reorganization or similar occurrence,  to
         exercise any Option  rights  granted  hereunder,  without  regard to an
         option period or of any limitations thereunder.

                  (j) Changes in Company's Capital  Structure.  The existence of
         the Plan and outstanding  Options granted hereunder shall not affect in
         any way the right or power of the Company or its  stockholders  to make
         or authorize any or all adjustments, recapitalizations, reorganizations
         or other changes in the Company's capital structure or its business, or
         any merger or consolidation  of the Company,  or any issuance of bonds,
         debentures,  preferred or prior preference stock senior to or affecting
         the  Common  Stock  or  the  rights  thereof,  or  the  dissolution  or
         liquidation of the Company,  or any sale or transfer of all or any part
         of its assets or business,  or any other  corporate act or  proceeding,
         whether of a similar character or otherwise;  provided, however, if the
         outstanding  shares of Common Stock of the Company shall at any time be
         changed or exchanged by declaration of a stock  dividend,  stock split,
         combination  of  shares,  or  recapitalization,  the number and kind of
         shares  subject  to the  Plan or  subject  to any  Options  theretofore
         granted,  and the Option prices,  shall be appropriately  and equitably
         adjusted.

                  (k)  Investment  Representation.  Shares of Common Stock shall
         not be issued and delivered with respect to an Option granted under the
         Plan  unless  issuance of such shares (i)  complies  with all  relevant
         provisions of law including,  without  limitation the Securities Act of
         1933, as amended,  the Securities Exchange Act of 1934, as amended, the
         rules and regulations promulgated thereunder, or (ii) the Committee has
         received  evidence  satisfactory  to it to the effect that an exemption
         from  registration  under the Securities  Act and any applicable  state
         securities  laws is available  for the sale and issuance  contemplated.
         Each Option  Agreement  shall contain an agreement  that upon demand by
         the  Committee for such a  representation,  the optionee (or any person
         acting under  paragraph  6(f)) shall deliver to the Company at the time
         of any exercise of an Option a written  representation  that the shares
         to be acquired upon such exercise are to be acquired for investment and
         not for resale or with a view to the  distribution  thereof.  Upon such
         demand,  delivery of such  representation  prior to the delivery of any
         shares issued upon exercise of an Option and prior to the expiration of
         the Option  period  shall be a condition  precedent to the right of the
         optionee or such other person to purchase any shares.

                  (l)   Option Agreement.  Each Option Agreement which provides
for the  grant of an Option  to a key  employee  shall  contain  such  terms and
provisions as the Committee may
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determine  to be necessary or desirable in order to qualify such Option under
Section 422A of the Code.

         7.  Amendments or  Termination.  The Board of Directors may at any time
and from time to time amend,  alter or terminate  the Plan,  but no amendment or
alteration shall be made which would impair the rights of any optionee under any
Option theretofore granted without his consent,  or which,  without the approval
of the holders of at least a majority of the shares of Common  Stock at the time
outstanding,  would:  (i) except as is provided in  paragraph  6(j) of the Plan,
increase the minimum  number of shares  reserved for the purposes of the Plan or
reduce the Option price provided for in paragraph 6(b) of the Plan,  (ii) change
the  class  of  persons  eligible  to  participate  in the Plan as  provided  in
paragraph  4 of the  Plan,  (iii)  extend  the  Option  period  provided  for in
paragraph 6(a) of the Plan, or (iv) extend the expiration  date of this Plan set
forth in paragraph 9 of the Plan.

         8. Compliance With Other Laws and Regulations.  The Plan, the grant and
exercise of Options  thereunder,  and the  obligation of the Company to sell and
deliver shares under such Options shall be subject to all applicable federal and
state laws,  rules and regulations and to such approvals by any  governmental or
regulatory agency or national securities exchange as may be required,  and shall
be further  subject to counsel for the Company with respect to such  compliance.
The  Company  shall not be required  to issue or deliver  any  certificates  for
shares  of  Common  Stock  prior  to  the  completion  of  any  registration  or
qualification  of such  shares  under any  federal or state law or any ruling or
regulation of any  government  body or national  securities  exchange  which the
Company shall,  in its sole  discretion,  determine to be necessary or advisable
and the Company  shall have no  obligation  to effect any such  registration  or
qualification.

         9. Effectiveness and Expiration of Plan. The Plan shall be effective on
the date the Board of Directors of the Company  adopts the Plan.  If the holders
of at least a  majority  of the shares of Common  Stock at the time  outstanding
fail to  approve  the Plan  within  twelve  months  after  the date the Board of
Directors approved the Plan, the Plan shall thereupon  terminate and all Options
previously  granted under the Plan shall  immediately  become null and void. The
Plan shall expire ten years after the effective  date of the Plan and thereafter
no Option shall be granted pursuant to the Plan.

         10.      Liability of Company.  The Company, its parent or any
subsidiary which is in existence or thereafter comes into existence shall not
be liable to an optionee or other persons as to:

                  (a) The  Non-Issuance of Shares.  The  non-issuance or sale of
         shares  as to which the  Company  has been  unable  to obtain  from any
         regulatory  body  having  jurisdiction  the  authority  deemed  by  the
         Company's  counsel to be necessary  to the lawful  issuance and sale of
         any shares hereunder; and

                  (b)   Tax Consequences.  Any tax consequence expected, but not
realized,  by any  optionee  or other  person due to the  exercise of any Option
granted hereunder.


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         11.      Use of Proceeds.  The proceeds received by the Company from
the sale of Common Stock  pursuant to the exercise of Options  granted under the
Plan  shall be added  to the  general  funds  and  used  for  general  corporate
purposes.
         12.      Governing Law.  This Plan shall be interpreted and construed
in accordance with the laws of the State of Oklahoma.

         13.  Incorporated  by Reference.  The Plan hereby granted  includes all
technical  corrections,  modifications,  alterations  and amendments to the Code
applicable  to  incentive  stock option plans  generally,  and all  regulations,
administrative   pronouncements   and   interpretations   thereof   are   hereby
incorporated herein automatically  effective immediately upon the effective date
thereof.  All options granted under the Plan and all Option Agreements  executed
pursuant to the terms of the Plan hereby  incorporate all applicable  provisions
of all  amendments,  revisions,  modifications  and alterations as hereby and as
hereafter adopted to the extent permitted by law.

         IN WITNESS WHEREOF,  and as conclusive  evidence of the adoption of the
foregoing, KBS TECHNOLOGIES,  INC. has caused these presents to be duly executed
in its name and behalf by its proper officers duly authorized, and its corporate
seal to be affixed hereto this 11th day of February, 2000.


                                                          KBS TECHNOLOGIES, INC.


                                                             By /s/ Kipp Slicker
                                                         Kipp Slicker, President

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