PHOENIX GOLD INTERNATIONAL, INC.
                        (formerly, JISHUDOKURITSU, INC.)
                   AMENDED AND RESTATED 1995 STOCK OPTION PLAN

                                   I. PURPOSE

     The purpose of the Plan is to provide a means by which selected Employees,
Nonemployee Directors and Consultants may be given an opportunity to acquire
stock of the Company. The Company, by means of the Plan, seeks to retain the
services of persons who are currently Employees, Nonemployee Directors or
Consultants, to secure and retain the services of new Employees, Nonemployee
Directors and Consultants, and to provide incentives for such persons to exert
maximum efforts for the success of the Company. Accordingly, the Plan provides
for granting Incentive Stock Options, Nonstatutory Stock Options and Restricted
Stock Awards, or any combination of the foregoing, as is best suited to the
circumstances of the particular person as provided herein.

                                 II. DEFINITIONS

                  The following definitions shall be applicable throughout the
Plan unless specifically modified by any paragraph:

     a. "1934 Act" means the Securities Exchange Act of 1934, as amended and in
effect from time to time, or any successor statute.

     b. "Award" means, individually or collectively, any Option, Restricted
Stock Award or Nonemployee Director Option.

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

     d. "Code" means the Internal Revenue Code of 1986, as amended and in effect
from time to time, or any successor statute. Reference in the Plan to any
section of the Code shall be deemed to include any amendments or successor
provisions to any such section.

     e. "Committee" means not less than two members of the Board who are
selected by the Board as provided in Paragraph A of Article IV.

     f. "Common Stock" means the Common Stock, without par value, of the
Company.

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     g. "Company" means Phoenix Gold International, Inc., an Oregon corporation.

     h. "Consultant" means any person, including an adviser, engaged by the
Company to render services and who does not render such services as an Employee
or Nonemployee Director.

     i. "Director" means an individual elected to the Board by the shareholders
of the Company or by the Board under applicable corporate law who is serving on
the Board on the date the Plan is adopted by the Board or is elected to the
Board after such date.

     j. "Disability" means the condition of being permanently "disabled" within
the meaning of Section 22(e)(3) of the Code, namely being unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
12 months.

     k. "Employee" means any person (including a Director) in an employment
relationship with the Company.

     l. "Fair Market Value" means, as of any specified date, the reported
closing sale price of the Common Stock on the composite tape on that date, or if
no such price is reported on that date, on the last preceding date on which such
price of the Common Stock is so reported. If the Common Stock is traded over the
counter at the time a determination of its fair market value is required to be
made hereunder, its fair market value shall be deemed to be equal to the closing
sale price of Common Stock on that date, or if no such price is reported on that
date, on the last preceding date on which such price of Common Stock is so
reported. In the event Common Stock is not publicly traded at the time a
determination of its value is required to be made hereunder, the determination
of its fair market value shall be made by the Committee in such manner as it
deems appropriate.

     m. "Holder" means an Employee, Consultant or a Nonemployee Director who has
been granted an Award.

     n. "Incentive Stock Option" means an incentive stock option within the
meaning of Section 422 of the Code.

     o. "Nonemployee Director" means a Nonemployee Director as defined in Rule
16b-3, as such Rule may be amended from time to time.
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     p. "Nonemployee Director Option" means an Award described in Article IX of
the Plan.

     q. "Nonemployee Director Option Agreement" means a written agreement
between the Company and a Holder with respect to a Nonemployee Director Option.

     r. "Nonstatutory Stock Option" means a stock option other than an Incentive
Stock Option.

     s. "Option" means an Award described in Article VII of the Plan.

     t. "Option Agreement" means a written agreement between the Company and a
Holder with respect to an Option.

     u. "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

     v. "Plan" means the Amended and Restated 1995 Stock Option Plan of the
Company, as set forth herein and as may be hereafter amended from time to time.

     w. "Restricted Stock Agreement" means a written agreement between the
Company and a Holder with respect to a Restricted Stock Award.

     x. "Restricted Stock Award" means an Award described in Article VIII of the
Plan.

     y. "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and Exchange
Commission under the 1934 Act, as such may be amended from time to time, and any
successor rule, regulation or statute fulfilling the same or similar function.

     z. "Subsidiary" means a "subsidiary corporation," whether now or hereafter
existing, as defined in Section 424(f) of the Code; namely, any corporation in
which the Company directly or indirectly controls 50 percent or more of the
total combined voting power of all classes of stock having voting power.

                        III. EFFECTIVE DATE AND DURATION
                                   OF THE PLAN

     The Plan shall be effective as of January 27, 1995, the date of its
adoption by the Board and the shareholders of the Company. No further Awards may
be granted under the Plan after January 26, 2005. The Plan shall remain in
effect until all Awards granted under the Plan have been satisfied or expired.

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                               IV. ADMINISTRATION

     A. Composition of Committee. The Plan shall be administered by a committee
which shall (i) be appointed by the Board and (ii) consist of Nonemployee
Directors.

     B. Authority of the Committee. Subject to the provisions of the Plan, the
Committee shall have sole authority, in its discretion, to determine (i) which
Employees, Nonemployee Directors and Consultants shall receive Awards, (ii) the
time or times when Awards shall be granted, (iii) the type or types of Awards to
be granted, and (iv) the number of shares of Common Stock which may be issued
under each Award. In making such determinations the Committee may take into
account the nature of the services rendered by the respective individuals, their
present and potential contribution to the success of the Company, and such other
factors as the Committee in its discretion shall deem relevant. The Committee
shall also have such additional powers as are delegated to it by the Plan.
Subject to the express provisions of the Plan, the Committee is authorized to
construe the Plan and the respective agreements executed thereunder, to
prescribe such rules and regulations relating to the Plan as it may deem
advisable to carry out the Plan, and to determine the terms, restrictions and
provisions of each Award, including such terms, restrictions and provisions as
shall be requisite in the judgment of the Committee to cause designated Options
to qualify as Incentive Stock Options, and to make all other determinations
necessary or advisable for administering the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in any agreement
relating to an Award in the manner and to the extent it shall deem expedient to
carry it into effect. The determinations of the Committee on the matters
referred to in this Article IV shall be conclusive.

     C. Liability of Committee Members. No member of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any Award.

     D. Costs of Plan. The costs and expenses of administering the Plan shall be
borne by the Company.

                                 V. ELIGIBILITY

     Employees, Nonemployee Directors and Consultants are eligible to receive
Options and Restricted Stock Awards; provided, however, only Employees are
eligible to receive Incentive Stock Options. Only Nonemployee Directors are
eligible to receive Nonemployee Director Options. Any Award may be granted on
more than one occasion to the same person, and may include an Incentive Stock
Option, a Nonstatutory Stock Option, a Restricted Stock Award, or any
combination thereof. No employee may be granted options or Restated Stock Awards
under the Plan for more than an aggregate of 100,000 shares of Common Stock in
connection with the hiring of the employee or 50,000 shares of Common Stock in
any calendar year otherwise.

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                         VI. SHARES SUBJECT TO THE PLAN

     A. Aggregate Number of Shares. Subject to Article X, the aggregate number
of shares of Common Stock that may be issued under the Plan shall not exceed
515,000 shares, after giving effect to a 109-to-one stock split declared by the
Board on January 27, 1995. Shares shall be deemed to have been issued under the
Plan only (i) to the extent actually issued and delivered pursuant to an Award,
or (ii) to the extent an Award is settled in cash. To the extent that an Award
lapses or the rights of its Holder terminate, any shares of Common Stock subject
to such Award shall again be available for the grant of an Award.

     B. Stock Offered. The stock to be offered pursuant to the grant of any
Award may be authorized but unissued Common Stock or Common Stock previously
issued and outstanding and reacquired by the Company.

                                  VII. OPTIONS

     A. Option Period. The term of each Option shall be as specified by the
Committee at the date of grant, except that no Incentive Stock Option shall be
exercisable after the expiration of ten years from the date of grant of such
Incentive Stock Option.

     B. Limitations on Exercise of Option. An Option shall be exercisable in
whole or in such installments and at such times as determined by the Committee.

     C. Special Limitations on Incentive Stock Options. To the extent that the
aggregate Fair Market Value (determined at the time the respective Incentive
Stock Option is granted) of Common Stock with respect to which Incentive Stock
Options granted are exercisable for the first time by an individual during any
calendar year under all incentive stock option plans of the Company exceeds
$100,000, such Incentive Stock Options shall be treated as options which do not
constitute Incentive Stock Options. The Committee shall determine, in accordance
with applicable provisions of the Code, Treasury Regulations and other
administrative pronouncements, which of a Holder's Options will not constitute
Incentive Stock Options because of such limitation and shall notify the Holder
of such determination as soon as practicable after such determination. No
Incentive Stock Option shall be granted to an individual if, at the time the
Option is granted, such individual owns stock possessing more than 10 percent of
the total combined voting power of all classes of stock of the Company, unless
(i) at the time such Option is granted the exercise price is at least 110
percent of the Fair Market Value of the Common Stock subject to the Option and
(ii) such Option by its terms is not exercisable after the expiration of five
years from the date of grant.

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     D. Separate Stock Certificates. Separate stock certificates shall be issued
by the Company for those shares acquired pursuant to the exercise of an
Incentive Stock Option and for those shares acquired pursuant to the exercise of
a Nonstatutory Stock Option.

     E. Option Agreement. Each Option shall be evidenced by an Option Agreement
in such form and containing such provisions not inconsistent with the provisions
of the Plan as the Committee from time to time shall approve, including, without
limitation, provisions to qualify an Incentive Stock Option under Section 422 of
the Code. An Option Agreement may provide for the payment of the exercise price,
in whole or in part, by the delivery of a number of shares of Common Stock (plus
cash if necessary) having a Fair Market Value (as of the exercise date of the
Option) equal to such exercise price. Moreover, an Option Agreement may provide
for a "cashless exercise" of the Option by establishing procedures whereby the
Holder, by a properly executed written notice, directs (i) an immediate market
sale or margin loan respecting all or a part of the shares of Common Stock to
which the Holder is entitled upon exercise of the Option, (ii) the delivery of
the shares of Common Stock from the Company directly to a brokerage firm and
(iii) the delivery of the exercise price from sale or margin loan proceeds from
the brokerage firm directly to the Company. Such Option Agreement may also
include, without limitation, provisions relating to (a) vesting of Options, (b)
tax matters (including provisions covering any applicable employee wage
withholding requirements), and (c) any other matters not inconsistent with the
terms and provisions of this Plan that the Committee shall in its sole
discretion determine. The terms and conditions of the respective Option
Agreements need not be identical.

     F. Exercise Price and Payment. The price at which a share of Common Stock
may be purchased upon exercise of an Option shall be determined by the
Committee, but such exercise price (i) shall not be less than the Fair Market
Value of a share of Common Stock on the date such Option is granted if the
Option is an Incentive Stock Option and (ii) shall be subject to adjustment as
provided in Article X. An Option or portion thereof may be exercised by delivery
of an irrevocable notice of exercise to the Company. The exercise price of an
Option or portion thereof shall be paid in full in the manner prescribed by the
Committee.

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     G. Termination of Employment or Service.

          1. In the event the employment or service of a Holder of an Option by
     the Company terminates for any reason other than because of Disability or
     death, such Option may be exercised at any time prior to the expiration
     date of the Option or the expiration of three months after the date of such
     termination, whichever is the shorter period, but only if and to the extent
     the Holder was entitled to exercise the Option at the date of such
     termination.

          2. In the event the employment or service of a Holder of an Option by
     the Company terminates because of Disability, such Option may be exercised
     at any time prior to the expiration date of the Option or the expiration of
     one year after the date of such termination, whichever is the shorter
     period, but only if and to the extent the Holder was entitled to exercise
     the Option at the date of such termination.

          3. In the event of the death of a Holder of an Option while employed
     by or providing service to the Company, such Option may be exercised at any
     time prior to the expiration date of the Option or the expiration of one
     year after the date of such death, whichever is the shorter period, but
     only if and to the extent the Holder was entitled to exercise the Option on
     the date of death, and only by the person or persons to whom such Holder's
     rights under the Option shall pass by the Holder's will or by the laws of
     descent and distribution of the state or country of domicile at the time of
     death.

          4. The Committee, at the time of grant or at any time thereafter, may
     extend the three-month and one-year expiration periods any length of time
     not later than the original expiration date of the Option, and may increase
     the portion of the Option that is exercisable, subject to such terms and
     conditions as the Committee may determine.

          5. To the extent that the Option of any deceased Holder or of any
     Holder whose employment or service terminates is not exercised within the
     applicable period, all further rights to purchase Common Stock pursuant to
     such Option shall cease and terminate.

     H. Rights As a Shareholder. The Holder of an Option under the Plan shall
have no rights as a shareholder with respect to the Common Stock subject to such
Option until the date of issue to the Holder of a stock certificate for such
shares. Except as otherwise expressly provided in the Plan, no adjustment shall
be made for dividends or other rights for which the record date occurs prior to
the date such stock certificate is issued.

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     I. Options in Substitution for Stock Options Granted by Other Corporations.
Options may be granted under the Plan from time to time in substitution for
stock options held by individuals employed by corporations who become Employees
as a result of a merger or consolidation of the employing corporation with the
Company, or the acquisition by the Company of the assets of the employing
corporation, or the acquisition by the Company of stock of the employing
corporation with the result that such employing corporation becomes a
Subsidiary.

                          VIII. RESTRICTED STOCK AWARDS

     A. Restriction Period. At the time a Restricted Stock Award is granted, the
Committee shall establish a period of time (the "Restriction Period") applicable
to such Award. Each Restricted Stock Award may have a different Restriction
Period, in the discretion of the Committee. The Restriction Period applicable to
a particular Restricted Stock Award shall not be changed except as permitted by
Paragraph B of this Article VIII or Article X.

     B. Other Terms and Conditions. Common Stock awarded pursuant to a
Restricted Stock Award shall be represented by a stock certificate registered in
the name of the Holder of such Restricted Stock Award. The Holder shall have the
right to receive dividends during the Restriction Period, to vote Common Stock
subject thereto and to enjoy all other shareholder rights, except that (i) the
Holder shall not be entitled to delivery of the stock certificate until the
Restriction Period shall have expired, (ii) the Company shall retain custody of
the stock certificate during the Restriction Period, (iii) the Holder may not
sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock
during the Restriction Period, and (iv) a breach of the terms and conditions
established by the Committee pursuant to the Restricted Stock Agreement shall
cause a forfeiture of the Restricted Stock Award. Stock dividends issued with
respect to Common Stock awarded pursuant to a Restricted Stock Award shall be
treated as additional Common Stock covered by the Restricted Stock Award. At the
time of such Award, the Committee may, in its sole discretion, prescribe
additional terms, conditions or restrictions relating to Restricted Stock
Awards, including, but not limited to, rules pertaining to the termination of
employment or service (by retirement, Disability, death or otherwise) of a
Holder prior to expiration of the Restriction Period. Such additional terms,
conditions or restrictions shall be set forth in a Restricted Stock Agreement
made in conjunction with the Award. Such Restricted Stock Agreement may also
include, without limitation, provisions relating to (i) vesting of Awards, (ii)
tax matters (including provisions (x) covering any applicable employee wage
withholding requirements and (y) prohibiting an election by the Holder under
Section 83(b) of the Code), and (iii) any other matters not inconsistent with
the terms and provisions of this Plan that the Committee shall in its sole
discretion determine.

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     C. Exercise Price and Payment. The Committee shall determine the amount and
form of any payment for Common Stock received pursuant to a Restricted Stock
Award, provided that in the absence of such a determination, a Holder shall not
be required to make any payment for Common Stock received pursuant to a
Restricted Stock Award, except to the extent otherwise required by law.

     D. Restricted Stock Agreement. At the time any Award is granted under this
Article VIII, the Company and the Holder shall enter into a Restricted Stock
Agreement setting forth each of the matters contemplated hereby and such other
matters as the Committee may determine to be appropriate. The terms and
provisions of the respective Restricted Stock Agreements need not be identical.

                        IX. NONEMPLOYEE DIRECTOR OPTIONS

     A. Exercise Price. The price at which a share of Common Stock may be
purchased upon exercise of a Nonemployee Director Option shall be the Fair
Market Value of a share of Common Stock on the date such Nonemployee Director
Option is granted.

     B. Term and Limitations on Exercise. Each Nonemployee Director Option shall
be a Nonstatutory Stock Option and shall have a five-year term from the date of
grant, unless earlier terminated as provided in Paragraph G of Article VII or
Article X. Each Nonemployee Director Option shall become exercisable at the rate
of one-third per year on each of the first three anniversaries of the date of
grant, subject to earlier exercise pursuant to Article X. If a Holder ceases to
be a Director for any reason, including death or Disability, the exercise of the
Option shall be subject to Paragraph G of Article VII.

     C. General Rules. Nonemployee Director Options shall be governed by the
provisions of Article VII to the extent such provisions are not inconsistent
with this Article IX. Each Nonemployee Director Option shall be evidenced by a
Nonemployee Director Option Agreement.

     D. Automatic Grants. Immediately after the close of each shareholder
meeting at which a Nonemployee Director is first elected to the Board, such
Nonemployee Director shall automatically be granted a Nonemployee Director
Option to purchase 5,775 shares of Common Stock. Immediately after the close of
each shareholder meeting thereafter at which such Nonemployee Director is
re-elected to the Board, such Nonemployee Director shall automatically be
granted a Nonemployee Director Option to purchase 1,400 shares of Common Stock.
Notwithstanding the foregoing, no Nonemployee Director shall be granted
Nonemployee Director Options covering, in the aggregate, more than 8,575 shares
of Common Stock.

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                         X. CHANGES IN CAPITAL STRUCTURE

     A. If the outstanding Common Stock is hereafter increased or decreased or
changed into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation by reason of any
reorganization, merger, consolidation, plan of exchange, recapitalization,
reclassification, stock split-up, combination of shares or dividend payable in
shares, appropriate adjustment shall be made by the Committee in the number and
kind of shares available for Awards. In addition, the Committee shall make
appropriate adjustment in the number and kind of shares as to which outstanding
Options, or portions thereof then unexercised, shall be exercisable, the option
price of outstanding Options and any and all other matters deemed appropriate by
the Committee, so that the Holder's proportionate interest and economic value
before and after the occurrence of the event is maintained. Notwithstanding the
foregoing, the Committee shall have no obligation to effect any adjustment that
would or might result in the issuance of fractional shares, and any fractional
shares resulting from any adjustment may be disregarded or provided for in any
manner determined by the Committee. Any such adjustments made by the Committee
shall be conclusive. Any adjustment provided for in this Paragraph A of Article
X shall be subject to any required shareholder action. In the event of
dissolution of the Company or a merger, consolidation or plan of exchange
affecting the Company, in lieu of providing for Options as provided above in
this Paragraph A of Article X or in lieu of having the Options continue
unchanged, the Committee may, in its sole discretion, provide a 30-day period
prior to such event during which Holders shall have the right to exercise
Options in whole or in part without any limitation on exercisability and upon
the expiration of which 30-day period all unexercised Options shall immediately
terminate.

     B. The existence of the Plan and the Awards granted hereunder shall not
affect in any way the right or power of the Board or the shareholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business, any merger or
consolidation of the Company, any issue of debt or equity securities ahead of or
affecting Common Stock or the rights thereof, the dissolution or liquidation of
the Company, or any sale, lease, exchange or other disposition of all or any
part of its assets or business or any other corporate act or proceeding.

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     C. Except as hereinbefore expressly provided, the issuance by the Company
of shares of stock of any class or securities convertible into shares of stock
of any class, for cash, property, labor or services, upon direct sale, upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, and in any case whether or not for fair value, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number of
shares of Common Stock subject to Awards theretofore granted or the exercise
price per share, if applicable.

                    XI. AMENDMENT AND TERMINATION OF THE PLAN

     The Board in its discretion may terminate the Plan at any time with respect
to any shares for which Awards have not theretofore been granted. The Board
shall have the right to alter or amend the Plan or any part thereof from time to
time; provided, that no change in any Award theretofore granted may be made
which would impair the rights of the Holder without the consent of the Holder;
provided further, that the provisions of Article IX shall not be amended more
than once during any period of six calendar months, other than to comport with
changes in the Code, the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder; and provided further, that the Board may not,
without approval of the shareholders, amend the Plan:

          (a) to increase the maximum number of shares which may be issued on
     grant or exercise of an Award, except as provided in Article X;

          (b) to change the price at which an Award may be granted or exercised,
     except as provided in Article X;

          (c) to change the class of individuals eligible to receive Awards; or

          (d) to extend the maximum period during which Awards may be granted
     under the Plan.

                               XII. MISCELLANEOUS

     A. No Right To An Award. Neither the adoption of the Plan by the Company
nor any action of the Board or the Committee shall be deemed to give an
Employee, a Consultant or a Nonemployee Director any right to be granted an
Award or any of the rights hereunder except as may be evidenced by an Award or
by an Option Agreement, Restricted Stock Agreement or Nonemployee Director
Option Agreement duly executed on behalf of the Company, and then only to the
extent and on the terms and conditions expressly set forth therein.

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     B. No Employment Rights Conferred. Nothing in the Plan shall (i) confer
upon any Employee any right with respect to continuation of employment with the
Company or (ii) interfere in any way with the right of the Company to terminate
the Employee's employment (or service as a Director, in accordance with
applicable corporate law, or service as a Consultant) at any time for any
reason, with or without cause.

     C. Other Laws; Withholding. The Company shall not be obligated to issue any
Common Stock pursuant to any Award granted under the Plan at any time when the
shares covered by such Award have not been registered under the Securities Act
of 1933, as amended, and such other state and federal laws, rules or regulations
as the Company or the Committee deems applicable and, in the opinion of legal
counsel for the Company, there is no exemption from the registration
requirements of such laws, rules or regulations available for the issuance and
sale of such shares. No fractional shares of Common Stock shall be delivered,
nor shall any cash in lieu of fractional shares be paid. The Company shall have
the right to deduct in connection with all Awards any taxes required by law to
be withheld and to require any payments required to enable it to satisfy its
withholding obligations.

     D. No Restriction on Corporate Action. Nothing contained in the Plan shall
be construed to prevent the Company from taking any corporate action which is
deemed by the Company to be appropriate or in its best interest, whether or not
such action would have an adverse effect on the Plan or any Award granted under
the Plan. No Employee, Consultant, Director, beneficiary or other person shall
have any claim against the Company as a result of any such action.

     E. Restrictions on Transfer. An Award shall not be transferable otherwise
than by will or the laws of descent and distribution; provided, however, that
with the consent of the Committee, Nonstatutory Stock Options may be assigned or
transferred pursuant to a qualified domestic relations order (a "QDRO") as
defined by the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder. An Award may be exercisable during
the lifetime of the Holder only by such Holder, the Holder's guardian or legal
representative or the Holder's permitted assignee or transferee under a QDRO.

     F. Governing Law. To the extent that federal laws (such as the Code and the
federal securities laws) do not otherwise control, the Plan shall be construed
in accordance with the laws of the state of Oregon.

     H. Headings. Headings contained in the Plan are for reference purposes and
shall not affect the meaning or interpretation of the Plan.