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                                                                     EXHIBIT 4.1

                      Carnegie International Corporation

                   AMENDED AND RESTATED STOCK INCENTIVE PLAN
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     Carnegie International Corporation, a Colorado corporation (the "Company")
adopted the Company's 1998 Stock Option Plan (the "1998 Plan") by action of the
Company's Board of Directors on July 15, 1998, subject to shareholder approval.
The 1998 Plan provides only for stock options, both qualified and non-qualified,
and does not make provision for grants of restricted stock and stock
appreciation rights. Under the 1998 Plan, the Company reserved Two Million
(2,000,000) shares of its common stock, no par value, for issuance upon the
exercise of options granted thereunder. The Company now desires to amend and
restate the 1998 Plan in its entirety, and, in order to accomplish this purpose,
sets forth as follows:

     1.   Purpose.  The purpose of the Carnegie International Corporation Stock
Incentive Plan (the "Plan") is to further the long term stability and financial
success of Carnegie International Corporation, a Colorado corporation (the
"Company"), by retaining and attracting key employees, non-employee directors
and consultants of the Company through the use of stock incentives utilizing the
Company's common stock (the "Company Stock").  It is believed that ownership of
Company Stock will stimulate the efforts of those employees, consultants and
directors of the Company upon whose efforts, interest and judgment the Company
is and will be largely dependent for success.  It is also believed that
Incentive Awards granted to employees and directors under this Plan will
strengthen their desire to remain with the Company and will further identify the
interests of those employees and directors with the interests of the Company's
shareholders.  The Plan is intended to conform to the provisions of Securities
and Exchange Commission Rule 16b-3.

     2.   Definitions.  As used in the Plan, the following terms have the
meanings indicated:

          "1933 Act" means the Securities Exchange Act of 1933, as amended.

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          "1934 Act" means the Securities Exchange Act of 1934, as amended.

          "Applicable Withholding Taxes" means the aggregate amount of any
federal, state and local income and payroll taxes that the Company is required
to withhold in connection with any exercise of a Nonstatutory Stock Option or
Stock Appreciation Right, or the lapse of restrictions with respect to
Restricted Stock.

          "Board" means the board of directors of the Company.

          "Change of Control" means the occurrence of any event deemed by the
Committee, in its sole discretion, to constitute a Change of Control of the
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Company, and shall include an event described in (i), (ii), (iii), or (iv):

               (i)  The acquisition by a Group of Beneficial Ownership of 50% or
more of the Stock or the Voting Power of the Company, but excluding for this
purpose: (A) any acquisition by the Company (or a subsidiary), or an employee
benefit plan of the Company; or (B) any acquisition of Common Stock of the
Company by management employees of the Company. For purposes of this Section,
"Group" means any individual, entity or group within the meaning of Section
13(d)(3) or 14(d)(2) of the 1934 Act, "Beneficial Ownership" has the meaning in
Rule 13d-3 promulgated under the 1934 Act, "Stock" means the then outstanding
shares of common stock, and "Voting Power" means the combined voting power of
the outstanding voting securities entitled to vote generally in the election of
directors.

               (ii) Individuals who constitute the Board on the date immediately
after the Company Stock becomes Publicly Traded (the "Incumbent Board") cease to
constitute at least a majority of the Board, provided that any director whose
nomination was approved by a majority of the Incumbent Board shall be considered
a member of the Incumbent Board unless such individual's initial assumption of
office is in connection with an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the 1934 Act).

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               (iii)  Approval by the shareholders of the Company of a
reorganization, merger or consolidation, in each case, in which the owners of
more than 50% of the Stock or Voting Power of the Company do not, following such
reorganization, merger or consolidation, beneficially own, directly or
indirectly, more than 50% of the Stock or Voting Power of the corporation
resulting from such reorganization, merger or consolidation.

               (iv)   A complete liquidation or dissolution of the Company or of
its sale or other disposition of all or substantially all of the assets of the
Company.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Committee" means the committee appointed by the Board (as described
in Section 14), or the entire Board, if no committee is appointed, to administer
this Plan.

          "Company" means Carnegie International Corporation, a Colorado
corporation.

          "Company Stock" means common stock of the Company.  In the event of a
change in the capital structure of the Company (including any change in
connection with Company Stock becoming Publicly Traded) the shares resulting
from such a change shall be deemed to be Company Stock within the meaning of the
Plan.

          "Consultant" means any person who is engaged by the Company, the
Parent or a Subsidiary to render consulting or advisory services and is
compensated for such services.

          "Date of Grant" means the date on which an Incentive Award is granted
by the Committee or such later date specified by the Committee as the date as of
which the grant of the Incentive Award is to be effective.

          "Disability" or "Disabled" means, as to an Incentive Stock Option, a
Disability within the meaning of Code Section 22(e)(3).  As to all other
Incentive Awards, the Committee shall determine whether a Disability exists and
such determination shall be conclusive.

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          "Employee" means an individual employed by the Company or the Parent
or a Subsidiary of the Company.

          "Fair Market Value" means the value of a share of Company Stock,
determined as follows:

               (i)    if such Company Stock is then quoted on the Nasdaq
National Market, its closing price on the Nasdaq National Market on the date of
determination, as reported in The Wall Street Journal;
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               (ii)   if such Company Stock is then listed on a national
securities exchange, its closing price on the date of determination on the
principal national securities exchange on which the Company Stock is listed or
admitted to trading, as reported in The Wall Street Journal;
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               (iii)  if such Company Stock is not quoted on the Nasdaq National
Market nor listed or admitted to trading on a national securities exchange, the
average of the closing bid and asked prices on the date of determination, as
reported in The Wall Street Journal; or
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               (iv)   if none of the foregoing is applicable, by the Committee
in good faith.

          "Incentive Award" means, collectively, an award of Restricted Stock,
an Option or a Stock Appreciation Right granted under the Plan.

          "Incentive Stock Option" means an Option intended to meet the
requirements of, and to qualify for favorable federal income tax treatment
under, Section 422 of the Code.  Incentive Stock Options may be granted only to
Employees.

          "Mature Shares" means shares of Company Stock for which the holder
thereof has good title, free and clear of all liens and encumbrances and which
such holder either (i) has held for at least six months or (ii) has purchased on
the open market.

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          "Non-Employee Director" means a member of the Board who is not an
Employee of the Company or the Parent or a Subsidiary of the Company, as defined
in Rule 16b-3 under the 1934 Act.

          "Nonstatutory Stock Option" means an Option which does not meet the
requirements of Section 422 of the Code, or even if meeting the requirements of
Section 422 of the Code, is not intended to be an Incentive Stock Option and is
so designated.

          "Option" means a right to purchase Company Stock granted under the
Plan, at a price determined in accordance with the Plan.

          "Parent" means, with respect to any corporation, a parent of that
corporation within the meaning of Section 424(e) of the Code.

          "Participant" means an Employee, Non-Employee Director or Consultant
who receives an Incentive Award under the Plan.

          "Publicly Traded" means a registration statement with respect to
Company Stock that was filed by the Company with the Securities and Exchange
Commission has become effective.

          "Restricted Stock" means Company Stock awarded upon the terms and
subject to the restrictions set forth in Section 6.

          "Rule 16b-3" means Rule 16b-3 of the Securities and Exchange
Commission promulgated under the 1934 Act. A reference in the Plan to Rule 16b-3
shall include a reference to any corresponding rule (or number redesignation) of
any amendment to Rule 16b-3 enacted after the effective date of the Plan's
adoption.  The provisions of the Plan relating to Rule 16b-3 shall be applicable
only if the Company Stock is Publicly Traded.

          "Stock Appreciation Right" means a right to receive amounts from the
Company granted pursuant to Section 8 of the Plan.

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          "Subsidiary" means, with respect to any corporation, a subsidiary of
that corporation within the meaning of Code Section 424(f).

          "10% Shareholder" means a person who owns, directly or indirectly,
stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company or any Parent or Subsidiary of the Company. Indirect
ownership of stock shall be determined in accordance with Code Section 424(d).

          "Taxable Year" means the fiscal period used by the Company for
reporting taxes or income under the Code.

     3.   General.  The following types of Incentive Awards may be granted under
the Plan: Restricted Stock, Incentive Stock Options, Nonstatutory Stock Options
or Stock Appreciation Rights.

     4.   Stock.  Subject to Section 12 of the Plan, there shall be reserved for
issuance under the Plan an aggregate of 10,000,000 shares of Company Stock,
which shall be authorized but unissued shares.  Shares allocable to Incentive
Awards or portions thereof granted under the Plan that expire or otherwise
terminate unexercised may again be subjected to an Incentive Award under the
Plan.  The Committee is expressly authorized to make an Incentive Award to a
Participant conditioned upon the surrender for cancellation of an existing
Incentive Award.  For purposes of determining the number of shares that are
available for Incentive Awards under the Plan, such number shall, to the extent
permissible under Rule 16b-3 if the Company Stock is Publicly Traded, include
the number of shares surrendered by an optionee or retained by the Company in
payment of Applicable Withholding Taxes.

     5.   Eligibility.

          (a)  Any Employee, Non-Employee Director or Consultant of the Company
(or Parent or Subsidiary of the Company) who, in the judgment of the Committee
has contributed or

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can be expected to contribute to the profits or growth of the Company (or Parent
or Subsidiary) shall be eligible to receive Incentive Awards under the Plan. The
Committee shall have the power and complete discretion, as provided in Section
14 hereof, to select eligible Participants to receive Incentive Awards and to
determine for each Participant the terms and conditions, the nature of the award
and the number of shares to be allocated to each Participant as part of each
Incentive Award. Both the Board and the Committee shall have the power and
complete discretion, as provided in Section 14, to select eligible Non-Employee
Directors and Consultants to receive Incentive Awards and to determine for each
Non-Employee Director or Consultant the nature of the award and the terms and
conditions of each Incentive Award.

          (b)  The grant of an Incentive Award shall not obligate the Company or
any Parent or Subsidiary of the Company to pay an Employee, Non-Employee
Director or Consultant any particular amount of remuneration, to continue the
employment of the Employee after the grant or to make further grants to the
Employee, Non-Employee Director or Consultant at any time thereafter.

     6.   Restricted Stock Awards.

          (a)  The Committee may make grants of Restricted Stock to
Participants. Whenever the Committee deems it appropriate to grant Restricted
Stock, notice shall be given to the Participant stating the number of shares of
Restricted Stock granted and the terms and conditions to which the Restricted
Stock is subject. This notice, when accepted in writing by the Participant shall
become an award agreement between the Company and the Participant and
certificates representing the shares shall be issued and delivered to the
Participant. Restricted Stock may be awarded by the Committee in its discretion
without cash consideration.

          (b)  No shares of Restricted Stock may be sold, assigned, transferred,
pledged, hypothecated, or otherwise encumbered or disposed of until the
restrictions on such shares as set

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forth in the Participant's award agreement have lapsed or been removed pursuant
to paragraph (d) or (e) below.

          (c)  Upon the acceptance by a Participant of an award of Restricted
Stock, such Participant shall, subject to the restrictions set forth in
paragraph (b) above, have all the rights of a shareholder with respect to such
shares of Restricted Stock, including, but not limited to, the right to vote
such shares of Restricted Stock and the right to receive all dividends and other
distributions paid thereon.  Certificates representing Restricted Stock shall
bear a legend referring to the restrictions set forth in the Plan and the
Participant's award agreement.

          (d)  The Committee shall establish as to each award of Restricted
Stock the terms and conditions upon which the restrictions set forth in
paragraph (b) above shall lapse. Such terms and conditions may include, without
limitation, the lapsing of such restrictions as a result of the Disability,
death or retirement of the Participant or the occurrence of a Change of Control.

          (e)  Notwithstanding the provisions of paragraph (b) above, the
Committee may at any time, in its sole discretion, accelerate the time at which
any or all restrictions will lapse or remove any and all such restrictions.

          (f)  Each Employee shall agree at the time his or her Restricted Stock
is granted, and as a condition thereof, to pay to the Company, or make
arrangements satisfactory to the Company regarding the payment to the Company
of, Applicable Withholding Taxes.  Until such amount has been paid or
arrangements satisfactory to the Company have been made, no stock certificate
free of a legend reflecting the restrictions set forth in paragraph (b) above
shall be issued to such Participant.  As an alternative to making a cash payment
to the Company to satisfy Applicable Withholding Taxes, if the grant so
provides, the Employee may elect to (i) deliver Mature Shares or (ii) have the
Company retain that number of shares of Company Stock that would satisfy all or
a specified portion of the Applicable Withholding Taxes.  The Company may
require the

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Participant to execute a shareholder agreement or such other form of agreement
as it may deem appropriate as a condition to permitting restrictions on
Restricted Stock to lapse.

     7.   Stock Options.

          (a)  Whenever the Committee deems it appropriate to grant Options,
notice shall be given to the eligible person stating the number of shares for
which Options are granted, the Option price per share, whether the Options are
Incentive Stock Options or Nonstatutory Stock Options, the extent to which Stock
Appreciation Rights are granted (as provided in Section 8 hereof) and the
conditions to which the grant and exercise of the Options are subject.  This
notice, when duly accepted in writing by the Participant, shall become a stock
option agreement between the Company and the Participant.

          (b)  The exercise price of shares of Company Stock covered by an
Option shall be not less than 100% of the Fair Market Value of such shares on
the Date of Grant. If the employee is a 10% Shareholder and the Option is an
Incentive Stock Option, the exercise price shall be not less than 110% of the
Fair Market Value of such shares on the Date of Grant.

          (c)  Options may be exercised in whole or in part at such times as may
be specified by the Committee in the Participant's stock option agreement;
provided that the exercise provisions for Incentive Stock Options shall in all
events not be more liberal than the following provisions:

               (i)   No Incentive Stock Option may be exercised after ten years
(or, in the case of an Incentive Stock Option granted to a 10% Shareholder, five
years) from the Date of Grant.

               (ii)  An Incentive Stock Option by its terms, shall be
exercisable in any calendar year only to the extent that the aggregate Fair
Market Value (determined at the Date of Grant) of the Company Stock with respect
to which incentive stock options are exercisable for the

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first time during the calendar year does not exceed $100,000 (the "Limitation
Amount"). Incentive Stock Options granted under the Plan and similar incentive
options granted under all other plans of the Company and any Parent or
Subsidiary of the Company shall be aggregated for purposes of determining
whether the Limitation Amount has been exceeded. The Committee may impose such
conditions as it deems appropriate on an Incentive Stock Option to ensure that
the foregoing requirement is met. If Incentive Stock Options that first become
exercisable in a calendar year exceed the Limitation Amount, the excess Options
will be treated as Nonstatutory Stock Options to the extent permitted by law.

               (iii)  An Incentive Stock Option shall be subject to such other
conditions on exercise as may be imposed under the Code.

          (d)  The Committee may, in its discretion, grant Options that by their
terms become fully exercisable upon a Change of Control, notwithstanding other
conditions on exercisability in the stock option agreement.

     8.   Stock Appreciation Rights.

          (a)  Whenever the Committee deems it appropriate, Stock Appreciation
Rights may be granted in connection with all or any part of an Option to a
Participant or in a separate Incentive Award.

          (b)  The following provisions apply to all Stock Appreciation Rights
that are granted in connection with Options:

               (i)    Stock Appreciation Rights shall entitle the Participant,
upon exercise of all or any part of the Stock Appreciation Rights, to surrender
to the Company unexercised that portion of the underlying Option relating to the
same number of shares of Company Stock as is covered by the Stock Appreciation
Rights (or the portion of the Stock Appreciation Rights so exercised) and to
receive in exchange from the Company an amount equal to the excess of (x) the

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Fair Market Value on the date of exercise of the Company Stock covered by the
surrendered portion of the underlying Option over (y) the exercise price of the
Company Stock covered by the surrendered portion of the underlying Option. The
Committee may limit the amount that the Participant will be entitled to receive
upon exercise of Stock Appreciation Rights.

               (ii)   Upon the exercise of a Stock Appreciation Right and
surrender of the related portion of the underlying Option, the Option, to the
extent surrendered, shall not thereafter be exercisable.

               (iii)  Subject to any further conditions upon exercise imposed by
the Committee, a Stock Appreciation Right shall be exercisable only to the
extent that the related Option is exercisable and a Stock Appreciation Right
shall expire no later than the date on which the related Option expires.

               (iv)   A Stock Appreciation Right may only be exercised at a time
when the Fair Market Value of the Company Stock covered by the Stock
Appreciation Right exceeds the exercise price of the Company Stock covered by
the underlying Option.

          (c)  The following provisions apply to all Stock Appreciation Rights
that are not granted in connection with Options:

               (i)    Stock Appreciation Rights shall entitle the Participant,
upon exercise of all or any part of the Stock Appreciation Rights, to receive in
exchange from the Company an amount equal to the excess of (x) the Fair Market
Value on the date of exercise of the Company Stock covered by the surrendered
Stock Appreciation Right over (y) the Fair Market Value of the Company Stock on
the Date of Grant of the Stock Appreciation Right. The Committee may limit the
amount that the Participant will be entitled to receive upon exercise of Stock
Appreciation Rights.

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               (ii)   A Stock Appreciation Right may only be exercised at a time
when the Fair Market Value of the Company Stock covered by the Stock
Appreciation Right exceeds the Fair Market Value of the Company Stock on the
Date of Grant of the Stock Appreciation Right.

          (d)  The manner in which the Company's obligation arising upon the
exercise of a Stock Appreciation Right shall be paid shall be determined by the
Committee and shall be set forth in the Incentive Award.  The Incentive Award
may provide for payment in Company Stock or cash, or a fixed combination of
Company Stock or cash, or the Committee may reserve the right to determine the
manner of payment at the time the Stock Appreciation Right is exercised.  Shares
of Company Stock issued upon the exercise of a Stock Appreciation Right shall be
valued at their Fair Market Value on the date of exercise.

     9.   Method of Exercise of Options and Stock Appreciation Rights.

          (a)  Options and Stock Appreciation Rights may be exercised by the
Participant by giving written notice of the exercise to the Company, stating the
number of shares the Participant has elected to purchase under the Option or the
number of Stock Appreciation Rights the Participant has elected to exercise.  In
the case of the purchase of shares under an Option, such notice shall be
effective only if accompanied by the exercise price in full in cash; provided,
however, that if the terms of an Option, or the Committee by separate action, so
permits, the Participant may (i) deliver Mature Shares (valued at their Fair
Market Value on the date of exercise) in satisfaction of all or part of the
exercise price, (ii) cause to be withheld from the Option shares, shares of
Company Stock (valued at their Fair Market Value on the date of exercise) in
satisfaction of all or any part of the exercise price, (iii) deliver a properly
executed exercise notice together with irrevocable instructions to a broker to
deliver promptly to the Company, from the sale or loan proceeds with respect to
the sale of Company Stock or a loan secured by Company Stock, the amount
necessary to pay the exercise price and, if required by the Committee,
Applicable Withholding Taxes, or (iv)

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deliver an interest bearing promissory note, payable to the Company, in payment
of all or part of the exercise price together with such collateral as may be
required by the Committee at the time of exercise. The interest rate under any
such promissory note shall be established by the Committee and shall be at least
equal to the minimum interest rate required at the time to avoid imputed
interest under the Code.

          (b)  The Company may require the Participant to execute a shareholder
agreement or such other form of agreement as it may deem appropriate as a
condition to transfer of Company Stock  to the Participant upon exercise of an
Option or a Stock Appreciation Right.  The Company may place on any certificate
representing Company Stock issued upon the exercise of an Option or a Stock
Appreciation Right any legend deemed desirable by the Company's counsel to
comply with federal or state securities laws, and the Company may require a
customary written indication of the Participant's investment intent.  Until the
Participant has made any required payment, including any Applicable Withholding
Taxes, and has had issued a certificate for the shares of Company Stock
acquired, he or she shall possess no shareholder rights with respect to the
shares.

          (c)  Each Employee shall agree as a condition of the exercise of an
Option or a Stock Appreciation Right to pay to the Company Applicable
Withholding Taxes, or make arrangements satisfactory to the Company regarding
the payment to the Company of such amounts.  Until Applicable Withholding Taxes
have been paid or arrangements satisfactory to the Company have been made, no
stock certificate shall be issued upon the exercise of an Option or a Stock
Appreciation Right.

          (d)  As an alternative to making a cash payment to the Company to
satisfy Applicable Withholding Taxes, if the Option or Stock Appreciation Right
agreement so provides, or the Committee by separate action so provides, an
Employee may, subject to the provisions set forth below, elect to (i) deliver
Mature Shares or (ii) have the Company retain that number of shares of

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Company Stock that would satisfy all or a specified portion of the Applicable
Withholding Taxes. The Committee shall have sole discretion to approve or
disapprove any such election.

          (e)  Notwithstanding anything herein to the contrary, if the Company
Stock is Publicly Traded, Options and Stock Appreciation Rights shall always be
granted and exercised in such a manner as to conform to the provisions of Rule
16b-3.

     10.  Nontransferability of Options and Stock Appreciation Rights.  Options
and Stock Appreciation Rights shall not be transferable except to the extent
specifically provided in the Incentive Award.  Incentive Stock Options, by their
terms, shall not be transferable except by will or by the laws of descent and
distribution, and shall be exercisable during the Participant's lifetime only by
the Participant.

     11.  Effective Date of the Plan.  This Plan shall be effective as of August
27th, 2001.

     12.  Termination, Modification, Change.  If not sooner terminated by the
Board, this Plan shall terminate at the close of the business day that is the
day immediately preceding the ten year anniversary of the effective date (as
provided in Section 11).  No Incentive Awards shall be made under the Plan after
its termination.  The Board may terminate the Plan or may amend the Plan in such
respects as it shall deem advisable; provided, that, if and to the extent
required by the Code or applicable federal or state securities law, or
regulations thereunder, no change shall be made that materially increases the
total number of shares of Company Stock reserved for issuance pursuant to
Incentive Awards granted under the Plan (except pursuant to Section 13 hereof),
materially expands the class of persons eligible to receive Incentive Awards, or
materially increases the benefits accruing to Participants under the Plan,
unless such change is authorized in accordance with the provisions of the
Charter of the Company.  Notwithstanding the foregoing, the Board may amend the
Plan and unilaterally amend Incentive Awards as it deems appropriate to ensure
compliance with applicable federal or state securities laws or regulations
thereunder and to cause

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Incentive Stock Options to meet the requirements of the Code and regulations
thereunder. Except as provided in the preceding sentence, a termination or
amendment of the Plan shall not, without the consent of the Participant,
detrimentally affect a Participant's rights under an Incentive Award previously
granted to him.

     13.  Change in Capital Structure.

          (a)  In the event of a stock dividend, stock split or combination of
shares, recapitalization or merger in which the Company is the surviving
corporation or other change in the Company's capital stock (including, but not
limited to, the creation or issuance to shareholders generally of rights,
options or warrants for the purchase of common stock or preferred stock of the
Company), the number and kind of shares of stock or securities of the Company to
be subject to the Plan and to Incentive Awards then outstanding or to be granted
thereunder, the maximum number of shares or securities which may be delivered
under the Plan, the maximum number of shares or securities that can be granted
to an individual Participant under Section 4 hereof, the exercise price, the
terms of Incentive Awards and other relevant provisions shall be appropriately
adjusted by the Committee, whose determination shall be binding on all persons.
If the adjustment would produce fractional shares with respect to any
unexercised Option, the Committee may adjust appropriately the number of shares
covered by the Option so as to eliminate the fractional shares.

          (b)  If the Company is a party to a consolidation or a merger in which
the Company is not the surviving corporation, a transaction that results in the
acquisition of substantially all of the Company's outstanding stock by a single
person or entity, or a sale or transfer of substantially all of the Company's
assets, the Committee may take such actions with respect to outstanding
Incentive Awards as the Committee deems appropriate.

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          (c)  Notwithstanding anything in the Plan to the contrary, the
Committee may take the foregoing actions without the consent of any Participant,
and the Committee's determination shall be conclusive and binding on all persons
for all purposes.

     14.  Administration of the Plan.  The Plan shall be administered by the
Committee, which shall consist of not less than two Non-Employee Directors of
the Board if the Company Stock is Publicly Traded, who shall be appointed by the
Board.  Subject to paragraph (d) below, if the Company Stock is Publicly Traded,
the Committee shall be the Compensation Committee of the Board unless the Board
shall appoint another Committee to administer the Plan.  The Committee shall
have general authority to impose any limitation or condition upon an Incentive
Award the Committee deems appropriate to achieve the objectives of the Incentive
Award and the Plan and, without limitation and in addition to powers set forth
elsewhere in the Plan, shall have the following specific authority:

          (a)  The Committee shall have the power and complete discretion to
determine (i) which eligible persons shall receive Incentive Awards and the
nature of each Incentive Award, (ii) the number of shares of Company Stock to be
covered by each Incentive Award, (iii) whether Options shall be Incentive Stock
Options or Nonstatutory Stock Options, (iv) when, whether and to what extent
Stock Appreciation Rights shall be granted, (v) the Fair Market Value of Company
Stock, (vi) the time or times when an Incentive Award shall be granted, (vii)
whether an Incentive Award shall become vested over a period of time and when it
shall be fully vested, (viii) when Options or Stock Appreciation Rights may be
exercised, (ix) whether a Disability exists, (x) the manner in which payment
will be made upon the exercise of Options or Stock Appreciation Rights, (xi)
conditions relating to the length of time before disposition of Company Stock
received upon the exercise of Options or Stock Appreciation Rights is permitted,
(xii) whether to approve a Participant's election (A) to deliver Mature Shares
to satisfy Applicable Withholding Taxes or (B) to

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have the Company withhold from the shares to be issued upon the exercise of a
Nonstatutory Stock Option or a Stock Appreciation Right the number of shares
necessary to satisfy Applicable Withholding Taxes, (xiii) notice provisions
relating to the sale of Company Stock acquired under the Plan, and (xiv) any
additional requirements relating to Incentive Awards that the Committee deems
appropriate. The Committee shall have the power to amend the terms of previously
granted Incentive Awards so long as the terms as amended are consistent with the
terms of the Plan and provided that the consent of the Participant is obtained
with respect to any amendment that would be detrimental to him or her, except
that such consent will not be required if such amendment is for the purpose of
complying with Rule 16b-3 or any requirement of the Code applicable to the
Incentive Award.

          (b)  The Committee may adopt rules and regulations for carrying out
the Plan. The interpretation and construction of any provision of the Plan by
the Committee shall be final and conclusive. The Committee may consult with
counsel, who may be counsel to the Company, and shall not incur any liability
for any action taken in good faith in reliance upon the advice of counsel.

          (c)  A majority of the members of the Committee shall constitute a
quorum, and all actions of the Committee shall be taken by a majority of the
members present.  Any action may be taken by a written instrument signed by all
of the members, and any action so taken shall be fully effective as if it had
been taken at a meeting.

          (d)  The Board from time to time may appoint members previously
appointed and may fill vacancies, however caused, in the Committee.

          (e)  With respect to Non-Employee Directors, the Board or the
Committee shall be authorized to make grants of Restricted Stock and
Nonstatutory Stock Options in its discretion, provided such grants are made in
compliance with other provisions of the Plan. In such case, the

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<PAGE>

Board shall hold the same general and specific authority granted to the
Committee under this Section 14 and other provisions of the Plan.

     15.  Notice.  All notices and other communications required or permitted to
be given under this Plan shall be in writing and shall be deemed to have been
duly given if delivered personally or mailed first class, postage prepaid, as
follows (a) if to the Company - at its principal business address to the
attention of the Secretary; (b) if to any Participant - at the last address of
the Participant known to the sender at the time the notice or other
communication is sent.

     16.  Interpretation.  The terms of this Plan are subject to all present and
future regulations and rulings of the Secretary of the Treasury or his delegate
relating to the qualification of Incentive Stock Options under the Code.  If any
provision of the Plan conflicts with any such regulation or ruling, then that
provision of the Plan shall be void and of no effect.

     17.  Compliance with Law.  Notwithstanding any other provision of this
Plan, Incentive Awards may be granted pursuant to this Plan, and Company Stock
may be issued pursuant to the exercise thereof by a Participant, only after
there has been compliance with all applicable federal and state securities laws,
and such grants and issuances will be subject to this overriding condition. The
Company will not be required to register or qualify Company Stock with the
Securities and Exchange Commission or any state agency.

     18.  Stock Certificates.  Any certificates representing Company Stock
issued pursuant to the exercise of Incentive Awards will bear all legends
required by law and necessary to effectuate this Plan's provisions. The Company
may place a "stop transfer" order against shares of Company Stock until all
restrictions and conditions set forth in this Plan and in the legends referred
to in this Plan have been complied with.

     19.  Stockholder Approval.  Continuance of the Plan shall be subject to
approval by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted.

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Such stockholder approval shall be obtained in the degree and manner required
under applicable state and federal law and the rules of any stock exchange or
national market system upon which the Common Stock is then listed or traded.

     20.  Amendment and Discontinuance.  The Board may amend, suspend or
discontinue this Plan at any time or from time to time, but no such action may
alter or impair any Incentive Award previously granted under this Plan without
the consent of the holder of such Incentive Award.

     21.  Citations to Statutes.  References in this Plan to any statutes,
regulations, or portions thereof are intended to refer to the statutes,
regulations, or portions thereof in force at the time of the Plan's adoption by
the Board and as subsequently amended, or to any substantially similar successor
statutes, regulations or portions thereof resulting from recodification,
renumbering, or other enactment or promulgation.

     22.  Governing Law.  This Plan will be governed by, and construed in
accordance with, the laws of the State of Colorado.

     23.  Copies of Plan. A copy of this Plan will be delivered to each
Participant at or before the time he or she executes any agreement pursuant to
this Plan.

          IN WITNESS WHEREOF, this Stock Incentive Plan has been executed this
27th day of August, 2001.

                                   CARNEGIE INTERNATIONAL CORPORATION
                                   a Colorado corporation

                                   By: _______________________
                                        Lowell Farkas,
                                        President and Chief Executive Officer

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