STORAGE TECHNOLOGY CORPORATION
                       1995 EQUITY PARTICIPATION PLAN
                         AS AMENDED SEPTEMBER 1996   
                                      

                                  Section 1

                                Introduction.
                                ------------

    1.1       Establishment.  Effective as provided in Section 21, the Company 
hereby establishes a plan of long-term stock-based compensation incentives for 
selected employees of the Company and its affiliated corporations.  The plan 
shall be known as the Storage Technology Corporation 1995 Equity Participation 
Plan (the "1995 Plan").

    1.2       Purpose.  The purpose of the 1995 Plan is to provide employees 
selected for participation in the 1995 Plan with added incentives to continue 
in the service of the Company and its affiliates and to create in such 
employees a more direct interest in the future success of the operations of the 
Company and its affiliated corporations by relating incentive compensation to 
the achievement of long-term corporate economic objectives.  The 1995 Plan is 
also designed to attract key employees and to retain and motivate participating 
employees by providing an opportunity for equity investment in the Company.

    1.3       No Effect on 1987 Plan Options.  Options granted pursuant to
the Storage Technology Corporation 1987 Equity Participation Plan (the "1987
Plan") shall be governed by the terms and provisions of the option
agreements covering such grants and by the provisions of the 1987 Plan.


                                 Section 2

                                Definitions.
                                -----------

    2.1       Definitions.  The following terms shall have the meanings set
forth below:

         (a)  "Affiliated Corporation" means any corporation that is either
a parent corporation with respect to the Company or a subsidiary corporation
with respect to the Company (within the meaning of Sections 424(e) and (f),
respectively, of the Internal Revenue Code).

         (b)  "Board" means the Board of Directors of the Company.

         (c)  "Committee" means a committee designated by the Board to 
administer the Plan or, if no committee is so designated, the Board.

         (d)  "Common Stock" means the Company's $.10 par value voting
common stock.

         (e)  "Effective Date" means the effective date of the 1995 Plan,
as set forth in Section 21 hereof.

         (f)  "Eligible Employees" means those Employees (including, without 
limitation, officers and directors who are also employees) of the Company, or 
any Affiliated Corporation, or any division thereof, upon whose judgment, 
initiative and efforts the Company or the Affiliated Corporations are, or are 
expected to become, largely dependent for the successful conduct of their 
business.

         (g)  "Fair Market Value" means with respect to Common Stock, as of
any date, the closing price of a share of Common Stock on the New York Stock
Exchange as reported by The Wall Street Journal for the last trading day
prior to that date.  If no such prices are reported, then Fair Market Value
shall mean the average of the high and low sale prices for the Common Stock
(or if no sale prices are reported, the average of the high and low bid
prices) as reported by the principal regional stock exchange, or if not so
reported, as reported by Nasdaq or a quotation system of general circulation
to brokers and dealers.

         (h)  "Incentive Stock Option" means the right to purchase Common
Stock granted to a participant pursuant to Sections 6 and 7, which constitutes 
an incentive stock option within the meaning of Section 422 of the Internal 
Revenue Code, and which may or may not be issued with related Stock 
Appreciation Rights.

         (i)  "Internal Revenue Code" means the Internal Revenue Code of
1986, as it may be amended from time to time.

         (j)  "MBO Payment" means a payment to a Participant pursuant to
the Company's MBO Equity Plan, which payment may be made either in shares of
Common Stock or in cash, or partly in Common Stock and partly in cash, as
determined in accordance with the provisions of Section 12.

         (k)  "MBO Equity Plan" means the Company's Management By Objective
Plan, as established by the Board or the Committee from time to time, pursuant 
to which MBO Payments are made from time to time in the manner and under the 
conditions established by the Board or the Committee.

         (l)  "Non-Qualified Option" means a right to purchase Common Stock
granted to a participant pursuant to Sections 6 and 8, which does not
qualify as an Incentive Stock Option or which is designated as a Non-
Qualified Option, and which may or may not be issued with related Stock
Appreciation Rights.

         (m)  "Participant" means an Eligible Employee designated by the
Committee from time to time during the term of the 1995 Plan to receive one
or more of the stock-based compensation incentives provided under the 1995
Plan.

         (n)  "Restricted Stock Award" means an award of Common Stock
granted to a Participant pursuant to Section 10 that is subject to certain
restrictions imposed in accordance with the provisions of such Section.

         (o)  "Stock Appreciation Right" means a right granted to a
Participant pursuant to Section 9 to receive a payment from the Company
equal to the difference between the Fair Market Value of one or more shares
of Common Stock subject to a Non-Qualified Option or an Incentive Stock
Option and the exercise price of such shares under the terms of such Stock
Option.

         (p)  "Stock Option" means an Incentive Stock Option or a Non-
Qualified Option.

    2.2       Gender and Number.  Except when otherwise indicated by the
context, the masculine gender shall also include the feminine gender, and
the definition of any term herein in the singular shall also include the
plural.


                                 Section 3

                            Plan Administration.
                            -------------------

    3.1  Administration Generally.  The 1995 Plan shall be administered by the 
Board or Committee.  In accordance with the provisions of the 1995 Plan, the 
Committee, in its sole discretion:

              (i)       shall select the Participants from Eligible Employees;

              (ii)      shall determine the number of shares of Common Stock to 
be subject to Incentive Stock Options, Non-Qualified Options, Stock 
Appreciation Rights, Restricted Stock Awards and other Common Stock awards
granted pursuant to the 1995 Plan;

              (iii)     shall determine the number of shares of Common Stock to 
be issued as MBO Payments;

              (iv)      shall determine the time at which such options, rights, 
awards and payments are to be granted;

              (v)       shall fix the exercise price, period and the manner
in which a Stock Option becomes exercisable;

              (vi)      shall establish the duration and nature of Restricted 
Stock Award restrictions;

              (vii)     shall determine the Fair Market Value of the Common
Stock, in accordance with Section 2.1(g) of the 1995 Plan;

              (viii)    shall determine whether and under what circumstances, 
if any, a Stock Option or Stock Appreciation Right may be
settled in cash instead of Common Stock;

              (ix)      may reduce the exercise price of any Stock Option
or Stock Appreciation Right to the then current Fair Market Value if the
Fair Market Value of the Common Stock covered by such option or right shall
have declined since the date the Stock Option was granted;

              (X)       may modify or amend the terms and conditions of any
Stock Option, Stock Appreciation Right, Restricted Stock Award or other
Common Stock award, subject to Section 18 of the Plan (including, but not
limited to, accelerating vesting or waiving forfeiture restrictions);

              (xi)      may institute an option exchange program;

              (xii)     may authorize any person to execute on behalf of the 
Company any instrument required to effect the grant of a Stock Option, Stock 
Appreciation Right, Restricted Stock Award or other Common Stock award 
previously granted by the Committee; and

              (xiii)    shall establish such other terms and requirements
of the various compensation incentives under the 1995 Plan as the Committee
may deem necessary or desirable and consistent with the terms of the 1995
Plan.

The Committee shall determine the form or forms of the agreements with
Participants, which shall evidence the particular provisions, terms,
conditions, rights and duties of the Company and the Participants with
respect to Incentive Stock Options, Non-Qualified Options, Stock Appre
ciation Rights and Restricted Stock Awards granted pursuant to the 1995
Plan, which provisions need not be identical except as may be provided
herein.  The Committee may from time to time adopt such rules and
regulations for carrying out the purposes of the 1995 Plan as it may deem
proper and in the best interests of the Company.  The Committee may correct
any defect or supply any omission or reconcile any inconsistency in the 1995
Plan or in any agreement entered into hereunder in the manner and to the
extent it shall deem expedient to carry the 1995 Plan into effect, and it
shall be the sole and final judge of such expediency.  No member of the
Committee shall be liable for any action or determination made in good
faith.  The determinations, interpretations and other actions of the
Committee pursuant to the provisions of the 1995 Plan shall be binding and
conclusive for all purposes and on all persons, subject only to the review
and control of the Board on all Plan matters except selection of
Participants.

    3.2       Multiple Administrative Bodies.  If permitted by Rule 16b-3,
the 1995 Plan may be administered by different bodies with respect to
directors of the Company who are Eligible Employees, officers (within the
meaning of Rule 16a-1(f)) who are not directors, and employees who are
neither directors nor officers.

    3.3       Administration With Respect to Directors and Officers.  With
respect to grants of Stock Options, Stock Appreciation Rights, Restricted
Stock Awards or other Common Stock awards under the 1995 Plan to employees
who are also officers or directors, the 1995 Plan shall be administered by:

         (a)  the Board, if the Board may administer the 1995 Plan and
still have transactions under the 1995 Plan qualify for exemption under
Rule 16b-3, or

         (b)  a Committee designated by the Board to administer the 1995
Plan, which Committee shall be constituted (i) in such a manner as to permit
awards granted under the 1995 Plan to qualify for exemption under Rule 16b-3
and (ii) in such a manner as to satisfy applicable laws.

    3.4       Administration With Respect to Other Persons.  With respect to
grants of Stock Options, Stock Appreciation Rights, Restricted Stock Awards
or other Common Stock awards to employees who are neither directors nor
officers, the 1995 Plan shall be administered by:

         (a)  the Board or

         (b)  a Committee designated by the Board, which Committee shall be
constituted in such a manner as to satisfy applicable laws.

    3.5       Committee Composition.  Once a Committee has been appointed
pursuant to Section 3.3 or 3.4, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board.  From time to time
the Board may increase the size of any Committee and appoint additional members
thereof, remove members (with or without cause) and appoint new members in
substitution therefor, fill vacancies (however caused) or remove all members of
the Committee and thereafter directly administer the Plan, all to the extent 
permitted by applicable laws and, in the case of a Committee appointed under 
Section 3.3, to the extent permitted by Rule 16b-3 as it applies to 
transactions intended to qualify thereunder as exempt
transactions.


                                Section 4

                         Stock Subject to The Plan.
                         -------------------------

    4.1  Number of Shares.  Two million two hundred thousand (2,200,000) shares
of Common Stock are authorized for issuance under the 1995 Plan in accordance 
with the provisions of the 1995 Plan and subject to such restrictions or other 
provisions as the Committee may from time to time deem necessary.  This 
authorization may be increased from time to time by approval of the Board and 
the stockholders of the Company.  Shares of Common Stock that are issued upon 
exercise of Incentive Stock Options, Non-Qualified Options, or Stock 
Appreciation Rights or pursuant to MBO Payments, shares of Common Stock that 
are issued as Restricted Stock Awards, and shares of Common Stock that are 
issued pursuant to a plan adopted pursuant to Section 14, shall be applied to 
reduce the number of shares of Common Stock remaining available for future 
issuance under the 1995 Plan.

    4.2       Unused and Forfeited Stock.  Any shares of Common Stock that are 
subject to an Incentive Stock Option or a Non-Qualified Option that expires or 
for any reason is terminated unexercised, and with respect to which no related 
Stock Appreciation Right has been exercised, any shares of Common Stock that 
are subject to a Restricted Stock Award and that are forfeited (the "Forfeited 
Restricted Stock"), and any shares of Common Stock that for any other reason 
are not issued to an Eligible Employee (not including shares withheld pursuant 
to Section 19.2) or are forfeited (if forfeited, the "Other Forfeited Stock"), 
shall automatically become available for use under the 1995 Plan; provided, 
however, that (i) no shares of Forfeited Restricted Stock or Other Forfeited 
Stock may be subject to Incentive Stock Options and (ii) such shares shall not 
be returned to the 1995 Plan if prohibited by Rule 16b-3.

    4.3       Capital Adjustments.

         (a)  Changes in Capitalization.  Subject to any required action by
the stockholders of the Company, the number of shares of Common Stock
covered by each outstanding Stock Option and Stock Appreciation Right (the
"Outstanding Rights"), and the number of shares of Common Stock that have
been authorized for issuance under the Plan but as to which no Stock Options
or Stock Appreciation Rights have yet been granted or that have been
returned to the Plan upon cancellation or expiration of a Stock Option or
Stock Appreciation Right (the "Shares Available for Future Grant"), as well
as the price per share of Common Stock covered by each Outstanding Right,
shall be proportionately adjusted for any increase or decrease in the number
of issued and outstanding shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification
of the Common Stock, or any other increase or decrease in the number of
issued and outstanding shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration."  Such proportionate adjustment
shall be made by the Committee, whose determination in that respect shall be
final, binding and conclusive.  Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into or exercisable for shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to,
the number of Shares Available for Future Grant or the number or price of
shares of Common Stock subject to Outstanding Rights.

         (b)  Dissolution or Liquidation.  In the event of the proposed
dissolution or liquidation of the Company, to the extent that a Stock Option
or Stock Appreciation Right has not been previously exercised, it will
terminate immediately prior to the consummation of such proposed action.
The Committee may, in the exercise of its sole discretion in such instances,
declare that any Stock Option or Stock Appreciation Right shall terminate as
of a date fixed by the Committee and give each Participant the right to
exercise his or her Stock Option or Stock Appreciation Right in whole or in
part, including with respect to shares as to which the Stock Option or Stock
Appreciation Right would not otherwise be exercisable.

         (c)  Merger or Asset Sale.  In the event of a merger or
consolidation of the Company with or into another corporation, or the sale
of all or substantially all of the assets of the Company, each outstanding
Stock Option and Stock Appreciation Right may be assumed or an equivalent
Stock Option or Stock Appreciation Right may be substituted by the successor
corporation or a parent or subsidiary of the successor corporation.  The
Committee may, in lieu of such assumption or substitution, provide for the
Optionee to have the right to exercise his or her Stock Option or Stock
Appreciation Right in whole or in part, including with respect to shares as
to which it would not otherwise be exercisable.  If the Committee makes a
Stock Option or Stock Purchase Right exercisable in lieu of assumption or
substitution in the event of a merger, consolidation or sale of assets, the
Committee shall notify the Optionee that the Stock Option or Stock
Appreciation Right shall be fully exercisable for a period of thirty (30)
days from the date of such notice, and the Stock Option or Stock
Appreciation Right will terminate upon the expiration of such period.  For
the purposes of this paragraph, the Stock Option or Stock Appreciation Right
shall be considered assumed if, following the merger, consolidation or sale
of assets, the Stock Option or Stock Appreciation Right confers the right to
purchase or receive, for each share of Common Stock subject to the Stock
Option or Stock Appreciation Right immediately prior to the merger,
consolidation or sale of assets, the consideration (whether stock, cash or
other securities or property) received in the merger, consolidation or sale
of assets by holders of Common Stock for each share held on the effective
date of the transaction (and, if holders were offered a choice of considera
tion, the type of consideration chosen by the holders of a majority of the
outstanding shares); provided, however, that if such consideration received
in the merger, consolidation or sale of assets was not solely common stock
of the successor corporation or its parent, the Committee may, with the
consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Stock Option or Stock Appreciation Right,
for each share of Common Stock subject to the Stock Option or Stock
Appreciation Right, to be solely common stock of the successor corporation
or its parent equal in fair market value to the per share consideration
received by holders of Common Stock in the merger, consolidation or sale of
assets.


                                 Section 5

                               Participation.
                               --------------

    5.1  Eligibility.  Participants in the 1995 Plan shall be those Eligible 
Employees who, in the judgment of the Committee, are performing, or during the 
term of their incentive arrangement are expected to perform, vital services in 
the management, operation and development of the Company or an Affiliated 
Corporation, and significantly contribute or are expected to significantly 
contribute to the achievement of long-term corporate economic objectives.  
Participants may be granted from time to time one or more Incentive Stock 
Options (with or without Stock Appreciation Rights), one or more Non-Qualified 
Options (with or without Stock Appreciation Rights), one or more Restricted 
Stock Awards, one or more MBO Payments in shares of Common Stock, and one or 
more other Common Stock awards pursuant to Section 14; provided, however, that 
the grant of each such option, right, award or payment shall be separately 
approved by the Committee, and receipt of one such option, right, award or 
payment shall not result in automatic receipt of any other option, right, award 
or payment.  Upon determination by the Committee that a Stock Option, Stock 
Appreciation Right, Restricted Stock Award, MBO Payment or other Common Stock 
award is to be granted to a Participant, written notice shall be given to such 
person, specifying the terms, conditions, rights and duties related thereto.  
Each Participant shall, if required by the Committee, enter into an agreement 
with the Company, in such form as the Committee shall determine and as is 
consistent with the provisions of the 1995 Plan, specifying such terms, 
conditions, rights and duties.  Stock Options, Stock Appreciation Rights, 
Restricted Stock Awards, MBO Payments and other Common Stock awards shall be 
deemed to be granted as of the date specified in the grant resolution of the
Committee, which date shall be the date of any related agreement with the
Participant.  In the event of any inconsistency between the provisions of
the 1995 Plan and any such agreement entered into hereunder, the provisions
of the 1995 Plan shall govern.

    5.2       Limitations.  The following limitations shall apply to grants of
Stock Options and Stock Appreciation Rights to Participants:

         (a)  No Participant shall be granted, in any fiscal year of the
Company, Stock Options and Stock Appreciation Rights to purchase more than 
500,000 shares.

         (b)  The foregoing limitation shall be adjusted proportionately in
connection with any change in the Company's capitalization as described in
Section 4.3.

         (c)  If a Stock Option or Stock Appreciation Right is canceled in
the same fiscal year of the Company in which it was granted (other than in
connection with a transaction described in Section 4.3), the canceled Stock
Option or Stock Appreciation Right shall be counted against the limit set
forth in Section 5.2(a).  For this purpose, if the exercise price of a Stock
Option or Stock Appreciation Right is reduced, the transaction will be
treated as a cancellation of the Stock Option or Stock Appreciation Right
and the grant of a new Stock Option or Stock Appreciation Right.

    5.3       Rule 16b-3.  Stock Options, Stock Appreciation Rights, Restricted
Stock Awards, MBO Payments and other Common Stock awards granted to 
Participants who are subject to Section 16 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), must comply with the applicable
provisions of Rule 16b-3 and shall contain such additional conditions or
restrictions as may be required thereunder to qualify for the maximum
exemption from Section 16 of the Exchange Act with respect to 1995 Plan
transactions.


                                 Section 6

                               Stock Options.
                               -------------

    6.1  Grant of Stock Options.  Coincident with or following designation for 
participation in the 1995 Plan, a Participant may be granted one or more Stock 
Options.  The Committee in its sole discretion may designate whether a Stock 
Option is to be considered an Incentive Stock Option or a Non-Qualified Option. 
 The Committee may grant both an Incentive Stock Option and a Non-Qualified 
Option to the same Participant at the same time or at different times. 
Incentive Stock Options and Non-Qualified Options, whether granted at the same 
or different times, shall be deemed to have been awarded in separate grants, 
shall be clearly identified, and in no event will the exercise of one Stock 
Option affect the right to exercise any other Stock Option or affect the number 
of shares of Common Stock for which any other Stock Option may be exercised.

    6.2  Manner of Stock Option Exercise.  A Stock Option may be exercised by a
Participant in whole or in part from time to time, subject to the conditions 
contained herein, (i) by delivery of written notice of exercise to the Company 
at its principal office in Louisville, Colorado (Attention: Corporate 
Secretary), in person or through mail, facsimile or electronic mail, or by 
delivery of notice of exercise in such other method as has been approved by the 
Committee, and (ii) by paying in full, with the written notice of exercise or 
at such other time as the Committee may establish, the total exercise price 
under the Stock Option for the shares being purchased.  Such notice shall be in 
a form satisfactory to the Committee and shall specify the particular Stock 
Option (or portion thereof) that is being exercised and the number of shares 
with respect to which the Stock Option is being exercised.  The exercise of the 
Stock Option shall be deemed effective upon receipt of such notice by the 
Corporate Secretary and payment to the Company.  As soon as practicable after 
the effective exercise of the Stock Option, and upon satisfaction of all 
applicable withholding requirements pursuant to Section 19, the Participant 
shall be recorded on the stock transfer books of the Company as the owner of 
the shares purchased and the Company shall deliver to the Participant one or 
more duly issued and executed stock certificates evidencing such ownership.

    6.3  Payment of Stock Option Exercise Price.  At the time of the exercise 
of a Stock Option, payment of the total Stock Option exercise price for the 
shares to be purchased shall be made in the manner specified in the option 
agreement relating to such Stock Option, which may include any or allof the 
following methods of payment:

              (i)       in cash or by check;

              (ii)      by transfer from the Participant to the Company of
shares of Common Stock (other than shares of Common Stock that the Committee
determines by rule may not be used to exercise Stock Options) with a then
current aggregate Fair Market Value equal to the total Stock Option exercise
price;

              (iii)     delivery to the Company of (A) a properly executed
exercise notice, (B) irrevocable instructions to a broker to sell a suffi
cient number of the shares being exercised to cover the exercise price and
to promptly deliver to the Company the amount of sale proceeds required to
pay the exercise price and any required tax withholding relating to the
exercise, and (C) such other documentation as the Committee and the broker
shall require to effect a same-day exercise and sale;

              (iv)      delivery to the Company of (A) a properly executed
exercise notice, (B) irrevocable instructions to a broker or other third
party acceptable to the Company to hold the shares being exercised as
collateral for a loan to the Optionee of an amount sufficient to cover the
exercise price and to promptly deliver to the Company the amount of loan
proceeds required to pay the exercise price and any required tax withholding
relating to the exercise and (C) such other documentation as the Committee
and the broker or other third party shall require to effect the transaction;

              (v)       a reduction in the amount of any Company liability
to the Optionee, including any liability attributable to the Optionee's
participation in any Company-sponsored deferred compensation program or
arrangement;

              (vi)      any combination of the foregoing methods of
payment; or

              (vii)     such other consideration and method of payment for
the issuance of Shares to the extent permitted by applicable laws, rules and
regulations and by the agreement relating to the Stock Option being
exercised.

In the event that the option agreement does not specify the acceptable
methods of payment of the exercise price, payment may be made by any of the
methods specified in clauses (i) through (iii), inclusive, of this
Section 6.3, or any combination of such methods of payment.

    6.4       Stockholder Privileges.  No Participant shall have any rights
as a stockholder with respect to any shares of Common Stock covered by a
Stock Option until the Participant becomes the holder of record of such
Common Stock, and no adjustments shall be made for dividends or other
distributions or other rights as to which there is a record date preceding
the date such Participant becomes the holder of record of such Common Stock.


                                 Section 7

                          Incentive Stock Options.
                          -----------------------

    7.1  Incentive Stock Option Exercise Price.  The per share price to be paid
by a Participant at the time an Incentive Stock Option is exercised shall be 
determined by the Committee at the time an Incentive Stock Option is granted 
(or deemed to have been granted under applicable tax rules), but in no event 
shall such exercise price be less than:

         (a)  one hundred percent of the Fair Market Value, on the date the 
Incentive Stock Option is granted (or deemed to have been granted under 
applicable tax rules), of one share of the stock to which such Stock Option 
relates; or

         (b)  one hundred and ten percent of the Fair Market Value, on the
date the Incentive Stock Option is granted (or deemed to have been granted
under applicable tax rules), of one share of the stock to which such Stock
Option relates if, at the time the Incentive Stock Option is granted, the
Participant owns, directly or indirectly (as determined pursuant to Section 
424(d) of the Internal Revenue Code), ten percent or more of the total combined 
voting power of all classes of stock of the Company or of any Affiliated 
Corporation (such a Participant is referred to as a "10% Holder").

    7.2  Number of Option Shares.  The number of shares of Common Stock subject
to an Incentive Stock Option shall be designated by the Committee at the time 
the Committee decides to grant an Incentive Stock Option.

    7.3       Aggregate Limitation of Stock Exercisable Under Options.
Notwithstanding any other provision of the 1995 Plan, the aggregate Fair
Market Value, determined as of the time an Incentive Stock Option is
granted, of the shares of Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by an Option Holder in any
calendar year under the 1995 Plan or otherwise, granted by the Company and
Affiliated Corporations, shall not exceed $100,000.

    7.4       Duration of Incentive Stock Options.  The period during which
an Incentive Stock Option may be exercised shall be fixed by the Committee,
but in no event shall such period be more than ten years from the date the
Stock Option is granted, or, in the case of Participants who are 10% Holders
as described in Section 7.1(b), five years from the date the Stock Option is
granted.  No Incentive Stock Option with respect to which Stock Appreciation
Rights have been granted may be exercised during the six-month period
following the date on which such Stock Option was granted.  Upon the expira
tion of such exercise period, the Incentive Stock Option, to the extent not
then exercised, shall terminate.  Except as otherwise provided in
Section 11, all Incentive Stock Options granted to a Participant hereunder
shall terminate and may no longer be exercised if the Participant ceases to
be an employee of the Company and all Affiliated Corporations.

    7.5  Restrictions on Exercise of Incentive Stock Options. Incentive Stock 
Options may be granted subject to such restrictions as to the timing of 
exercise of all or various portions thereof as the Committee may determine at 
the time it grants Incentive Stock Options to Participants.

    7.6       Disposition of Stock Acquired Pursuant to the Exercise of
Incentive Stock Options ---- Withholding.  In the event that a Participant
makes a disposition (as defined in Section 424(c) of the Internal Revenue
Code) of any Common Stock acquired pursuant to the exercise of an Incentive
Stock Option prior to the expiration of two years from the date on which the
Incentive Stock Option was granted or prior to the expiration of one year
from the date on which the Stock Option was exercised, the Participant shall
send written notice to the Company at its principal office in Louisville,
Colorado (Attention: Corporate Secretary) of the date of such disposition,
the number of shares disposed of, the amount of proceeds received from such
disposition and any other information relating to such disposition as the
Company may reasonably request.  The Participant shall, in the event of such
a disposition, make appropriate arrangements with the Company to provide for
the amount of additional withholding required by federal, state and local
income and other tax laws.


                                 Section 8

                           Non-Qualified Options.
                           ---------------------

    8.1       Option Exercise Price.  The per share price to be paid by the
Participant at the time a Non-Qualified Option is exercised shall be
determined by the Committee at the time the Stock Option is granted or
amended, but in no event shall such exercise price per share be less than
eighty-five percent of the Fair Market Value of one share of Common Stock on
the date the Stock Option is granted or amended.

    8.2       Number of Option Shares.  The number of shares of Common
Stock subject to a Non-Qualified Option shall be designated by the Committee
at the time the Committee decides to grant a Non-Qualified Option.

    8.3       Duration of Non-Qualified Options; Restrictions on Exercise.
The period during which a Non-Qualified Option may be exercised, and the
installment restrictions on option exercise during such period, if any,
shall be fixed by the Committee, but in no event shall such period be more
than ten years from the date the Stock Option is granted, and no Non-
Qualified Option with respect to which Stock Appreciation Rights have been
granted may be exercised during the six-month period immediately following
the date on which such Stock Option was granted.  Upon the expiration of
such exercise period, the Non-Qualified Option, to the extent not then
exercised, shall terminate.  Except as otherwise provided in Section 11, all
Non-Qualified Options granted to a Participant hereunder shall terminate and
may no longer be exercised if the  Participant ceases to be an employee of
the Company and all Affiliated Corporations.


                                Section 9

                         Stock Appreciation Rights.
                         -------------------------

    9.1       Grant of Rights.  A Stock Appreciation Right may be granted
to a Participant in conjunction with any Incentive Stock Option or Non-
Qualified Option granted to such Participant, as determined by the
Committee, (i) at the time of the grant of such Stock Option in the case of
an Incentive Stock Option or (ii) at the time of grant, or at any subsequent
time during the term of the Stock Option, in the case of a Non-Qualified
Option.  Once granted, the term of a Stock Appreciation Right shall be equal
to the term of its related Stock Option.  Upon exercise of a Stock
Appreciation Right by a Participant for a share of Common Stock, the related
Stock Option shall be terminated with respect to such share.  Incentive
Stock Options and Non-Qualified Options shall not be exercisable with
respect to shares of Common Stock for which Stock Appreciation Rights have
been exercised.  Upon such Stock Appreciation Right exercise, the
Participant shall be entitled to receive the economic value of such Stock
Appreciation Right determined in the manner prescribed in Section 9.2.

    9.2       Exercise of Stock Appreciation Rights.  Stock Appreciation
Rights shall be subject to such terms and conditions consistent with other
provisions of the 1995 Plan as may be determined from time to time by the
Committee and shall include the following:

         (a)  A Stock Appreciation Right shall be exercisable, in whole or
in part, at such time or times and only to the extent that the Stock Option
to which it relates shall be exercisable; provided, however, that, except as
otherwise provided in Section 11, no Stock Appreciation Right shall be
exercisable during the six-month period following the date of its grant.  A
Stock Appreciation Right shall be exercised by the giving of notice in the
same manner as the Stock Option to which it relates may be exercised.

         (b)  Upon the exercise of a Stock Appreciation Right, a
Participant shall be entitled to receive the economic value thereof, which
shall be equal to (i) the excess of the then Fair Market Value of one share
of Common Stock over the exercise price per share specified in the related
Stock Option, multiplied by (ii) the number of shares in respect of which
the Stock Appreciation Right is being exercised.

         (c)  The Committee shall, in the agreement relating to the Stock
Appreciation Right, either (i) specify the form in which payment of the
economic value of exercised Stock Appreciation Rights will be made to the
Participant upon exercise thereof (i.e., cash, Common Stock, or a specified
combination thereof) or (ii) grant the Participant the right to elect to
receive cash in full or partial payment of such economic value, at the
Participant's discretion.  If the agreement relating to the Stock
Appreciation Right does not so specify, then the Participant shall have the
right to elect cash or Common Stock, or any combination thereof.  If the
Participant is not an "officer" or "director" of the Company, as those terms
are defined in the rules under Section 16 of the Exchange Act, at the time
of grant or exercise of the Stock Appreciation Right, then the Committee may
retain the right to either consent to or disapprove of Participant's elected
method of payment.

    9.3       Stockholder Privileges.  No Participant shall have any rights
as a stockholder with respect to any shares of Common Stock covered by a
Stock Appreciation Right until the Participant becomes the holder of record
of such Common Stock, and no adjustments shall be made for dividends or
other distributions or other rights as to which there is a record date
preceding the date such Participant becomes the holder of record of such
Common Stock.


                                Section 10

                          Restricted Stock Awards.
                          -----------------------

    10.1      Awards Granted by Committee.  Coincident with or following
designation for participation in the 1995 Plan, a Participant may be granted
one or more Restricted Stock Awards consisting of shares of Common Stock.
The number of shares granted as a Restricted Stock Award shall be determined
by the Committee.  The Committee may, in its discretion, require the payment
by the Participant of cash in an amount equal to the par value of the Common
Stock subject to the Restricted Stock Award as a condition precedent to the
issuance of Common Stock to the Participant.

    10.2      Restrictions.  A Participant's right to retain a Restricted
Stock Award granted to him or her under Section 10.1 shall be subject to
such restrictions, including but not limited to the Participant's continuous
employment by the Company or an Affiliated Corporation for a restriction
period specified by the Committee, or the attainment of specified
performance goals and objectives, as may be established by the Committee
with respect to such award.  The Committee may in its sole discretion
require different periods of employment or different performance goals and
objectives with respect to different Participants, to different Restricted
Stock Awards or to separate, designated portions of the Common Stock shares
constituting a Restricted Stock Award.  Subject to the provisions of
Sections 11 and 13, if a Participant's employment terminates prior to the
end of such restriction period or the attainment of such goals and
objectives as may be specified by the Committee, the Restricted Stock Award
shall be forfeited and all shares of Common Stock related thereto shall be
immediately returned to the Company.

    10.3      Privileges of a Stockholder; Transferability.  A Participant
shall have all voting, dividend, liquidation and other rights with respect
to Common Stock in accordance with its terms received by him or her as a
Restricted Stock Award under this Section 10 upon becoming the holder of
record of such Common Stock; provided, however, that the Participant's right
to sell, encumber, or otherwise transfer such Common Stock (and any other
securities issued in respect of such shares of Common Stock as a stock
dividend, stock split or the like) shall be subject to the limitations of
Section 15.2 hereof.

    10.4      Enforcement of Restrictions.  The Committee may in its sole
discretion require one or more of the following methods of enforcing the
restrictions referred to in Section 10.2 and 10.3:

         (a)  Placing a legend on the stock certificates referring to the
restrictions;

         (b)  Requiring the Participant to keep the stock certificates,
duly endorsed, in the custody of the Company while the restrictions remain
in effect; or

         (c)  Requiring that the stock certificates, duly endorsed, be held
in the custody of a third party while the restrictions remain in effect.

                                Section 11

            Effect of Termination of Employment on Stock Options,
            -----------------------------------------------------
            Stock Appreciation Rights and Restricted Stock Awards
            -----------------------------------------------------

    11.1      Effect of Termination of Employment on Stock Options and Stock 
Appreciation Rights.  No Stock Option or Stock Appreciation Right may be 
exercised unless, at the time of such exercise, the Participant is, and
has been continuously since the date of grant of such Stock Option or Stock
Appreciation Right, employed by the Company or an Affiliated Corporation,
except that if and to the extent the Stock Option or Stock Appreciation
Right agreement or instrument so provides:

         (a)  The Stock Option or Stock Appreciation Right may be exercised
within such period of time of up to one year as is specified in the Stock
Option or Stock Appreciation Right agreement or instrument, but only to the
extent that the Participant was entitled to exercise it as the date of
termination.  In the absence of a specified time in the Stock Option or
Stock Appreciation Right agreement, or instrument, the Stock Option or Stock
Appreciation Right shall remain exercisable for 90 days following the
Participant's ceasing to be an employee of the Company or an Affiliated
Corporation.  In the case of an Incentive Stock Option, such period of time
shall not exceed 90 days from the date of termination.

         (b)  If the Participate dies while in the employ of the Company or
an Affiliated Corporation, or within three months after the Participant
ceases to be such an employee, the Stock Option or Stock Appreciation Right
may be exercised by the person to whom it is transferred by will or the laws
of descent and distribution within the period of one year after the date of
death (or within such lesser period as may be specified in the agreement or
instrument); and

         (c)  If the Participant becomes disabled (within the meaning of
Section 22(e)(3) of the Internal Revenue Code) while in the employ of the
Company or an affiliated Corporation, the Stock Option or Stock Appreciation
Right may be exercised within the period of one year after the date the
Participant ceases to be an employee of any of the foregoing entities
because of such disability (or within such lesser period as may be specified
in the agreement or instrument); provided, however, that in no event may any
Stock Option or Stock Appreciation Right be exercised after the expiration
date  thereof.  For all purposes of the 1995 Plan and any Stock Option or
Stock Appreciation Right granted hereunder, "employment" shall be defined in
accordance with the provisions of Section 1.421-7(h) of the Income Tax
Regulations (or any successor regulations).

    11.2 Effect of Termination of Employment on Restricted Stock Awards.  In 
the event of the death or disability (as defined in Section 11.1(c)) of a 
Participant, all employment period and other restrictions applicable to 
Restricted Stock Awards then held by such Participant shall lapse, and such 
awards shall become fully vested and nonforfeitable.  In the event of a 
Participant's termination of employment for any other reason, any Restricted 
Stock Awards as to which the employment period or other restrictions have not 
been satisfied shall be forfeited.


                                 Section 12

                                MBO Payments.
                                ------------

    12.1      Participant Election As to MBO Payment.  At such time as the
Committee determines that a Participant has become eligible for an MBO
Payment pursuant to the MBO Equity Plan, the Committee shall notify the
Participant as to the total dollar amount of such MBO Payment and as to
whether or not the Participant may elect to, or will be required by the
Committee to, accept all or a part of such MBO Payment in the form of shares
of Common Stock.  If the Participant is given the right to elect whether to
accept the MBO Payment in cash or stock, then the Participant shall have ten
(10) business days after the receipt of such notice from the Committee to
make such election.  The Participant shall notify the Committee with respect
to his or her election on such form as may be provided for this purpose by
the Committee, setting forth thereon the dollar value of the portion of the
MBO Payment which he or she desires to receive in shares of Common Stock.
If a Participant fails to make an election pursuant to this Section with
respect to the mode of payment of an MBO Payment, the entire MBO Payment
shall be made in cash.

    12.2      Determination of Number of Shares.  The number of shares of
Common Stock that shall be issued as an MBO Payment shall be determined by
dividing the dollar value of the portion of the MBO Payment that is to be
paid in shares of Common Stock (whether as elected above or as adjusted by
the Committee pursuant to Section 12.3) by the Fair Market Value of the
Common Stock on the date the Participant delivers his or her election with
respect to such Payment to the Committee.  No fractional shares of Common
Stock shall be issued as a part of an MBO Payment and the value of any such
fractional share that would otherwise be issued pursuant to the
Participant's election shall be paid in cash.

    12.3      Decision of Committee.  The Committee shall have the sole
discretion to either accept the Participant's election with respect to the
payment of an MBO Payment, in whole or in part, in shares of Common Stock or
to determine that a lesser portion, or none, of the MBO Payment will be made
in shares of Common Stock, and the Committee's determination in this regard
shall be final and binding on the Participant.


                                Section 13

                       Tender Offers and Acquisitions.
                       ------------------------------

    If any person or entity (other than the Company or any person or entity
that is controlled by the Company) shall make a tender offer or exchange
offer for all or any part of the Common Stock or other capital shares of the
Company and shall purchase any part of the Common Stock or other capital
shares tendered to it, and the Board opposes or does not affirmatively
recommend acceptance of such tender offer or exchange offer, then:

         (a)  all Stock Options with respect to which no Stock Appreciation
Rights have been granted, and all Stock Options with respect to which Stock
Appreciation Rights have been issued (and all such related Stock
Appreciation Rights) that have been outstanding for at least six months,
shall become immediately exercisable in full during the remaining term
thereof, whether or not the Participants to whom such options and rights
have been granted remain employees of the Company or an Affiliated
Corporation; provided, however, that Stock Appreciation Rights shall remain
subject to the requirements of Section 9.2(a) with respect to the exercise
thereof only within prescribed periods after public release of Company
financial information; and

         (b)  all restrictions with respect to outstanding Restricted Stock
Awards shall immediately lapse.


                                 Section 14

                         Other Common Stock Programs.
                         --------------------------

    From time to time during the duration of the 1995 Plan, the Board may,
in its sole discretion, adopt one or more incentive compensation
arrangements for Eligible Employees pursuant to which such Eligible
Employees may acquire shares of Common Stock, whether by purchase, outright
grant or otherwise.  Any such arrangements shall be subject to the general
provisions of the 1995 Plan and all shares of Common Stock issued pursuant
to such arrangements shall be issued under the 1995 Plan if so designated by
the Committee.


                                Section 15

                      Rights of Employees; Participants.
                      ---------------------------------

    15.1      Employment.  Nothing contained in the 1995 Plan or in any
Stock Option, Stock Appreciation Right, Restricted Stock Award or other
Common Stock award granted under the 1995 Plan shall confer upon any
Participant any right with respect to the continuation of his or her
employment by the Company or any Affiliated Corporation, or interfere in any
way with the right of the Company or any Affiliated Corporation, subject to
the terms of any separate employment agreement to the contrary, at any time
to terminate such employment or to increase or decrease the compensation of
the Participant from the rate in existence at the time of the grant of a
Stock Option, Stock Appreciation Right, Restricted Stock Award or other
Common Stock award.  Whether an authorized leave of absence, or absence in
military or government service, shall constitute termination of employment
shall be determined by the Committee at the time.

    15.2      Nontransferability.  Except as otherwise approved by the
Committee and set forth in the agreement between the Company and the
Participant, no right or interest of any Participant in a Stock Option, a
Stock Appreciation Right, a Restricted Stock Award prior to the completion
of the restriction period applicable thereto, or other Common Stock award
granted pursuant to the 1995 Plan shall be assignable or transferable during
the lifetime of the Participant, either voluntarily or involuntarily, or
subjected to any lien, directly or indirectly, by operation of law, or
otherwise, including execution, levy, garnishment, attachment, pledge or
bankruptcy.  If permitted by applicable law (including Rule 16b-3, as
amended from time to time), the Committee may (but need not) permit the
transfer of Stock Options, Stock Appreciation Rights, Restricted Stock
Awards and/or other Common Stock awards either generally, to a limited class
of persons or on a case-by-case basis.  In the event of a Participant's
death, a Participant's rights and interest in Stock Options, Stock
Appreciation Rights, Restricted Stock Awards and other Common Stock awards
shall be transferable by testamentary will or the laws of descent and
distribution, and payment of any amounts due under the 1995 Plan shall be
made to, and exercise of any Stock Options or Stock Appreciation Rights may
be made by, the Participant's legal representatives, heirs or legatees.  If
in the opinion of the Committee a person entitled to payments or to exercise
rights with respect to the 1995 Plan is disabled from caring for his or her
affairs because of mental condition, physical condition, or age, payment due
such person may be made to, and such rights shall be exercised by, such
person's guardian, conservator or other legal personal representative upon
furnishing the Committee with evidence satisfactory to the Committee of such
status.

<PAGE>

                                Section 16

                            General Restrictions.
                            --------------------

    16.1      Investment Representations.  The Company may require any
person to whom a Stock Option, Stock Appreciation Right, Restricted Stock
Award, MBO Payment or other Common Stock award is granted, as a condition of
exercising such Stock Option or Stock Appreciation Right, or receiving such
Restricted Stock Award, MBO Payment or other Common Stock award, to give
written assurances in substance and form satisfactory to the Company and its
counsel to the effect that such person is acquiring the Common Stock subject
to the Stock Option, Stock Appreciation Right, Restricted Stock Award, MBO
Payment or Common Stock award for his or her own account for investment and
not with any present intention of selling or otherwise distributing the
same, and to such other effects as the Company deems necessary or
appropriate in order to comply with federal and applicable state securities
laws.

    16.2      Compliance with Securities Laws.  Each Stock Option and Stock
Appreciation Right shall be subject to the requirement that, if at any time
counsel to the Company shall determine that the listing, registration or
qualification of the shares subject to such Stock Option or Stock
Appreciation Right upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental or regulatory
body, is necessary as a condition of, or in connection with, the issuance or
purchase of shares thereunder, such Stock Option or Stock Appreciation Right
may not be accepted or exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained on conditions acceptable to the Committee.  Nothing herein shall be
deemed to require the Company to apply for or to obtain such listing,
registration or qualification.

    16.2      Changes in Accounting Rules.  Notwithstanding any other
provision of the 1995 Plan to the contrary, if, during the term of the 1995
Plan, any changes in the financial or tax accounting rules applicable to
Stock Options, Stock Appreciation Rights, Restricted Stock Awards, MBO
Payments or other Common Stock awards shall occur that, in the sole judgment
of the Committee, may have a material adverse effect on the reported
earnings, assets or liabilities of the Company, the Committee shall have the
right and power to modify as necessary, or cancel, any then outstanding and
unexercised Stock Options or Stock Appreciation Rights, any then outstanding
Restricted Stock Awards as to which the applicable employment restriction
has not been satisfied and any other Common Stock awards.


                                Section 17

                          Other Employee Benefits.
                          -----------------------

    The amount of any compensation deemed to be received by an employee as
a result of the exercise of a Stock Option, a Stock Appreciation Right or
the sale of shares received upon such exercise or the vesting of any
Restricted Stock Awards or the receipt of any other Common Stock award will
not constitute "earnings" with respect to which any other employee benefits
of such employee are determined, including without limitation benefits under
any pension, profit sharing, life insurance or salary continuation plan.


                                Section 18

                Plan Amendment, Modification and Termination.
                --------------------------------------------

    18.1      Stockholder Approval.  The Board, upon recommendation of the
Committee or at its own initiative, at any time may terminate and at any
time and from time to time and in any respect, may amend or modify the 1995
Plan; provided, however, that no such action of the Board, without approval
of the stockholders of the Company, may:

         (a)  Materially increase the total amount of Common Stock that may
be awarded under the 1995 Plan, except as provided in Section 4.3 of the
1995 Plan;

         (b)  Materially change the classes of Eligible Employees from
which plan Participants may be selected or materially modify the
requirements as to eligibility for participation in the 1995 Plan;

         (c)  Materially increase the benefits accruing to Participants; or

         (d)  Extend the duration of the 1995 Plan.

    18.2      Effect of Amendment.  Any Stock Option, Stock Appreciation
Right, Restricted Stock Award or other Common Stock award granted to a
Participant prior to the date the 1995 Plan is amended, modified or
terminated will remain in effect according to its terms unless otherwise
agreed upon by the Participant; provided, however, that this sentence shall
not impair the right of the Committee to take whatever action it deems
appropriate under Section 4.3, Section 13 or Section 16.3.  The termination
or any modification or amendment of the 1995 Plan shall not, without the
consent of a Participant, affect his or her rights under a Stock Option,
Stock Appreciation Right, Restricted Stock Award or other Common Stock award
previously granted to him or her.  With the consent of the Participant
affected, the Committee may amend outstanding option agreements in a manner
not inconsistent with the 1995 Plan.

    18.3      Preservation of Incentive Stock Options.  The Board shall
have the right to amend or modify the terms and provisions of the 1995 Plan
and of any outstanding Incentive Stock Options granted under the 1995 Plan
to the extent necessary to qualify any or all such Stock Options for such
favorable treatment as may be afforded Incentive Stock 


                                Section 19

                                Withholding.
                                -----------

    19.1 Withholding Requirement.  The Company's obligations to deliver shares 
of Common Stock upon the exercise of any Stock Option or Stock Appreciation 
Right granted under the 1995 Plan or upon any MBO Payment under the 1995 Plan 
or pursuant to any other Common Stock award, shall be subject to the 
Participant's satisfaction of all applicable federal, state and local income 
and other tax withholding requirements.

    19.2 Withholding With Common Stock.  At the time the Committee grants a 
Stock Option, Stock Appreciation Right, MBO Payment or any other Common Stock 
award, it may, in its sole discretion, grant the Participant an election to pay 
all such amounts of tax withholding, or any part thereof, by electing to 
transfer to the Company, or to have the Company withhold from shares otherwise 
issuable to the Participant, shares of Common Stock having a value equal to the 
amount required to be withheld or such lesser amount as may be elected by the 
Participant.  All elections shall be subject to the approval or disapproval of 
the Committee.  The value of shares of Common Stock to be withheld shall be 
based on the Fair Market Value of the Common Stock on the date that the amount 
of tax to be withheld is to be determined (the "Tax Date").  Any such elections 
by Participants to have shares of Common Stock withheld for this purpose will 
be subject to the following conditions:

         (a)  All elections must be made prior to the Tax Date;

         (b)  All elections shall be irrevocable; and

         (c)  If the Participant is an officer of director of the Company 
within the meaning of Section 16 of the Exchange Act, then the approval by the 
Committee of the grant of the award shall be deemed to include approval by the 
Committee of the election by such Participant to utilize this withholding 
provision, unless otherwise specified in the agreement relating to the award.


                                Section 20

                            Requirements of Law.
                            -------------------

    20.1 Requirements of Law.  The issuance of stock and the payment of cash 
pursuant to the 1995 Plan shall be subject to all applicable laws, rules and 
regulations.

    20.2 Governing Law.  The 1995 Plan and all agreements hereunder shall be 
construed in accordance with and governed by the laws of the State of Colorado.


                                 Section 21

                       Effective Date of the 1995 Plan.
                       -------------------------------

    21.1 Effective Date.  The 1995 Plan is effective as of March 8, 1995, the 
date it was adopted by the Board of Directors of the Company, subject to the 
approval of the stockholders of the Company prior to the one-year anniversary 
of such date.  Stock Options, Stock Appreciation Rights, Restricted Stock 
Awards and other Common Stock awards may be granted prior to stockholder 
approval if made subject to stockholder approval.

    21.2 Duration of the 1995 Plan.  The 1995 Plan shall terminate at midnight 
on March 7, 2005, which is the day before the tenth anniversary of the 
Effective Date, and may be terminated prior thereto by Board action; and no 
Stock Option, Stock Appreciation Right, Restricted Stock Award or other Common 
Stock award shall be granted after such termination.  Stock Options, Stock 
Appreciation Rights, Restricted Stock Awards and other Common Stock awards 
outstanding at the time of the 1995 Plan termination may continue to be 
exercised, or become free of restrictions, in accordance with their terms.