EXHIBIT 4.1



                               R-TEC HOLDING, INC.
                             2000 STOCK OPTION PLAN


     1.  Purpose of the Plan.  The  purpose of this 2000 Stock  Option Plan (the
"Plan") of R-Tec Holding,  Inc., an Idaho  corporation  (the  "Company"),  is to
provide the Company with a means of  attracting  and  retaining  the services of
highly motivated and qualified directors and key personnel. The Plan is intended
to advance  the  interests  of the Company by  affording  to  directors  and key
employees,  upon whose skill,  judgment,  initiative  and efforts the Company is
largely dependent for the successful conduct of its business, an opportunity for
investment in the Company and the incentives  inherent in stock ownership in the
Company.  In addition,  the Plan  contemplates the opportunity for investment in
the Company by  consultants of the Company and by employees of companies that do
business with the Company.  For purposes of this Plan, the term "Company"  shall
include subsidiaries, if any, of the Company.

     2. Legal Compliance.  It is the intent of the Plan that all options granted
under it ("Options") shall be either "Incentive Stock Options" ("ISOs"), as such
term is defined in Section 422 of the Internal  Revenue Code of 1986, as amended
("Code"), or non-qualified stock options ("NQOs"); provided, however, ISOs shall
be granted only to employees of the Company. An Option shall be identified as an
ISO or an NQO in writing in the  document or documents  evidencing  the grant of
the Option.  All Options that are not so  identified  as ISOs are intended to be
NQOs. In addition, the Plan provides for the grant of NQOs to consultants of the
Company and to employees of companies  that do business with the Company.  It is
the  further  intent  of the  Plan  that it  conform  in all  respects  with the
requirements of Rule 16b-3 of the Securities and Exchange  Commission  under the
Securities  Exchange Act of 1934, as amended ("Rule 16b-3").  To the extent that
any  aspect  of the Plan or its  administration  shall at any time be  viewed as
inconsistent  with the  requirements  of Rule 16b-3 or, in connection with ISOs,
the Code,  such  aspect  shall be deemed to be  modified,  deleted or  otherwise
changed as necessary to ensure continued compliance with such provisions.

<PAGE>


     3. Administration of the Plan.

          3.1 Plan  Committee.  The Plan shall be  administered  by a  committee
     ("Committee"). The members of the Committee shall be appointed from time to
     time by the Board of Directors of the Company  ("Board")  and shall consist
     of not less than two nor more  than five  persons.  Such  persons  shall be
     directors of the Company or as otherwise  designated.  Notwithstanding  the
     foregoing,  the Board may act as the  Committee at any time or from time to
     time.

          3.2  Grants  of  Options  by the  Committee.  In  accordance  with the
     provisions of the Plan,  the Committee,  by resolution,  shall select those
     eligible  persons to whom  Options  shall be granted  ("Optionees");  shall
     determine the time or times at which each Option shall be granted,  whether
     an Option is an ISO or an NQO and the  number  of shares to be  subject  to
     each  Option;  and shall fix the time and manner in which the Option may be
     exercised,  the Option exercise price, and the Option period. The Committee
     shall  determine  the form of Option  agreement to evidence  the  foregoing
     terms and  conditions of each Option,  which need not be identical,  in the
     form  provided  for in Section 7. Such Option  agreement  may include  such
     other   provisions  as  the  Committee  may  deem  necessary  or  desirable
     consistent with the Plan, the Code and Rule 16b-3.

          3.3 Committee  Procedures.  The Committee  from time to time may adopt
     such rules and  regulations for carrying out the purposes of the Plan as it
     may deem proper and in the best  interests  of the Company.  The  Committee
     shall keep minutes of its  meetings and records of its actions.  A majority
     of the  members  of  the  Committee  shall  constitute  a  quorum  for  the
     transaction of any business by the Committee.  The Committee may act at any
     time by an  affirmative  vote of a majority of those members  voting.  Such
     vote may be taken at a meeting  (which may be conducted in person or by any
     telecommunication  medium)  or by  written  consent  of  Committee  members
     without a meeting.

          3.4 Finality of Committee  Action.  The  Committee  shall  resolve all
     questions  arising  under  the  Plan and  Option  agreements  entered  into
     pursuant to the Plan. Each determination,  interpretation,  or other action
     made or taken by the Committee shall be final and conclusive and binding on
     all persons, including,  without limitation, the Company, its stockholders,
     the Committee and each of the members of the Committee,  and the directors,
     officers  and  employees  of the  Company,  including  Optionees  and their
     respective successors in interest.

          3.5 Non-Liability of Committee  Members.  No Committee member shall be
     liable  for any  action or  determination  made by him or her in good faith
     with respect to the Plan or any Option granted under it.

<PAGE>


     4. Board Power to Amend,  Suspend,  or Terminate  the Plan.  The Board may,
from time to time,  make such changes in or additions to the Plan as it may deem
proper and in the best interests of the Company and its stockholders.  The Board
may also suspend or terminate the Plan at any time,  without notice,  and in its
sole  discretion.  Notwithstanding  the  foregoing,  no such  change,  addition,
suspension,  or termination by the Board shall (i) materially  impair any Option
previously  granted  under the Plan without the express  written  consent of the
Optionee;  or (ii) materially increase the number of shares subject to the Plan,
materially   increase  the  benefits  accruing  to  Optionees  under  the  Plan,
materially  modify the requirements as to eligibility to participate in the Plan
or alter the  method of  determining  the Option  exercise  price  described  in
Section 8, without stockholder approval.

     5. Shares  Subject to the Plan.  For purposes of the Plan, the Committee is
authorized to grant Options for up to 2,000,000  shares of the Company's  common
stock  ("Common  Stock"),  or the  number  and kind of  shares of stock or other
securities  which,  in accordance with Section 13, shall be substituted for such
shares of Common Stock or to which such shares shall be adjusted.  The Committee
is authorized  to grant Options under the Plan with respect to such shares.  Any
or all  unsold  shares  subject  to an Option  which for any  reason  expires or
otherwise terminates (excluding shares returned to the Company in payment of the
exercise price for  additional  shares) may again be made subject to grant under
the Plan.

     6. Optionees.  Options shall be granted only to officers,  directors or key
employees of the Company,  consultants  of the Company or employees of companies
that do business with the Company  designated by the Committee from time to time
as  Optionees.  Any  Optionee  may hold more than one Option to purchase  Common
Stock,  whether such Option is an Option held pursuant to the Plan or otherwise.
An Optionee  who is an employee of the  Company  ("Employee  Optionee")  and who
holds an Option must remain a continuous full or part-time  (working at least 30
hours per week)  employee of the Company from the time of grant of the Option to
such  employee  until the time of its  exercise,  except as  provided in Section
10.3.

     7. Grants of Options. The Committee shall have the sole discretion to grant
Options under the Plan and to determine whether any Option shall be an ISO or an
NQO. The terms and conditions of Options  granted under the Plan may differ from
one another as the Committee,  in its absolute  discretion,  shall  determine as
long as all Options granted under the Plan satisfy the requirements of the Plan.
Upon  determination  by the  Committee  that an  Option is to be  granted  to an
Optionee,  a written Option  agreement  evidencing such Option shall be given to
the Optionee,  specifying the number of shares subject to the Option, the Option
exercise price, whether the Option is an ISO or an NQO, and the other individual
terms and  conditions  of such Option.  Such Option  agreement  may  incorporate
generally applicable provisions from the Plan, a copy of which shall be provided
to all Optionees at the time of their initial  grants under the Plan. The Option
shall be deemed granted as of the date specified in the grant  resolution of the
Committee,  and the  Option  agreement  shall  be  dated  as of the date of such
resolution.  Notwithstanding the foregoing, unless the Committee consists solely
of non-employee directors, any Option granted to an executive officer,  director
or 10% beneficial  owner for purposes of Section 16 of the  Securities  Exchange
Act of 1934,  as amended  ("Section  16 of the 1934 Act"),  shall  either be (a)
conditioned upon the Optionee's agreement not to sell the shares of Common Stock
underlying  the Option  for at least six  months  after the date of grant or (b)
approved by the entire Board or by the stockholders of the Company.

<PAGE>


     8. Option Exercise Price. The price per share to be paid by the Optionee at
the time an ISO is  exercised  shall not be less  than  100% of the Fair  Market
Value (as hereinafter  defined) of one share of the optioned Common Stock on the
date on which the Option is granted. No ISO may be granted under the Plan to any
person  who,  at the time of such  grant,  owns  (within  the meaning of Section
424(d) of the Code) stock  possessing more than 10% of the total combined voting
power of all  classes of stock of the Company or of any parent  thereof,  unless
the exercise price of such ISO is at least equal to 110% of Fair Market Value on
the date of grant. The price per share to be paid by the Optionee at the time an
NQO is exercised shall not be less than 85% of the Fair Market Value on the date
on which the NQO is granted, as determined by the Committee. For purposes of the
Plan,  the "Fair Market Value" of a share of the Company's  Common Stock as of a
given date shall be: (i) the closing  price of a share of the  Company's  Common
Stock on the principal  exchange on which shares of the  Company's  Common Stock
are then trading,  if any, on the day  immediately  preceding  such date, or, if
shares  were not traded on such date,  then on the next  preceding  trading  day
during  which a sale  occurred;  or (ii) if the  Company's  Common  Stock is not
traded on an exchange but is quoted on Nasdaq or a successor  quotation  system,
(1) the last  sales  price (if the  Common  Stock is then  listed as a  National
Market  Issue  under the  Nasdaq  National  Market  System)  or (2) the  closing
representative  bid price (in all other  cases) for the Common  Stock on the day
immediately  preceding  such  date as  reported  by  Nasdaq  or  such  successor
quotation  system; or (iii) if the Company's Common Stock is not publicly traded
on an exchange  and not quoted on Nasdaq or a successor  quotation  system,  the
closing bid price for the Common Stock on such date as  determined in good faith
by the Committee;  or (iv) if the Company's Common Stock is not publicly traded,
the fair market value  established  by the  Committee  acting in good faith.  In
addition, with respect to any ISO, the Fair Market Value on any given date shall
be  determined  in a  manner  consistent  with  any  regulations  issued  by the
Secretary of the Treasury  for the purpose of  determining  fair market value of
securities subject to an ISO plan under the Code.

     9. Ceiling of ISO Grants.  The aggregate  Fair Market Value  (determined at
the time any ISO is  granted)  of the  Common  Stock  with  respect  to which an
Optionee's  ISOs,  together with incentive stock options granted under any other
plan of the Company and any parent,  are  exercisable for the first time by such
Optionee  during any  calendar  year shall not exceed  $100,000.  If an Optionee
holds such incentive stock options that become first exercisable (including as a
result of  acceleration  of  exercisability  under the Plan) in any one year for
shares  having a Fair Market  Value at the date of grant in excess of  $100,000,
then the most  recently  granted  of such  ISOs,  to the  extent  that  they are
exercisable  for shares having an aggregate  Fair Market Value in excess of such
limit, shall be deemed to be NQOs.

     10. Duration, Exercisability, and Termination of Options.

          10.1 Option  Period.  The Option  period  shall be  determined  by the
     Committee with respect to each Option granted.  In no event,  however,  may
     the  Option  period  exceed  ten years from the date on which the Option is
     granted,  or five years in the case of a grant of an ISO to an Optionee who
     is a 10%  stockholder  at the  date on  which  the  Option  is  granted  as
     described in Section 8.

<PAGE>


          10.2  Exercisability  of Options.  Each Option shall be exercisable in
     whole or in consecutive installments,  cumulative or otherwise,  during its
     term as determined in the discretion of the Committee.

          10.3   Termination  of  Options  due  to  Termination  of  Employment,
     Disability,  or Death of Optionee;  Termination for "Cause," or Resignation
     in Violation of an Employment Agreement. All Options granted under the Plan
     to any Employee  Optionee shall terminate and may no longer be exercised if
     the Employee  Optionee  ceases,  at any time during the period  between the
     grant of the Option and its exercise, to be a full or part-time (working at
     least 30 hours per week) employee of the Company;  provided,  however, that
     the Committee may alter the termination  date of the Option if the Optionee
     transfers to an affiliate of the Company.  Notwithstanding  the  foregoing,
     (i) if the  Employee  Optionee's  employment  with the  Company  shall have
     terminated for any reason (other than involuntary  dismissal for "cause" or
     voluntary resignation in violation of any agreement to remain in the employ
     of the Company, including,  without limitation, any such agreement pursuant
     to Section 15), he may, at any time before the  expiration  of three months
     after such termination or before expiration of the Option,  whichever shall
     first  occur,  exercise  the  Option  (to the  extent  that the  Option was
     exercisable by him on the date of the termination of his employment);  (ii)
     if  the  Employee  Optionee's  employment  shall  have  terminated  due  to
     disability (as defined in Section  22(e)(3) of the Code and subject to such
     proof of  disability  as the  Committee  may  require),  such Option may be
     exercised  by  the   Employee   Optionee   (or  by  his   guardian(s),   or
     conservator(s),  or other legal representative(s)) before the expiration of
     twelve months after such  termination  or before  expiration of the Option,
     whichever  shall first occur (to the extent that the Option was exercisable
     by him on the  date of the  termination  of his  employment);  (iii) in the
     event of the death of an Optionee, an Option exercisable by him at the date
     of  his  death  shall  be  exercisable  by  his  legal   representative(s),
     legatee(s),   or  heir(s),  or  by  his  beneficiary  or  beneficiaries  so
     designated by him, as the case may be, within twelve months after his death
     or before the expiration of the Option, whichever shall first occur (to the
     extent  that the Option was  exercisable  by him on the date of his death);
     and (iv) if the Employee Optionee's employment is terminated for "cause" or
     in  violation  of any  agreement  to remain in the  employ of the  Company,
     including,  without limitation,  any such agreement pursuant to Section 14,
     his Option shall terminate immediately upon termination of employment,  and
     such Option  shall be deemed to have been  forfeited by the  Optionee.  For
     purposes of the Plan, "cause" may include, without limitation,  any illegal
     or improper conduct (1) which injures or impairs the reputation,  goodwill,
     or business of the  Company;  (2) which  involves the  misappropriation  of
     funds of the  Company,  or the misuse of data,  information,  or  documents
     acquired  in  connection  with  employment  by the  Company;  or (3)  which
     violates  any other  directive  or policy  promulgated  by the  Company.  A
     termination for "cause" may also include any resignation in anticipation of
     discharge for "cause" or  resignation  accepted by the Company in lieu of a
     formal discharge for "cause."

<PAGE>


     11. Manner of Option Exercise; Rights and Obligations of Optionees.

          11.1 Written Notice of Exercise.  An Optionee may elect to exercise an
     Option  in whole or in part,  from time to time,  subject  to the terms and
     conditions  contained  in the Plan  and in the  agreement  evidencing  such
     Option,  by  giving  written  notice  of  exercise  to the  Company  at its
     principal executive office.

          11.2 Cash Payment for Optioned  Shares.  If an Option is exercised for
     cash, such notice shall be accompanied by a cashier's or personal check, or
     money order, made payable to the Company for the full exercise price of the
     shares purchased.

          11.3  Stock Swap  Feature.  At the time of the  Option  exercise,  and
     subject to the  discretion of the Committee to accept payment in cash only,
     the Optionee may determine  whether the total  purchase price of the shares
     to be  purchased  shall  be paid  solely  in cash or by  transfer  from the
     Optionee to the Company of previously  acquired  shares of Common Stock, or
     by a combination  thereof. If the Optionee elects to pay the total purchase
     price in whole or in part with previously  acquired shares of Common Stock,
     the value of such shares  shall be equal to their Fair Market  Value on the
     date of exercise,  determined  by the Committee in the same manner used for
     determining  Fair Market Value at the time of grant for purposes of Section
     8.

          11.4 Investment  Representation for Non-Registered Shares and Legality
     of Issuance.  The receipt of shares of Common Stock upon the exercise of an
     Option  shall be  conditioned  upon the  Optionee  (or any other person who
     exercises  the Option on his or her behalf as  permitted  by Section  10.3)
     providing to the  Committee a written  representation  that, at the time of
     such exercise, it is the intent of such person(s) to acquire the shares for
     investment  only and not with a view toward  distribution.  The certificate
     for  unregistered  shares issued for investment  shall be restricted by the
     Company as to transfer  unless the  Company  receives an opinion of counsel
     satisfactory  to the  Company to the effect  that such  restriction  is not
     necessary under then  pertaining law. The providing of such  representation
     and such restrictions on transfer shall not, however,  be required upon any
     person's  receipt  of shares of  Common  Stock  under the Plan in the event
     that,  at the time of grant of the Option  relating to such receipt or upon
     such receipt, whichever is the appropriate measure under applicable federal
     or state  securities  laws,  the shares  subject to the Option shall be (i)
     covered  by an  effective  and  current  registration  statement  under the
     Securities  Act of 1933,  as amended,  and (ii) either  qualified or exempt
     from  qualification  under  applicable  state  securities laws. The Company
     shall,  however,  under no  circumstances  be required to sell or issue any
     shares under the Plan if, in the opinion of the Committee, (i) the issuance
     of such shares would  constitute a violation by the Optionee or the Company
     of any applicable law or regulation of any governmental  authority, or (ii)
     the consent or approval of any governmental  body is necessary or desirable
     as a condition of, or in connection with, the issuance of such shares.

          11.5 Stockholder Rights of Optionee.  Upon exercise,  the Optionee (or
     any other  person who  exercises  the Option on his behalf as  permitted by
     Section 10.3) shall be recorded on the books of the Company as the owner of
     the shares,  and the Company shall deliver to such record owner one or more
     duly issued stock certificates  evidencing such ownership.  No person shall
     have any rights as a stockholder with respect to any shares of Common Stock
     covered by an Option  granted  pursuant to the Plan until such person shall
     have  become the holder of record of such  shares.  Except as  provided  in
     Section  13,  no  adjustments  shall be made for  cash  dividends  or other
     distributions  or other rights as to which there is a record date preceding
     the date such person becomes the holder of record of such shares.

<PAGE>


          11.6 Holding Periods for Tax Purposes.  The Plan does not provide that
     an Optionee  must hold shares of Common Stock  acquired  under the Plan for
     any minimum  period of time.  Optionees are urged to consult with their own
     tax  advisors  with  respect  to the tax  consequences  to  them  of  their
     individual participation in the Plan.

     12.  Successive  Grants.  Successive  grants of Options  may be made to any
Optionee under the Plan.

     13. Adjustments.

          (a) If the  outstanding  Common Stock shall be hereafter  increased or
     decreased,  or changed into or exchanged for a different  number or kind of
     shares or other  securities  of the Company or of another  corporation,  by
     reason of a  recapitalization,  reclassification,  reorganization,  merger,
     consolidation,  share exchange,  or other business combination in which the
     Company is the surviving parent corporation, stock split-up, combination of
     shares,  or  dividend  or other  distribution  payable in capital  stock or
     rights to acquire capital stock,  appropriate  adjustment  shall be made by
     the  Committee  in the number and kind of shares for which  Options  may be
     granted under the Plan. In addition,  the Committee shall make  appropriate
     adjustment  in the  number and kind of shares as to which  outstanding  and
     unexercised Options shall be exercisable, to the end that the proportionate
     interest of the holder of the Option shall, to the extent  practicable,  be
     maintained  as before the  occurrence  of such event.  Such  adjustment  in
     outstanding  Options  shall  be made  without  change  in the  total  price
     applicable   to  the   unexercised   portion  of  the  Option  but  with  a
     corresponding adjustment in the exercise price per share.

          (b) In the event of the dissolution or liquidation of the Company, any
     outstanding and unexercised  Options shall terminate as of a future date to
     be fixed by the Committee.

          (c) In the event of a Reorganization (as hereinafter defined), then,

               (i)  If  there  is no  plan  or  agreement  with  respect  to the
          Reorganization  ("Reorganization Agreement"), or if the Reorganization
          Agreement does not  specifically  provide for the adjustment,  change,
          conversion, or exchange of the outstanding and unexercised Options for
          cash or other property or securities of another corporation,  then any
          outstanding  and  unexercised  Options shall  terminate as of a future
          date to be fixed by the Committee; or

<PAGE>


               (ii)  If   there   is  a   Reorganization   Agreement,   and  the
          Reorganization  Agreement  specifically  provides for the  adjustment,
          change,  conversion,  or exchange of the  outstanding  and unexercised
          Options  for  cash  or  other   property  or   securities  of  another
          corporation,  then the  Committee  shall  adjust the shares under such
          outstanding  and  unexercised  Options,  and shall  adjust  the shares
          remaining  under the Plan which are then available for the issuance of
          Options under the Plan if the Reorganization  Agreement makes specific
          provisions therefor,  in a manner not inconsistent with the provisions
          of  the   Reorganization   Agreement  for  the   adjustment,   change,
          conversion, or exchange of such Options and shares.

          (d) The term  "reorganization"  as used in this  Section 13 shall mean
     any  reorganization,   merger,  consolidation,  share  exchange,  or  other
     business  combination  pursuant to which the  Company is not the  surviving
     parent corporation after the effective date of the  Reorganization,  or any
     sale or lease of all or  substantially  all of the  assets of the  Company.
     Nothing  herein  shall  require  the  Company  to  adopt  a  Reorganization
     Agreement, or to make provision for the adjustment,  change, conversion, or
     exchange  of  any  Options,   or  the  shares  subject   thereto,   in  any
     Reorganization Agreement which it does adopt.

          (e) The  Committee  shall  provide to each  Optionee  then  holding an
     outstanding and unexercised Option not less than 30 calendar days' advanced
     written notice of any date fixed by the Committee  pursuant to this Section
     13 and of the  terms  of any  Reorganization  Agreement  providing  for the
     adjustment,  change, conversion, or exchange of outstanding and unexercised
     Options. Except as the Committee may otherwise provide, each Optionee shall
     have the right during such period to exercise his Option only to the extent
     that the Option was exercisable on the date such notice was provided to the
     Optionee.

          Any adjustment to any  outstanding ISO pursuant to this Section 13, if
     made by reason of a  transaction  described in Section  424(a) of the Code,
     shall be made so as to conform to the  requirements of that Section and the
     regulations  thereunder.  If any other  transaction  described  in  Section
     424(a) of the Code affects the Common Stock subject to any  unexercised ISO
     theretofore  granted  under  the Plan  (hereinafter  for  purposes  of this
     Section 13 referred to as the "old option"),  the Board of Directors of the
     Company or of any surviving or acquiring  corporation  may take such action
     as it deems  appropriate,  in conformity with the requirements of that Code
     Section and the regulations thereunder,  to substitute a new option for the
     old  option,  in  order  to  make  the  new  option,  as  nearly  as may be
     practicable, equivalent to the old option, or to assume the old option.

<PAGE>


          (f) No modification, extension, renewal, or other change in any Option
     granted under the Plan may be made, after the grant of such Option, without
     the Optionee's  consent,  unless the same is permitted by the provisions of
     the Plan and the Option  agreement.  In the case of an ISO,  Optionees  are
     hereby  advised  that  certain  changes may  disqualify  the ISO from being
     considered  as  such  under  Section  422  of the  Code,  or  constitute  a
     modification,  extension, or renewal of the ISO under Section 424(h) of the
     Code.

          (g) All adjustments and determinations  under this Section 13 shall be
     made by the Committee in good faith in its sole discretion.

     14.  Continued  Employment.  As  determined  in the sole  discretion of the
Committee  at the time of grant  and if so  stated  in a  writing  signed by the
Company,  each Option may have as a  condition  the  requirement  of an Employee
Optionee to remain in the employ of the Company,  or of its  affiliates,  and to
render  to it his or her  exclusive  service,  at  such  compensation  as may be
determined  from time to time by it,  for a period not to exceed the term of the
Option,  except for earlier  termination  of  employment  by or with the express
written consent of the Company or on account of disability or death. The failure
of any Employee  Optionee to abide by such  agreement as to any Option under the
Plan may result in the termination of all of his or her then outstanding Options
granted pursuant to the Plan.  Neither the creation of the Plan nor the granting
of Option(s) under it shall be deemed to create a right in an Employee  Optionee
to continued  employment with the Company, and each such Employee Optionee shall
be and shall  remain  subject to discharge by the Company as though the Plan had
never come into existence.  Except as specifically  provided by the Committee in
any particular case, the loss of existing or potential profit in Options granted
under  this Plan  shall not  constitute  an  element  of damages in the event of
termination  of the  employment  of an employee  even if the  termination  is in
violation  of an  obligation  of the  Company to the  employee  by  contract  or
otherwise.

     15. Tax  Withholding.  The exercise of any Option granted under the Plan is
subject to the condition that if at any time the Company shall determine, in its
discretion,  that the  satisfaction  of  withholding  tax or  other  withholding
liabilities under any federal, state or local law is necessary or desirable as a
condition of, or in connection with, such exercise or a later lapsing of time or
restrictions  on or disposition of the shares of Common Stock received upon such
exercise,  then in such event, the exercise of the Option shall not be effective
unless  such  withholding  shall  have been  effected  or  obtained  in a manner
acceptable to the Company. When an Optionee is required to pay to the Company an
amount  required to be withheld under  applicable  income tax laws in connection
with the exercise of any Option,  the Optionee  may,  subject to the approval of
the Committee,  which approval shall not have been disapproved at any time after
the election is made,  satisfy the obligation,  in whole or in part, by electing
to have the Company  withhold shares of Common Stock having a value equal to the
amount required to be withheld.  The value of the Common Stock withheld pursuant
to the election  shall be determined by the  Committee,  in accordance  with the
criteria set forth in Section 8, with reference to the date the amount of tax to
be withheld is  determined.  The  Optionee  shall pay to the Company in cash any
amount required to be withheld that would otherwise result in the withholding of
a fractional share. The election by an Optionee who is an officer of the Company
within the meaning of Section 16 of the 1934 Act, to be effective, must meet all
of the requirements of Section 16 of the 1934 Act.

<PAGE>


     16. Term of Plan.

          a. Effective Date. The Plan shall become  effective as of December 12,
     2000.

          b.  Termination  Date.  Except as to Options  granted and  outstanding
     under the Plan prior to such time, the Plan shall  terminate at midnight on
     December 12, 2010, and no Option shall be granted after that time.  Options
     then  outstanding  may continue to be exercised  in  accordance  with their
     terms.  The Plan may be suspended or  terminated at any earlier time by the
     Board within the limitations set forth in Section 4.

     17.  Non-Exclusivity of the Plan. Nothing contained in the Plan is intended
to amend,  modify,  or  rescind  any  previously  approved  compensation  plans,
programs or options entered into by the Company. This Plan shall be construed to
be in  addition  to and  independent  of any and all  such  other  arrangements.
Neither the adoption of the Plan by the Board nor the  submission of the Plan to
the  stockholders of the Company for approval shall be construed as creating any
limitations  on the power or  authority  of the Board to adopt,  with or without
stockholder approval, such additional or other compensation  arrangements as the
Board may from time to time deem desirable.

     18.  Governing Law. The Plan and all rights and obligations  under it shall
be construed and enforced in accordance with the laws of the State of Idaho.

     19. Information to Optionees. Optionees under the Plan who do not otherwise
have access to financial  statements  of the Company will receive the  Company's
financial statements at least annually.