Exhibit 4.1


                          INTERNATIONAL FIBERCOM, INC.
                        2000 DIRECTORS STOCK OPTION PLAN


1.   INTRODUCTION

     1.1 PURPOSE. This plan shall be known as the International  FiberCom,  Inc.
2000  Directors  Stock Option Plan (the "Plan").  The purpose of this Plan is to
promote  the  growth  and  development  of  International  FiberCom,  Inc.  (the
"Company") by providing  increased  incentives for the directors of the Company.
The Plan is to help  the  Company  to  attract  and  retain  the best  available
individuals  to serve as  non-employee  members  of the  Board,  to reward  such
directors for their  contributions to the Company,  and to maximize the identity
of interest  between such  directors and the Company's  stockholders  generally.
This Plan provides for the granting of non-qualified stock options.

     1.2 EFFECTIVE  DATE.  The  effective  date of the Plan shall be December 4,
2000,  subject  to  approval  of the Plan by the  shareholders  of the  Company.
Options  granted  prior  to  such   shareholder   approval  shall  be  expressly
conditioned upon such shareholder approval of the Plan.

     1.3  COMPLIANCE  WITH  RULE  16B-3.  It is  intended  that the Plan and its
operation comply with the provisions of Rule 16b-3 under the Securities Exchange
Act of 1934 (or any successor  rule).  If any provision of the Plan or any grant
hereunder  would  disqualify  the Plan or such grant under,  or would not comply
with,  Rule 16b-3 (or any  successor  rule),  such  provision  or grant shall be
construed or deemed amended to conform to Rule 16b-3.

2.   PLAN DEFINITIONS

     2.1  DEFINITIONS.  For Plan  purposes,  except  where the  context  clearly
indicates  otherwise,  the  following  terms shall have the  meanings  set forth
below:

          2.1.1 "BOARD" shall mean the Board of Directors of the Company.

          2.1.2 "CODE" shall mean the Internal  Revenue Code of 1986, as amended
from time to time.

          2.1.3  "COMMISSION"  means the Securities  Exchange  Commission or any
successor agency.

          2.1.4  "COMMITTEE" shall mean the Board or such other committee as the
Board shall designate, as described in Paragraph 4.1, "Administration."

          2.1.5 "COMPANY" shall mean  International  FiberCom,  Inc., an Arizona
corporation, or any successors as provided in Paragraph 6.9, "Successors."

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          2.1.6 "COMPANY STOCK" shall mean Common Stock of the Company, and such
other stock and securities  that may be  substituted  for the Common Stock under
Paragraph 3.2, "Changes in Company Stock."

          2.1.7  "CONSULTANT"  shall mean a non-employee  of the Corporation who
provides  services to the Company and who is  designated  as a Consultant by the
Board.

          2.1.8  "DIRECTOR" shall mean any person who is elected or appointed to
the Board.

          2.1.9  "FAIR  MARKET  VALUE" on any date shall mean,  with  respect to
Company Stock,  if the stock is then listed and traded on a registered  national
securities exchange, or is quoted in the Nasdaq National Market System, the mean
of the high and low sale prices  recorded in composite  transactions as reported
in the WALL STREET JOURNAL. In the absence of reported sales on such date, or if
the  stock is not so  listed or  quoted,  but is traded in the  over-the-counter
market,  "Fair  Market  Value"  shall be the mean of the  closing  bid and asked
prices for such shares on such date as reported in the WALL STREET JOURNAL,  or,
if not so reported as obtained from a bona fide market maker in such shares.  In
the absence of an established market for the Common Stock, the Fair Market Value
of the Common Stock shall be determined by the Board.

          2.1.10  "EXCHANGE  ACT" means the Securities and Exchange Act of 1934,
as  amended,  from  time to time,  and the  rules  and  regulations  promulgated
thereunder.

          2.1.11  "EXERCISE  PRICE"  shall mean,  with  respect to each share of
Company Stock subject to the Option  granted,  the Fair Market Value on the date
of grant.

          2.1.12 "OPTIONEE" shall mean any person who has been granted an Option
under the Plan.

          2.1.13  "OPTION" shall mean a right to purchase  Company Stock granted
pursuant to the Plan.

          2.1.14 "OUTSIDE DIRECTOR" means a member of the Board who qualifies as
a  "Non-Employee  Director,"  as defined in Rule 16b-3,  as  promulgated  by the
Commission  under the Exchange Act or any  successor  definition  adopted by the
Commission.

3.   SHARES SUBJECT TO OPTION

     3.1 AVAILABLE SHARES.  The total number of shares of Company Stock that may
be  issued  under  the Plan  shall  in the  aggregate  not  exceed  one  million
(1,000,000).  Shares  subject to and not issued  under an Option  that  expires,
terminates,  is canceled or forfeited  for any reason under the Plan shall again
become available for the granting of Options.

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     3.2 CHANGES IN COMPANY  STOCK.  If any stock  dividend is declared upon the
Company  Stock,  or if there is any stock split,  stock  distribution,  or other
recapitalization of the Company with respect to the Company Stock,  resulting in
a split or combination or exchange of shares,  the aggregate  number and kind of
shares which may  thereafter be offered under the Plan shall be  proportionately
and  approximately  adjusted  and the number and kind of shares then  subject to
Options  granted  to  employees  under the Plan and the per share  Option  price
therefor shall be proportionately and appropriately adjusted, without any change
in the aggregate purchase prices to be paid therefor.

4.   ADMINISTRATION

     4.1  ADMINISTRATION.  The Plan shall be  administered by the Board, or such
other  committee of the Board as the Board may from time to time  determine (all
of  the  foregoing  are  collectively  referenced  to as the  "Committee").  The
Committee  shall be  constituted  so as to permit  the Plan to  comply  with the
provisions of Rule 16b-3 under the Exchange Act or any successor rule.

     4.2 COMMITTEE POWERS.

          4.2.1 The Committee is empowered to adopt such rules,  regulations and
procedures  and take such other action as it shall deem  necessary or proper for
the  administration  of the Plan and, in its discretion,  may modify,  extend or
renew any Option theretofore granted. The Committee shall also have authority to
interpret  the  Plan,  and  the  decision  of the  Committee  on  any  questions
concerning the  interpretation  of the Plan shall be final and  conclusive.  The
Committee  may consult with  counsel,  who may be counsel for the  Company,  and
shall not incur any  liability  for any action  taken in good faith in  reliance
upon the advice of counsel.

          4.2.2 Subject to the provisions of the Plan, the Committee  shall have
full and final authority to:

               4.2.2.1  designate the Outside  Directors and Consultants to whom
Options shall be granted;

               4.2.2.2  grant  Options in such form and amount as the  Committee
shall determine;

               4.2.2.3 impose such limitations, restrictions and conditions upon
any such Option as the Committee shall deem appropriate; and

               4.2.2.4 waive in whole or in part any  limitations,  restrictions
or  conditions  imposed  upon  any  such  Option  as the  Committee  shall  deem
appropriate.

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5.   STOCK OPTIONS

     5.1 GENERAL.  Each option  granted  under the Plan shall be a  nonqualified
stock  option.  The option grant shall be evidenced by a stock option  agreement
between  the  Company  and the  Optionee,  which  shall  contain  the  terms and
conditions  required  by this  Article 5 and such  other  terms and  conditions,
consistent  with the Plan, as the Committee may deem  appropriate  in each case.
The  provisions  of  option  grants  need not be the same with  respect  to each
recipient.  The Options  granted  under this Plan shall be subject to adjustment
under Paragraph 5.6, "Merger, Consolidation or Reorganization."

     5.2 DATE OPTION GRANTED.  For purposes of the Plan, a stock option shall be
considered as having been granted on the date on which the Committee  authorized
the grant of the Option, except where the Committee has designated a later date,
in which event the later date shall  constitute the date of grant of the Option;
provided,  however,  that in either case notice of the grant of the Option shall
be given to the Optionee within a reasonable time.

     5.3 OPTION PRICE. The price at which each share of Company Stock covered by
an Option  may be  purchased  shall be one  hundred  percent  (100%) of the Fair
Market Value of the Company Stock on the date the Option is granted.

     5.4 PERIOD FOR EXERCISE. Unless otherwise determined by the Committee, each
Option  granted shall have a term expiring on the tenth  anniversary of the date
on which it was granted (the "Expiration Date"),  subject to early expiration as
provided in Paragraph  5.5,  "Early  Expiration."  Each Option granted under the
Plan may be exercised by the Optionee, in whole or in part, at any time prior to
its Expiration Date to the extent that it is vested.

     5.5  EARLY  EXPIRATION.  If an  Optionee  ceases  to  serve  as an  Outside
Director,  any unvested  portion of the Option shall expire on the date on which
the Optionee ceases to serve as an Outside  Director,  subject to this Paragraph
5.5, "Early  Expiration,"  and Paragraph  5.10,  "Change of Control." The vested
portion of the Option shall expire or remain exercisable in accordance with this
Paragraph 5.5, "Early Expiration":

          5.5.1 If the  service of an  Optionee  as an Outside  Director  ceases
because of death or disability,  as such  disability is determined by the Board,
the  Option,  whether  or  not  vested  or  exercisable  at  the  time  of  such
termination,  shall  vest and be  exercisable  in full at any time  prior to the
Expiration Date by the personal  representative  of the Optionee's estate or the
person  or  persons  to whom the  Option is  transferred  by will or the laws of
decent  and  distribution,  or by  the  Optionee  or the  Optionee's  designated
representative in the event of the Optionee's disability;

          5.5.2 If the service of any Optionee as an Outside Director ceases for
any reason  other than  death,  disability  or any of the  matters  set forth in
Paragraph  5.5.4  below and  provided  the  Board  determines  that the  Outside
Director had discharged  his duties as a Director in a manner  acceptable to the
Board,  then the  Optionee  may  exercise  the Option to the extent  that it had
vested  as of the  date  of  the  Outside  Director's  termination  through  the
Expiration Date;

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          5.5.3 If the service of an Optionee as an Outside  Director ceases for
any reason  other than  death,  disability  or any of the  matters  set forth in
Paragraph  5.5.4  and the  Board  determines  that the  Optionee  had  failed to
discharge his duties as a Director in a manner acceptable to the Board, then the
Optionee  may  exercise the Option to the extent it had vested as of the date of
termination of the Outside  Director's  service for a period of thirty (30) days
from the date of termination; and

          5.5.4 If the  Optionee  is  terminated  as an Outside  Director by the
Board for (i)  misconduct,  which  includes,  but is not  limited to, any act of
dishonesty, moral turpitude, fraud or embezzlement, (ii) unauthorized use of any
disclosure of confidential information or trade secrets of the Company, or (iii)
acting in such a manner  deemed by the  Board  not in the best  interest  of the
Company, then,  notwithstanding any other provision in the Plan to the contrary,
the Option shall immediately expire and cease to be outstanding.

     5.6 METHOD OF  EXERCISE.  Each Option may be  exercised in whole or in part
from time to time as specified in the Stock Option Agreement.  Each Optionee may
exercise an Option by giving  written  notice of the  exercise  to the  Company,
specifying the number of shares to be purchased,  accompanied by payment in full
of the  purchase  price  therefor.  The purchase  price may be paid in cash,  by
check, or, with the approval of the Committee,  by delivering  shares of Company
Stock that have been beneficially owned by the Optionee,  the Optionee's spouse,
or both of them  for a  period  of at  least  six  months  prior  to the time of
exercise  ("Delivered  Stock") or a  combination  of cash and  Delivered  Stock.
Delivered  Stock shall be valued at its Fair Market Value  determined  as of the
date of exercise of the Option.  No Optionee  shall be under any  obligation  to
exercise  any  Option  hereunder.  An  Optionee  shall not have any  rights of a
stockholder  with respect to the shares  subject to the Option until such shares
shall have been delivered to the Optionee.

     5.7  MERGER,  CONSOLIDATION  OR  REORGANIZATION.  In the event of a merger,
consolidation or reorganization with another corporation in which the Company is
not the surviving corporation, the Committee may, subject to the approval of the
Board of Directors of the Company,  or the board of directors of any corporation
assuming the obligations of the Company  hereunder,  take action  regarding each
outstanding and unexercised  Option pursuant to either  Paragraph 5.7.1 or 5.7.2
below:

          5.7.1  Appropriate  provision  may be made for the  protection of such
Option by the  substitution on an equitable  basis of appropriate  shares of the
surviving  corporation,  provided that the excess of the  aggregate  Fair Market
Value of the shares subject to such Option  immediately before such substitution
over the  exercise  price  thereof is not more than the excess of the  aggregate
fair market value of the substituted  shares made subject to Option  immediately
after such substitution over the exercise price thereof; or

          5.7.2 The  Committee  may  cancel  such  Option.  In such  event,  the
Company,  or the corporation  assuming the obligations of the Company hereunder,
shall pay the Optionee an amount of cash (less normal  withholding  taxes) equal
to the excess of the highest  Fair Market  Value per share of the Company  Stock
during the 60-day  period  immediately  preceding the merger,  consolidation  or

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reorganization  over the  Option  exercise  price,  multiplied  by the number of
shares subject to such Option.

     5.8 WITHHOLDING  TAXES.  Pursuant to applicable federal and state laws, the
Company is or may be required to collect  withholding taxes upon the exercise of
an Option or the lapse of stock  restrictions.  The  Company may  require,  as a
condition to the  exercise of an Option or the issuance of a stock  certificate,
that the  Optionee  concurrently  pay to the Company  (either in cash or, at the
request of Grantee but in the  discretion  of the  Committee and subject to such
rules and regulations as the Committee may adopt from time to time, in shares of
Delivered  Stock) the entire  amount or a portion of any taxes which the Company
is required to withhold by reason of such exercise or lapse of restrictions,  in
such amount as the Committee or the Company in its discretion may determine.  In
lieu of part or all of any such payment, the Optionee may elect, subject to such
rules and  regulations  as the  Committee  may adopt  from time to time,  or the
Company may require that the Company  withhold from the shares to be issued that
number  of shares  having a Fair  Market  Value  equal to the  amount  which the
Company is required to withhold.

     5.9 CONDITIONS UPON ISSUANCE OF SHARES.  The Plan, the grant,  the exercise
of Options and the obligations of the Company shall be subject to all applicable
federal and state laws,  rules and  regulations,  and to such  approvals  by any
regulatory or governmental  agency as may be required.  The Company shall not be
required to issue or deliver any certificate or  certificates  for shares of the
Company  Stock prior to (i) the admission of such shares to listing on any stock
exchange on which the Company Stock may then be listed,  and (ii) the completion
of any  registration  or other  qualification  of such shares under any state or
federal law  (including,  without  limitation,  the  Securities  Act of 1933, as
amended, and the Exchange Act), or rulings or regulations of any government body
which the Company shall,  in its sole  discretion,  determine to be necessary or
advisable.

     5.10 CHANGE OF CONTROL.

          5.10.1 If a Change of Control,  as defined  below,  occurs  during the
term of an Option, each outstanding Option shall

               5.10.1.1  be  assumed  or  an  equivalent   option  or  right  be
substituted  by the  successor  corporation  or by a parent or subsidiary of the
successor corporation; and

               5.10.1.2  fully  vest and the  Optionee  shall  have the right to
exercise  the  Option  in full if the  Optionee  ceases  to serve as an  Outside
Director  for any  reason  within 24 months  of a Change of  Control,  including
Shares as to which the Optionee  would not  otherwise be vested or  exercisable,
provided  that the  Option  shall not vest and be  exercisable  if the  Optionee
ceases to be an Outside  Director  for any of the reasons set forth in Paragraph
5.5.4.

          5.10.2 For the purposes of this  Paragraph  5.10,  "Change of Control"
shall mean an event or the last of a series of related events by which:

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               5.10.2.1 any Person directly or indirectly  acquires or otherwise
becomes  entitled to vote stock more than 50% of the voting  power in  elections
for Directors of the Company;  or

               5.10.2.2  during any 24-month period a majority of the members of
the Board ceases to consist of Directors who were:

                    5.10.2.2.1   Directors  at  the   beginning  of  the  period
("Continuing Directors"), or

                    5.10.2.2.2 appointed to office after the start of the period
by the  Board  with the  approval  of  two-thirds  of the  incumbent  Continuing
Directors ("Appointed Directors"); or

                    5.10.2.2.3  elected to office  after the start of the period
by the  stockholders  following  nomination  for  election by the Board with the
approval  of  two-thirds  of  the  incumbent   Continuing   Directors  ("Elected
Directors"); or

                    5.10.2.2.4 appointed to office after the start of the period
by the Board of  Directors  with the  approval of  two-thirds  of the  incumbent
Continuing, Appointed and Elected Directors; or

                    5.10.2.2.5  elected to office  after the start of the period
by the Company's  stockholders  following  nomination  for election by the Board
with the approval of  two-thirds  of the  incumbent  Continuing,  Appointed  and
Elected Directors; or

               5.10.2.3  the  Company  merges  or   consolidates   with  another
corporation,  and holders of outstanding  shares of the Common Stock immediately
prior to the merger or  consolidation  do not own stock in the  survivor  of the
merger or  consolidation  having more than 51% of the voting  power in elections
for Directors; or

               5.10.2.4 the Company  sells all or a  substantial  portion of the
consolidated  assets of the Company and its  subsidiaries,  and the Company does
not own  stock in the  purchaser  having  more than 51% of the  voting  power in
elections for Directors.

               5.10.2.5  As used in this  Paragraph  12, a  "Person"  means  any
"person" as that term is used in  Paragraphs  13(d) and 14(d) of the  Securities
Exchange  Act  of  1934,  as  amended,   together  with  all  of  that  person's
"affiliates" and  "associates," as those terms are defined in Rule 12b-2 of such
Act.

               5.10.2.6 The following  events shall not  constitute a "Change of
Control":

                    5.10.2.6.1 sale of securities by the Company;

                    5.10.2.6.2  any   acquisition  by  the  Company  of  another
corporation, business or entity; or

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                    5.10.2.6.3  any  acquisition  of the Company by any employee
benefit plan (or related  trust)  sponsored or  maintained by the Company or any
corporation controlled by the Company.

6.   GENERAL

     6.1  NONTRANSFERABILITY.  No Option  shall be  transferable  by an Optionee
otherwise than by will or the laws of descent and distribution, provided that in
accordance  with  Internal  Revenue  Service  guidance,  the  Committee,  in its
discretion,  may  grant  Options  that  are  transferable,  without  payment  of
consideration,  to family  members of the Optionee or to trusts or  partnerships
for such family members.  The Committee may also amend outstanding stock options
to provide for such  transferability.  In the event of the Optionee's death, the
Optionee's  beneficiary  designated  pursuant to  Paragraph  6.10,  "Beneficiary
Designation,"  or  in  the  absence  of  any  such  designation,   the  personal
representative  of the  Optionee's  estate or the  person or persons to whom the
option  is  transferred  by will or the laws of  descent  and  distribution  may
exercise the option in accordance with its terms.

     6.2 GENERAL  RESTRICTION.  Each Option shall be subject to the  requirement
that  if at  any  time  the  Board  or the  Committee  shall  determine,  in its
discretion, that the listing,  registration, or qualification of securities upon
any  securities  exchange  or under any state or federal  law, or the consent or
approval of any  government  regulatory  body,  is  necessary  or desirable as a
condition of, or in connection with, the granting of such Option or the issue or
purchase of securities thereunder,  such Option may not be exercised in whole or
in part unless such listing,  registration,  qualification,  consent or approval
shall have been effected or obtained free of any  conditions  not  acceptable to
the Board or the Committee.

     6.3 NO PROMISE OF CONTINUED  SERVICE AS A DIRECTOR.  Nothing in the Plan or
in any Option  granted  under the Plan shall confer on any director any right to
continue  as a director  of the  Company  or affect the right of the  Company to
terminate his or her service to the Company at any time.

     6.4  EXPIRATION  AND  TERMINATION  OF THE PLAN.  The Plan will terminate on
December 3, 2010,  except as to Options then  outstanding  under the Plan, which
Options shall remain in effect until they have been exercised,  the restrictions
have  lapsed or the  Options  have  expired or been  forfeited.  The Plan may be
abandoned  or  terminated  at any time by the Board,  except with respect to any
Options then outstanding under the Plan.

     6.5 AMENDMENTS,  MODIFICATION AND  TERMINATION.  The Board may from time to
time amend, modify,  suspend or terminate the Plan; provided,  however,  that no
such action shall be made without  shareholder  approval where such change would
be required in order to comply  with Rule 16b-3 under the  Exchange  Act, or any
successor rule, or the Code.  Subject to the terms and conditions and within the
limitations of the Plan, the Committee may modify,  extend or renew  outstanding
Options granted under the Plan, accept the surrender of outstanding  Options (to
the extent not theretofore exercised),  reduce the exercise price of outstanding

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Options,  or authorize the granting of new Options in substitution  therefor (to
the  extent  not  theretofore  exercised).  Notwithstanding  the  foregoing,  no
modification of an Option (either directly or through  modification of the Plan)
shall,  without the consent of the  Optionee,  alter or impair any rights of the
Optionee under the Option.

     6.6 PLAN EXPENSE. Any expenses of administering this Plan shall be borne by
the Company.

     6.7. CONSTRUCTION OF PLAN. The place of administration of the Plan shall be
in the State of Arizona,  and except as otherwise required by applicable federal
laws, the Plan shall be governed by, and construed in accordance  with, the laws
of  the  State  of  Arizona.   The   validity,   construction,   interpretation,
administration  and  effect of the Plan and of its rules  and  regulations,  and
rights relating to the Plan,  shall be determined in accordance with the laws of
the State of Arizona.

     6.8 GENDER.  For purposes of this Plan,  words used in the masculine gender
shall include the feminine and neuter, and the singular shall include the plural
and vice versa, as appropriate.

     6.9  SUCCESSORS.  All  obligations  of the Company  under the Plan shall be
binding on any successor to the Company, whether the existence of such successor
is the  result of a direct  or  indirect  purchase,  merger,  consolidation,  or
otherwise,  of all or  substantially  all of the business  and/or  assets of the
Company.

     6.10  BENEFICIARY  DESIGNATION.  Each Optionee may, from time to time, name
any beneficiary or beneficiaries  (who may be named continently or successively)
who shall be entitled to exercise  his or her options in  accordance  with their
terms in the event of his or her death before he or she  exercises all of his or
her  outstanding   options.   Each  such  designation  shall  revoke  all  prior
designations by the same Optionee, shall be in a form prescribed by the Company,
and will be  effective  only when  filed by the  Optionee  in  writing  with the
Secretary of the Company during the Optionee's lifetime.

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