ACCIDENT PREVENTION PLUS, INC.

                         NON-QUALIFIED STOCK OPTION PLAN


     1. Purpose. The purpose of the Accident Prevention Plus, Inc. Non-Qualified
Stock Option Plan (the "Plan") is to promote the growth and general prosperity
of Accident Prevention Plus, Inc. (herein called the "Company") and its
subsidiaries by permitting the Company to grant options to purchase shares of
its Common Stock ("Options"), to attract and retain the best available personnel
for positions of substantial responsibility and to provide certain key
employees, independent contractors, technical advisors and directors of the
Company with an additional incentive to contribute to the success of the
Company.


     2. Administration and Operation of the Plan. The Plan shall be administered
by the Compensation Committee of the Board or any committee of the Board
performing similar functions, as appointed from time to time by the Board (the
"Committee"). The Committee shall be constituted so as to permit the Plan to
comply with Rule 16b-3 promulgated by the Securities and Exchange Commission
(the "Commission") under the Securities Exchange Act of 1934, as amended ("Rule
16b-3"). The Plan is intended to qualify and operate pursuant to the provisions
of Rule 16b-3 as in effect at this time or in compliance with any amendments
adopted to that Rule in the future or in compliance with any successor rule
adopted by the Commission.

        The Committee shall administer the Plan, and shall have discretionary
authority to (a) determine the persons to whom Options shall be granted, (b)
determine the quantity of shares to be included in each Option, (c) interpret
the Plan, and (d) promulgate such rules and regulations under the Plan as they
may deem necessary and proper. Decisions made by the Committee within their
discretionary authority shall be final and conclusive as to all parties and
shall not be subject to review.

     3. Eligibility. Upon the terms and conditions hereafter set forth, the
Committee may grant on behalf of the Company, options (the "Options" or,
individually, an "Option") to purchase shares of the Company's common stock to
any key employee, independent contractor, technical advisor or director of the
Company or any of its subsidiaries hereinafter organized or acquired. The
Options shall be substantially in form and substance as set forth in Exhibit A.


     4. Stock to be Optioned. Subject to the provisions of Section 10, the
maximum number of shares which may be optioned and sold under the Plan is Six
Million (6,000,000) shares of $0.001 par value authorized, but unissued, or
reacquired Common Stock of the Company.

     5. Term. The Plan shall become effective upon its adoption by the Company's
Board of Directors and by a majority of the outstanding security holders of the
Company. It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 9.

     6. Option Price. The option price for the Common Stock to be issued under
the Plan may be greater than, less than or equal to the market value of the
stock at the date of grant in the discretion of the Committee.

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     7. Exercise of Option.
        -------------------

        (a) The number of shares optioned to an employee or director shall be
     exercisable in whole or in part at any time during the term of the Option.
     An Option may not be exercised for fractional shares of the stock of the
     Company.

        In the event the Company or the Shareholders of the Company enter into
     an agreement to dispose of all or i substantially all of the assets or
     stock of the Company by means of a sale, reorganization, liquidation or
     otherwise, an Option shall become immediately exercisable with respect to
     the full number of shares subject to that Option, notwithstanding the
     preceding provisions of this Section 7(a), during the period commencing as
     of the date of such agreement and ending when the disposition of assets or
     stock contemplated by the agreement is consummated or the agreement is
     terminated. The Company shall seek to notify Optionees in writing of any
     event which may constitute such sale, reorganization, liquidation or
     otherwise.

        (b) An Option may only be exercised when written notice of such exercise
     has been given to the Company at its principal business office by the
     person entitled to exercise the Option and full payment for the shares with
     respect to which the Option is exercised has been received by the Company.
     The notice shall state the number of shares with respect to which the
     Option is being exercised, shall contain a representation and agreement by
     the Optionee substantially in the form and substance as set forth in the
     investment letter attached hereto as Exhibit B, and shall be signed by the
     Optionee. The Option Price shall be paid in cash, cash equivalents or
     secured notes acceptable to the Committee, by arrangement with a broker
     which is acceptable to the Committee where payment of the Option Price is
     made pursuant to an irrevocable direction to the broker to deliver all or
     part of the proceeds form the sale of the option shares to the Company by
     the surrender of shares of common stock owned by the Optionee exercising
     the Option and having a fair market value on the date of exercise equal to
     the option price, or by the surrender of options to purchase common stock
     having a fair market value on the date of exercise equal to the option
     price or in any combination of the foregoing. Until the issuance of stock
     certificates, no right to vote or receive dividends or any other rights as
     a Shareholder shall exist with respect to the optioned shares
     notwithstanding the exercise of the Option. No adjustment will be made for
     a dividend or other rights for which the record date is prior to the date
     the stock certificate is issued except as provided in Section 10.

        (c) An Option may be exercised by the Optionee only while he is, and has
     continually been since the date of the grant of the Option, an employee,
     independent contractor, technical advisor or director of the Company, its
     subsidiaries, its parent or its successor companies, except that to the
     extent that installments have accrued and remain unexercised on the date of
     the Optionee's death, such Option of the deceased Optionee may be exercised
     within one year after the death of such Optionee, but in no event later
     than five years after the date of grant of such Option, by (and only by)
     the person or persons to whom his rights under such Option shall have
     passed by will or by laws of descent and distribution.

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        (d) An Option may be exercised in accordance with this Section 7 as to
     all or any portion of the shares subject to the Option from time to time,
     but shall not be exercisable with respect to fractions of a share.

     8. Options not Transferable. Options under this Plan may not be sold,
pledged, assigned or transferred in any manner otherwise than by will or the
laws of descent or distribution, and may be exercised during the lifetime of an
Optionee only by such Optionee. Further, no Option shall be pledged or otherwise
encumbered or subject to execution, attachment or similar legal process. Any
attempted assignment, transfer, pledge, hypothecation or similar disposition of
the Option, contrary to the provisions of this Agreement, or the levy of any
execution, attachment or similar process upon the Option, shall void the Option.
Notwithstanding the above, any "derivative security," as such term is defined
under Rule 16b-3, issued under the Plan shall be transferable by the Optionee
only to the extent such transfer is not or would not be prohibited by Rule
16b-3. In addition, the shares of Common Stock acquired upon exercise of Options
granted pursuant to this Plan shall not be transferable by the Optionee until
six months after the date of grant, unless the Committee consents to such
transfer.

     9. Amendment or Termination of the Plan.


        (a) The Committee, with approval by a majority of the outstanding
     security holders and by each Optionee affected by such change, may amend
     the Plan from time to time in such respects as the Committee and the
     Company's security holders may deem advisable.

        (b) The Committee may at any time terminate the Plan. Any such
     termination of the Plan shall not affect Options already granted and such
     Options shall remain in full force and effect as if this Plan had not been
     terminated.

     10. Adjustments Upon Changes In Capitalization. If all or any portion of an
Option is exercised subsequent to any stock dividend, split-up,
recapitalization, combination or exchange of shares, merger, consolidation,
acquisition of property or stock, separation, reorganization or liquidation, as
a result of which shares of any class shall be issued in respect of outstanding
shares of Common Stock or shares of Common Stock shall be changed into the same
or a different number of shares of the same or another class or classes, the
person or persons so exercising such an Option shall receive, for the aggregate
price payable upon such exercise of the Option, the aggregate number and class
of shares which, if shares of Common Stock (as authorized at the date of the
granting of such Option) had been purchased at the date of granting of the
Option for the same aggregate price (on the basis of the price per share
provided in the Option) and had not been disposed of, such person or persons
would be holding at the time of such exercise, as a result of such purchase and
any such stock dividend, split-up, recapitalization, combination or exchange of
shares, merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation; provided, however, that no fractional share shall
be issued upon any such exercise, and the aggregate price paid shall be
appropriately reduced on account of any fractional share not issued. In the
event of any such change in the outstanding Common Stock of the Company, the
aggregate number of and class of shares remaining available under the Plan shall
be that number and class which a person, to whom an Option had been granted for
all of the available shares under the Plan on the date preceding such change,
would be entitled to receive as provided in the first sentence of this Section
10.

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     11. Optionee as Shareholder. An Optionee shall have no rights as a
shareholder of the Company with respect to the shares of the Company' Common
Stock covered by such Option until the date of the issuance of stock
certificate(s) to him. No adjustment will be made for dividends or other rights
with respect to which the record date is prior to the date of such stock
certificate or certificates.

     12. Employment of Optionee. The existence of this Plan shall not impose or
be construed as imposing upon the Company, or any parent or subsidiary of the
Company, any obligation to employ or contract for services with the Optionee for
any period of time, and shall not supersede or in any way increase the
obligations of the Company, or any parent or subsidiary of the Company, under
any employment or other contract now or hereafter existing with any Optionee.

     13. Agreement and Representations of Optionee. As a condition to the
exercise of any portion of an Option, the Company may require the person
exercising such Option to represent and warrant at the time of any such exercise
that the shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required under the Securities Act of 1933
or any other applicable law, regulation or rule of any government agency.

     14. Securities to be Unregistered. The Company shall be under no obligation
to register or assist the Optionee in registering either the Options or the
Common Stock covered by an Option under the federal securities law or any state
securities law, and both the Options and all Common Stock issuable thereunder
shall be "restricted securities" as defined in Rule 144 of the General Rules and
Regulations of the Securities Act of 1933 (the "Act"), and may not be offered
for sale, sold or otherwise transferred except pursuant to an effective
registration statement under the Act, or pursuant to an exemption from
registration under the Act, the availability of which is to be established to
the satisfaction of the Company. Accordingly, all certificates evidencing shares
covered by the Option, and any securities issued and replaced or exchanged
therefor, shall bear a restrictive legend to this effect.


     15. Reservation of Shares of Common Stock. The Company, during the term of
this Plan, will at all times reserve and keep available, and will seek or obtain
from any regulatory body having jurisdiction, any requisite authority in order
to issue and sell such number of shares of its Common Stock as shall be
sufficient to satisfy the requirements of the Plan. Inability of the Company to
obtain from any regulatory body having jurisdiction authority deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any shares
of its stock hereunder, shall relieve the Company of any liability in respect of
the non-issuance or sale of such stock as to which such requisite authority
shall not have been obtained.


     16. Governing Law. This Plan shall be governed and construed in accordance
with the laws of the State of Colorado.


     17. Definitions. As used herein, the following definitions shall apply:


         (a) "Common Stock" shall mean Common Stock, $0.001 par value of the
     Company.

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         (b) "Continuous Employment" shall mean employment without interruption,
     by any one or more of the Company, its subsidiaries and its successor
     companies. Employment shall not be considered interrupted in the case of
     sick leave, military leave or any other leave of absence approved by the
     Company or in the case of transfers between payroll locations of the
     Company or among the Company, its subsidiaries or its successor companies.

         (c) "Internal Revenue Code" shall mean the Internal Revenue Code of
     1986, as amended.

         (d) "Option" shall mean a stock option granted pursuant to the Plan.

         (e) "Plan" shall mean the Nonstatutory Stock Option Plan of the
     Company.

         (f) "Shareholders" shall mean the holders of outstanding shares of the
     Company's Common Stock.

         (h) "Subsidiary" shall mean a "subsidiary corporation" as defined in
     Section 425(f) and (g) of the Internal Revenue Code.

         (i) "Successor Company" means any company which acquires all or
     substantially all of the stock or assets of the Company.

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     IN WITNESS WHEREOF, the Board of Directors has adopted this Plan this 1st
day of January, 1999.


                                     ACCIDENT PREVENTION PLUS, INC.
                                     (The "Company")



                                     By:__________________________________
                                        Steven H. Wahrman, President


     The Shareholders approved this Plan on ___________.


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                                    EXHIBIT A
                                       TO
                         ACCIDENT PREVENTION PLUS, INC.
                         NON-QUALIFIED STOCK OPTION PLAN

                             STOCK OPTION GRANT FORM


     Accident Prevention Plus, Inc. (the "Company") hereby grants to
_________________ the right and option to purchase ____________ shares of the
Common Stock, $0.001 par value, of the Company at the exercise price of
$______________ per share. This Option is granted as of the date set forth below
and shall expire _______ years from such date. This Option is subject to all the
terms and conditions of the Company Non-Qualified Stock Option Plan which are
incorporated herein by this reference, and may not be assigned or transferred
except as provided therein. Further, the recipient of this Option hereby
acknowledges that if the shares of Common Stock acquired upon exercise of this
Option are not held for at least six months from the date of grant, the grant of
the Option will be deemed a purchase that may be matched against any sales of
Company securities occurring within six months of the grant and may create
liability for the recipient pursuant to Section 16(b) of the Securities Exchange
Act of 1934, as amended.



     Dated:______________________, 200_.



                                               ACCIDENT PREVENTION PLUS, INC.
                                                          (the "Company")



                                               By:______________________________
                                                  Steven H. Wahrman, President




     The option represented by this certificate and the shares of common stock
     underlying this option have not been registered under the Securities Act of
     1933 (the "Act") and are "restricted securities" as that term is defined in
     Rule 144 under the Act. Neither the option nor the shares underlying the
     option may be offered for sale, sold or otherwise transferred except
     pursuant to an effective registration statement under the Act, or pursuant
     to an exemption from registration under the Act, the availability of which
     is to be established to the satisfaction of the Company.

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                                    EXHIBIT B
                                       TO
                         ACCIDENT PREVENTION PLUS, INC.
                         NON-QUALIFIED STOCK OPTION PLAN

                              OPTION EXERCISE FORM

Accident Prevention Plus, Inc.

Gentlemen:

     I hereby elect to exercise Options to purchase __________ shares of
Accident Prevention Plus, Inc. (the "Company") Common Stock, $0.001 par value
(the "Securities"), pursuant to the Company's Non-Qualified Stock Option Plan,
dated __________, 2000, and as subsequently amended.

     I acknowledge to the Company that (1) the Securities to be issued to me are
being acquired for investment and not with a view to the distribution thereof,
(2) I will not offer, sell, transfer or otherwise dispose of the Securities
except in a transaction which does not violate the Securities Act of 1933, as
amended (the "Act"), and (3) the Securities are "restricted securities" as that
term is defined in Rule 144 of the General Rules and Regulations under the Act.

     I acknowledge and understand that the Securities are unregistered and must
be held indefinitely unless they are subsequently registered under the Act or an
exemption from such registration is available. I also understand that the
Company is the only person which may register its securities under the Act.
Furthermore, the Company has not made any representations, warranties or
covenants to me regarding the registration of the Securities or compliance with
Regulation A or some other exemption under the Act.

     I further acknowledge that I am fully aware of the applicable limitations
on the resale of the Securities. Rule 144 permits sales of "restricted
securities" upon compliance with certain requirements. If Rule 144 is available
for the resale of the securities, I may resell the Securities only in accordance
with its limitations.

     I further acknowledge that I understand that the Company is subject to the
so called "short swing" profit provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and that if this exercise is
found to be in violation of those provisions, I will be obligated to make
payment to the Company of any profits which I derive as a result of the matching
of sales and purchases within the statutory period. I also understand that if
the shares of Common Stock to be acquired upon exercise of this Option have not
been held for at least six months from the date of grant, the grant of the
Option will be deemed a purchase that may be matched against any sales of
Company securities occurring within six months of the grant and may create
liability for me pursuant to Section 16(b) of the 1934 Act.

     Any and all certificates representing the Securities, and any securities
issued in replacement or exchange therefor, shall bear substantially the
following legend, which I have read and understood.

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             The shares represented by this certificate have not been registered
             under the Securities Act of 1933 (the "Act")) and are "restricted
             securities" as that term is defined in Rule 144 under the Act. The
             shares may not be offered for sale, sold or otherwise transferred
             except pursuant to an effective registration statement under the
             Act, or pursuant to an exemption from registration under the Act,
             the availability of which is to be established to the satisfaction
             of the Company.

     I agree that the Company shall have the right to issue stop transfer
instructions to its transfer agent to bar the transfer except in accordance with
the Act. I acknowledge that the Company has informed me of its intention to
issue such instructions.

     I further agree that the Company shall have the right to take such action
as it deems necessary to make appropriate federal and state withholding payments
on my behalf.

     Dated: ______________________, 200_.

                                        Very truly yours,



                                        --------------------------------------
                                        Optionee

                                        --------------------------------------
                                        (Please print or type name)


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