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                                                   Exhibit 4.1

                         IJL CORPORATION

                    1991 STOCK INCENTIVE PLAN


     1.   Purpose of the Plan.  The purposes of this Stock
Incentive Plan are to attract and retain the best available
personnel for positions of substantial responsibility, to provide
additional incentive to the Employees and Consultants of the
Company and to promote the success of the Company's business.

     Options granted hereunder may be either "incentive stock
options", as defined in Section 422A of the Internal Revenue Code
of 1986, as amended, or "nonqualified stock options," at the
discretion of the Board and as reflected in the terms of the
written option agreement.  In addition, shares of the Company's
Common Stock may be sold hereunder independent of any Option
grant.

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

     (a)  "Board" shall mean the Committee, if one has been
appointed, or the Board of Directors of the Company, if no
Committee is appointed.

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

     (c)  "Common Stock" shall mean the Common Stock of the
Company.

     (d)  "Company" shall mean IJL Corporation, an Oregon
corporation.

     (e)  "Committee" shall mean the Committee appointed by the
Board of Directors in accordance with paragraph (a) of Section 4
of the Plan, if one is appointed.

     (f)  "Consultant" shall mean any person who is engaged by
the Company or any Subsidiary to render consulting services and
is compensated for such consulting services and any director of
the Company whether compensated for such services or not;
provided that if and in the event the Company registers any class
of any equity security pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the term
Consultant shall thereafter not include directors who are not
compensated for their services or are paid only a director's fee
by the Company.

     (g)  "Continuous Status as an Employee of Consultant" shall
mean the absence of any interruption or termination of service as
an Employee or Consultant.  Continuous Status as an Employee or
Consultant shall not be considered interrupted in the case of
sick leave, military leave, or any other leave of absence
approved by the Board; provided that such leave is for a period
of not more than ninety days or reemployment upon the expiration
of such leave is guaranteed by contract of statute.

     (h)  "Employees" shall mean any person, including officers
and directors, employed by the Company or any Parent or
Subsidiary of the Company.  The payment of a director's fee by
the Company shall not be sufficient to constitute "employment" by
the Company.

     (i)  "Incentive Stock Option" shall mean in Option intended
to qualify as an incentive stock option within the meaning of
Section 422A of the Code.

     (j)  "Nonqualified Stock Option" shall mean an Option not
intended to qualify as an incentive stock option within the
meaning of Section 422A of the Code.

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

     (l)  "Optioned Stock" shall mean the Common Stock subject to
an Option.

     (m)  "Optionee" shall mean an Employee or Consultant who
receives an Option.

     (n)  "Parent" shall mean a "parent corporation", whether now
or hereafter existing, as defined in Section 425(e) of the Code.

     (o)  "Plan" shall mean this Stock Incentive Plan.

     (p)  "Sale" or "Sold" shall include, with respect to the
sale of Shares under the Plan, the sale of Shares for
consideration in the form of cash or notes, as well as a grant of
Shares without consideration, except past or future services.

     (q)  "Share" shall mean a share of the Common Stock, as
adjusted in accordance with Section 11 of the Plan.

     (r)  "Subsidiary" shall mean a "subsidiary corporation",
whether now or thereafter existing, as defined in Section 425(f)
of the Code.

     3.   Stock Subject to the Plan.  Subject to the provisions
of Section 11 of the Plan, the maximum aggregate number of shares
which may be optioned and/or Sold under the Plan is 650,000
shares of Common Stock.  The Shares may be authorized, but
unissued, or reacquired Common Stock.

     If an Option should expire or become unexercisable for any
reason without having been exercise in full, the unpurchased
Shares which were subject thereto shall, unless the Plan shall
have been terminated, become available for future Option grants
and/or Sales under the Plan.  If Shares Sold under the Plan are
repurchased by the Company pursuant to restrictions applicable to
such Shares, the number of Shares repurchased shall unless the
Plan shall have been terminated, become available for future
Option grants and/or Sales under the Plan.

     4.   Administration of the Plan.

     (a)  Procedure.  The Plan shall be administered by the Board
of Directors of the Company.

          (i)  Subject to subparagraph (ii), the Board of
Directors may appoint a Committee consisting of not less than
three (3) members of the Board of Directors to administer the
Plan on behalf of the Board of Directors, subject to such terms
and conditions as the Board of Directors may prescribe.  Once
appointed, the Committee shall continue to serve until otherwise
directed by the Board of Directors.  From time to time the Board
of Directors may increase the size of the Committee and appoint
additional members thereof, remove members (with or without
cause) and appoint new members in substitution therefor, fill
vacancies however caused, or remove all members of the Committee
and thereafter directly administer the Plan.

          Members of the Board who are either eligible for
Options and/or Sales or have been granted Options or Sold Shares
may vote on any matters affecting the administration of the Plan
or the grant of any Options or Sale of any Shares pursuant to the
Plan, except that no such member shall act upon the granting of
an Option or Sale of Shares to himself, but any such member may
be counted in determining the existence of a quorum at any
meeting of the Board during which action is taken with respect to
the granting of Options or Sale of Shares to him.

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          (ii) Notwithstanding the foregoing subparagraph (i), if
and in any event the Company registers any class of any equity
security pursuant to Section 12 of the Exchange Act, from the
effective date of such registration until six (6) months after
the termination of such registration, any grants of Options
and/or Sales of Shares to officers or directors shall only be
made by the Board of Directors; provided, however, that if a
majority of the Board of Directors is eligible to participate in
this Plan or any other stock option or other stock plan of the
Company, or any of its affiliates, or has been eligible at any
time within the preceding year, any grants of Options and/or
Sales of Shares to directors must be made by, or only in
accordance with the recommendation of, a Committee consisting of
three or more persons, who may, but need not, be directors or
employees of the Company, appointed by the Board of Directors and
having full authority to act in the matter, none of whom is
eligible to participate in this Plan or any other stock option or
other stock plan of the Company, or any of its affiliates, or has
been eligible at any time within the preceding year.  Any
Committee administering the Plan with respect to Option grants
and/or Sales to officers who are not also directors shall conform
to the requirements of the preceding sentence.  Once appointed,
the Committee shall continue to serve until otherwise directed by
the Board of Directors.  Subject to the foregoing, from time to
time the Board of Directors may increase the size of the
Committee and appoint additional members thereof, remove members
(with or without cause) and appoint new members in substitution
therefor, fill vacancies however caused, or remove all members of
the Committee and thereafter directly administer the Plan.

     (b)  Powers of the Board.  Subject to the provisions of the
Plan, the Board shall have the authority, in its discretion:  (i)
to grant Incentive Stock Options in accordance with Section 422A
of the Code, or nonqualified stock Options; (ii) to authorize
Sales of Shares of Common Stock hereunder; (iii) to determine,
upon review of relevant information and in accordance with
Section 8(b) of the Plan, the fair market value of the Common
Stock; (iv) to determine the exercise/purchase price per share of
Options to be granted or Shares to be Sold, which
exercise/purchase price shall be determined in accordance with
Section 8(a) of the Plan; (v) to determine the Employees or
Consultants to whom, and the time or times at which, Options
shall be granted and the number of Shares to be represented by
each Option; (vi) to determine the Employees or Consultants to
whom, and the time or times at which, Shares shall be Sold and
the number of Shares to be Sold; (vii) to interpret the Plan;
(viii) to prescribe, amend and rescind rules and regulations
relating to the Plan; (ix) to determine the terms and provisions
of each Option granted (which need not be identical) and, with
the consent of the holder thereof, modify or amend each Option;
(x) to determine the terms and provisions of each Sale of Shares
(which need not be identical) and, with the consent of the
purchaser thereof, modify or amend each Sale; (xi) to accelerate
or defer (with the consent of the Optionee) the exercise date of
any Option, consistent with the provisions of Section 8 of the
Plan; (xii) to accelerate or defer (with the consent of the
Optionee or purchaser of Shares) the vesting restrictions
applicable to Shares Sold under the Plan or pursuant to Options
granted under the Plan; (xiii) to authorize any person to execute
on behalf of the Company any instrument required to effectuate
the grant of an Option or Sale of Shares previously granted or
authorized by the Board; (xiv) to determine the restrictions on
transfer, vesting restrictions, repurchase rights, or other
restrictions applicable to Shares issued under the Plan; (xv) to
effect, at any time and from time to time, with the consent of
the affected Optionees, the cancellation of any or all
outstanding Options under the Plan and to grant in substitution
therefor new Options under the Plan covering the same or
different number of Shares, but having an Option price per Share
consistent with the provisions of Section 8 of this Plan as of
the date of the new Option grant; and (xvi) to make all other
determinations deemed necessary or advisable for the
administration of the Plan.


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     (c)  Effect of Board's Decision.  All decisions,
determinations and interpretations of the Board shall be final
and binding on all Optionees and any other holders of any Options
granted under the Plan or Shares Sold under the Plan.

     5.   Eligibility.

     (a)  Persons Eligible.  Options may be granted and/or Shares
Sold only to Employees and Consultants.  Incentive Stock Options
may be granted only to Employees.  An Employee or Consultant who
has been granted an Option or Sold Shares may, if he is otherwise
eligible, be granted an additional Option or Options or Sold
additional Shares.

     (b)  ISO Limitation.  No Incentive Stock Option may be
granted to an Employee which, when aggregated with all other
Incentive Stock Options granted to such Employee by the Company
or any Parent or Subsidiary, would result in Shares having an
aggregate fair market value (determined for each Share as of the
date of grant of the Option covering such Share) in excess of
$100,000 becoming first available for purchase upon exercise of
one or more Incentive Stock Options during any calendar year.

     (c)  Section 5(b) Limitations.  Section 5(b) of the Plan
shall apply only to an Incentive Stock Option evidenced by an
"Incentive Stock Option Agreement" which sets forth the intention
of the Company and the Optionee that such Option shall qualify as
an Incentive Stock Option.  Section 5(b) of the Plan shall not
apply to any Option evidenced by a "Nonqualified Stock Option
Agreement" which sets forth the intention of the Company and the
Optionee that such Option shall be a Nonqualified Stock Option.

     (d)  No Right to Continued Employment.  The Plan shall not
confer upon any Optionee any right with respect to continuation
of employment or consulting relationship with the Company, nor
shall it interfere in any way with his right or the Company's
right to terminate his employment or consulting relationship at
any time.

     6.   Term of Plan.  The Plan shall become effective upon the
earlier to occur of its adoption by the Board of Directors or its
approval by the stockholders of the Company as described in
Section 17 of the Plan.  It shall continue in effect for a term
of ten (10) years, unless sooner terminated under Section 13 of
the Plan.

     7.   Term of Option.  The term of each Incentive Stock
Option shall be ten (10) years from the date of grant thereof or
such shorter term as may be provided in the Stock Option
Agreement.  The term of each Nonqualified Stock Option shall be
ten (10) years and one (1) day from the date of grant thereof or
such shorter term as may be provided in the Stock Option
Agreement.  However, in the case of an Option granted to an
Optionee who, at the time the Option is granted, owns stock
representing more than ten percent (10%) of the voting power of
all classes of stock of the Company or any Parent or Subsidiary,
(a) if the Option is an Incentive Stock Option, the term of the
Option shall be five (5) years from the date of grant thereof or
such shorter time as may be provided in the Stock Option
Agreement, or (b) if the Option is a Nonqualified Stock Option,
the term of the Option shall be five (5) years and one (1) day
from the date of grant thereof or such shorter term as may be
provided in the Stock Option Agreement.

     8.   Exercise/Purchase Price and Consideration.

     (a)  Exercise/Purchase Price.  The per Share
exercise/purchase price for the Shares to be issued pursuant to
exercise of an Option or a Sale (other than a Sale which is a
grant for which no purchase price is payable) shall be such price
as is determined by the Board, but shall be subject to the
following:


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          (i)  In the case of an Incentive Stock Option

               (A)  granted to an Employee who, at the time of
the grant of such Incentive Stock Option, owns stock representing
more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the per Share
exercise price shall be no less than one hundred ten percent
(110%) of the fair market value per Share on the date of the
grant.

               (B)  granted to any other Employee, the per Share
exercise price shall be no less than one hundred percent (100%)
of the fair market value per Share on the date of grant.

          (ii) In the case of a Nonqualified Stock Option or Sale

               (A)  granted or Sold to a person who, at the time
of the grant of such Option or authorization of such Sale, owns
stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise/purchase price shall be no
less than one hundred ten percent (110%) of the fair market value
per Share on the date of the grant or authorization of Sale.

               (B)  granted or Sold to any other person, the per
Share exercise/purchase price shall be no less than eighty-five
percent (85%) of the fair market value per Share on the date of
grant or authorization of Sale.

          (iii)     In the case of an Option granted or Sale
authorized on or after the effective date of registration of any
class of equity security of the Company pursuant to Section 12 of
the Exchange Act and prior to six (6) months after the
termination of such registration, the per Share exercise/purchase
price shall be no less than one hundred percent (100%) of the
fair market value per Share on the date of grant or authorization
of Sale.

     (b)  Fair Market Value.  The fair market value shall be
determined by the Board in its discretion; provided, however,
that where there is a public market for the Common Stock, the
fair market value per Share shall be the mean of the bid and
asked prices of the Common Stock for the date of grant or
authorization of Sale, as reported in The Wall Street Journal
(or, if not so reported, as otherwise reported by the National
Association of Securities Dealers Automated Quotation (NASDAQ)
System) or, in the event the Common Stock is listed on a stock
exchange, the fair market value per Share shall be the closing
price on such exchange on the date of grant of the Option or
authorization of Sale, as reported in The Wall Street Journal.

     (c)  Consideration.  The consideration to be paid for the
Shares to be issued upon exercise of an Option or pursuant to a
Sale, including the method of payment, shall be determined by the
Board and may consist entirely of cash, check, promissory note,
other Shares of Common Stock having a fair market value on the
date of surrender equal to the aggregate exercise/purchase price
of the Shares as to which said option shall be exercised or Sale
consummated, or any combination of such methods of payment for
the issuance of Shares.

     9.   Exercise of Option.

     (a)  Procedure for Exercise; Rights as a Stockholder.  Any
Option granted hereunder shall be exercisable at such times and
under such conditions as determined by the Board, including
performance criteria with respect to the Company and/or the
Optionee, and as shall be permissible under the terms of the
Plan.

     An Option may not be exercised for a fraction of a Share.


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     An Option shall be deemed to be exercised when written
notice of such exercise has been given to the Company in
accordance with the terms of the Option 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.  Full payment may, as authorized by the Board, consist
of any consideration and method of payment allowable under
Section 8(c) of the Plan.  Each Optionee who exercises an Option
shall, upon notification of the amount due (if any) and prior to
or concurrent with delivery of the certificate representing the
Shares, pay to the Company amounts necessary to satisfy
applicable federal, state and local tax withholding requirements.
An Optionee must also provide a duly executed copy of any stock
transfer agreement then in effect and determined to be applicable
by the Board.  Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of ) of the stock
certificate evidencing such Shares, no right to vote or receive
dividends or any other rights as a stockholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of
the Option.  No adjustment will be made for a dividend or other
right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 11 of the
Plan.

     Exercise of an Option in any manner shall result in a
decrease in the number of shares which thereafter may be
available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is
exercised.

     (b)  Termination of Status as an Employee or Consultant.  If
an Employee or Consultant ceases to serve as an Employee or
Consultant (as the case may be), he may, but only within three
(3) months (or with respect to Nonqualified Stock Options, such
other period of time not exceeding the limitations of Section 7
above as is determined by the Board at the time of grant of the
Nonqualified Stock Option) after the date he ceases to be an
Employee or Consultant (as the case may be) of the Company,
exercise his Option to the extent that he was entitled to
exercise it at the date of such termination.  To the extent that
he was not entitled to exercise the Option at the date of such
termination, or if he does not exercise such Option (which he was
entitled to exercise) within the time specified herein, the
Option shall terminate.

     (c)  Disability of Optionee.  Notwithstanding the provisions
of Section 9(b) above, in the event an Employee or Consultant is
unable to continue his employment or consulting relationship (as
the case may be) with the Company as a result of his total and
permanent disability (as defined in Section 22(e)(3) of the
Code), he may, but only within twelve (12) months (or with
respect to Nonqualified Stock Options, such other period of time
not exceeding the limitations of Section 7 above as is determined
by the Board at the time of grant of the Nonqualified Stock
Option) from the date of termination, exercise his Option to the
extent he was entitled to exercise it at the date of such
termination.  To the extent that he was not entitled to exercise
the Option at the date of termination, or if he does not exercise
such Option (which he was entitled to exercise) within the time
specified herein, the Option shall terminate.

     (d)  Death of Optionee.  In the event of the death of an
Optionee during the term of the Option who is at the time of his
death an Employee or Consultant of the Company and who shall have
been in Continuous Status as an Employee or Consultant since the
date of grant of the Option, the Option may be exercised, at any
time within twelve (12) months (or such other period of time not
exceeding the limitations of Section 7 above as is determined by
the Board at the time of grant of the Option) following the date
of death, by the Optionee's estate or by a person who acquired
the right to exercise the Option by bequest or inheritance, but
only to the extent of the right to exercise as of the date of
death.

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     10.  Nontransferability of Options.  An Option may not be
sold, pledged, assigned, hypothecated, transferred to disposed of
in any manner other than by will or by the laws of descent or
distribution and may be exercised during the lifetime of the
Optionee only by the Optionee.

     11.  Adjustments Upon Changes in Capitalization or Merger.
Subject to any required action by the stockholders of the
Company, the number of shares of Common Stock covered by each
outstanding Option and the number of shares of Common Stock which
have been authorized for issuance under the Plan but as to which
no Options have yet been ranted or sales made or which have been
returned to the Plan upon cancellation or expiration of an
Option, as well as the price per share of Common Stock covered by
each such outstanding Option, shall be proportionately adjusted
for any increase or decrease in the number of issued shares of
Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration
by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have
been "effected without receipt of consideration".  Such
adjustment shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive.  Except as
expressly provided herein, no issuance by the Company of shares
of stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of
shares of Common Stock subject to an Option.

     In the event of the proposed dissolution or liquidation of
the Company, the Option will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided
by the Board.  The Board may, in the exercise of its sole
discretion in such instances, declare that any Option shall
terminate as of a date fixed by the Board and give each Optionee
the right to exercise his Option as to all or any part of the
Optioned Stock, including Shares as to which he Option would not
otherwise be exercisable.  In the event of a proposed sale of all
or substantially all of the assets of the Company, or the merger
of the Company with and into another corporation, the Option
shall be assumed or an equivalent option shall be substituted by
such successor corporation or a parent or subsidiary of such
successor corporation, unless the Board determines, in the
exercise of its sole discretion and in lieu of such assumption or
substitution, that the Optionee shall have the right to exercise
the Option as to all of the Optioned Stock, including shares as
to which the Option would not otherwise be exercisable.  If the
Board makes an Option fully exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the
Board shall notify the Optionee that the Option shall be fully
exercisable for a period of thirty (30) days from the date of
such notice or such shorter period as the Board may specify in
the notice, and the Option will terminate upon the expiration of
such period.

     12.  Time of Granting Options.  The date of grant of an
Option shall, for all purposes, be the date on which the Board
makes the determination granting such Option.  Notice of the
determination shall be given to each Employee or Consultant to
whom an Option is so granted within a reasonable time after the
date of such grant.

     13.  Amendment and Termination of the Plan.

     (a)  Amendment and Termination.  The Board may amend or
terminate the Plan from time to time in such respects as the
Board may deem advisable; provided that, the following revisions
or amendments shall require approval of the stockholders of the
Company in the manner described in Section 17 of the Plan:

          (i)  any increase in the number of Shares subject to
the Plan, other than in connection with an adjustment under
Section 11 of the Plan;

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          (ii) any change in the designation of the class of
Employees or Consultants eligible to be granted Options; or

          (iii) if the Company has a class of equity security
registered under Section 12 of the Exchange Act at the time of
such revision or amendment, any material increase in the benefits
accruing to participants under the Plan.

     (b)  Stockholder Approval.  If any amendment requiring
stockholder approval under Section 13(a) of the Plan is made
subsequent to the first registration of any class of equity
security by the Company under Section 12 of the Exchange Act,
such stockholder approval shall be solicited as described in
Section 17(a) of the Plan.

     (c)  Effect of Amendment of Termination.  Any such amendment
or 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 amended or terminated, unless
mutually agreed otherwise between the Optionee and the Board,
which agreement must be in writing and signed by the Optionee and
the Company.

     14.  Conditions Upon Issuance of Shares.  Shares shall not
be issued pursuant to the exercise of an Option or a Sale unless
the exercise of such Option or consummation of the Sale and the
issuance and delivery of such Shares pursuant thereto shall
comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, applicable
state securities laws, the Exchange Act, the rules and
regulations promulgated thereunder, and the requirements of any
stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the
Company with respect to such compliance.

     As a condition to the exercise of an Option or a Sale, the
Company may require the person exercising such Option or to whom
Shares are being Sold to represent and warrant at the time of any
such exercise or Sale 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 by any of the
aforementioned relevant provisions of law.

     15.  Reservation of Shares.  The Company, during the term of
this Plan, will at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

     Inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by
the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve he Company of any
liability in respect of the failure to issue or sell such Shares
as to which such requisite authority shall not have been
obtained.

     16.  Option Agreement.  Options shall be evidenced by
written option agreements in such form as the Board shall
approve.

     17.  Stockholder Approval.  Continuance of the Plan shall be
subject to approval by the stockholders of the Company within
twelve months before or after the date the Plan is adopted.  If
such stockholder approval is obtained at a duly held
stockholders' meeting, it may be obtained by the affirmative vote
of the holders of a majority of the outstanding shares of the
Company, such holders being present or represented and entitled
to vote thereon.  If and in the event that the Company required
any class of any equity security pursuant to Section 12 of the
Exchange Act, the approval of such stockholders of the Company
shall be:


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     (a)  Solicitation.

          (i)  solicited substantially in accordance with Section
14(a) of the Exchange Act and the rules and regulations
promulgated thereunder, or

          (ii) solicited after the Company has furnished in
writing to the holders entitled to vote substantially the same
information concerning the Plan as that which would be required
by the rules and regulations in effect under Section 14(a) of the
Exchange Act at the time such information is furnished; and

     (b)  Time.  Obtained at or prior to the first annual meeting
of stockholders held subsequent to the first registration of any
class of equity securities of the Company under Section 12 of the
Exchange Act.

     If such stockholder approval is obtained by written consent,
it must be obtained by the written consent of stockholders of the
Company in compliance with the requirements of applicable state
law.