10.2




                         TRANSAX INTERNATIONAL LIMITED

                       2004 INCENTIVE STOCK OPTION PLAN

                                   SECTION 1
                                 INTRODUCTION

1.1    Establishment. Transax International Limited (the "Company"), a Colorado
corporation,  hereby  establishes  the Transax International Limited 2004 Stock
Option  Plan  (the "Plan") for employees,  consultants,  directors,  and  other
persons associated  with  the  Company  whom  the  Board wishes to incentivise.
Transax  International Limited, together with its affiliated  corporations,  as
defined in  Section  2.1  hereafter,  are  referred to as the "Company", except
where the context otherwise requires.

1.2    Purposes.    The purposes of this Plan are to (i) attract and retain the
best  available personnel for positions of responsibility  within  the  Company
(ii) provide  incentives to employees, officers, and management of the Company,
(iii) provide Directors,  Consultants  and  Advisors  of  the  Company  with an
opportunity to acquire a proprietary interest in the Company to encourage their
continued  provision  of  services  to the Company, and to provide such persons
with incentives and rewards for superior  performance  more  directly linked to
the profitability of the Company's business and increases in shareholder value,
and  (iv)  generally to promote the success of the Company's business  and  the
interests of  the  Company  and  all  of its stockholders, through the grant of
options to purchase shares of the Company's Common Stock.

       Incentive  benefits granted hereunder  may  be  either  Incentive  Stock
Options, Non-qualified  Stock  Options, stock awards, Restricted Shares or cash
awards.  The types of options or  other  incentives granted shall be determined
by  the board or the Compensation Committee  and  reflected  in  the  terms  of
written agreements.


                                    SECTION 2
                                  DEFINITIONS

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

"Affiliated Corporation" means any corporation or other entity  (including, but
not  limited  to,  a  partnership) that is affiliated with the Company  through
stock ownership or otherwise.

"Board" means the Board of Directors of the Company.

"Common  stock" means the  USD  0.00001  par  value  common  stock  of  Transax
International Limited.

"Code" means  the  Internal  Revenue  Code  of the USA or the Income Tax Act of
Canada,  as it may be amended form time to time,  and  as  appropriate  to  the
context and as applies to the Eligible Participant.

"Effective  Date"  means the effective date of the Plan, which will be December
1, 2004.

"Eligible Participants" means any employees (including, without limitation, all
officers), directors,  consultants  and any other persons whom the Board wishes
to incentivise to contribute to the fortunes  of  the  Company and permitted by
law or policy to receive options.

"Fair  Value" means the value of a Share of Stock as determined  by  the  Stock
Option Committee  acting in good faith and in its sole discretion in accordance
with this Agreement.   Notwithstanding  the  above,  if  the  Stock is actively
traded in an established stock or quotation market, "Fair Value"  will mean the
officially  quoted  closing  price  of  the Stock on such exchange (a "National
Exchange") on a particular date selected  by  the  Stock  Option  Committee  in
establishing the purchase price of Shares of the Option.

"Incentive  Stock Option" means An Option as described in Section 9 hereinbelow
intended to qualify  under  section  422  of the United States Internal Revenue
Code of 1986, as amended

"Stock  Option  Committee" means the Compensation  Committee  of  the  Company,
unless the Board  strikes  a  separate  committee,  and  in  the  absence of an
empowered committee shall mean the Board.

"Non-Statutory  Option"  means  an Option granted under this Plan in accordance
with the requirements of the Code, as amended from time to time.

"Option" means a right to purchase Stock of the Company granted under this Plan
at a stated price for a specified period of time.

"Option Price" means the price at  which  shares  of Stock subject to an Option
may  be  purchased,  determined  in  accordance  with  this  Agreement  and  as
established  by  the  Stock  Option  Committee  and contracted  by  the  Option
contract.

"Option Holder" means an Eligible Participant designated  by  the  Stock Option
Committee from time to time during the term of the Plan to receive one  or more
Options under the Plan.

"Plan Limit" shall have the meaning set forth in section 4.1.

"Share" or "Shares" means a share or shares of Stock.

"Stock" means the common stock of the Company.

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


                                   SECTION 3
                              PLAN ADMINISTRATION



The Plan shall be administered by the Board.  The Board 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 Board is
hereby authorized to provide for the granting,  vesting, exercise and method of
exercise of any Options all on such terms (which  may  vary between Options and
Optionees  granted  from  time  to  time)  as  the Board shall  determine.   In
addition, and without limiting the generality of the foregoing, the Board shall
select the Optionees and shall determine: (i) the  number  of  shares of Common
Stock to be subject to each Option, however, in no event may the maximum number
of  shares  reserved  for  any  one  individual  exceed  15% of the issued  and
outstanding share capital of the Company; (ii) the time at which each Option is
to be granted; (iii) the purchase price for the Option Shares;  (iv) the Option
period;  and  (v)  the  manner  in  which  the  Option  becomes exercisable  or
terminated.  In addition, the Board shall fix such other  terms  of each Option
as  it  may deem necessary or desirable.  The Board may determine the  form  of
Option Agreement to evidence each Option.


The Board  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 subject  to  the  rules  and  policies of any exchange or over-the-
counter market which is applicable to the Company.



The Board may from time to time make such changes  in and additions to the Plan
as it may deem proper, subject to the prior approval  of  any exchange or over-
the-counter  market  which  is  applicable  to  the Company, and  in  the  best
interests of the Company; provided, however, that  no  such  change or addition
shall impair any Option previously granted under the Plan.  If  the  shares are
not listed on any exchange, then such approval is not necessary.



Each  determination, interpretation or other action made or taken by the  Board
shall be  final,  conclusive  and  binding  on  all  persons, including without
limitation, the Company, the stockholders, directors, officers and employees of
the Company and the Optionees and their respective successors in interest.


                                   SECTION 4
                   STOCK SUBJECT TO THE PLAN AND EXCEPTIONS

4.1    Plan limit.  A maximum of 7,000,000 Shares ("Plan Limit") are authorized
for  issuance  under the Plan in accordance with the provisions  of  the  Plan.
Shares that are  issued  upon the exercise of Options will be deducted from the
Plan Limit and such Plan Limit  shall  not be increased without approval of the
board or, if shareholders of the Company  have so required, without approval of
the  shareholders  of  the Company.  While any  Options  are  outstanding,  the
Company will 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.

4.2    Unused and Forfeited Stock.  Any Shares that are subject  to  an  Option
under  this  Plan  that  are  not  used because the terms and conditions of the
Option are not met or any Shares that  are  used for full or partial payment of
the purchase price of Shares with respect to  which  an  Option is exercised or
any Shares retained by the Company for any purpose of this  Plan  automatically
will be returned to the Plan Limit and become available for again for use under
the Plan.

4.3    Adjustments for Stock Split, Stock Dividend, Etc.  If the Company at any
time increases or decreases the number of its outstanding Shares of  Stock,  or
changes  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 recapitialization involving the Stock, then, in relation to
the Stock that is affected by the above events, the provisions of this  Section
4.3  will  apply.   In  such  event,  the numbers, rights and privileges of the
following will 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 event:

       (i)   adjustment  to  the  Shares  of  Stock  as to which Options may be
             granted under the Plan; and

       (ii)  adjustment  to  the  exercise  price  of each  outstanding  Option
             granted hereunder.

4.4    General Adjustment Rules.  If any adjustment  or  substitution  provided
for  in this Section 4 will result in the creation of a fractional Share  under
any Option,  the  number of Shares subject to the Option will be rounded to the
next higher Share.

1.1    Determination  by  Stock  Option Committee, Etc.  Adjustments under this
Section 4 will be made by the Stock Option Committee, whose determinations with
regard thereto will be final and binding upon all parties.

4.6    Options Exceptional to Plan.   With  the  concurrence  of the board, the
Stock  Option Committee may grant Options outside the Plan or within  the  Plan
but in excess  of  the  Plan  Limit,  such that the available Plan Limit is not
diminished, for exceptional circumstances  or to acquire or retain personnel or
achieve  important  goals  or strategic targets  considered  important  to  the
Company but which cannot reasonably  be fit into the Plan Limit or the Plan due
to  insufficiency  of available Plan Options,  legal  impediments  whereby  the
recipient cannot or  is  best  not  included  in the Plan, or other purposes or
reasons considered appropriate to the board.


                                   SECTION 5
                         REORGANIZATION OR LIQUIDATION

5.1    Reorganization and Options.   In the event that the Company is merged or
consolidated with another corporation (other than  a merger or consolidation in
which the Company is the continuing corporation and that does not result in any
reclassification or change of outstanding Shares), or  if  all or substantially
all of the assets or control of the outstanding voting stock  of the Company is
acquired by any other corporation, business entity or person (other  than  by a
sale  or  conveyance  in which the Company continues as a holding company of an
entity or entities that  conduct  the business of businesses formerly conducted
by the Company), or in case of a reorganization  (other  than  a reorganization
under  the  United  States Bankruptcy Code) or liquidation of the Company,  the
Stock Option Committee  will  have  the  power  and discretion to prescribe the
terms  and  conditions  for  the exercise or modification  of  any  outstanding
Options  granted  hereunder.  By  way  of  illustration,  and  not  by  way  of
limitation, the Stock  Option Committee may provide for the complete or partial
acceleration of the dates  of exercise of the Options, or may provide that such
Options will be exchanged or  converted  into  options to acquire securities of
the  surviving  or  acquiring  cooperation, or may provide  for  a  payment  or
distribution in respect of outstanding  Options  (or  the  portion thereof that
currently is exercisable) in cancellation thereof.  The Stock  Option Committee
may  provide that Options must be exercised in connection with the  closing  of
such transaction  and  that  if not so exercised such Options will expire.  Any
such determinations by the Stock  Option  Committee  may be made generally with
respect  to  all  Option Holders, or may be made on a case-by-case  bases  with
respect to particular  Option  Holders.   The provisions of this Section 5 will
not apply to any transaction undertaken for  the purpose of reincorporating the
Company under the laws of another jurisdiction,  if  such  transaction does not
materially affect the beneficial ownership of the Company's capital stock.  Any
determination by the Stock Option Committee hereunder shall not amend the terms
of any Option without the consent of the Option Holder unless,  in  the opinion
of  the Committee acting reasonably, such amendment is necessary to permit  the
alterations  to  the  Company  to  be  effected  and such is in the interest of
shareholders generally.

                                   SECTION 6
                                 STOCK OPTIONS

6.1    Grant of Options.  An Eligible Participant  may  be  granted one or more
Options.  Options granted under the Plan will be Non-Statutory Options.

6.2    Option Agreements.  Each Option granted under the Plan will be evidenced
by a written stock option agreement that will be entered into  by  the  Company
and  the  Eligible  Participant  to  whom  the  Option  is granted (the "Option
Holder"),  and  will be deemed to contain the following terms  and  conditions,
unless other terms and conditions inconsistent therewith have been entered into
the Option agreement.   In the event of inconsistency between the provisions of
the Plan and any Option agreement  entered  into,  the provisions of the Option
agreement will be considered to have been determined to be exceptional from the
below and such Option Agreement shall govern where not  inconsistent  with law.
However,  the  provisions of the Plan will govern where the agreement omits  to
provide for a matter  governed  by  the  Plan  and  the  agreement  will not be
incomplete  nor  unenforceable if it fails to provide for a matter provided  by
the terms of this Plan as such shall be incorporated by reference:

(a) Number of Shares.   Each Stock option agreement will state that it covers a
specified number of Shares, as determined by the Stock Option Committee and the
agreement.  If the agreement  fails  to  state  the number then it shall be the
number set forth in the minutes of the Stock Option Committee.

(b) Price.  The price at which each Share covered by an Option may be purchased
will be determined by the Stock Option Committee  and  set  forth  in the Stock
Option agreement.  Where the price shall be omitted the price shall be the Fair
Market Value of the Stock on the date set forth at the beginning of  the Option
agreement.

(c)  Vesting  Period.  Each Stock Option will state the time and the amount  of
the Shares of the  Option  which  vest,  and  are  exercisable  thereafter,  at
specified  times  during  the  Option Period.  Unless otherwise provided in the
Option agreement, Options will vest  and  be  exercisable  for  types of Option
Holders as follows:

       (i)   Directors  and  senior  officers to Vice-President - 100%  of  the
             amount of the Shares under Option upon granting.

       (ii)  Employees Generally - 50% at the end of the later of any probation
             period pursuant to which  the  Employee  is  subject to or date of
             engagement and 50% twelve months thereafter.

       (iii)  Other  Option  Holders - 50% at the end of the first 30  days  of
             engagement, 50%  upon  completion  of  the term (if term less than
             twelve  months)  or 50% twelve months after  commencement  of  the
             contract.


(d) Duration of Options.  Each  Stock option agreement will state the period of
time  within which the Option may  be  exercised  by  the  Option  Holder  (the
"Option Period").  The Option Period shall expire not more than five years from
the  date  an  Option is granted.  Unless otherwise stated, director and senior
officer Options  shall  be the lesser of five years or the term of their office
plus 90 days, Employee Options  the  lesser  of five years or the term of their
employment plus 30 days, and other Option Holders  the  lesser of five years or
the term of the engagement agreement plus 30 days.

(e)  Termination  of  Employment, Death, Disability Etc.  Except  as  otherwise
determined by the Stock  Option  Committee,  each  Stock  Option agreement will
provide as follows with respect to the exercise of the Option  upon termination
of the employment or the death of the Option Holder:

       (i)   Termination.    If the Option Holder's employment or  office  with
       the  Company is terminated  within  the  Option  Period  for  cause,  as
       determined  by  the  Company  in  its  sole discretion, or if the Option
       Holder  resigns  without  appropriate  or  agreed   notice   and  agreed
       termination  terms, the Option will be void for all purposes immediately
       upon notice of  termination  or  resignation, as the case may be, unless
       otherwise  agreed  solely  at the discretion  of  the  Company.   Unless
       specified  in  an  engagement  agreement,   "cause"   means  a  material
       violation,  as  determined by the Company, of the Company's  established
       policies and procedures  and  the  terms  of engagement and a failure to
       rectify within 15 days of notice.  If the Option  Holder  is  terminated
       for  another  reason,  not  provided  for  below  or  in  the engagement
       agreement or the Option agreement, then the Option shall be exercisable,
       as to the vested portion only on the date of termination, for  a  period
       of 30 days after termination, except as otherwise permitted by the  sole
       discretion  of  the  Stock Option Committee but not to exceed the Option
       Period.  The effect of  this  Section will be limited to determining the
       consequences of a termination and  nothing in this Section will restrict
       or otherwise interfere with the Company's discretion with respect to the
       termination of any Employee.

       (ii)  Death or Disability.   If the  Option Holder's employment with the
       Company is terminated within the Option  Period  because  of  the Option
       Holder's death or disability the Option will remain exercisable,  to the
       extent  that  it  was  vested  and exercisable on the date of the Option
       Holder's death or disability, for  a  period  of  six  months after such
       date;  provided, however, that in no event may the Option  be  exercised
       after the expiration of the Option Period.

       (iii) Non-Employees or non-Office Holders.   For all purposes under this
       Section, an Eligible Participant who is not an Employee or office holder
       of  the Company  will  be  considered  to  have  a  termination  at  the
       conclusion  of  the  relevant  contract or upon notice by the Company of
       termination for default or breach  of  agreement.   If  the  contract is
       terminated  for  breach  or  default  then  the  Option  shall terminate
       immediately.   Otherwise  the Option shall terminate in accordance  with
       its terms or section 6.2(d) above.

(f) Transferability of Option.   Each  stock option agreement will provide that
the Option and exercise rights granted therein  are not transferable or subject
to assignment or lien for security purposes by the  Option Holder except to the
Option  Holder's  legal  representative,  his estate, a family  corporation  or
personal holding corporation, a bona fide lender  or in such other circumstance
as the Stock Option Committee may approve in its sole  discretion, which may be
exercised contrary without reason.  Each assignment of an interest in an Option
must be approved before such will be enforceable.

(g)  Exercise, Payments, Etc.   Unless otherwise provided  by  the Stock Option
agreement the method for exercising the Option granted will be by  delivery  to
the  office  of  the Company of written notice specifying the particular Option
(or portion thereof)  that  is  being  exercised  and the number of Shares with
respect to which such Option is exercised, together  with payment of the Option
Price.  The exercise of the Option will be deemed effective upon actual receipt
of  such  notice  and  payment to the Company of the Option  Price  in  a  form
satisfactory to the Company,  acting  reasonably.   The  purchase of such Stock
will take place at the principal offices of the Company upon  delivery  of such
notice.  A properly executed certificate or certificates representing the Stock
will  be  issued  by  the  Company  and  delivered  to  the  Option Holder with
reasonable dispatch.  Unless restricted by the Option agreement,  the  exercise
price  shall be paid by any of the following methods or any combination of  the
following methods:

       (i) in cash;

       (ii)  by cashier's check, certified cheque, or other acceptable banker's
             note payable to the order of the Company;

       (iii)    by net exercise notice whereby the Option Holder will authorize
       the return  to  the  Plan  pool,  and deduction from the Option Holder's
       Stock Option, of sufficient Option  Shares  whose  net value (Fair Value
       less Option exercise price) is sufficient to pay the Option Price of the
       Shares  exercised.  The  Fair Value of the Shares of the  Option  to  be
       returned to the Plan pool  as  payment will be determined by the closing
       price of the Company's Shares on the date notice is delivered;

       (iv)  by  delivery to the Company  of  a  properly  executed  notice  of
       exercise together  with  irrevocable  instructions  (referred  to in the
       industry  as  `delivery against payment') to a broker to deliver to  the
       Company promptly  the  amount  of  the  proceeds of the sale of all or a
       portion of the Stock or of a loan from the  broker  to the Option Holder
       necessary to pay the exercise price; or

       (v)  such  other  method  as  the  Option  Holder  and the Stock  Option
       Committee  may  determine as adequate including delivery  of  acceptable
       securities (including  securities  of the Company), set-off for wages or
       invoices due, property, or other adequate value.

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

6.3    Stockholder Privileges.  Prior to the exercise  of  the  Option  and the
transfer  of  Shares to the Option Holder, an Option Holder will 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 Option Holder becomes the holder of
the record of such Stock, no adjustments, other than those described in Section
4, will be made for dividends or other distributions  or  other rights to which
there is a record date preceding the date such Option Holder becomes the holder
of record of such Stock.


                                   SECTION 7
                    RIGHTS OF EMPLOYEES AND OPTION HOLDERS

7.1    Employment.  Nothing contained in the Plan or in any  Option will confer
upon  any  Eligible  Participant any right with respect to the continuation  of
employment by the Company,  or  interfere  in  any  way  with  the right of the
Company,  subject  to  the  terms of any separate employment agreement  to  the
contrary, at any time to terminate  such  employment or to increase or decrease
the compensation of such Eligible Participant form the rate in existence at the
time of the grant of an Option.


                                   SECTION 8
                             GENERAL RESTRICTIONS

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

8.2    Compliance with Securities  Laws.   Each  Option  will be subject to the
requirement  that  if  at any time counsel to the Company determines  that  the
listing, registration or  qualification  of  the  Shares subject to such Option
upon any securities exchange or under any state, provincial  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 Option  may  not  be exercised in whole or in part unless such
listing,  registration, qualification,  consent  or  approval  will  have  been
effected or  obtained  on  conditions acceptable to the Stock Option Committee.
Nothing herein will be deemed  to require the Company to apply for or to obtain
such listing, registration or qualification.   However,  where available to the
circumstances of an Option Holder the Company will include  the Option with any
other filings that the Company elects, at its sole discretion, to file under S-
8  or any other filings with the SEC but the Company shall not  be  obliged  to
make  an individual filing for a particular Option, unless such shall have been
required pursuant to the specific Option agreement.


                                   SECTION 9
                            OTHER EMPLOYEE BENEFITS

9.1    Benefits  and  Taxes.    The  amount  of  any  compensation deemed to be
received by an Option Holder as a result of the exercise  of an Option will not
constitute "earnings" with respect to which any other employee benefits of such
Option Holder are determined, including, without limitation, benefits under any
pension,  profit  sharing,  life  insurance or salary continuation  plan.   Any
taxable consequences of any Option  are  entirely  the  responsibility  of  the
Option  Holder  and  no  contribution  shall  be  required  of the Company and,
further, if the Company should suffer liability for unpaid taxes  of  an Option
Holder then the full amount of such shall be a debt of the Option Holder to the
Company  payable  immediately and for which the Company may seek judgment  and,
before judgment or  process,  may set-off against any amounts due to the Option
Holder or may recover, again before  judgment  or  process,  by exercise of any
Options of the Option Holder on the Option Holder's behalf, at  the  discretion
of the Stock Option Committee.


                                   SECTION 10
                 PLAN AMENDMENT, MODIFICATION AND TERMINATION

10.1   Amendment.   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  where  stockholder approval is required to
enable the Plan to satisfy any applicable statutory  requirements,  or  if  the
Company,  on  the  advice  of  counsel,  determines  that  stockholder approval
otherwise is necessary or desirable.

       No amendment, modification or termination of the Plan will in any manner
adversely  affect any Options theretofore granted under the Plan,  without  the
consent of the Option Holders holding such Options.


                                   SECTION 11
                                  WITHHOLDING

11.1   Withholding  Requirement.   The  Company's obligations to deliver Shares
upon  the  exercise  of  an  Option  will be subject  to  the  Option  Holder's
satisfaction of all applicable federal,  state  and  local income and other tax
withholding requirements and applicable securities requirements.

11.2   Withholding  With Stock.  At the time an Option  is  granted  the  Stock
Option Committee, in  its  sole discretion, may permit the Option Holder to pay
all such amounts of tax withholding,  or  any  part  thereof,  that is due upon
exercise  of  the  Option  by  such  adjustments  as the Stock Option Committee
determines, including adjustment to a net exercise  price  or adjustment to the
Option Price.


                                  SECTION 12
                            BROKERAGE ARRANGEMENTS

12.1   Brokerage.    The Stock Option Committee, in its discretion,  may  enter
into  arrangements  with   one  or  more  banks,  brokers  or  other  financial
institutions to facilitate the  disposition of shares acquired upon exercise of
Stock Options, including, without limitation, arrangements for the simultaneous
exercise of Stock Options and sale of the Shares acquired upon such exercise.



                                  SECTION 13
                          NONEXCLUSIVITY OF THE PLAN

13.1   Other Plans.   The adoption  of  this  Plan  by  the  Board  will not be
construed as creating any limitations on the power or authority of the Board to
adopt such other or additional incentive or other compensation arrangements  of
whatever  nature  as  the  Board may deem necessary or desirable or preclude or
limit the continuation of any  other  plan,  practice  or  arrangement  for the
payment  of  compensation or fringe benefits to employees generally, or to  any
class or group  of  employees,  or  any  other  persons that the Company or any
Affiliated  Corporation now has lawfully put into  effect,  including,  without
limitation,  any   retirement,   pension,  savings  and  stock  purchase  plan,
insurance, death and disability benefits  and  executive  short-term  incentive
plans.


                                  SECTION 14
                              REQUIREMENTS OF LAW

14.1   Requirements  of  Law.   The insurance of Stock and the payment of  cash
pursuant  to  the  Plan will be subject  to  all  applicable  laws,  rules  and
regulations.

14.2   Governing Law.   The Plan and all agreements hereunder will be construed
in accordance with and governed by the laws of the State of Colorado.


                                  SECTION 15
                             DURATION OF THE PLAN

15.1   Termination.   The Plan will terminate at such time as may be determined
by the Board, and no Option  will  be  granted  after such termination.  If not
sooner terminated under the preceding sentence, the  Plan  will fully cease and
expire on the earlier of one year from the date that the Plan  Limit  has  been
exhausted  and  all  Options exercised or expired or December 1, 2014.  Options
outstanding at the time of the Plan termination may continue to be exercised in
accordance with their terms.