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                            CAMBRIDGE HOLDINGS, LTD.

                            2000 STOCK INCENTIVE PLAN


     This 2000 Stock Incentive Plan (the "Plan") is adopted in consideration for
services rendered and to be rendered to Cambridge Holdings, Ltd. and related
companies.

     1.   DEFINITIONS.

     The terms used in this Plan shall, unless otherwise indicated or required
by the particular context, have the following meanings:

          BOARD: The Board of Directors of Cambridge Holdings, Ltd.

          CHANGE IN CONTROL: (i) The acquisition, directly or indirectly, by any
person or group (within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934) of the beneficial ownership of more than fifty percent of
the outstanding securities of the Company, (ii) a merger or consolidation in
which the Company is not the surviving entity, except for a transaction the
principal purpose of which is to change the state in which the Company is
incorporated, (iii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company, (iv) a complete liquidation or
dissolution of the Company, or (v) any reverse merger in which the Company is
the surviving entity but in which securities possessing more than fifty percent
of the total combined voting power of the Company's outstanding securities are
transferred to a person or persons different from the persons holding those
securities immediately prior to such merger.

          CODE: The Internal Revenue Code of 1986, as amended.

          COMMON STOCK: The Common Stock of Cambridge Holdings, Ltd.

          COMPANY: Cambridge Holdings, Ltd., a corporation incorporated under
the laws of Colorado, and any successors in interest by merger, operation of
law, assignment or purchase of all or substantially all of the property, assets
or business of the Company.

          CONSULTANT: A Consultant is any person, including any advisor, engaged
by the Company or any Related Company to render consulting services and may
include members of the Board.

          CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT: The employment by, or
relationship as a Consultant with, the Company or any Related Company is not
interrupted or terminated. The Board, at its sole discretion, may determine
whether Continuous Status as an Employee or Consultant shall be considered
interrupted due to personal or other mitigating circumstances.

          DATE OF GRANT: The date on which an Option is granted under the Plan.

          EMPLOYEE: An Employee is an employee of the Company or any Related
Company.

          EXERCISE PRICE: The price per share of Common Stock payable upon
exercise of an Option.
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          FAIR MARKET VALUE: The Fair Market Value of the Option Shares. Such
Fair Market Value shall be determined, in good faith, by the Option Committee
after such consultation with outside legal, accounting and other experts as the
Option Committee may deem advisable, and the Option Committee shall maintain a
written record of its method of determining such value.

          INCENTIVE STOCK OPTIONS ("ISOs"): "Incentive Stock Options" as that
term is defined in Section 422 of the Code.

          NON-INCENTIVE STOCK OPTIONS ("NON-ISOs"): Options which are not
intended to qualify as "Incentive Stock Options" under Section 422 of the Code.

          OFFEREE: An Employee or Consultant to whom a Right to Purchase has
been offered or who has acquired Restricted Stock under the Plan.

          OPTION: The rights granted to an Employee or Consultant to purchase
Common Stock pursuant to the terms and conditions of an Option Agreement.

          OPTION AGREEMENT: The written agreement (and any amendment or
supplement thereto) between the Company and an Employee or Consultant
designating the terms and conditions of an Option.

          OPTION COMMITTEE: The Plan shall be administered by the Option
Committee which shall consist of the Board or a committee of the Board as the
Board may from time to time designate composed of not less than two members of
the Board who are not employees of the Company or a Related Company.

          OPTION SHARES: The shares of Common Stock underlying an Option granted
to an Employee or Consultant.

          OPTIONEE: An Employee or Consultant who has been granted an Option.

          PARTICIPANT: An Employee or Consultant who holds an Option, a Right to
Purchase or Restricted Stock under the Plan.

          PURCHASE PRICE: The Purchase Price per share of Restricted Stock
payable upon acceptance of a Right to Purchase.

          RELATED COMPANY: Any subsidiary of the Company and any other business
venture in which the Company has a significant interest as determined in the
discretion of the Option Committee.

          RESTRICTED STOCK: The shares of Common Stock issued pursuant to
Section 15, subject to any restrictions and conditions as are established
pursuant to such Section 15.

          RIGHT TO PURCHASE: A right to purchase Restricted Stock granted to an
Offeree pursuant to Section 15 hereof.

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     2.   PURPOSE AND SCOPE.

          (a)  The purpose of this Plan is to advance the interests of the
Company and its stockholders by affording Employees and Consultants an
opportunity for investment in the Company and the incentive advantages inherent
in stock ownership in this Company.

          (b)  This Plan authorizes the Option Committee to grant Options to
purchase shares of Common Stock to Employees and Consultants selected by the
Option Committee while considering criteria such as employment position or other
relationship with the Company, duties and responsibilities, ability,
productivity, length of service or association, morale, interest in the Company,
recommendations by supervisors, and other matters.

     3.   ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Option Committee. The Option Committee shall have the authority granted to it
under this section and under each other section of the Plan.

          In accordance with and subject to the provisions of the Plan, the
Option Committee shall select the Optionees and Offerees, shall determine (i)
the number of shares of Common Stock to be subject to each Option and Right to
Purchase, (ii) the time at which each Option or Right to Purchase is to be
granted, (iii) whether an Option or Right to Purchase shall be granted in
exchange for the cancellation and termination of a previously granted option or
options under the Plan or otherwise, (iv) the Exercise Price for the Option
Shares, (v) the Purchase Price of Restricted Stock, (vi) the option period, and
(vii) the manner in which the Option becomes exercisable. In addition, the
Option Committee shall fix such other terms of each Option and Right to Purchase
as the Option Committee may deem necessary or desirable. The Option Committee
shall determine the form of Option Agreement to evidence each Option and the
form of Stock Purchase Agreement to evidence each Right to Purchase.

          The Option Committee from time to time may adopt such rules and
regulations for carrying out the purposes of the Plan as it may deem proper and
in the best interests of the Company. The Option Committee shall keep minutes of
its meetings and those minutes shall be distributed to every member of the
Board.

          All actions taken and all interpretations and determinations made by
the Option Committee in good faith (including determinations of Fair Market
Value) shall be final and binding upon all Employees, Consultants, the Company
and all other interested persons. No member of the Option Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan, and all members of the Option Committee shall,
in addition to rights they may have if Directors of the Company, be fully
protected by the Company with respect to any such action, determination or
interpretation.

     4.   THE COMMON STOCK. The Board is authorized to appropriate, issue and
sell for the purposes of the Plan, and the Option Committee is authorized to
grant Options and Rights to Purchase with respect to, a total number, not in
excess of 500,000 shares of Common Stock, either treasury or authorized but
unissued, or the number and kind of shares of stock or other securities which in
accordance with Section 16 shall be substituted for the 500,000 shares or into
which such 500,000 shares shall be adjusted. All or any unsold shares subject to
an Option or Right to Purchase that for any reason expires or otherwise
terminates may again be made subject to Options or Rights to Purchase under the
Plan. No person may be granted Options or Rights to Purchase under this Plan
covering in excess of an

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aggregate of 250,000 Option Shares and shares of Restricted Stock in any
calendar year, subject to adjustments in connection with Section 16.

     5.   ELIGIBILITY. Options which are intended to qualify as ISOs will be
granted only to Employees. Employees and Consultants may hold more than one
Option under the Plan and may hold Options under the Plan and options granted
pursuant to other plans or otherwise, and may hold Rights to Purchase under the
Plan.

     6.   OPTION PRICE. The Exercise Price for the Option Shares shall be
established by the Option Committee or shall be determined by a method
established by the Option Committee; provided that the Exercise Price to be paid
by Optionees for the Option Shares that are intended to qualify as ISOs, shall
not be less than 100 percent of the Fair Market Value of the Option Shares on
the Date of Grant, or the date on which the Optionee is hired or promoted (or
similar event), if the Date of Grant occurs not more than 90 days after the date
of such hiring, promotion or other event.

     7.   DURATION AND EXERCISE OF OPTIONS.

          (a)  The option period shall commence on the Date of Grant and shall
be as set by the Option Committee, but not to exceed 10 years in length. Except
as otherwise provided herein or as determined by the Option Committee, no Option
shall be exercised for the period of six months following the Date of Grant;
provided, however, that this limitation shall not apply to the exercise of an
Option pursuant to the terms of the relevant Option Agreement upon the
Optionee's death.

          (b)  During the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee; provided, that in the event of the legal
disability of an Optionee, the guardian or personal representative of the
Optionee may exercise the Option. However, if the Option is an ISO it may be
exercised by the guardian or personal representative of the Optionee only if
such guardian or personal representative obtains a ruling from the Internal
Revenue Service or an opinion of counsel to the effect that neither the grant
nor the exercise of such power is violative of the Code. Any opinion of counsel
must be both from counsel and in a form acceptable to the Option Committee.

          (c)  The Option Committee may determine whether any Option shall be
exercisable in installments only; if the Option Committee determines that an
Option shall be exercisable in installments, it shall determine the number of
installments and the percentage of the Option exercisable at each installment
date. All such installments shall be cumulative.

          (d)  In the event an Optionee's Continuous Status as an Employee or
Consultant terminates for any reason, any Option held by the Optionee on the
date of termination may be exercised within 90 days after the date of
termination, but only to the extent that the Option was exercisable according to
its terms on the date of termination. After such 90-day period, any unexercised
portion of an Option shall expire.

          (e)  Each Option shall be exercised in whole or in part by delivering
to the office of the Treasurer of the Company written notice of the number of
shares with respect to which the Option is to be exercised and by paying in full
the Exercise Price for the Option Shares purchased as set forth in Section 8;
provided, that an Option may not be exercised in part unless the Exercise Price
for the Option Shares purchased is at least $5,000.

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          (f)  No Option may be exercised until the Plan is approved by the
shareholders of the Company as provided in Section 17 below.

     8.   PAYMENT FOR OPTION SHARES. If the Exercise Price of the Option Shares
purchased by any Optionee at one time exceeds $5,000, the Option Committee may
permit all or part of the Exercise Price for the Option Shares to be paid by
delivery to the Company for cancellation shares of the Company's Common Stock
previously owned by the Optionee with a Fair Market Value as of the date of
payment equal to the portion of the Exercise Price for the Option Shares that
the Optionee does not pay in cash. In the case of all other Option exercises,
the Exercise Price shall be paid in cash or check upon exercise of the Option,
except that the Option Committee may permit an Optionee to elect to pay the
Exercise Price upon the exercise of an Option by authorizing a third party to
sell some or all of the Option Shares acquired upon exercise of an Option and
remit to the Company a sufficient portion of the sale proceeds to pay the entire
Exercise Price and any tax withholding resulting from such exercise.

     9.   RELATIONSHIP TO EMPLOYMENT OR POSITION. Nothing contained in the Plan,
or in any Option or Right to Purchase granted pursuant to the Plan, shall confer
upon any Participant any right with respect to continuance of employment by the
Company, as an Employee or as a Consultant or interfere in any way with the
right of the Company to terminate the Participant's employment as an Employee or
position as a Consultant, at any time.

     10.  NONTRANSFERABILITY OF OPTION. Except as otherwise provided by the
Option Committee, no Option granted under the Plan shall be transferable by the
Optionee, either voluntarily or involuntarily, except by will or the laws of
descent and distribution.

     11.  RIGHTS AS A STOCKHOLDER. No person shall have any rights as a
shareholder with respect to any share covered by an Option until that person
shall become the holder of record of such share and, except as provided in
Section 16, no adjustments shall be made for dividends or other distributions or
other rights as to which there is an earlier record date.

     12.  SECURITIES LAWS REQUIREMENTS. No Option Shares shall be issued unless
and until, in the opinion of the Company, any applicable registration
requirements of the Securities Act of 1933, as amended, any applicable listing
requirements of any securities exchange on which stock of the same class is then
listed, and any other requirements of law or of any regulatory bodies having
jurisdiction over such issuance and delivery, have been fully complied with.
Each Option and each Option Share certificate may be imprinted with legends
reflecting federal and state securities laws, restrictions and conditions, and
the Company may comply therewith and issue "stop transfer" instructions to its
transfer agent and registrar in good faith without liability.

     13.  DISPOSITION OF SHARES. Each Optionee, as a condition of exercise,
shall represent, warrant and agree, in a form of written certificate approved by
the Company, as follows: (a) that all Option Shares are being acquired solely
for his own account and not on behalf of any other person or entity; and (b)
that no Option Shares will be sold or otherwise distributed in violation of the
Securities Act of 1933, as amended, or any other applicable federal or state
securities laws.

     14.  TEN PERCENT SHAREHOLDER RULE. With respect to ISO's, no Option may be
granted to an Employee who, at the time the Option is granted, owns stock
possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company, unless at the time the Option is granted the
purchase price for the Option Shares is at least 110 percent of the Fair Market
Value of the

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Option Shares on the Date of Grant and such Option by its terms is not
exercisable after the expiration of five years from the Date of Grant.

     15.  RIGHTS TO PURCHASE

          15.1 NATURE OF RIGHT TO PURCHASE. A Right to Purchase granted to an
Offeree entitles the Offeree to purchase, for a Purchase Price determined by the
Option Committee, shares of Common Stock subject to such terms, restrictions and
conditions as the Option Committee may determine at the time of grant
("Restricted Stock"). Such conditions may include, but are not limited to,
continued employment or the achievement of specified performance goals or
objectives.

          15.2 ACCEPTANCE OF RIGHT TO PURCHASE. An Offeree shall have no rights
with respect to the Restricted Stock subject to a Right to Purchase unless the
Offeree shall have accepted the Right to Purchase within ten days (or such
longer or shorter period as the Option Committee may specify) following the
grant of the Right to Purchase by making payment of the full Purchase Price to
the Company in the manner set forth in Section 15.3 hereof and by executing and
delivering to the Company a Stock Purchase Agreement. Each Stock Purchase
Agreement shall be in such form, and shall set forth the Purchase Price and such
other terms, conditions and restrictions of the Restricted Stock, not
inconsistent with the provisions of this Plan, as the Option Committee shall,
from time to time, deem desirable. Each Stock Purchase Agreement may be
different from each other Stock Purchase Agreement.

          15.3 PAYMENT OF PURCHASE PRICE. Subject to any legal restrictions,
payment of the Purchase Price upon acceptance of a Right to Purchase Restricted
Stock may be made, in the discretion of the Option Committee, by (a) cash; (b)
check; (c) the surrender of shares of Common Stock owned by the Offeree that
have been held by the Offeree for at least six months, which surrendered shares
shall be valued at Fair Market Value as of the date of such exercise; (d) any
combination of the foregoing methods of payment or any other consideration or
method of payment as shall be permitted by applicable corporate law.

          15.4 RIGHTS AS A SHAREHOLDER. Upon complying with the provisions of
Section 15.2 hereof, an Offeree shall have the rights of a shareholder with
respect to the Restricted Stock purchased pursuant to the Right to Purchase,
including voting and dividend rights, subject to the terms, restrictions and
conditions as are set forth in the Stock Purchase Agreement. Unless the Option
Committee shall determine otherwise, certificates evidencing shares of
Restricted Stock shall remain in the possession of the Company in accordance
with the terms of the Stock Purchase Agreement.

          15.5 RESTRICTIONS. Shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered or disposed of except as
specifically provided in the Stock Purchase Agreement or by the Option
Committee. In the event a Participant's Continuous Service as an Employee or
Consultant terminates for any reason, the Stock Purchase Agreement may provide,
in the discretion of the Option Committee, that the Company shall have the
right, exercisable at the discretion of the Option Committee, to repurchase any
shares of Restricted Stock, on such terms as may be provided in the Stock
Purchase Agreement.

          15.6 VESTING OF RESTRICTED STOCK. The Stock Purchase Agreement may
provide, in the discretion of the Option Committee, standards for vesting of the
Restricted Stock, including dates, performance goals, or other conditions.

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          15.7 DIVIDENDS. If payment for shares of Restricted Stock is made by
promissory note, any cash dividends paid with respect to the Restricted Stock
may be applied, in the discretion of the Option Committee, to repayment of such
note.

          15.8 NON-ASSIGNABILITY OF RIGHTS. No Right to Purchase shall be
assignable or transferable except by will or the laws of descent and
distribution or as otherwise provided by the Option Committee.

     16.  CHANGE IN STOCK, ADJUSTMENTS, ETC. In the event that each of the
outstanding shares of Common Stock (other than shares held by dissenting
shareholders which are not changed or exchanged) should be changed into, or
exchanged for, a different number or kind of shares of stock or other securities
of the Company, or, if further changes or exchanges of any stock or other
securities into which the Common Stock shall have been changed, or for which it
shall have been exchanged, shall be made (whether by reason of merger,
consolidation, reorganization, recapitalization, stock dividends,
reclassification, split-up, combination of shares or otherwise), then
appropriate adjustment shall be made by the Option Committee to the aggregate
number and kind of shares subject to this Plan, and the number and kind of
shares and the price per share subject to outstanding Options and Rights to
Purchase as provided in the respective Option Agreements and Stock Purchase
Agreements in order to preserve, as nearly as practical, but not to increase,
the benefits to Participants.

     17.  EFFECTIVE DATE OF PLAN; TERMINATION DATE OF PLAN. Subject to the
approval of the Plan by the affirmative vote of the holders of a majority of the
Company's securities entitled to vote and represented at a meeting duly held in
accordance with applicable law, the Plan shall be deemed effective September 18,
2000. The Plan shall terminate at midnight on September 17, 2010, except as to
Options previously granted and outstanding under the Plan at that time. No
Options or Rights to Purchase shall be granted after the date on which the Plan
terminates. The Plan may be abandoned or terminated at any earlier time by the
Board, except with respect to any Options or Rights to Purchase then outstanding
under the Plan.

     18.  WITHHOLDING TAXES. The Company, or any Related Company, may take such
steps as it may deem necessary or appropriate for the withholding of any taxes
which the Company, or any Related Company, is required by any law or regulation
or any governmental authority, whether federal, state or local, domestic or
foreign, to withhold in connection with any Option or Right to Purchase
including, but not limited to, the withholding of all or any portion of any
payment or the withholding of issuance of Option Shares or Restricted Stock to
be issued upon the exercise of any Option.

     19.  CHANGE IN CONTROL.

          In the event of a Change in Control of the Company, (a) the Option
Committee, in its discretion, may, at any time an Option or Right to Purchase is
granted, or at any time thereafter, accelerate the time period relating to the
exercise or realization of any Options, Rights to Purchase and Restricted Stock
and (b) with respect to Options and Rights to Purchase, the Option Committee in
its discretion may, at any time an Option or Right to Purchase is granted, or at
any time thereafter, take one or more of the following actions: (i) provide for
the purchase of each Option or Right to Purchase for an amount of cash or other
property that could have been received upon the exercise of the Option or Right
to Purchase had the Option been currently exercisable, (ii) adjust the terms of
the Options and Rights to Purchase in a manner determined by the Option
Committee to reflect the Change in Control, (iii) cause the Options and Rights
to Purchase to be assumed, or new rights substituted therefor, by another
entity, through the continuance of the Plan and the assumption of outstanding
Options and Rights to Purchase,

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or the substitution for such Options and Rights to Purchase of new options and
new rights to purchase of comparable value covering shares of a successor
corporation, with appropriate adjustments as to the number and kind of shares
and exercise prices, in which event the Plan and such Options and Rights to
Purchase, or the new options and rights to purchase substituted therefor, shall
continue in the manner and under the terms so provided or (iv) make such other
provision as the Committee may consider equitable. If the Option Committee does
not take any of the foregoing actions, all Options and Rights to Purchase shall
terminate upon the consummation of the Change in Control and the Option
Committee shall cause written notice of the proposed transaction to be given to
all Participants not less than fifteen days prior to the anticipated effective
date of the proposed transaction.

     20.  AMENDMENT.

          (a)  The Board may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which would impair the
right of a Participant under an outstanding Option Agreement or Stock Purchase
Agreement. 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.

          (b)  The Committee may amend the terms of any Option or Right to
Purchase theretofore granted, prospectively or retroactively, but no such
amendment shall impair the rights of any Participant without the Participant's
consent.

          (c)  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 Options and Rights to Purchase
which qualify for beneficial treatment under such rules without shareholder
approval.

     21.  OTHER PROVISIONS.

          (a)  The use of a masculine gender in the Plan shall also include
within its meaning the feminine, and the singular may include the plural, and
the plural may include the singular, unless the context clearly indicates to the
contrary.

          (b)  Any expenses of administering the Plan shall be borne by the
Company.

          (c)  This Plan shall be construed to be in addition to any and all
other compensation plans or programs. Neither the adoption of the Plan by the
Board nor the submission of the Plan to the shareholders of the Company for
approval shall be construed as creating any limitations on the power or
authority of the Board to adopt such other additional incentive or other
compensation arrangements as the Board may deem necessary or desirable.

          (d)  The validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and the rights of any and
all personnel having or claiming to have an interest therein or thereunder shall
be governed by and determined exclusively and solely in accordance with the laws
of the State of Colorado.

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