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                                                                   EXHIBIT 10.17

                            ANALYTICAL SURVEYS, INC.
                         YEAR 2000 STOCK INCENTIVE PLAN


                                    SECTION I
                                  INTRODUCTION

     1.1  Establishment. Analytical Surveys, Inc. hereby establishes the
Analytical Surveys, Inc. Year 2000 Stock Incentive Plan.

     1.2  Purposes. The Plan is provided in order that selected Eligible
Employees of the Company, or any Subsidiary, who are responsible for the conduct
and management of the Company's business or who are involved in endeavors
significant to its success, may be given an inducement to acquire a proprietary
interest in the Company, to gain an added incentive to advance the interests of
the Company and to remain affiliated with the Company.


                                    SECTION 2
                                   DEFINITIONS

     2.1  Definitions. The following terms shall have the meanings set forth
below:

          (a)  "Approved Transaction" has the meaning set forth in Section 5.2.

          (b)  "Award" means an award of Options granted under the Plan.

          (c)  "Award Agreement" means the written document, in such form as is
determined by the Committee from time to time, which reflects the terms and
conditions of an Award to an Eligible Employee.

          (d)  "Board" means the Board of Directors of the Company.

          (e)  "Cause" means, unless otherwise defined in the Award Agreement or
in any employment agreement between the Company and the Eligible Employee:

               (i)  an Eligible Employee's willful or gross misconduct, or
willful or gross negligence, in the performance of his or her duties for the
Employer, after prior written notice of such misconduct or negligence and the
continuance thereof for a period of 30 days after receipt by such Eligible
Employee of such notice;

               (ii) an Eligible Employee's intentional or habitual neglect of
his or her duties for the Employer after prior written notice of such neglect
and the continuance thereof for a period of 30 days after receipt by such
Eligible Employee of such notice; or

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               (iii) an Eligible Employee's theft or misappropriation of funds
or property of the Employer, or the commission of a felony.

          (f)  "Code" means the Internal Revenue Code of 1986, as it may be
amended from time to time.

          (g)  "Committee" means the committee established under Section 3.1.

          (h)  "Company" means Analytical Surveys, Inc., or any successor
thereto.

          (i)  "Effective Date" means the effective date of the Plan, which will
be September 8, 2000.

          (j)  "Eligible Employees" means any employee of the Employer (but
excluding officers of the Employer) whose judgment, initiative, and continued
efforts are expected to contribute to the successful conduct of the business of
the Employer, as determined by the Committee.

          (k)  "Employer" means the Company, any Parent, and any Subsidiary.

          (l)  "Exercise Price" means that price at which an Option may be
exercised.

          (m)  "Fair Market Value" means the officially quoted closing price of
the Stock in the over-the counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ")
for the date in question, or such other system then in use. If there are no
Stock transactions on such date, the Fair Market Value shall be determined as of
the immediately preceding date on which there were Stock transactions. If no
such prices are reported on NASDAQ, then Fair Market Value shall mean the
average of the high and low sale prices for the Stock (or if no sales prices are
reported, the average of the high and low bid prices) as reported on the
principal regional stock exchange, or if not so reported, as reported by NASDAQ
or a quotation system of general circulation to brokers and dealers. In the
event the Stock is not traded in the over-the-counter market, the Fair Market
Value of the Stock on any date shall be determined in good faith by the
Committee after such consultation with outside legal, accounting and other
experts, as the Committee may deem advisable.

          (n)  "Incentive Stock Option" or "ISO" means any Option designated as
such and granted in accordance with the requirements of Code Section 422.

          (o)  "Non-Statutory Option" or "NSO" means any Option other than an
Incentive Stock Option.

          (p)  "Option" means a right to purchase Stock at a stated price (the
Exercise Price) for a specified period of time. As used in this Plan, the term
"Option" will refer both to any Non-Statutory Option and any Incentive Stock
Option.

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          (q)  "Option Period" means that period during which a vested Option
may be exercised.

          (r)  "Parent" means any company during any period in which it is a
parent corporation, as defined in Code Section 424(e), with respect to the
Company.

          (s)  "Plan" means this Analytical Surveys, Inc. Year 2000 Stock
Incentive Plan, as it may be amended from time to time.

          (t)  "Share" or "Shares" means a share or shares of Stock.

          (u)  "Stock" means the common stock of the Company.

          (v)  "Subsidiary" means any company during any period in which it is a
subsidiary corporation, as defined in Code Section 424(f), with respect to the
Company.

     2.2  Gender and Number. Except where otherwise indicated by the context,
the masculine gender also shall include the feminine gender, and the definition
of any term herein in the singular also shall include the plural.


                                    SECTION 3
                               PLAN ADMINISTRATION

     3.1  Committee. The authority to control and manage the operation and
administration of the Plan will be vested in the "Committee" described in this
Section 3.1. The Committee will be appointed by the Board and generally will
consist of one or more members of the Board, or such persons as may be appointed
from time to time by the Board. If a Committee does not exist, or for any other
reason determined by the Board, the Board may take any action under the Plan
that otherwise would be the responsibility of the Committee.

     3.2  Power and Authority of Committee. The Committee's administration of
the Plan will be subject to the following:

          (a)  Subject to the provisions of the Plan, the Committee will have
the authority and discretion to select from among the Eligible Employees those
persons who will receive Awards, to determine the time or times of receipt, to
determine the types of Awards and the number of shares covered by the Awards, to
establish the terms, conditions, performance criteria, restrictions, and other
provisions of such Awards, to accelerate vesting of Awards, to waive compliance
(either generally or in any one or more particular instances) by an Eligible
Employee with the requirements of any rule or regulation with respect to an
Award, subject to the Plan provisions or other applicable requirements; and
(subject to the restrictions imposed by Section 8.2) to cancel or suspend
Awards.

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          (b)  To the extent that the Committee determines that the restrictions
imposed by the Plan preclude the achievement of the material purposes of the
Awards in jurisdictions outside the United States, the Committee will have the
authority and discretion to modify those restrictions as the Committee
determines to be necessary or appropriate to conform to applicable requirements
or practices of jurisdictions outside of the United States.

          (c)  The Committee will have the authority and discretion to interpret
the Plan, to establish, amend, and rescind any rules and regulations relating to
the Plan, to determine the terms and provisions of any Award Agreement made
pursuant to the Plan, to decide all questions and settle all controversies and
disputes which may arise in connection with the Plan, and to make all other
determinations that may be necessary or advisable for the administration of the
Plan.

          (d)  Any interpretation of the Plan by the Committee and any decision
made by it under the Plan will be final and binding on all persons.

          (e)  In controlling and managing the operation and administration of
the Plan, the Committee will take action in a manner that conforms to the
articles and by-laws of the Company, and applicable state corporate law.

     3.3  Delegation by Committee. Except to the extent prohibited by applicable
law or the applicable rules of a stock exchange, the Committee may allocate all
or any portion of its responsibilities and powers to any one or more of its
members and may delegate all or any part of its responsibilities and powers to
any person or persons selected by it. Any such allocation or delegation may be
revoked by the Committee at any time.

     3.4  Indemnification. In addition to any other rights of indemnification,
the Company shall provide indemnification, either directly or indirectly through
insurance policies or otherwise, for directors, Committee members, employees and
former employees against liabilities and expenses they incur with respect to
this Plan in connection with holding such positions, in each case to the fullest
extent permitted by law. Whenever such a person seeks indemnification by the
Company against any liability or expenses incurred in any threatened, pending or
completed proceeding in which such person is a party because he or she holds or
has held any such position, the Company shall proceed diligently and in good
faith to make a determination whether indemnification is permissible in the
circumstances. If indemnification is determined to be permissible, the Company
shall indemnify such persons to the fullest extent permissible, provided that
any indemnification for expenses shall be limited to the amount found to be
reasonable by an evaluation conducted in a manner permitted by applicable law,
and this authorization shall include reimbursement for reasonable expenses
incurred in advance of final disposition of the proceeding. This Section shall
not be interpreted to limit in any manner any indemnification the Company may be
required to pay pursuant to applicable statutes, any court order, or any
contract, resolution or other commitment which is legally valid.

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                                    SECTION 4
                            STOCK SUBJECT TO THE PLAN

     4.1  Number of Shares. 500,000 Shares are authorized for issuance under the
Plan in accordance with the provisions of the Plan. Shares which may be issued
upon the grant or exercise of Awards shall be applied to reduce the maximum
number of Shares remaining available under the Plan. At all times during the
term of the Plan and while any Awards are outstanding, the Company shall retain
as authorized and unissued stock at least the number of Shares from time to time
required under the provisions of the Plan, or otherwise assure itself of its
ability to perform its obligations hereunder. The number of Shares of Stock that
may be issued under Options intended to be treated as ISOs shall not exceed the
maximum number of Shares available for issuance under the Plan, as set forth
above.

     4.2  Unused and Forfeited Stock. Any Shares that are subject to an Award
under this Plan which are not used because the terms and conditions of the Award
are not met, including any Shares that are subject to an Award which expires or
is terminated or canceled for any reason, and any Shares retained by the Company
to satisfy applicable withholding obligations automatically shall become
available for use under the Plan.

     4.3  Tender of Shares of Stock Upon Exercise of Option. If the Exercise
Price of any Option is satisfied by tendering Shares of Stock to the Company,
only that number of Shares issued net of the Shares tendered shall be considered
issued and delivered for purposes of determining the maximum number of Shares
available for issuance under Section 4.1.


                                    SECTION 5
                   CAPITAL CHANGES AND CORPORATE TRANSACTIONS

     5.1  Adjustments for Stock Split, Stock Dividend, Etc.

          (a)  If the Company shall at any time increase or decrease the number
of its outstanding Shares of Stock, or change in any way the rights and
privileges of such Shares by means of the payment of a stock dividend or any
other distribution upon such Shares payable in Stock, or through a stock split,
subdivision, consolidation, combination, reclassification or recapitalization
involving the Stock, then in relation to the Stock that is affected by one or
more of the above events, the numbers, rights and privileges of the following
shall be increased, decreased or changed in like manner as if such Shares had
been issued and outstanding, fully paid and nonassessable at the time of such
occurrence:

                    (i) the shares of Stock as to which Awards may be granted
under the Plan; and

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                    (ii) the Shares of Stock then included in each outstanding
Award granted hereunder.

          (b)  If any adjustment or substitution provided for in this Section
5.1 shall result in the creation of a fractional share under any Award, the
fraction shall be disregarded, and the Company shall have no obligation to make
any cash or other payment with respect to such fractional share.

          (c)  Adjustments under this Section 5.1 shall be made by the
Committee, whose determinations with regard thereto shall be final and binding
upon all parties.

     5.2  Approved Transaction. An "Approved Transaction" will be deemed to
occur if any of the following events occurs:

          (a)  Any "person" (as such term is used in Sections 13(d) and 14(d) of
the 1934 Act) (i) acquires or becomes a "beneficial owner" (as defined in Rule
13d-3 or any successor rule under the 1934 Act), directly or indirectly, of
securities of the Company representing 50% or more of any class of capital stock
that is empowered to vote with respect to the election of a majority of the
directors of the Company ("Voting Securities"), or (ii) acquires or becomes the
beneficial owner of securities of the Company that are currently entitled to
convert into Voting Securities, if the holders upon such conversion would hold
or be the beneficial owner of 50% or more of the outstanding Voting Securities,
or (iii) through the ownership of securities of the Company or by any agreement,
voting trust, proxy, or the like (other than a proxy granted as part of a
solicitation of proxies by management in the context of an annual or special
meeting of stockholders), otherwise has the power to elect a majority of the
directors of the Company.

          (b)  A reorganization, merger or consolidation of the Company or a
statutory exchange of outstanding Voting Securities of the Company, if (i)
approval of the stockholders of the Company is required for such transaction,
and (ii) the holders of the Company's Voting Securities immediately prior to the
transaction receive in the transaction, in their capacities as holders of such
Voting Securities, less than 50% of the outstanding Voting Securities of the
reorganized, merged or consolidated entity, after giving effect to the
transaction.

          (c)  A complete liquidation or dissolution of the Company, or the sale
of all or substantially all of the assets of the Company (in one or a series of
transactions), in either case if approval of the stockholders of the Company is
required for such a transaction.

Notwithstanding the foregoing, the following will not constitute an Approved
Transaction pursuant to this Section:

               (A) any acquisition of beneficial ownership by the Company or a
Subsidiary of the Company; or

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               (B) any acquisition of beneficial ownership by any employee
benefit plan (or related trust) sponsored or maintained by the Company or one or
more of its Subsidiaries.

An Approved Transaction also will not be deemed to occur if (x) the acquisition
of beneficial ownership of the 50% or greater interest referred to in paragraph
(a) is by any Option Holder or by a group, acting in concert, that includes any
Option Holder; (y) a majority of the then combined voting power of the then
outstanding Voting Securities (or voting equity interests) of the surviving
corporation or of any corporation (or other entity) acquiring all or
substantially all of the assets of the Company, immediately after a
reorganization, merger, consolidation, statutory share exchange or disposition
of assets referred to in paragraph (b) or (c), will be beneficially owned,
directly or indirectly, by any Option Holder or by a group, acting in concert,
that includes any Option Holder; or (z) the transaction is a merger or
consolidation with a subsidiary of the Company, or the creation of a holding
company structure where no material change in beneficial ownership occurs, or a
transaction where only the state of incorporation of the Company changes. Any
determination whether an Approved Transaction has occurred will be made by the
Committee in its sole discretion.

     5.3  Accelerated Vesting Upon Approved Transaction. In the event of any
Approved Transaction, notwithstanding any contrary vesting schedule in any Award
Agreement or in the Plan, each outstanding Option held by an Eligible Employee
who is an employee of an Employer shall become 100% vested in full in respect of
the aggregate number of Shares covered thereby on the date of the Approved
Transaction.

     5.4  Accelerated Vesting Upon Reduction in Force. In the event of a
reduction in force initiated by any Employer, including a reduction in force
implemented as a result of an Approved Transaction, notwithstanding any contrary
vesting schedule in any Award Agreement or in the Plan, each outstanding Option
held by an Eligible Employee who is an employee of an Employer and whose
employment is terminated in the reduction in force (excluding terminations for
Cause) shall become 100% vested in full in respect of the aggregate number of
Shares covered thereby on the date of such termination. The Committee will
determine in its sole discretion whether any Eligible Employee's employment is
terminated in a reduction in force under this Section.


                                    SECTION 6
                                     OPTIONS

     6.1  Grant of Options.

          (a)  Grant of Options. An Eligible Employee may be granted one or more
Options. The Committee, in its sole discretion, shall designate whether an
Option is to be considered an ISO or an NSO. The Committee may grant both an ISO
and an NSO to the same Eligible Employee at the same time or at different times.
ISOs and NSOs, whether granted at the

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same or different times, shall be deemed to have been awarded in separate grants
and shall be clearly identified, and in no event shall the exercise of one
Option affect the right to exercise any other Option or affect the number of
Shares for which any other Option may be exercised.

     6.2  Participation. ISOs shall not be granted to any person who is not a
common-law employee of an Employer. Eligible Employees who have been granted
Options may, if otherwise eligible, be granted additional Options.

     6.3  Award Agreements. Each Option granted under the Plan shall be
evidenced by a written Award Agreement which shall be entered into by the
Company and the Eligible Employee to whom the Option is granted, and which shall
contain such terms and conditions as the Committee may consider appropriate in
each case. In the event of any inconsistency between the provisions of the Plan
and any such agreement entered into hereunder, the provisions of the Plan shall
govern.

          (a)  Number of Shares. Each Award Agreement shall state that it covers
a specified number of Shares, as determined by the Committee.

          (b)  Limit on ISOs Granted: Notwithstanding any other provision of the
Plan, for any Eligible Employee, the aggregate Fair Market Value of the Shares
with respect to which an ISO first is exercisable in any calendar year, under
this Plan or any other plan, shall not exceed $100,000. For this purpose, the
Fair Market Value of the Shares shall be determined as of the time the Option is
granted.

          (c)  Exercise Price. The Exercise Price for any Option shall be
determined by the Committee and shall be set forth in the Award Agreement.

               (i)   In no event shall the Exercise Price for each Share covered
by an ISO be less than the Fair Market Value of the Stock on the date the ISO is
granted.

               (ii)  The Exercise Price for each Share covered by an ISO granted
to an Eligible Employee who then owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or any Parent
or Subsidiary must be at least 110% of the Fair Market Value of the Stock on the
date the Option is granted.

               (iii) The Exercise Price for an NSO may be any price, including a
price less than Fair Market Value, in the sole discretion of the Committee, but
in no event shall the Exercise Price be less than 85% of Fair Market Value of
the Stock.

          (d)  Option Period and Vesting of Options. Each Award Agreement shall
state the Option Period and any vesting requirements applicable to the Option.

               (i)   The Option Period must expire, in all cases, not more than
ten years from the date an Award is granted; provided, however, that the Option
Period of an ISO granted

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to an Eligible Employee who then owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company must expire
not more than five years from the date such ISO is granted.

               (ii)  Each Award Agreement also shall state the periods of time,
if any, as determined by the Committee, when incremental portions of each Option
shall vest.

          (e)  Termination of Employment or Other Service, Death, Disability,
Etc. Except as otherwise set forth in the Award Agreement, each Option shall be
subject to the following requirements with respect to the exercise of the Option
upon termination of the employment or other service, or the death or disability
of the Eligible Employee:

               (i)   Termination for Cause. If the employment or other service
of the Eligible Employee is terminated within the Option Period for Cause, as
determined by the Company, the Option (whether or not vested) thereafter shall
be canceled and void for all purposes.

               (ii)  Death. If the Eligible Employee dies during the Option
Period while still employed or while still providing services to the Employer
(or within the three-month period described in (iv) below), the Option may be
exercised by those entitled to do so under the Eligible Employee's will or by
the laws of descent and distribution within twelve (12) months after the
Eligible Employee's death (provided that such exercise must occur within the
Option Period), but not thereafter. In any such case, the Option may be
exercised only as to the Shares as to which the Option had become exercisable on
or before the date of the Eligible Employee's death.

               (iii) Disability. If the Eligible Employee becomes disabled
(within the meaning of Code Section 22(e)) during the Option Period while still
employed or while still providing services to the Employer (or within the
three-month period described in (iv) below), the Option may be exercised within
twelve (12) months after the Eligible Employee's termination of employment or
termination of service due to such disability (provided that such exercise must
occur within the Option Period), but not thereafter. In any such case, the
Option may be exercised only as to the Shares as to which the Option had become
exercisable on or before the date of the Eligible Employee's disability.

               (iv)  Other Terminations. If the employment of, or services
provided by, the Eligible Employee with the Employer is terminated within the
Option Period for any reason other than Cause, disability, or the Eligible
Employee's death, the Option may be exercised by the Eligible Employee within
six (6) months after the date of such termination (provided that such exercise
must occur within the Option Period), but not thereafter; provided, however,
that in the case of an ISO, the ISO must be exercised within three (3) months
after the date of such termination. In any such case, the Option may be
exercised only as to the Shares as to which the Option had become exercisable on
or before the date of termination of employment or termination of services.

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          (f)  Exercise, Payments, Etc.

               (i)   Except as otherwise provided in the Award Agreement, an
Option shall be exercised by delivery to the Corporate Secretary of the Company
of written notice specifying the particular Option (or portion thereof) which is
being exercised, the number of Shares with respect to which such Option is
exercised and including payment of the Exercise Price. Such notice shall be in a
form satisfactory to the Committee. The exercise of the Option shall be deemed
effective upon receipt of such notice by the Corporate Secretary and payment to
the Company of the Exercise Price.

               (ii)  The purchase of such Stock shall take place at the
principal offices of the Company upon delivery of such notice, at which time the
purchase price of the Stock shall be paid in full by any of the methods or any
combination of the methods set forth in (iii) below. A properly executed
certificate or certificates representing the Stock shall be issued by the
Company and delivered to the Eligible Employee.

               (iii) The Exercise Price shall be paid by any of the following
methods or any combination of the following methods:

                         (A) in cash;

                         (B) by cashier's check payable to the order of the
Company;

                         (C) if approved by the Committee, by delivery to the
Company of certificates representing the number of Shares then owned by the
Eligible Employee, the Fair Market Value of which equals the purchase price of
the Stock purchased pursuant to the Option, properly endorsed for transfer to
the Company; provided however, that Shares used for this purpose must have been
held by the Eligible Employee for such minimum period of time as may be
established from time to time by the Committee. The Fair Market Value of any
Shares delivered in payment of the purchase price upon exercise of the Option
shall be the Fair Market Value as of the exercise date and the exercise date
shall be the day of the delivery of the certificates for the Stock used as
payment of the Exercise Price.

          (g)  Date of Grant. An Option shall be considered as having been
granted on the date specified in the grant resolution of the Committee.

          (h)  Bonuses. The Committee, in conjunction with any NSO granted under
this Plan, may grant a cash bonus to any Eligible Employee to pay in whole or in
part for any portion of the exercise price or any tax liability incurred by the
exercise of an Options. The amount of any bonus and the time of payment shall be
determined in the sole discretion of the Committee and may be included in any
Award Agreement in conjunction with which a bonus is to be granted.


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     6.4  Stockholder Privileges. Prior to the exercise of the Option and the
transfer of Shares to the Eligible Employee, an Eligible Employee shall have no
rights as a stockholder with respect to any Shares subject to any Option granted
to such person under this Plan, and until the Eligible Employee becomes the
holder of record of such Stock, no adjustments shall be made for dividends or
other distributions or other rights as to which there is a record date preceding
the date such Eligible Employee becomes the holder of record of such Stock,
except as provided in Section 5.1.

     6.5  Settlement of Award. Shares of Stock delivered pursuant to the
exercise of an Option will be subject to such conditions, restrictions and
contingencies as the Committee may establish in the applicable Award Agreement.
The Committee, in its discretion, may impose such conditions, restrictions and
contingencies with respect to shares of Stock acquired pursuant to the exercise
of an Option as the Committee determines to be desirable.


                                    SECTION 7
                          OPERATION AND ADMINISTRATION

     7.1  Employment. Nothing contained in the Plan or in any Award shall confer
upon any Eligible Employee any right with respect to the continuation of his or
her employment by, or other services with, the Employer, or interfere in any way
with the right of the Employer, subject to the terms of any separate employment
agreement to the contrary, at any time to terminate such employment or service,
or to increase or decrease the compensation of such Employee from the rate in
existence at the time of the grant of an Award.

     7.2  Leaves of Absence. Whether an authorized leave of absence, or absence
in military or government service, shall constitute a termination of employment
or service shall be determined by the Committee at the time.

     7.3  Transfers of Awards. Except as otherwise provided in the Award
Agreement, or as the Committee shall determine from time to time, no right or
interest of any Eligible Employee in an Award granted pursuant to the Plan shall
be assignable or transferable during the lifetime of the Eligible Employee,
either voluntarily or involuntarily, or be subjected to any lien, directly or
indirectly, by operation of law, or otherwise, including execution, levy,
garnishment, attachment, pledge or bankruptcy. In the event of an Eligible
Employee's death, an Eligible Employee's rights and interests in Awards shall,
to the extent provided in this Plan, be transferable by testamentary will or the
laws of decent and distribution. In the opinion of the Committee, if an Eligible
Employee is disabled from caring for his or her affairs because of mental
condition, physical condition or age, such Eligible Employee's Awards shall be
exercised by such person's guardian, conservator or other legal personal
representative upon furnishing the Committee with evidence satisfactory to the
Committee of such status.


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     7.4  Withholding Requirements.

          (a)  Generally. The Company's obligations to deliver Shares upon the
exercise of an Option shall be subject to the Eligible Employee's satisfaction
of all applicable federal, state and local income and other tax withholding
requirements.

          (b)  Withholding With Stock. At the time an Option is exercised by the
Eligible Employee, the Committee, in its sole discretion, may permit the
Eligible Employee to pay all such amounts of tax withholding, or any part
thereof, by transferring to the Company, or directing the Company to withhold
from Shares otherwise issuable to such Eligible Employee, Shares having a value
equal to the amount required to be withheld or such lesser amount as may be
determined by the Committee at such time. The value of Shares to be withheld
shall be based on the Fair Market Value of the Stock on the date that the amount
of tax to be withheld is to be determined.

     7.5  Investment Representations. The Company may require any person to whom
an Award is granted, as a condition of exercising such Award, to give written
assurances, in the substance and form satisfactory to the Company and its
counsel, to the effect that such person is acquiring the Stock subject to the
Award for his own account for investment and not with any present intention of
selling or otherwise distributing the same, and to such other effects as the
Company deems necessary or appropriate in order to comply with federal and
applicable state securities laws. Legends evidencing such restrictions may be
placed on the certificates evidencing the Stock.

     7.6  Compliance with Securities Laws. Each Award shall be subject to the
requirement that, if at any time counsel to the Company shall determine that the
listing, registration or qualification of the Shares subject to such Award upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental or regulatory body, is necessary as a condition of,
or in connection with, the issuance or purchase of Shares thereunder, such Award
may not be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained on
conditions acceptable to the Committee. Nothing herein shall be deemed to
require the Company to apply for or to obtain such listing, registration or
qualification.

     7.7  Stock Restriction Agreement. The Committee may provide that shares of
Stock issuable upon the exercise or grant of an Award shall, under certain
conditions, be subject to restrictions whereby the Company has a right of first
refusal with respect to such shares or a right or obligation to repurchase all
or a portion of such shares, which restrictions may survive an Eligible
Employee's term of employment or service with the Company.

     7.8  Other Employee Benefits. The amount of any compensation deemed to be
received by an Eligible Employee as a result of the exercise or grant of an
Award shall not constitute "earnings" with respect to which any other employee
benefits of such Eligible


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Employee are determined, including without limitation benefits under any
pension, profit sharing, life insurance or salary continuation plan.


                                    SECTION 8
                  PLAN AMENDMENT, MODIFICATION AND TERMINATION

     8.1  Termination and Amendment of Plan. The Board may at any time
terminate, and from time-to-time may amend or modify, the Plan; provided,
however, that no amendment or modification may become effective without approval
of the amendment or modification by the stockholders if stockholder approval is
required to enable the Plan to satisfy any applicable statutory or regulatory
requirements, or if the Company, on the advice of counsel, determines that
stockholder approval otherwise is necessary or desirable.

     8.2  No Effect on Outstanding Awards. No termination, amendment, or
modification shall adversely affect the rights and obligations with respect to
Awards outstanding under the Plan, without the consent of the Eligible Employee
holding such Award.

     8.3  Duration of Plan. If not sooner terminated under Section 8.1, the Plan
shall fully cease and expire at midnight on the date that is ten years from the
Effective Date of the Plan. Options outstanding at the time of the Plan
termination may continue to be exercised in accordance with their terms.


                                    SECTION 9
                               REQUIREMENTS OF LAW

     9.1  Federal Securities Law Requirements. With respect to persons subject
to Section 16 of the 1934 Act, transactions under this Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its successors under the
1934 Act. To the extent any provision of the Plan or action by the Committee
fails to so comply, it shall be deemed null and void, to the extent permitted by
law and deemed advisable by the Committee.

     9.2  Governing Law. The Plan and all Award Agreements hereunder shall be
construed in accordance with and governed by the laws of the State of Colorado.


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