EXHIBIT 4.1
                                                      -----------



                       BRC HOLDINGS, INC.
                                
                    NONQUALIFIED PERFORMANCE
               STOCK OPTION PLAN FOR NEW EMPLOYEES
               AND EMPLOYEES OF ACQUIRED COMPANIES


      BRC  Holdings, Inc. ("BRC"), a Delaware corporation, hereby
adopts  this Nonqualified Performance Stock Option Plan  for  New
Employees  and  Employees of Acquired Companies. The  purpose  of
this  Plan  is  to further the growth, development and  financial
success  of  BRC  by providing incentives to certain  prospective
employees, advisers and consultants to BRC, including  those  who
are  expected to become employees, advisers or consultants to BRC
as  a  result of the acquisition of business operations or assets
of  third parties. BRC is providing such incentives, among  other
things, to encourage retention of employees of acquired companies
and  the  commitment of new employees to achieving  BRC's  future
performance objectives.

                            ARTICLE 1

                           DEFINITIONS

Section 1.1  Board
             -----
     "Board" shall mean the Board of Directors of BRC.

Section 1.2  BRC
             ---
     "BRC" shall mean BRC Holdings, Inc., a Delaware corporation.

Section 1.3  Change of Control
             -----------------
      "Change of Control" shall mean either the effective date of
either   the   merger  or  consolidation  of  BRC  into   another
corporation, or the exchange or acquisition by another Person  in
one   transaction  or  a  series  of  transactions  of   all   or
substantially  all of BRC's assets or 50% or  more  of  its  then
outstanding  voting stock, whether through merger,  consolidation
or   otherwise,   or   the  recapitalization,   reclassification,
liquidation  or  dissolution  of  BRC  or,  with  respect  to   a
particular  Employee designated by the Committee, the  occurrence
of  a  "Change  of  Control"  as  specifically  defined  in  such
Employee's employment or equivalent agreement with BRC.

Section 1.4  Code
             ----
      "Code"  shall mean the Internal Revenue Code  of  1986,  as
amended.

Section 1.5  Committee
             ---------
      "Committee"  shall mean the Stock Option Committee  of  the
Board,  appointed as provided in Section 6.1 or  a  successor  or
substitute committee thereto designated by the Board to  exercise
the authority of the "Committee" with regard to the Plan.

Section 1.6  Common Stock
             ------------
      "Common Stock" shall mean the Common Stock, par value  $.10
per share, of BRC.

<PAGE>

Section 1.7  Employee
             --------
     "Employee" shall mean any employee (as defined in accordance
with  the  regulations and revenue rulings then applicable  under
Section  3401(c) of the Code) of or any adviser or consultant  to
BRC,  or  of  or  to any corporation which is then a  Subsidiary,
whether  such employee, adviser or consultant is so  employed  at
the  time  this Plan is adopted or becomes so employed subsequent
to  the  adoption of this Plan; provided, however,  that  to  the
extent any person receiving options shall not be an employee  for
the  purposes  of Section 3401(c) of the Code, such person  shall
be,  at  the time of such grant, rendering, or under contract  or
agreement to render in the future, bona fide services to  BRC  or
any  of  its Subsidiaries other than services in connection  with
the offer or sale of securities in a capital raising transaction.

Section 1.8  General
             -------
      Whenever  the  following terms are used in this  Plan  they
shall have the meaning specified below unless the context clearly
indicates to the contrary.

Section 1.9  Option
             ------
      "Option"  shall mean an option granted under  the  Plan  to
purchase Common Stock. Options include only options which are not
intended to be "incentive stock options" under Section 422 of the
Code.

Section 1.10  Option Price
              ------------
     "Option Price" shall have the meaning given in Section 4.2.

Section 1.11  Person
              ------
       "Person"   shall   mean   any   individual,   corporation,
partnership,  limited partnership, trust or business  entity,  or
any  group of them acting in concert or under common control with
regard to BRC or the Common Stock.

Section 1.12  Plan
              ----
      "Plan" shall mean the Nonqualified Performance Stock Option
Plan for New Employees of BRC and its Subsidiaries.

Section 1.13  Pronouns
              --------
      The masculine pronoun shall include the feminine and neuter
and  the singular shall include the plural, where the context  so
indicates.

Section 1.14  Secretary
              ---------
      "Secretary"  shall  mean the Secretary,  or  any  successor
officer holding substantially similar duties, as delegated by the
Board, with regard to the Plan, of BRC.

Section 1.15  Stock Option Agreement
              ----------------------
     "Stock Option Agreement" shall have the meaning contemplated
in Section 4.1.


                               -2-

<PAGE>

Section 1.16  Subsidiary
              ----------
      "Subsidiary" shall mean any corporation (other than BRC) in
an  unbroken chain of corporations beginning with BRC if each  of
the  corporations,  or  if  each  group  of  commonly  controlled
corporations,  other  than the last corporation  in  an  unbroken
chain  then  owns  stock possessing 50%  or  more  of  the  total
combined voting power of all classes of stock in at least one  of
the other corporations in such chain.

Section 1.17  Termination of Employment
              -------------------------
      "Termination  of Employment" shall mean the time  when  the
employee-employer  advisory or consultancy  relationship  between
the  Employee and BRC or its Subsidiaries is terminated  for  any
reason  whatsoever.  The Committee, in its  absolute  discretion,
shall  determine,  for purposes of the Plan, the  effect  of  all
matters  and  questions  relating to Termination  of  Employment,
including, but not by way of limitation, all questions of whether
particular   leaves   of  absence  constitute   Terminations   of
Employment  and  the question of whether any reemployment  (which
may  include a commitment to rehire) by BRC is simultaneous,  for
the  purposes of this Plan, with termination. Notwithstanding any
other provision of this Plan, BRC or any of its Subsidiaries have
an  absolute  and unrestricted right to terminate any  Employee's
employment at any time for any reason whatsoever with or  without
cause.

                            ARTICLE 2

                     SHARES SUBJECT TO PLAN

Section 2.1  Shares Subject to Plan
             ----------------------
      Subject  to  the provisions of Sections 4.6  and  4.7,  the
shares  of  stock  subject to Options shall be shares  of  Common
Stock.  The aggregate number of shares of Common Stock which  may
be  issued  upon  exercise of Options shall  not  exceed  500,000
shares, subject to adjustment as provided in Section 4.6  or  4.7
hereof and subject to the amendment of this Plan by any action of
the Board of Directors of BRC, as ratified by the stockholders of
BRC, in accordance with Section 7.4 hereof.

Section 2.2  Unexercised Options
             -------------------
      If  any  Option expires or is canceled without having  been
fully exercised, the number of shares subject to such Option  but
as to which such Option was not exercised prior to its expiration
or  cancellation may again be optioned hereunder, subject to  the
limitations of Section 2.1.

                            ARTICLE 3

                       GRANTING OF OPTIONS

Section 3.1  Eligibility
             -----------
      Any natural person who has agreed to become an Employee  or
who is an employee, adviser or consultant to any other Person and
who  is,  or  is  expected  to become an Employee  following  the
consummation  of any transaction between the Person  in  question
and BRC pursuant

                               -3-

<PAGE>

to which BRC acquires from such Person (i) one or more businesses
or  (ii)  assets  to  be utilized by BRC in connection  with  its
existing  or contemplated business activities, shall be  eligible
to  be granted Options. Notwithstanding the foregoing, no Options
hereunder  may  be  granted to any Person who was,  at  any  time
during  the sixty (60) days preceding such grant, an Employee  of
BRC or its Subsidiaries.

Section 3.2  Granting of Options
             -------------------
     The Committee shall from time to time, in its absolute
discretion:

           (i)  Determine  the eligible Persons to  whom  options
     should be granted; and

           (ii)  Determine the number of shares to be subject  to
     any such Options; and

           (iii)  Determine  the  terms and  conditions  of  such
     Options consistent with the Plan; and

           (iv)  Establish such conditions as to the  vesting  of
     options and the manner of exercise of such Options as it may
     deem necessary, including but not limited to establishing  a
     maximum  number of Options that any Person shall be entitled
     to  and  requiring option holders under this Plan  to  enter
     into   agreements   regarding  transferability   and   other
     restrictions  with respect to shares issuable upon  exercise
     of such Options.

Section 3.3  Bona Fide Services Required
             ---------------------------
      Notwithstanding any provision of Sections 3.1 or 3.2, or of
any  agreement relating to an Option granted hereunder, no Option
shall become exercisable in whole or in part until the Person  to
whom  such Option shall have been granted has become an  Employee
of  BRC or its Subsidiaries or has otherwise begun to render bona
fide services to BRC or its Subsidiaries.

                            ARTICLE 4

                        TERMS OF OPTIONS

Section 4.1  Option Agreement
             ----------------
      Each  Option  shall be evidenced by a written stock  option
agreement (a "Stock Option Agreement") which shall be executed by
the  Employee  and an authorized officer of BRC and  which  shall
contain  such  terms  and  conditions  as  the  Committee   shall
determine, consistent with the Plan.

Section 4.2  Option Price
             ------------
      The  price  per share of the Common Stock subject  to  each
Option (the "Option Price") shall be set by the Committee in  its
discretion.  The  Option Price may be less than the  fair  market
value of such shares on the date such Option is granted.


                               -4-

<PAGE>

Section 4.3  Commencement of Exercisability
             ------------------------------
      Subject  to  the provisions of Section 7.4,  Options  shall
become  exercisable at such times and in such installments (which
may be cumulative) as the Committee shall provide in the terms of
each  individual Stock Option Agreement as amended from  time  to
time;  provided, however, that by a resolution adopted  after  an
Option is granted the Committee may, on such terms and conditions
as it may determine to be appropriate and subject to Section 7.4,
accelerate  the time at which such Option or any portion  thereof
may be exercised.

Section 4.4  Expiration of Options
             ---------------------
      (a)   No  Option may be exercised to any extent  by  anyone
after,  and  every Option shall expire no later  than  the  tenth
anniversary of the date the Option was granted or deemed granted.

      (b)   Subject  to  the  provisions of Section  4.4(a),  the
Committee  shall  provide, in the terms of each individual  Stock
Option   Agreement,   when  such  Option  expires   and   becomes
unexercisable

Section 4.5  No Right to Continue in Employment or Office
             --------------------------------------------
      Nothing  in this Plan or in any Stock Option Agreement  (i)
shall confer upon any Person any right to employment or continued
employment  by  BRC  or  any of its Subsidiaries  or  (ii)  shall
interfere with or restrict in any way the rights of BRC  and  its
Subsidiaries, which are hereby expressly reserved,  to  terminate
the  employment  of  any  Employee at any  time  for  any  reason
whatsoever,  with  or without good cause. No termination  of  any
Employee,  or any document or agreement executed or delivered  in
connection therewith shall have the effect of amending any  Stock
Option Agreement or modifying any of its terms unless such  Stock
Option  Agreement  or this Plan is specifically  referenced  with
regard thereto.

Section 4.6  Adjustments in Outstanding Options
             ----------------------------------
      Subject  to  Section 4.7, in the event that the outstanding
shares of Common Stock subject to Options are, from time to time,
changed  into  or  exchanged for a different number  or  kind  of
shares  of BRC or other securities of BRC or in the event holders
of  the Common Stock receive additional shares of Common Stock or
a  different kind or number of shares of BRC or other  securities
of  BRC  by  reason of a merger, consolidation, recapitalization,
reclassification, stock split-up, stock dividend, combination  of
shares, or otherwise, the Committee shall make an appropriate and
equitable adjustment in the aggregate number of shares which  may
be  issued pursuant to Section 2.1 hereof and the number and kind
of  shares  or  other consideration as to which  all  outstanding
Options,   or  portions  thereof  then  unexercised,   shall   be
exercisable. Any such adjustment made by the Committee  shall  be
final   and  binding  upon  all  Employees,  BRC  and  all  other
interested persons.

Section 4.7  Change of Control
             -----------------
     In its absolute discretion, and on such terms and conditions
as  it  deems appropriate, coincident with or after the grant  of
any Option, the Committee may provide that such Option cannot  be
exercised  after  a Change of Control, and if  the  Committee  so
provides,  it may, in its absolute discretion and on  such  terms
and conditions as it deems appropriate, also provide, either


                               -5-

<PAGE>


by  the terms of such Option or by a resolution adopted prior  to
the  occurrence of such Change of Control, that, for some  period
of  time  prior to such Change of Control, such Option  shall  be
exercisable  as  to  all shares subject thereto,  notwithstanding
anything to the contrary in Section 4.3 and/or in any installment
provisions  of  such  Option (but subject to  the  provisions  of
Section  4.4(a)) and that, upon the occurrence of such Change  of
Control,  such Option shall terminate and be of no further  force
or  effect;  provided,  however,  that  the  Committee  may  also
provide,  in  its absolute discretion, that even  if  the  Option
shall  remain exercisable after any such Change of Control,  from
and  after  such  Change of Control, any  such  Option  shall  be
exercisable  only  for the kind and amount of  securities  and/or
other property, or the cash equivalent thereof, receivable  as  a
result  of  such Change in Control by the holder of a  number  of
shares  of  stock for which such Option could have been exercised
immediately prior to such Change of Control. Notwithstanding  the
foregoing,  in the event that the Committee determines  that  the
Option cannot be exercised or terminates after the occurrence  of
a  Change  of Control, then to the extent the holder thereof  has
not   exercised  such  Option  or  otherwise  received   adequate
consideration in respect thereof prior to the occurrence of  such
Change  of  Control, that holder shall be entitled to receive  in
consideration for the termination of such Option, whether or  not
then  exercisable or vested, an amount not less than the  excess,
if  any,  of (a) the per share consideration payable pursuant  to
the  terms  of such Change of Control, in respect of  the  Common
Stock (or, if applicable, in respect of the assets of BRC),  over
(b)  the  Option Price per share for all shares of  Common  Stock
subject  to  such  Option, times the number of shares  of  Common
Stock  subject to such Option; provided, however,  that,  to  the
extent  the  consideration  referred  to  in  clause  (a)   above
includes, in whole or in part, securities or property (other than
cash),  the  per share consideration for purposes of such  clause
(a)  shall  equal  the fair market value of  such  securities  or
property   plus   any   cash  portion   of   the   consideration.
Notwithstanding  anything  to the contrary  contained  herein,  a
person who is an Employee as of the effective date of a Change in
Control  shall  vest  and  be entitled to  100%  of  any  options
theretofore granted to such Employee, and all such Options  shall
become  fully  exercisable immediately prior to (but  conditional
upon  the  occurrence  of)  any event constituting  a  Change  of
Control.

                            ARTICLE 5

                       EXERCISE OF OPTIONS

Section 5.1  Persons Eligible to Exercise
             ----------------------------
      During  the  lifetime  of the Person  receiving  an  Option
hereunder,  only  he  or his guardian may exercise  such  Option.
After the death of the Person receiving an Option hereunder,  any
exercisable  portion of an Option may, prior to  the  earlier  to
occur of (i) one year following the death of such Person or  (ii)
the  time  when such portion becomes unexercisable under  Section
4.4  or  Section 4.7, be exercised by his personal representative
or by any person empowered to do so under the deceased Employee's
will   or   under  the  then  applicable  laws  of  descent   and
distribution.

Section 5.2  Partial Exercise
             ----------------
     At any time and from time to time prior to the time when any
exercisable  Option  or exercisable portion  thereof  expires  or
becomes  unexercisable under Section 4.4  or  Section  4.7,  such
Option  or portion thereof may be exercised in whole or in  part;
provided, however, that


                               -6-

<PAGE>


BRC  shall  not  be required to issue fractional shares  and  the
Committee may, in the Stock Option Agreement, require any partial
exercise  to  be  with respect to a specified minimum  number  of
shares.

Section 5.3  Manner of Exercise
             ------------------
      An  exercisable Option, or any exercisable portion thereof,
may  be  exercised solely by delivering to the Secretary  or  his
office all of the following prior to the time when such Option or
such  portion becomes unexercisable under Section 4.4 or  Section
4.7:

      (a)   Notice  in  writing signed by the Employee  or  other
person  then entitled to exercise such Option or portion thereof,
stating that such Option or portion thereof is exercised;

      (b)   Full  payment  of the Option Price  (in  cash  or  by
delivery  of a properly executed exercise notice as specified  in
Section 5.3(a) above together with irrevocable instructions to  a
broker  to  promptly deliver to BRC the amount of  sale  or  loan
proceeds  to pay the exercise price) for the shares with  respect
to  which  such  Option or portion thereof is thereby  exercised,
together  with payment or arrangement for payment of any  federal
income  or other tax required to be withheld by BRC with  respect
to such shares;

     (c)  In lieu of payment contemplated in clause (b) above, at
the discretion of the Committee, an exercising holder may tender,
in  payment of all or any part of the Option Price or any federal
or  other taxes due with respect to an exercise, shares of Common
Stock  having  a  fair market value equal to  the  required  cash
payment amounts;

      (d)   Such  representations and documents as the  Committee
reasonably deems necessary or advisable to effect compliance with
all  applicable  provisions of the Securities Act  of  1933,  the
Securities Exchange Act of 1934 and any other federal,  state  or
foreign  securities  laws or regulations promulgated  thereunder,
all  as  may be amended from time to time. The Committee may,  in
its absolute discretion, also take whatever additional actions it
deems  appropriate to effect such compliance, including,  without
limitation,  placing  legends on share certificates  and  issuing
stop-transfer orders to transfer agents and registrars;

      (e)   In the event that the Option or portion thereof shall
be  exercised  pursuant to Section 5.1 by any person  or  persons
other  than an Employee, appropriate proof of the right  of  such
person or persons to exercise the Option or portion thereof; and

      (f)  Such other documents, certificates or undertakings  as
the  Committee may require in accordance with Section 7.2  hereof
or as may be required pursuant to applicable law.



                               -7-

<PAGE>

                            ARTICLE 6

                         ADMINISTRATION

Section 6.1  Stock Option Committee
             ----------------------
      The  Committee shall consist of at least two Directors.  It
shall  be  appointed by and shall serve at the  pleasure  of  the
Board.  If  the  Board shall make the determination  to  seek  or
maintain such exemption, and to the extent required to secure  or
maintain  any  exemption  available  under  Section  16  of   the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
no  person shall be eligible to serve on the Committee unless  he
is then a "Non-Employee Director" within the meaning of paragraph
(b)(3) of Rule 16b-3 which has been adopted by the Securities and
Exchange Commission under the Exchange Act, as amended,  as  such
Rule  or  its  equivalent  is  then  in  effect.  Appointment  of
Committee   members  shall  be  effective  upon   acceptance   of
appointment.  Committee  members  may  resign  at  any  time   by
delivering  written  notice  to  the  Board.  Vacancies  in   the
Committee may be filled by the Board as it deems appropriate.  At
the option of the Board, or in the absence of the appointment  or
designation of the Committee by the Board, the entire Board shall
constitute the Committee.

Section 6.2  Duties and Powers of Committee
             ------------------------------
     It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its provisions. The
Committee  shall  have the power to interpret the  Plan  and  the
Options   and   to  adopt  such  rules  for  the  administration,
interpretation,  and application of the Plan  as  are  consistent
therewith  and to interpret, amend or revoke any such rules.  Any
such interpretations and rules shall be consistent with the basic
purpose of the Plan to grant Options. In its absolute discretion,
the  Board may at any time and from time to time exercise any and
all rights and duties of the Committee under the Plan.

Section 6.3  Majority Rule
             -------------
      The  Committee  shall act by a majority of its  members  in
office  and  the Committee may act either by vote at a telephonic
or  other  meeting or by a memorandum or other written instrument
signed by a majority of the Committee.

Section 6.4  Compensation: Professional Assistance; Good Faith
             Actions
             -------------------------------------------------
      Members of the Committee shall not receive compensation for
their  services as members but all expenses and liabilities  they
incur in connection with the administration of the Plan shall  be
borne  by  BRC. The Committee may employ attorneys,  consultants,
accountants, appraisers, brokers or other persons. The Committee,
BRC  and  the officers and Directors of BRC shall be entitled  to
rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made
by  the  Committee in good faith shall be final and binding  upon
all Employees, BRC and all other interested persons. No member of
the   Committee  shall  be  personally  liable  for  any  action,
determination or interpretation made in good faith  with  respect
to  the  Plan  or the Options, and all members of  the  Committee
shall  be fully protected by BRC with respect to any such action,
determination or interpretation.



                               -8-

<PAGE>

                            ARTICLE 7

                    MISCELLANEOUS PROVISIONS

Section 7.1  Rights as Stockholders
             ----------------------
      The  holders of Options shall not be, nor have any  of  the
rights  or privileges of, stockholders of BRC in respect  of  any
shares  purchasable upon the exercise of any part  of  an  Option
unless and until certificates representing such shares have  been
issued by BRC to such holders.

Section 7.2  Transfer Restrictions
             ---------------------
      The  Committee, in its absolute discretion, may impose such
restrictions  on  the transferability of the  shares  purchasable
upon  the exercise of an Option as it deems appropriate, and  any
such  restrictions  shall be set forth in  the  respective  Stock
Option Agreement or a stock subscription agreement to be executed
by the grantee thereof prior to the exercise of an option and may
be referred to on the certificates evidencing such shares.

Section 7.3  Options Not Transferable
             ------------------------
      No Option or interest or right therein shall be subject  to
disposition   by  transfer,  alienation,  anticipation,   pledge,
encumbrance,   assignment  or  any  other  means,  whether   such
disposition be voluntary or involuntary or by operation of law or
by  judgment, levy, attachment, garnishment or any other legal or
equitable  proceeding (including bankruptcy), and  any  attempted
disposition  thereof shall be null and void  and  of  no  effect;
provided, however, that nothing in this Section 7.3 shall prevent
transfers  by  will  or by the applicable  laws  of  descent  and
distribution.

Section 7.4  Amendment. Suspension or Termination of the Plan
             ------------------------------------------------
      The  Plan  may be wholly or partially amended or  otherwise
modified,  suspended or terminated at any time or  from  time  to
time  by the Board. However, without approval of a majority  vote
of  BRC's  stockholders present in person  or  by  proxy  at  any
regular or special meeting given within 12 months before or after
the  action  by  the Board or the Committee,  no  action  of  the
Committee or the Board may, except as provided in Sections 4.6 or
4.7,  increase  any limit imposed in Section 2.1 on  the  maximum
number  of  shares which may be issued upon exercise of  Options,
reduce  the minimum option price requirements in Section  4.2  or
extend the limit imposed in this Section 7.4 on the period during
which  Options may be granted. Except as expressly  permitted  by
the  terms  of  the Plan, neither the amendment,  suspension  nor
termination of the Plan shall, without the consent of the  holder
of  the  Option, alter or impair any rights or obligations  under
any  Option theretofore granted. No Option may be granted  during
any  period of suspension nor after termination of the Plan,  and
in  no event may any Option be granted under this Plan after  the
expiration of ten (10) years from the date the Plan is adopted or
the date the stockholders of BRC approve this Plan, if earlier.

Section 7.5  Effect of Plan Upon Other Options and Compensation
             Plans
             ---------------------------------------------------
      Nothing in this Plan shall be construed to limit the  right
of  BRC  or  any of its Subsidiaries (a) to establish  any  other
forms  of incentives or compensation for employees of BRC or  any
of  its  Subsidiaries or (b) to grant or assume options otherwise
than under this Plan in connection with


                               -9-

<PAGE>


any  proper  corporate purpose, including,  but  not  by  way  of
limitation, the grant or assumption of options in connection with
the  acquisition  by  purchase, lease, merger,  consolidation  or
otherwise,  of the business, stock or assets of any  corporation,
firm or association.

Section 7.6  Titles
             ------
      Titles are provided herein for convenience only and are not
to  serve  as a basis for interpretation or construction  of  the
Plan.











                              -10-