DIVERSIFIED TECHNOLOGIES, INC.

                      1997 EMPLOYEE STOCK COMPENSATION PLAN


1. Purpose of the Plan.

     This 1997 Employee Stock Compensation Plan ("Plan") is intended to further
the growth and advance the best interests of DIVERSIFIED TECHNOLOGIES, INC., a
Wyoming corporation (the "Company"), and Affiliated Corporations, by supporting
and increasing the Company's ability to attract, retain and compensate persons
of experience and ability and whose services are considered valuable, to
encourage the sense of proprietorship in such persons, and to stimulate the
active interest of such persons in the development and success of the Company
and Affiliate Corporations. This Plan provides for stock compensation through
the award of the Company's Common Stock.

2. Definitions.

     Whenever used in this Plan, except where the context might clearly indicate
otherwise, the following terms shall have the meanings set forth in this
section:

     a.   "Act" means the U.S. Securities Act of 1933, as amended.

     b.   "Affiliated Corporation" means any Parent or Subsidiary of the
          Company.

     c.   "Award" or "grant" means any grant or sale of Common Stock made under
          this Plan.

     d.   "Board of Directors" means the Board of Directors of the Company. The
          term "Committee" is defined in Section 4 of this Plan.

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

     f.   "Common Stock" or "Common Shares" means the common stock, no par value
          per share, of the Company, or in the event that the outstanding Common
          Shares are hereafter changed into or exchanged for different shares or
          securities of the Company, such other shares or securities.

     g.   "Date of Grant" means the day the Committee authorizes the grant of
          Common Stock or such later date as may be specified by the Committee
          as the date a particular award will become effective.

     h.   "Employee" means and includes the following persons: (i) executive
          officers, officers and directors (including advisory and other special
          directors) of the Company or an Affiliated Corporation; (ii) full-time
          and part-time employees of the Company or an Affiliated Corporation;
          (iii) natural persons engaged by the Company or an Affiliated
          Corporation as a consultant, advisor or agent; and (iv) a lawyer, law
          firm, accountant or accounting firm, or other professional or
          professional firm engaged by the Company or an Affiliated Corporation.

     i.   "Parent" means any corporation owning 50% or more of the total
          combined voting stock of all classes of the Company or of another
          corporation qualifying as a Parent within this definition.

     j.   "Participant" means an Employee to whom an Award of Plan Shares has
          been made.

     k.   "Plan Shares" means shares of Common Stock from time to time subject
          to this Plan.

     l.   "Subsidiary" means a corporation more than 50% of whose total combined
          capital stock of all classes is held by the Company or by another
          corporation qualifying as a Subsidiary within this definition.


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3. Effective Date of the Plan.

     The effective date of this Plan is January 18, 1997. No Plan Shares may be
issued after January 17, 2002.

4. Administration of the Plan.

     The Compensation Committee of the Board of Directors ("Committee"), and in
default of the appointment or continued existence of such Committee the Board of
Directors, will be responsible for the administration of this Plan, and will
have sole power to award Common Shares under this Plan. Subject to the express
provisions of this Plan, the Committee shall have full authority and sole and
absolute discretion to interpret this Plan, to prescribe, amend and rescind
rules and regulations relating to it, and to make all other determinations which
it believes to be necessary or advisable in administering this Plan. The
determination of those eligible to receive an award of Plan Shares shall rest in
the sole discretion of the Committee, subject to the provisions of this Plan.
Awards of Plan Shares may be made as compensation for services rendered,
directly or in lieu of other compensation payable, as a bonus in recognition of
past service or performance or may be sold to an Employee as herein provided.
The Committee may correct any defect, supply any omission or reconcile any
inconsistency in this Plan in such manner and to such extent it shall deem
necessary to carry it into effect. Any decision made, or action taken, by the
Committee arising out of or in connection with the interpretation and
administration of this Plan shall be final and conclusive.

5. Stock Subject to the Plan.

     The maximum number of Plan Shares which may be awarded under this Plan is
1,000,000 shares.

6. Persons Eligible to Receive Awards.

     Awards may be granted only to Employees (as herein defined).

7. Grants or Awards of Plan Shares.

     Except as otherwise provided herein, the Committee shall have complete
discretion to determine when and to which Employees Plan Shares are to be
granted, and the number of Plan Shares to be awarded to each Employee. A grant
to an Employee may be made for cash, property, services rendered or other form
of payment constituting lawful consideration under applicable law; Plan Shares
awarded other than for services rendered shall be sold at not less than the fair
value thereof on the date of grant. No grant will be made if, in the judgment of
the Committee, such a grant would constitute a public distribution with the
meaning of the Act or the rules and regulations promulgated thereunder.

8. Delivery of Stock Certificates.

     As promptly as practicable after authorizing an award of Plan Shares, the
Company shall deliver to the person who is the recipient of the award, a
certificate or certificates registered in that person's name, representing the
number of Plan Shares that were granted. Unless the Plan Shares have been
registered under the Act, each certificate evidencing Plan Shares shall bear a
legend to indicate that such shares represented by the certificate were issued
in a transaction which was not registered under the Act, and may only be sold or
transferred in a transaction that is registered under the Act or is exempt from
the registration requirements of the Act. In the absence of registration under
the Act, any person awarded Plan Shares may be required to execute and deliver
to the Company an investment letter, satisfactory in form and substance to the
Company, prior to issuance and delivery of the shares. An award may be made
under this Plan wherein the Plan Shares may be issued only after registration
under the Act.

9. Assignability.

     An award of Plan Shares may not be assigned. Plan Shares themselves may be
assigned only after such shares have been awarded, issued and delivered, and
only in accordance with law and any transfer restrictions imposed at the time of
award.



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10. Employment not Conferred.

     Nothing in this Plan or in the award of Plan Shares shall confer upon any
Employee the right to continue in the employ of the Company or Affiliated
Corporation nor shall it interfere with or restrict in any way the lawful rights
of the Company or any Affiliated Corporation to discharge any Employee at any
time for any reason whatsoever, with or without cause.

11. Laws and Regulations.

     The obligation of the Company to issue and deliver Plan Shares following an
award under this Plan shall be subject to the condition that the Company be
satisfied that the sale and delivery thereof will not violate the Act or any
other applicable laws, rules or regulations.

12. Withholding of Taxes.

     If subject to withholding tax, the Company or any Affiliated Corporation
may require that the Employee concurrently pay to the Company the entire amount
or a portion of any taxes which the Company or Affiliated Corporation is
required to withhold by reason of granting Plan Shares, in such amount as the
Company or Affiliated Corporation in its discretion may determine. In lieu of
part or all of any such payment, the Employee may elect to have the Company or
Affiliated Corporation withhold from the Plan Shares issued hereunder a
sufficient number of shares to satisfy withholding obligations. If the Company
or Affiliated Corporation becomes required to pay withholding taxes to any
federal, state or other taxing authority as a result of the granting of Plan
Shares, and the Employee fails to provide the Company or Affiliated Corporation
with the funds with which to pay that withholding tax, the Company or Affiliated
Corporation may withhold up to 50% of each payment of salary or bonus to the
Employee (which will be in addition to any required or permitted withholding),
until the Company or Affiliated Corporation has been reimbursed for the entire
withholding tax it was required to pay in respect of the award of Plan Shares.

13. Reservation or Shares.

     The stock subject to this Plan shall, at all times, consist of authorized
but unissued Common Shares, or previously issued shares of Common Stock
reacquired or held by the Company or an Affiliated Corporation equal to the
maximum number of shares the Company may be required to issue as stated in
Section 5 of this Plan, and such number of Common Shares hereby is reserved for
such purpose. The Committee may decrease the number of shares subject to this
Plan.

14. Amendment and Termination of the Plan.

     The Committee may suspend or terminate this Plan at any time or from time
to time, but no such action shall adversely affect the rights of a person
granted an Award under this Plan prior to that date. Otherwise, this Plan shall
terminate on the earlier of the terminal date stated in Section 3 of this Plan
or the date when all Plan Shares have been issued. The Committee shall have
absolute discretion to amend this Plan, subject only to those limitations
expressly set forth herein; however, the Committee shall have no authority to
extend the term of this Plan, to increase the number of Plan Shares subject to
award under this Plan or to amend the definition of "Employee" herein.




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15. Delivery of Plan.

     A copy or description (for which a prospectus registering the Plan Shares
will serve) of this Plan shall be delivered to every person to whom an award of
Plan Shares is made. The Secretary of the Company may, but is not required to,
also deliver a copy of the resolution or resolutions of the Committee
authorizing the award.

16. Liability.

     No member of the Board of Directors, the Committee or any other committee
of directors, or officers, employees or agents of the Company or any Affiliated
Corporation shall be personally liable for any action, omission or determination
made in good faith in connection with this Plan.

17. Miscellaneous Provisions.

     The place of administration of this Plan shall be in the State of Colorado
(or subsequently, wherever the Company's principal executive offices are
located), and the validity, construction, interpretation and effect of this Plan
and of its rules, regulations and rights relating to it, shall be determined
solely in accordance with the laws of the State of Wyoming or subsequent state
of domicile, should the Company be redomiciled. Without amending this Plan, the
Committee may issue Plan Shares to employees of the Company who are foreign
nationals or employed outside the United States, or both, on such terms and
conditions different from those specified in this Plan but consistent with the
purpose of this Plan, as it deems necessary and desirable to create equitable
opportunities given differences in tax laws in other countries. All expenses of
administering this Plan and issuing Plan Shares shall be borne by the Company.

18. Reorganizations and Recapitalizations of the Company.

     (a) The shares of Common Stock subject to this Plan are shares of the
Common Stock of the Company as currently constituted. If, and whenever, the
Company shall effect a subdivision or consolidation of shares or other capital
readjustment, the payment of a Common Stock dividend, a stock split, combination
of shares (reverse stock split) or recapitalization or other increase or
reduction of the number of shares of the Common Stock outstanding without
receiving compensation therefor in money, services or property, then the number
of shares of Common Stock subject to this Plan shall (i) in the event of an
increase in the number of outstanding shares, be proportionately increased; and
(ii) in the event of a reduction in the number of outstanding shares, be
proportionately reduced.

     (b) Except as expressly provided above, the Company's issuance of shares of
Common Stock of any class, or securities convertible into shares of Common Stock
of any class, for cash or property, or for labor or services, either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into or
exchangeable for shares of Common Stock or other securities, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number of
shares of Common Stock subject to this Plan.

     By signature below, the undersigned officers of the Company hereby certify
that the foregoing is a true and correct copy of the 1997 Employee Stock
Compensation Plan of the Company.

DATED: January 18, 1997

                                    DIVERSIFIED TECHNOLOGIES, INC.

(SEAL)                              By /s/ J.R. Nelson
                                       ----------------------------
                                           Authorized Officer

[In the original document, the seal of
the corporation is stamped
onto the document.]
By /s/
   ------------------------------------
     Secretary or Assistant Secretary