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                            EXHIBIT 10.4


                    INCENTIVE STOCK OPTION PLAN
                                 OF
                         CONSIL CORPORATION


ARTICLE    I.     Purpose of Plan
ARTICLE   II.     Definitions
ARTICLE  III.     Administration of the Plan
ARTICLE   IV.     Eligibility
ARTICLE    V.     Shares Available for Incentive Stock Options
ARTICLE   VI.     Option Terms
ARTICLE  VII.     Limitation on Exercise of Options
ARTICLE VIII.     Exercise of Option
ARTICLE   IX.     Transferability of Options
ARTICLE    X.     Termination of Options
ARTICLE   XI.     Adjustments to Options
ARTICLE  XII.     Termination and Amendment
ARTICLE XIII.     Option Agreement and Legend Requirement
ARTICLE  XIV.     Miscellaneous Provisions
ARTICLE   XV.     Effective Date of Plan

ConSil Corporation,  an Idaho corporation  (the "Company"),  hereby
establishes  and sets  forth the  terms  of the  ConSil Corporation
INCENTIVE STOCK OPTION PLAN (the "Plan"), dated January 13, 1997.


                             ARTICLE I
                          Purpose of Plan

The purpose of this  Plan is to provide participating  employees an
incentive to exert  their best  efforts on behalf  of the  Company.
The  Plan seeks to accomplish this purpose by giving such employees
an opportunity to gain a proprietary interest in the Company in the
form  of stock  options.   Holders of  the  options are  allowed to
acquire  stock of the Company on favorable terms. An option granted
hereunder  shall be  referred  to  herein  as an  "Incentive  Stock
Option,"  and all  such  options  are  intended  to  constitute  an
"incentive stock option"' as such term is defined in Section 422 of
the Internal  Revenue Code of  1986, as amended  from time to  time
(the "Code").


                             ARTICLE II
                            Definitions

2.1    "Administrative  Committee" means the  Board of Directors or
       a committee  appointed by the  Board of Directors,  pursuant
       to Article III below, administering the Plan.







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2.2    "Affiliate" means a "parent corporation" of the  Company, as
       described  in Section 424(e)  of the  Code, or a "subsidiary
       corporation" of the Company, as described in  Section 424(f)
       of the Code.

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

2.4    "Code" means the Internal Revenue Code of 1986.

2.5    "Common  Stock" means  the  Company's no  par  value  Common
       Stock.

2.6    "Company" means ConSil Corp.

2.7    "Date of Grant" means the date  on which an Incentive  Stock
       Option is granted under the Plan.

2.8    "Disinterested Person"  has the meaning  defined in  Article
       3.4(c) of this Plan.

2.9    "Incentive Stock Option"  means an option granted under  the
       Plan.

2.10   "Optionee"  means  a  person  to  whom  an  Incentive  Stock
       Option, which  has not expired,  has been  granted under the
       Plan.

2.11   "Plan" means this Incentive Stock Option Plan.

2.12   "Qualified Successor" shall  have the meaning as defined  in
       Article 9.2 of this Plan.

2.13   "Reorganization"  and  "Reorganization Agreement"  have  the
       meanings defined in Article XI of this Plan.

2.14   "Subsidiary"    or   "Subsidiaries"   means   a   subsidiary
       corporation or  corporations of  the Company  as defined  in
       Section 424 of the Code.

2.15   "Successor" means the legal representative of the  estate of
       a  deceased Optionee  or the  person or persons  who acquire
       the right to  exercise an Incentive  Stock Option by bequest
       or inheritance or by reason of the death of any Optionee.

2.16   "Terminating Event"  shall have  the meaning  as defined  in
       Article 11.2 of this Incentive Stock Option Plan.


                            ARTICLE III
                     Administration of the Plan

3.1    This Plan  shall be administered  by the  Board of Directors
       of  the Company  (the  "Board") unless  a  committee  of the
       Board is appointed in accordance with Article 3.2  or 3.4(b)
       below.  The Board, or such  committee if appointed, will  be
       referred to in this Plan as the "Administrative Committee."

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3.2    The Board  may at  any time appoint a  committee, consisting
       of not  less than  two of  its members,  to administer  this
       Plan on  behalf of the Board  in accordance  with such terms
       and conditions not inconsistent with this Plan as  the Board
       may  prescribe.  After  it is appointed, the committee shall
       continue to  serve until  otherwise directed  by the  Board.
       The Board may  appoint additional members to the  committee;
       remove  members  (with  or  without cause);  fill  vacancies
       however caused; and/or  remove all members of the  committee
       and thereafter directly administer this Plan.

3.3    A majority  of the members  of the Administrative  Committee
       shall constitute  a quorum; and  subject to the  limitations
       of  this Article  III,  all actions  of  the  Administrative
       Committee shall require the affirmative vote of  members who
       constitute  a  majority  of   a  quorum.    Members  of  the
       Administrative Committee who are  not Disinterested  Persons
       (as  defined in  Article 3.4(c))  may  vote on  any  matters
       affecting  the  administration  or  the  grant  of Incentive
       Stock Options  under the  Plan; provided,  however, that  no
       member shall  vote on  the granting  of  an Incentive  Stock
       Option to  himself or herself (but  a member  may be counted
       in  determining the  existence of a  quorum at  a meeting of
       the  Administrative Committee  during which  action is taken
       with  respect to  the granting  of  such an  Incentive Stock
       Option).

3.4    Notwithstanding  the  foregoing  provisions of  this Article
       III,  to  the   extent  necessary  to  be  exempt  from  the
       operation of  Section 16(b) of  the Securities Exchange  Act
       of 1934,  as amended (the "Exchange  Act"), this Plan  shall
       from the  effective date  of registration  until six  months
       after the termination thereof, be administered as follows:

       a.   The  Board   shall   administer   the   Plan   directly
            (regardless of  whether a  committee of  the Board  has
            been  appointed under  Article  3.2)  as long  as  each
            member of the Board is a Disinterested Person, and  all
            actions of  the Board  as the  Administrative Committee
            shall require  the affirmative  vote  of directors  who
            constitute a majority of a quorum.

       b.   If  at  any  time  a  member of  the  Board  is  not  a
            Disinterested  Person,  the   Board  shall  appoint   a
            committee consisting  of two  or more  of its  members,
            each of whom  is a Disinterested Person,  to administer
            this  Plan  on behalf  of  the Board.    Such committee
            shall  act  in  accordance  with terms  and  conditions
            prescribed by  the Board to  the extent such  terms and
            conditions are not  inconsistent with this Plan.   Once
            appointed, the committee shall  continue to serve until
            otherwise  directed by the  Board.  From  time to time,
            the  Board  may  appoint   additional  members  to  the
            committee;  remove  members (with  or  without  cause);
            fill vacancies however caused; and/or at any time when


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            all members  of  the Board  are Disinterested  Persons,
            remove  all members  of  the  committee and  thereafter
            directly administer  this Plan.   At  no  time shall  a
            person who is  not a Disinterested Person  serve on the
            committee appointed  under  this  Article  3.4(b),  nor
            shall such  committee at any  time have fewer  than two
            members.

       c.   The term  "Disinterested Person" shall mean  a director
            who, during the one  year prior to service as  a member
            of  the   Administrative  Committee   or  during   such
            service,  is not  granted or awarded  equity securities
            pursuant to  this Plan or any other plan of the Company
            or any of  its Affiliates (as  defined in Article  2.2)
            other than grants or awards that pursuant to  Rule 166-
            3(c)(2)(i) under  the Exchange Act  will not  cause the
            director to  cease to be  a "Disinterested  Person," as
            defined in such rule.

3.5    The  following provisions shall  apply to the Administrative
       Committee:

       a.   The Administrative Committee  shall have the  authority
            to  (i) administer  this Plan  in  accordance with  its
            express terms; (ii) determine  all questions arising in
            connection  with  the  administration,  interpretation,
            and application of  this Plan, including all  questions
            relating  to  the  value of  the  Common  Stock;  (iii)
            correct  any   defect,  supply   any  information   and
            reconcile any inconsistency in such  manner and to such
            extent as  shall be  deemed necessary  or advisable  to
            carry out  the purpose  of this  Plan; (iv)  prescribe,
            amend,  and rescind  rules and regulations  relating to
            the  administration  of this  Plan;  (v)  determine the
            duration and purposes  of leaves of absence which my be
            granted   to   participants   without  constituting   a
            termination of  employment for  purposes of  this Plan;
            and  (vi) make  all  other determinations  necessary or
            advisable for administration of this Plan.

       b.   The  authority   of  the  Administrative  Committee  to
            administer  the Plan  shall  be exercised  consistently
            with the  intent that (i)  the Incentive  Stock Options
            issued under  this Plan  qualify under  Section 422  of
            the   Code  (including   any   amendments  thereof   or
            successor  provision  similar  thereto);  and (ii)  the
            Plan be  administered in  a manner  that satisfies  the
            conditions of  Rule 16b-3(c)(2)(i)  under the  Exchange
            Act  (including   any   amendments  thereof   and   any
            successor provision similar thereto) so that  the grant
            of Incentive  Stock Options  under this  Plan, and  all
            other  actions taken with  respect to the  Plan, to the
            options  granted thereunder  and  to  the Common  Stock
            acquired  upon  exercise of  Incentive  Stock  Options,
            shall  to  the  extent  possible  be  exempt  from  the
            operation of Section 16(b) of the Exchange Act.

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       c.   All   determinations   made   by   the   Administrative
            Committee in good faith on matters referred to in  this
            Article  3.5 shall  be  final, conclusive,  and binding
            upon all  persons.  The Administrative  Committee shall
            have  all powers necessary or appropriate to accomplish
            its duties under this Plan.


                             ARTICLE IV
                            Eligibility

4.1    An officer, director  or other individual shall be  eligible
       to participate  in this Plan  provided that such  individual
       (i) is in the employ of the  Company or its Affiliate,  (ii)
       is determined by  the Administrative  Committee to be a  key
       employee  of  the Company  or  its  Affiliate, and  (iii) is
       selected by the  Administrative Committee to receive one  or
       more  Incentive Stock  Options  under this  Plan.  Each  key
       employee so selected by  the Administrative Committee  shall
       hereinafter be referred to as an "Optionee."

4.2    As used in this Plan,  an "Affiliate" of a corporation shall
       mean  a  "parent   corporation"  of  such  corporation,   as
       described  in  Section   424(e)  of   the  Code,  or  to   a
       "subsidiary corporation"  of such  corporation, as described
       in Section 424(f) of the Code.

4.3    No Incentive  Stock Option  shall be granted hereunder  to a
       key employee who is  not a resident  of the State of  Idaho,
       unless the  Administrative Committee shall have  determined,
       based  on the  advice of  counsel,  that  the grant  of such
       Incentive  Stock Option  (and the  exercise thereof  by  the
       Optionee) will  not violate the securities laws of the state
       where the Optionee resides.


                             ARTICLE V
            Shares Available for Incentive Stock Options

The  aggregate number of shares of the Company's Common Stock which
may  be issued upon the exercise of Incentive Stock Options granted
under  this Plan  and any  other stock  option plan adopted  by the
Company shall not  exceed ten percent (10%) of the  then issued and
outstanding  shares  of  the  Company's Common  Stock,  subject  to
adjustment  under the  provisions  of Article  XI.   The  aggregate
number of shares of the Company's Common Stock which may be  issued
to any  one person shall not  exceed five percent (5%)  of the then
issued and outstanding shares  of the Company's Common Stock.   The
shares of Common Stock to be  issued upon the exercise of Incentive
Stock Options may be authorized but  unissued shares, shares issued
and reacquired by  the Company or  shares bought on the  market for
the purposes  of the Plan.  In the event any Incentive Stock Option
shall, for  any  reason,  terminate or  expire  or  be  surrendered
without having been exercised  in full, the shares subject  to such
Incentive Stock Option but not purchased thereunder  shall again be
available for Incentive Stock Options to be granted under the Plan.

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                             ARTICLE VI
                            Option Terms

6.1    With respect  to each Incentive Stock  Option granted to  an
       Optionee  selected  by  the   Administrative  Committee   in
       accordance with  Article III,  the Administrative  Committee
       shall specify  the following  terms of  the Incentive  Stock
       Option:

       a.   The  number of shares  of Common  Stock subject  to the
            Incentive Stock Option.

       b.   The  date on  which the  grant of  the Incentive  Stock
            Option shall be effective (the "Date of Grant").

       c.   The period  of time  during which  the Incentive  Stock
            Option shall  be exercisable, which  shall in  no event
            be more  than five (5) years from  the Date of Grant of
            the Incentive Stock Option.

       d.   The  price  or  prices at  which  the  Incentive  Stock
            Option  shall  be  exercisable  by  the  Optionee  (the
            "Option  Price");  provided, however,  that  the Option
            Price shall  in no event  be less than  the fair market
            value, on  the Date of  Grant, of the  shares of Common
            Stock subject thereto;  and provided further,  that, if
            such Incentive Stock  Option is granted to  an Optionee
            who on  the  Date of  Grant  owns, either  directly  or
            indirectly within the meaning of  Section 424(d) of the
            Code,  more  than  ten  percent   (10%)  of  the  total
            combined voting  power of all  classes of stock  of the
            Company  or  an  Affiliate of  the  Company,  then  the
            Option Price shall be at least one hundred  ten percent
            (110%) of  the fair market value, on the Date of Grant,
            of the Common Stock subject thereto.

       e.   Any vesting  schedule pursuant  to which  the right  of
            the  Optionee to  exercise  the Incentive  Stock Option
            shall be  contingent upon  the passage  of a  specified
            period of  time following its  Date of Grant,  it being
            intended that the  Administrative Committee shall  have
            complete discretion  with respect to  the terms  of the
            vesting   schedule,  including,   without   limitation,
            discretion  (i) to  allow  full  and immediate  vesting
            upon  grant of  the  Incentive  Stock Option,  (ii)  to
            permit partial  vesting  in stated  percentage  amounts
            based  on the  length  of  the  holding period  of  the
            Incentive  Stock  Option,  or  (iii)   to  permit  full
            vesting after  a stated holding  period has  passed. No
            rights to  exercise  the Incentive  Stock Option  shall
            vest after the termination  of an Optionee's employment
            with the  Company, unless further  vesting is expressly
            allowed  in  the   written  agreement  evidencing   the
            Incentive Stock Option.



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       f.   Whether  shares of Common  Stock acquired upon exercise
            of  the  Incentive  Stock Option  will  be  subject  to
            repurchase in accordance with Article XII.

       g.   Such other terms  and conditions as  the Administrative
            Committee deems advisable  and as  are consistent  with
            the  terms and  conditions  of  this  Plan,  including,
            without   limitation,    any   repurchase    provisions
            different from those set forth in Article XII.

6.2    Notwithstanding  any provision  of this  Article VI  to  the
       contrary,  no  Incentive   Stock  Option  shall  be  granted
       hereunder  after  the date  immediately preceding  the tenth
       (10th) anniversary of the date this  Plan is adopted by  the
       Board.  Except   as  expressly   provided  herein,   nothing
       contained  in this  Plan shall  require  that the  terms and
       conditions of Incentive  Stock Options granted  hereunder be
       uniform.


                            ARTICLE VII
                 Limitation on Exercise of Options

The aggregate fair market value of the Common Stock with respect to
which,  during  any calendar  year,  one  or  more Incentive  Stock
Options under this Plan (and/or one or more options under any other
plan maintained  by the Company  or any  of its Affiliates  for the
granting  of options intended to  qualify under Section  422 of the
Code) are  exercisable for the first time  by an Optionee shall not
exceed $100,000 (said value  to be determined as of  the respective
Dates of Grant of such options).


                            ARTICLE VIII
                         Exercise of Option

Subject  to Article VII and any terms  of an Incentive Stock Option
specified  pursuant to  Article VI, an  Optionee (or  the Qualified
Successor,  as defined  in Articles  9.2 and  9.3) may  exercise an
Incentive  Stock  Option,  or  any  part  thereof  (unless  partial
exercise is specifically prohibited  by the terms of  the Incentive
Stock Option), by giving  written notice thereof to the  Company at
its  principal  place of  business.  Such  notice  shall include  a
written  representation  that the  shares  to be  acquired  will be
acquired and held for investment and not for resale or distribution
and  be accompanied by any documents required by Article VII above.
Such  notice shall  be accompanied  by full  payment of  the Option
Price for the shares  of Common Stock for  which exercise is  made.
Payment shall  be in lawful money of the United States and shall be
made in cash or by certified or cashier's check; provided, however,
that in the discretion of the Administrative Committee, payment may
be made, in whole or in part,  in shares of Common Stock or in  any
other form approved by  the Administrative Committee. Following the
exercise of an Incentive Stock Option, the Administrative Committee
shall cause the information statement  required by Section 6039  of
the Code to be furnished to the Optionee within the time and in the
manner prescribed by law.
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                             ARTICLE IX
                     Transferability of Options

9.1    Except as  provided in Articles 9.2,  9.3 and  9.4 below, no
       Incentive Stock Option  shall be transferable or exercisable
       by  any   person  other  than  the  Optionee  to  whom  such
       Incentive Stock Option was originally granted.

9.2    In the  event of  the demise  of an  Optionee  while in  the
       employ of  the Company, any  Incentive Stock Options held by
       the  Optionee shall pass  to the  person or persons entitled
       thereto under the  will of the  Optionee or  applicable laws
       of  descent and  distribution (such  person or  persons  are
       sometimes herein referred to  collectively as the "Qualified
       Successor" of  the Optionee). Any  right under an  Incentive
       Stock  Option  which  the  Optionee  could   have  exercised
       immediately prior  to the date of  his or  her demise shall,
       subject to Article X below, be exercisable by  the Qualified
       Successor  for  a  period of  one  (1)  year following  such
       demise.

9.3    In the event of an Optionee's demise, after  the termination
       of  Optionee's employment  on account  of a  Disability  (as
       defined in Article  11.2 below) but  prior to the expiration
       of the  one (1) year period  specified in  Article 11.2, any
       right under  an Incentive  Stock Option  which the  Optionee
       could have  exercised immediately prior to  the date of  his
       or her  demise shall, subject  to Article X, pass  to and be
       exercisable  by  the  Qualified  Successor of  the  Optionee
       until  the  expiration  of  such  period  of  one  (1)  year
       following the date of Optionee's termination.

9.4    In  the  event of  the  demise  of  an  Optionee, after  the
       termination  of Optionee's  employment for any  reason other
       than Disability, but prior  to the expiration  of the  three
       (3) month period specified in Article 11.3, any  right under
       any Incentive  Stock Option  which the  Optionee could  have
       exercised immediately  prior  to  the  date of  his  or  her
       demise  shall,  subject  to  Article   X,  pass  to  and  be
       exercisable  by  the  Qualified  Successor  of  the Optionee
       until  the  expiration  of  the  three  (3)   months  period
       following the date of Optionee's employment termination.

9.5    In the event two  or more persons  constitute the  Qualified
       Successor  of an  Optionee,  all rights  of  such  Qualified
       Successor  shall be exercisable, if at all, by the unanimous
       agreement of such persons.


                             ARTICLE X
                       Termination of Options

To  the extent  not earlier  exercised, an  Incentive  Stock Option
shall terminate at the earliest of the following dates:

       a.   The  date  specified  in such  Incentive  Stock Option,
            which date shall not be extended for any reason;
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       b.   One (1) year following the  date of termination of  the
            Optionee's employment  with the  Company on  account of
            (a)  the  Optionee's  demise,  or  (b)  the  Optionee's
            disability, as defined in Section  22(e)(3) of the Code
            (herein referred to as "Disability");

       c.   Three (3) months  following the date of  termination of
            the Optionee's  employment  with the  Company  for  any
            reason other than the Optionee's demise or Disability;

       d.   The date  of any  sale, transfer  or hypothecation,  or
            any attempted sale,  transfer or hypothecation,  of the
            Incentive Stock Option,  by the Optionee or  his or her
            Qualified Successor;

       e.   The date a  voluntary or involuntary petition  is filed
            under  the bankruptcy  laws of  the  United States,  or
            under the insolvency laws of  any state, for the estate
            of the Optionee or his or her Qualified Successor; and

       f.   The   date   specified   in  Article   11.2   for  such
            termination in the event of a Terminating Event.


                             ARTICLE XI
                       Adjustments to Options

11.1   In the event that the  outstanding shares of Common Stock of
       the Company are 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    a    recapitalization,
       reclassification, stock split-up, combination of shares,  or
       dividend  or  other distribution  payable in  capital stock,
       appropriate  adjustment shall be made  by the Administrative
       Committee in the number and  kind of shares for the purchase
       of which  Incentive Stock  Options may be granted  under the
       Plan.  In addition, the Administrative Committee  shall make
       appropriate adjustment in the number and  kind of shares  as
       to which  outstanding Incentive  Stock Options,  or portions
       thereof then unexercised,  shall be exercisable, to the  end
       that  the  proportionate  interest  of  the  holder  of  the
       Incentive Stock Option shall, to the extend  practicable, be
       maintained as  before the occurrence  of such  event.   Such
       adjustment in outstanding  Incentive Stock Options  shall be
       made without  change in  the total  price applicable to  the
       unexercised portion of  the Incentive Stock Option but  with
       a  corresponding  adjustment in  the Incentive  Stock Option
       price per share.








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<PAGE>  10

11.2   In  the  event  of the  dissolution  or  liquidation of  the
       Company, any Incentive  Stock Option granted under the  Plan
       shall  terminate   as  of  a  date   to  be   fixed  by  the
       Administrative  Committee, provided  that not  less than  30
       days written notice of  the date so fixed shall be given  to
       each Optionee and  each such  Optionee shall have the  right
       during such  period to exercise  his Incentive Stock  Option
       as  to  all  or  any  part  of  the  shares  covered thereby
       including shares  as to  which such  Incentive Stock  Option
       would  not  otherwise   be  exercisable  by  reason  of   an
       insufficient lapse of time.

11.3   In the  event of a  Reorganization (as hereinafter  defined)
       in  which  the Company  is not  the  surviving or  acquiring
       company,  or in  which the Company  is or  becomes a wholly-
       owned  subsidiary of  another  company after  the  effective
       date of the Reorganization, then

       a.   If  there  is  no  plan  or  agreement  respecting  the
            Reorganization ("Reorganization Agreement")  or if  the
            Reorganization Agreement does not  specifically provide
            for the change,  conversion, or exchange of  the shares
            under  outstanding  and  unexercised   incentive  stock
            options  for securities  of  another corporation,  then
            the Administrative  Committee shall  take such  action,
            and the  Incentive Stock  Options  shall terminate,  as
            provided in Article 11.2; or

       b.   If  there is  a  Reorganization  Agreement and  if  the
            Reorganization Agreement specifically provides  for the
            change,  conversion, or  exchange  of the  shares under
            outstanding  and  unexercised  incentive stock  options
            for  securities   of  another  corporation,   then  the
            Administrative Committee shall adjust the shares  under
            such  outstanding  and   unexercised  incentive   stock
            options  (and shall adjust  the shares  remaining under
            the  Plan which  are  then  available to  the  Optionee
            under the  Plan, if the  Reorganization Agreement makes
            specific   provision   therefor)  in   a   manner   not
            inconsistent with the provisions of the  Reorganization
            Agreement for  the adjustment,  change, conversion,  or
            exchange  of   such  stock  and  such  Incentive  Stock
            Options.

       The term "Reorganization"  as used in this Article XI  shall
       mean any statutory merger; statutory consolidation;  sale of
       all or  substantially all of the  assets of  the Company; or
       pursuant to  an  agreement with  the  Company,  the sale  of
       securities of the  Company pursuant to which the Company  is
       or  becomes  a  wholly-owned subsidiary  of  another company
       after the effective date of the Reorganization.

11.4   Adjustments and determinations  under this Article XI  shall
       be made by the Administrative Committee, whose  decisions as
       to what  adjustments or  determinations shall  be made,  and
       the   extent   thereof,  shall   be   final,   binding,  and
       conclusive.
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<PAGE>  11

                            ARTICLE XII
                     Termination and Amendment

12.1   Unless  earlier  terminated as  provided  below,  this  Plan
       shall  terminate on, and  no Incentive Stock Option shall be
       granted under this Plan after, the tenth  (10th) anniversary
       of  the date  immediately preceding  the  date this  Plan is
       adopted by the Board. Such termination  shall not affect the
       rights of the Administrative Committee or the  Company under
       the  Plan  (including, but  not  limited  to,  rights  under
       Article  XI  above) with  respect  to  any  Incentive  Stock
       Options  theretofore  granted  or  shares  of  Common  Stock
       issued upon exercise thereof.

12.2   The Board  may at any time  terminate, suspend  or amend the
       terms  of this  Plan;  provided, however,  that,  except  as
       provided in  Article XI above,  the Board  may not,  without
       prior  approval  by  holders  of  shares  of   Common  Stock
       constituting at  least a  majority of  the shares of  Common
       Stock represented  in person or by  proxy at  the meeting at
       which such approval is sought:

           i.     Change the  aggregate number of shares  of Common
                  Stock  reserved  for  issuance upon  exercise  of
                  Incentive Stock Options granted under this Plan;

          ii.     Increase the period  during which Incentive Stock
                  Options may be granted or exercised;

         iii.     Change the class of employees who are eligible to
                  receive Incentive Stock Options under  this Plan;
                  or

          iv.     Make any change  to the terms of this  Plan which
                  would cause the  Incentive Stock Options  granted
                  hereunder   to   lose   their  qualification   as
                  incentive stock options under  Section 422 of the
                  Code.

12.3   Notwithstanding  the  above,  the  Administrative  Committee
       may,  subject  to the  terms and  conditions  of this  Plan,
       grant additional Incentive Stock Options to an  Optionee (if
       such Optionee  is otherwise eligible)  or, with the  consent
       of the Optionee, grant a  new Incentive Stock Option in lieu
       of an  outstanding Incentive Stock Option,  for a number  of
       shares, at an Option Price  and for a term  which is greater
       or less than that of the earlier Incentive Stock Option.

12.4   No  Incentive  Stock  Option  may  be  granted   during  any
       suspension, or  after termination, of  this Plan. Amendment,
       suspension or  termination of this  Plan shall not,  without
       the consent of the Optionee, alter  or impair any rights  or
       obligations  with  respect to  any  Incentive  Stock  Option
       theretofore granted or shares of Common Stock  acquired upon
       exercise thereof.


                                -11-





<PAGE>  12

                            ARTICLE XIII
              Option Agreement and Legend Requirement

Each Incentive Stock Option granted hereunder shall be evidenced by
a  written agreement executed by the Company and the Optionee. Such
agreement shall  contain the terms  of the  Incentive Stock  Option
specified by Article VI, together with other terms, conditions, and
provisions  that the Administrative  Committee deems  advisable and
that are not  inconsistent with  the terms and  conditions of  this
Plan. Such  agreement  shall also  provide  that, by  accepting  an
Incentive Stock  Option granted under this Plan,  the Optionee, for
himself or herself, for his or her Qualified Successor, and for his
or her heirs, successors and assigns:

           i.     Recognizes,  agrees  and  acknowledges   that  no
                  registration statement under  the Securities  Act
                  of 1933,  as amended  (the "1933 Act"),  or under
                  any state  securities laws, will have  been filed
                  as to  either the  Incentive Stock Option  or any
                  shares of Common Stock  that may be acquired upon
                  exercise of such Incentive Stock Option;

          ii.     Warrants  and represents that the Incentive Stock
                  Option  and any  shares  of Common  Stock of  the
                  Company  acquired upon exercise  of the Incentive
                  Stock  Option will  be acquired  and held  by the
                  Optionee  for  the  Optionee's own  account,  for
                  investment  purposes only,  and not  with  a view
                  towards  the  distribution  or   public  offering
                  thereof  nor   with  any  present   intention  of
                  reselling   or  distributing  the   same  at  any
                  particular future time;

         iii.     Acknowledges and consents to the  appearance of a
                  printed  legend  on  the   back  of  each   stock
                  certificate representing shares  of Common  Stock
                  issued  upon  exercise  of  the  Incentive  Stock
                  Option, which legend shall read as follows:

                           NOTICE: RESTRICTION ON TRANSFER

                    The securities represented hereby have not been
                    registered under the Securities Act of  1933 or
                    any  state  securities  laws, and  may  not  be
                    offered,   sold,  transferred,   encumbered  or
                    otherwise disposed of except  upon satisfaction
                    of certain conditions  set forth in  the ConSil
                    Corporation   Incentive   Stock  Option   Plan.
                    Information  concerning these  restrictions may
                    be  obtained from the  corporation or its legal
                    counsel.  Any  offer  or disposition  of  these
                    securities   without   satisfaction   of   such
                    conditions   will  be  wrongful  and  will  not
                    entitle the transferee to register ownership



                                -12-





<PAGE>  13

                    of  the securities with  the corporation. These
                    securities may also be subject to repurchase by
                    the   corporation   upon   certain  terms   and
                    conditions set forth in said documents.

          iv.     Agrees not to sell, transfer or otherwise dispose
                  of  any  shares  of  Common  Stock  that  may  be
                  acquired  upon  exercise of  the  Incentive Stock
                  Option   unless  (i)   there   is  an   effective
                  registration   statement   under  the   1933  Act
                  covering the proposed disposition  and compliance
                  with  governing state  securities laws,  (ii) the
                  Optionee   delivers  to   the  Company,   at  the
                  Optionee's  expense,  a  "no-action"   letter  or
                  similar  interpretative opinion,  satisfactory in
                  form and substance to the Company, from the staff
                  of  each  appropriate securities  agency,  to the
                  effect that such shares may be disposed of by the
                  Optionee in  the manner  proposed,  or (iii)  the
                  Optionee   delivers  to   the  Company,   at  the
                  Optionee's expense, a legal opinion, satisfactory
                  in form  and substance  to the Company,  of legal
                  counsel   designated   by   the    Optionee   and
                  satisfactory to  the Company, to  the effect that
                  the   proposed   disposition   is   exempt   from
                  registration  under  the 1933  Act  and governing
                  state securities laws; and

           v.     Agrees  to  indemnify  the  Company  and hold  it
                  harmless  from and  against  any  loss, claim  or
                  liability,  including  attorney's  fees or  other
                  legal expenses incurred  in the defense  thereof,
                  incurred by the Company as a result of any breach
                  by  the Optionee  of, or  any inaccuracy  in, any
                  representation,   warranty,  covenant   or  other
                  provision contained in such agreement.

If a registration statement  under the 1933 Act is  hereafter filed
with  respect to Incentive Stock  Options granted or  to be granted
hereunder and the shares of Common Stock that may be  acquired upon
exercise  of  such Incentive  Stock  Options,  then, following  the
effectiveness  of such  registration statement,  the  provisions in
agreements   representing  Incentive   Stock  Options   that  would
otherwise be required by  this Article XIII may, in  the discretion
of the Administrative Committee, be modified or eliminated.


                            ARTICLE XIV
                      Miscellaneous Provisions

14.1   Nothing contained  in this Plan  shall obligate the  Company
       to employ  an Optionee for any  period, nor  shall this Plan
       interfere in  any  way with  the  right  of the  Company  to
       reduce such Optionee's compensation.



                                -13-





<PAGE>  14

14.2   The provisions  of this  Plan, each  Incentive Stock  Option
       issued  to   an  Optionee  hereunder,   and  the   agreement
       evidencing  such Incentive  Stock  Option under  Article XIV
       above  shall be  binding upon the  Optionee, and  his or her
       Qualified Successor, heirs, successors and assigns.

14.3   This Plan shall  be construed, administered and enforced  in
       accordance  with  the  laws of  the  United  States,  to the
       extent applicable hereto, as well as  the laws of the  State
       of Idaho.


                             ARTICLE XV
                       Effective Date of Plan

This Plan shall  be effective upon adoption of a  resolution of the
Board approving it;  and it  shall be subject  to approval,  within
twelve (12)  months before or after  the date it is  adopted by the
Board, by holders of shares of Common Stock constituting at least a
majority of the  shares of Common Stock represented in person or by
proxy at  a meeting  at which  such approval  is sought.  This Plan
shall also be subject  to any requirements imposed by  the Director
of  the Department of Finance pursuant to the Idaho Securities Act.
If the shareholder approval  and notification requirements have not
been satisfied on or prior  to January 12, 1998, this Plan  and any
Incentive Stock Options  granted hereunder prior to such date shall
be void.

This Plan is adopted this 13th day of January, 1997.

CONSIL CORP.



By:   /s/  Ralph Noyes
    ----------------------------------------
      Ralph Noyes, President



By:  /s/  Nathaniel K. Adams
    -----------------------------------------
      Nathaniel K. Adams, Secretary













                                -14-