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                                                                     EXHIBIT 4.1


                         2001 STOCK COMPENSATION PLAN I

         THIS COMPENSATION PLAN is adopted this 30th day of April, 2001, by Real
Estate Opportunities, Inc., a Colorado corporation with its principal place of
business being located at 3225 East 2nd Ave., Denver, Colorado 80206.

                                   WITNESSETH:

         WHEREAS, the Board of Directors of Real Estate Opportunities, Inc.,
(the "Company") has determined that it would be to its advantage, and in its
best interests, to grant certain consultants and advisors, as well as certain
employees, the opportunity to purchase stock in the Company as a result of
compensation for their service; and

         WHEREAS, the Board of Directors (the "Board") believes that the Company
can best obtain advantageous benefits by issuing stock and/or granting stock
options to such designated individuals from time to time, although these options
are not to be granted pursuant to Section 422 and related sections of the
Internal Revenue Code as amended;

         NOW THEREFORE, the Board adopts this as the 2001 COMPENSATION PLAN I
(the "Plan").

1.00         EFFECTIVE DATE AND TERMINATION OF PLAN


             The effective date of the Plan is April 30, 2001, which is the day
the Plan was adopted by the Board. The Plan will terminate on the earlier of the
date of the grant of the final option for the last share of common stock
allocated under the Plan or ten years from the date thereof, whichever is
earlier, and no options will be granted thereafter pursuant to this Plan.

2.00         ADMINISTRATION OF PLAN

             The Plan shall be administered by the Board, which may adopt such
rules and regulations for its administration as it may deem necessary or
appropriate, or may be administered by a Compensation Committee to be appointed
by the Board, to have such composition and duties as the Board may from time to
time determine.

3.00         ELIGIBILITY TO PARTICIPATE IN THE PLAN

             3.01 Subject to the provisions of the Plan, the Board, or its
designee, shall determine and designate, from time to time those consultants,
advisors, and employees of the Company, or consultants, advisors, and employees
of a parent or subsidiary corporation of the Company, to whom shares are to be
issued and/or options are to be granted hereunder and the number of shares to be
optioned from time to time to any individual or entity. In determining the
eligibility of an individual or entity to receive shares or an option, as well
as in determining the number of shares to be issued and/or optioned to any
individual or entity, the Board, or its designee, shall consider the nature and
value to the Company for the services which have been rendered to the Company
and such other factors as the Board, or its designee, may deem relevant.

            3.02 To be eligible to be selected to receive an option, an
individual must be a consultant, advisor or an employee of the Company or a
consultant, advisor, or an employee of a parent or subsidiary Corporation of the
Company. The grant of each option shall be confirmed by a Stock Option Agreement
which shall be executed by the Company and the optionee as promptly as
practicable after such grant. More than one option may be granted to an
individual or entity. Shares shall be issued directly to such entities.

             3.03 An option may be granted to any individual or entity eligible
hereunder, regardless of his previous stockholdings.

             3.04 The option price (determined as of the time the option is
granted) of the stock for which any person may be granted options under this
Plan (and all other plans of the Company) may be increased or reduced by the
Board, or its designee, from time to time.

4.00         NUMBER OF SHARES SUBJECT TO THE PLAN

             The Board, prior to the time shall reserve for the purposes of the
Plan a total of Two Hundred Fifty Thousand (250,000) of the authorized but
unissued shares of common shares of the Company, provided that any shares as to
which an option granted under the Plan remains unexercised at the expiration
thereof may be the subject of the grant of further options under the Plan within
the limits and under the terms set forth in Article 3.00 hereof.


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5.00         PRICE OF COMMON SHARES

             The initial and standard price per share of common stock to be
issued directly or by option shall be the Fair Market Value per share but may be
changed in each case by the Board, or its designee, from time to time. If the
share price is changed, the Board, or its designee, shall determine the share
price no later than the date of the issuance of the shares and/or the grant of
the option and at such other times as the Board, or its designee, deems
necessary. The Board shall have absolute final discretion to determine the price
of the common stock under the Plan. In the absence of such specific
determination, the share price will be the Fair Market Value per share. "Fair
Market Value" shall mean, if there is an established market for the Company's
Common Stock on a stock exchange, in an over-the-counter market or otherwise,
the average Closing Price of the Company's stock for the 10 consecutive trading
days immediately before the valuation date, provided that the Board may, in
its discretion provide an alternative definition for Fair Market Value in the
instrument granting the right or option. Unless otherwise specified by the Board
at the time of grant (or in the formula applicable to such grant), the valuation
date for purposes of determining the option price shall be the date of grant.
The Board may specify that, instead of the date of grant, the valuation date
shall be a valuation period of up to ninety (90) days prior to the date of
grant, and Fair Market Value for purposes of such grant shall be the average
over the valuation period of the mean of the highest and lowest quoted selling
prices on each date on which sales were made in the valuation period. If there
is no established market for the Company's Common Stock, or if there were no
sales during the applicable valuation period, the determination of Fair Market
Value shall be established by the Board in its sole discretion, considering the
criteria set forth in Treas. Reg. Section 20.2031-2 or successor regulations.

6.00         SUCCESSIVE OPTIONS

             Any option granted under this Plan to a person may be exercisable
at such person's discretion while there is outstanding any other stock option
previously granted to such person, whether under this Plan or any other stock
option plan of the Company.

7.00         PERIOD AND EXERCISE OF OPTION

             7.01. Options granted under this Plan shall expire on the first to
occur of the following dates whether or not exercisable on such dates: (i) five
(5) years from the date the option is initially granted; (ii) six (6) months
from the date the person ceases employment due to permanent and total
disability; (iii) the date of termination of employment for reasons other than
retirement, permanent and total disability or death, unless the Board
determines, in its sole discretion, that it would be in the best interest of the
Company to extend the options for a period not to exceed three (3) years; or
(iv) three (3) months from the date the employee retires with permission of the
Board.

             7.02. Notwithstanding Section 7.01, any portion of any option which
has not become exercisable pursuant to Section 7.03 prior to the death of the
employee or termination of employment shall expire on the employee's date of
death or termination date, if termination is for reasons other than retirement
or total and permanent disability.

             7.03. Any option granted under this Plan may be immediately
exercised by the holder thereof. Such an option may be exercised in whole or in
part at the time it becomes exercisable or from time to time thereafter, until
the expiration of the option.

8.00         PAYMENT FOR OPTIONED SHARES

             When a person holding an option granted under this Plan exercises
any portion of the option he shall pay the full option price for the shares
covered by the exercise of that portion of his option within one (1) month after
such exercise. As soon as practicable, after the person notifies the Company of
the exercise of his option and makes payment of the required option price, the
Company shall issue such shares to the person. The Board may also permit a
participant to effect a cashless or net exercise of an option without tendering
any shares of the Company's stock as payment for the option. In such an event,
the participant will be deemed to have paid for the exercise of the option with
shares of the Company's stock and shall receive from the Company a number of
shares equal to the difference between (i) the shares that would have been


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tendered to pay the option price and withholding taxes, if any, and (ii) the
number of options exercised. The Board may also cause the Company to enter into
arrangements with one or more licensed stock brokerage firms whereby
participants may exercise options without payment therefor but with irrevocable
orders to such brokerage firm to immediately sell the number of shares necessary
to pay the option price and withholding taxes, if any, and then to transmit the
proceeds from such sales directly to the Company in satisfaction of such
obligations.

9.00         RESTRICTIONS ON TRANSFER

             9.01 No right or privilege of any person under the Plan shall be
transferable or assignable, except to the person's personal representative in
the event of the person's death, and except as provided in Section 9.02, options
granted hereunder are exercisable only by the person during his life.

             9.02 If a person dies holding outstanding options issued pursuant
to this Plan, his personal representative shall have the right to exercise such
options only within one year of the death of the person.

10.00        RECLASSIFICATION, CONSOLIDATION OR MERGER

             If and to the extent that the number of issued shares of common
stock of the Company shall be increased or reduced by change in par value,
split-up reclassification, distribution of a dividend payable in stock, or the
like, the number of shares subject to direct issuance or an option held by a
person and the option price per share shall be proportionately adjusted. If the
Company is reorganized or consolidated or merged with another corporation, the
person shall be entitled to receive direct issuance or options covering shares
of such reorganized, consolidated, or merged company in the same proportion, at
an equivalent price, and subject to the same conditions.

11.00        DISSOLUTION OR LIQUIDATION

             Upon the dissolution or liquidation of the Company, the options
granted hereunder shall terminate and become null and void, but the person shall
have the right immediately prior to such dissolution or liquidation to exercise
any options granted and exercisable hereunder to the full extent not before
exercised.

12.00        BINDING EFFECT

             This Plan shall inure to the benefit of and be binding upon the
Company and its employees, and their respective heirs, executors,
administrators, successors and assigns.

13.00        ADOPTION OF PLAN

             This Plan has been duly adopted by the Board of Directors of the
Company on April 30, 2001.

14.00        NOTICES

             Any notice to be given to the Company under the terms of this plan
shall be addressed to such address as is set forth on the first page hereof.

         IN WITNESS WHEREOF, the Company has caused this Plan to be executed on
its behalf by its President, to be sealed by its corporate seal, and attested by
its Secretary effective the day and year first above written.

                                      Real Estate Opportunities, Inc.



                                      By ///Signed///
                                         ---------------------------------------
                                         President


ATTEST:


///Signed///
-----------------------------------
Secretary                             (SEAL)