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                                                                   Exhibit 10(a)

                              DK INDUSTRIES, INC.
                             1996 STOCK OPTION PLAN

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                                   SECTION 1
                                 INTRODUCTION

     1.1  Establishment.  DK Industries, Inc., a Colorado corporation, hereby
establishes the DK Industries, Inc. 1996 Stock Option Plan (the "Plan") for
employees, consultants and directors of the Company.  DK Industries, Inc.,
together with its affiliated corporations, as defined in Section 2.1(a)
hereafter, are referred to as the "Company," except where the context otherwise
requires.

     1.2  Purposes.  The purposes of the Plan are to provide the employees,
consultants and directors selected for participation in the Plan with added
incentives to continue in the long-term service of the Company and to create in
such persons a more direct interest in the future success of the operations of
the Company by relating incentive compensation to increases in stockholder
value, so that the income of the employees, consultants and directors is more
closely aligned with the income of the Company's stockholders.  The Plan also is
designed to attract employees, consultants and directors and to retain and
motivate such persons by providing an opportunity for investment in the Company.

                                   SECTION 2
                                  DEFINITIONS

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

          (a)  "Affiliated Corporation" means any corporation or other entity
(including, but not limited to, a partnership) that is affiliated with DK
Industries, Inc. through stock ownership or otherwise and is treated as a common
employer under the provisions of Code Sections 414(b) and (c).

          (b)  "Board" means the Board of Directors of DK Industries, Inc.

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

          (d)  "Effective Date" means the effective date of the Plan, which will
be  June 25, 1996.

          (e)  "Eligible Participants" means all employees (including, without
limitation, all officers), directors and consultants of the Company.
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          (f)  "Fair Value" means the value of a Share of Stock as determined by
the Stock Option Committee acting in good faith and in its sole discretion.
Notwithstanding the above, if the Stock is actively traded in an established
market at the time an Option is granted, "Fair Value" will mean the officially
quoted closing price of the Stock on the New York Stock Exchange or any other
national exchange (a "National Exchange") on a particular date.  If there are no
stock transactions on such date, the Fair Value will be determined as of the
immediately preceding date on which there were Stock transactions.  If no such
prices are reported on a National Exchange, then Fair Value will mean the
officially quoted closing price of the Stock on the NASDAQ National Market
System on a particular date.  If there are no stock transactions on such date,
the Fair Value will be determined as of the immediately preceding date on which
there were Stock transactions.  If no such prices are reported on the NASDAQ
National Market System, then Fair Value will mean the average of the high and
low sale prices for the Stock (or if no sales 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.

          (g)  "Stock Option Committee" means the Board, as defined in Section
2.1(b).

          (h)  "Incentive Stock Option" means any Option designated as such and
granted under this Plan in accordance with the requirements of Code Section 422.

          (i)  "Non-Statutory Option" means any Option designated as such and
granted under this Plan in accordance with the requirements of Code Section 83.

          (j)  "Option" means a right to purchase Stock at a stated price for a
specified period of time.

          (k)  "Option Price" means the price at which shares of Stock subject 
to an Option may be purchased, determined in accordance with Section 6.2(b).

          (l)  "Option Holder" means an Eligible Participant designated by the
Stock Option Committee from time to time during the term of the Plan to receive
one or more Options under the Plan.

          (m)  "Plan Year" means each 12-month period beginning October 1 and
ending the following September 30, except that, for the first year of the Plan,
the Plan Year will begin on the Effective Date and extend to the first September
30 following the Effective Date.

          (n)  "Share" or "Shares" means a share or shares of Stock.

          (o)  "Stock" means the common stock, par value $.02, of the Company.

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

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                                   SECTION 3
                              PLAN ADMINISTRATION

     The Plan will be administered by the Stock Option Committee.  In accordance
with the provisions of the Plan, the Stock Option Committee will, in its sole
discretion, select the Eligible Participants to whom Options will be granted,
the type of each Option (i.e., a Non-Statutory Option or an Incentive Stock
Option), the form of each Option, the amount of each Option, and any other terms
and conditions of each Option as the Stock Option Committee may deem necessary
or desirable and consistent with the terms of the Plan.  The Stock Option
Committee will determine the form or forms of the agreements with Option
Holders.  The agreements will evidence the particular provisions, terms,
conditions, rights and duties of the Company and the Option Holders with respect
to Options granted pursuant to the Plan, which provisions need not be identical
except as may be provided herein.  The Stock Option Committee may from time to
time 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 Stock
Option Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any agreement entered into hereunder in the
manner and to the extent it will deem expedient and it will be the sole and
final judge of such expediency.  No member of the Stock Option Committee will be
liable for any action or determination made in good faith, and all members of
the Committee will, in addition to their rights as directors, be fully protected
by the Company with respect to any such action, determination or interpretation.
The determinations, interpretations, and other actions of the Stock Option
Committee pursuant to the provisions of the Plan will be binding and conclusive
for all purposes and on all persons.

                                   SECTION 4
                           STOCK SUBJECT TO THE PLAN

     4.1  Number of Shares.  2,000,000 Shares are authorized for issuance under
the Plan in accordance with the provisions of the Plan.  Shares that may be
issued upon the exercise of Options will be applied to reduce the maximum number
of Shares remaining available under the Plan.  At all times during the term of
the Plan and while any Options are outstanding, the Company will retain as
authorized and unissued stock at least the number of Shares from time to time
required under the provisions of the Plans or otherwise assure itself of its
ability to perform its obligations hereunder.

     4.2  Unused and Forfeited Stock.  Any Shares that are subject to an Option
under this Plan that are not used because the terms and conditions of the Option
are not met, including any Shares that are subject to an Option that expires or
is terminated for any reason, any Shares that are used for full or partial
payment of the purchase price of Shares with respect to which an Option is
exercised, and any Shares retained by the Company pursuant to Section 11.2
automatically will become available for use under the Plan.

     4.3  Adjustments for Stock Split, Stock Dividend, Etc.  If the Company at
any time increases or decreases the number of its outstanding Shares of Stock,
or changes in any way the rights and privileges of such Shares by means of the
payment of a stock dividend or any other distribution 

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upon such Shares payable in Stock, or through a stock split, subdivision,
consolidation, combination, reclassification or recapitalization involving the
Stock, then, in relation to the Stock that is affected by the above events, the
provisions of this Section 4.3 will apply. In such event, the numbers, rights
and privileges of the following will be increased, decreased or changed in like
manner as if such Shares had been issued and outstanding, fully paid and
nonassessable at the time of such event: (i) the shares of Stock as to which
Options may be granted under the Plan; and (ii) the Shares of Stock then
included in each outstanding Option granted hereunder.

     4.4  General Adjustment Rules.  If any adjustment or substitution provided
for in this Section 4 will result in the creation of a fractional Share under
any Option, the Company will, in lieu of issuing such fractional Share, pay to
the Option Holder a cash sum in an amount equal to the product of such fraction
multiplied by the Fair Value of a Share on the date the fractional Share
otherwise would have been issued.

     4.5  Determination by Stock Option Committee, Etc.  Adjustments under this
Section 4 will be made by the Stock Option Committee, whose determinations with
regard thereto will be final and binding upon all parties.

                                  SECTION 5 
                         REORGANIZATION OR LIQUIDATION

     In the event that the Company is merged or consolidated with another
corporation (other than a merger or consolidation in which the Company is the
continuing corporation and that does not result in any reclassification or
change of outstanding Shares), or if all or substantially all of the assets or
more than 50% of the outstanding voting stock of the Company is acquired by any
other corporation, business entity or person (other than by a sale or conveyance
in which the Company continues as a holding company of an entity or entities
that conduct the business or businesses formerly conducted by the Company), or
in case of a reorganization (other than a reorganization under the United States
Bankruptcy Code) or liquidation of the Company, the Stock Option Committee, or
the board of directors of any corporation assuming the obligations of the
Company, will have the power and discretion to prescribe the terms and
conditions for the exercise or modification of any outstanding Options granted
hereunder.  By way of illustration, and not by way of limitation, the Stock
Option Committee may provide for the complete or partial acceleration of the
dates of exercise of the Options, or may provide that such Options will be
exchanged or converted into options to acquire securities of the surviving or
acquiring corporation, or may provide for a payment or distribution in respect
of outstanding Options (or the portion thereof that currently is exercisable) in
cancellation thereof.  The Stock Option Committee may provide that Options
granted hereunder must be exercised in connection with the closing of such
transaction, and that if not so exercised such Options will expire.  Any such
determinations by the Stock Option Committee may be made generally with respect
to all Option Holders, or may be made on a case-by-case basis with respect to
particular Option Holders.  The provisions of this Section 5 will not apply to
any transaction undertaken for the purpose of reincorporating the Company under
the laws of another jurisdiction, if such transaction does not materially affect
the beneficial ownership of the Company's capital stock.

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                                   SECTION 6
                                 STOCK OPTIONS

     6.1  Grant of Options.  An Eligible Participant may be granted one or more
Options. Options granted under the Plan may be either Non-Statutory Options or
Incentive Stock Options; provided, however, that Options granted to Eligible
Participants who are not employees of the Company must be Non-Statutory Options.

     6.2  Option Agreements.  Each Option granted under the Plan will be
evidenced by a written stock option agreement that will be entered into by the
Company and the Eligible Participant to whom the Option is granted (the "Option
Holder"), and will contain the following terms and conditions, as well as such
other terms and conditions not inconsistent therewith, as the Stock Option
Committee may consider appropriate in each case.  In the event of any
inconsistency between the provisions of the Plan and any such agreement entered
into hereunder, the provisions of the Plan will govern.

          (a)  Number of Shares.  Each stock option agreement will state that it
covers a specified number of Shares, as determined by the Stock Option
Committee.  Notwithstanding any other provision of the Plan, the aggregate fair
market value, as determined under Code Section 422 and the regulations
thereunder, of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by an Option Holder in any calendar year, under
the Plan or otherwise, will not exceed $100,000.  For this purpose, the fair
market value of the Shares will be determined as of the time an Option is
granted.

          (b)  Price.  The price at which each Share covered by an Option may be
purchased will be determined by the Stock Option Committee and set forth in the
stock option agreement.  In no event will the Option Price for each Share
covered by an Incentive Stock Option be less than the fair market value of the
Stock, as determined under Code Section 422 and the regulations thereunder, on
the date the Option is granted.  The Option Price for each Share covered by an
Incentive Stock Option granted to an Eligible Participant who then owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company must be at least 110% of the fair market value of the
Stock, as determined under Code Section 422 and the regulations thereunder,
subject to the Incentive Stock Option on the date the Option is granted.

          (c)  Type of Option.  Each stock option agreement will state whether
the Option described in the agreement is a Non-Statutory Option or an Incentive
Stock Option.

          (d)  Duration of Options.  Each stock option agreement will state the
period of time, determined by the Stock Option Committee, within which the
Option may be exercised by the Option Holder (the "Option Period").  The Option
Period must expire, in all cases, not more than ten years from the date an
Option is granted; provided, however, that the Option Period of an Incentive
Stock Option granted to an Eligible Participant who then owns stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company must expire not more than five years from the date such Option is
granted.  Each stock option agreement also will state the 

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periods of time, if any, as determined by the Stock Option Committee, when
incremental portions of each Option will vest.

          (e)  Termination of Employment, Death, Disability, Etc.  Except as
otherwise determined by the Stock Option Committee, each stock option agreement
will provide as follows with respect to the exercise of the Option upon
termination of the employment or the death of the Option Holder:

               (i)   If the Option Holder's employment with the Company is 
terminated within the Option Period for cause, as determined by the Company in
its sole discretion, the Option thereafter will be void for all purposes. As
used in this Section, "cause" will mean a gross violation, as determined by the
Company, of the Company's established policies and procedures. The effect of
this Section will be limited to determining the consequences of a termination,
and nothing in this Section will restrict or otherwise interfere with the
Company's discretion with respect to the termination of any employee.

               (ii)  If the Option Holder's employment with the Company is
terminated within the Option Period because of the Option Holder's death or
disability (within the meaning of Code Section 22(e)), the Option will remain
exercisable, to the extent that it was exercisable on the date of the Option
Holder's death or disability, for a period of twelve months after such date;
provided, however, that in no event may the Option be exercised after the
expiration of the Option Period.

               (iii) If the Option Holder's employment with the Company is
terminated within the Option Period for any reason other than cause, disability,
or the Option Holder's death, the Option may be exercised by the Option Holder,
to the extent that it was exercisable on the date of the termination, within
three months following the date of such termination; provided, however, that in
no event may the Option be exercised after the expiration of the Option Period.

               (iv)  For all purposes under this Section, an Eligible 
Participant who is not an employee of the Company will be considered to have a
termination of employment under this Section if the Eligible Participant's
services to the Company terminate.

          (f)  Transferability of Option.  Each stock option agreement will
provide that the Option granted therein is not transferable by the Option Holder
except by will or pursuant to the laws of descent and distribution, and that
such Option is exercisable during the Option Holder's lifetime only by the
Option Holder (or, in the event of the Option Holder's disability or incapacity,
by the Option Holder's legal representative).

          (g)  Exercise, Payments, Etc.

               (i)   Each stock option agreement will provide that the method 
for exercising the Option granted therein will be by delivery to the Corporate
Secretary of the Company of written notice specifying the particular Option (or
portion thereof) that is being exercised and the 

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number of Shares with respect to which such Option is exercised, and including
payment of the Option Price. Such notice shall be in a form satisfactory to the
Stock Option Committee. The exercise of the Option will be deemed effective upon
receipt of such notice by the Corporate Secretary and payment to the Company of
the Option Price. The purchase of such Stock will take place at the principal
offices of the Company upon delivery of such notice, at which time the purchase
price of the Stock will be paid in full by any of the methods or any combination
of the methods set forth in (ii) below. A properly executed certificate or
certificates representing the Stock will be issued by the Company and delivered
to the Option Holder.

               (ii)  The exercise price shall be paid by any of the following
methods or any combination of the following methods:

                     (A)  in cash;

                     (B) by cashier's check payable to the order of the Company;

                     (C) by delivery to the Company of certificates 
representing the number of Shares then owned by the Option Holder, the Fair
Value of which equals the purchase price of the Stock purchased pursuant to the
Option, properly endorsed for transfer to the Company; provided, however, that
Shares used for this purpose must have been held by the Option Holder for such
minimum period of time as may be established from time to time by the Stock
Option Committee. The Fair Value of any Shares delivered in payment of the
purchase price upon exercise of the Option will be the Fair Value as of the
exercise date and the exercise date will be the day of the delivery of the
certificates for the Stock used as payment of the Option Price; or

                     (D) by delivery to the Company of a properly executed 
notice of exercise together with irrevocable instructions to a broker to deliver
to the Company promptly the amount of the proceeds of the sale of all or a
portion of the Stock or of a loan from the broker to the Option Holder necessary
to pay the exercise price.

               (iii)  In the discretion of the Stock Option Committee, the 
Company may guarantee a third-party loan obtained by an Option Holder to pay
part or all of the Option Price of the Shares provided that such loan or the
Company's guaranty is secured by the Shares.

          (h)  Date of Grant.  An Option will be considered as having been
granted on the date specified in the grant resolution of the Stock Option
Committee.

     6.3  Stockholder Privileges.  Prior to the exercise of the Option and the
transfer of Shares to the Option Holder, an Option Holder will have no rights as
a stockholder with respect to any Shares subject to any Option granted to such
person under this Plan and, until the Option Holder becomes the holder of record
of such Stock, no adjustments, other than those described in Section 4, will be
made for dividends or other distributions or other rights as to which there is a
record date preceding the date such Option Holder becomes the holder of record
of such Stock.

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                                   SECTION 7
                    RIGHTS OF EMPLOYEES AND OPTION HOLDERS

     7.1  Employment.  Nothing contained in the Plan or in any Option will
confer upon any Eligible Participant any right with respect to the continuation
of employment by the Company, or interfere in any way with the right of the
Company, 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 such Eligible Participant from the rate in existence at the
time of the grant of an Option.  Whether an authorized leave of absence, or
absence in military or government service, will constitute a termination of
employment will be determined by the Stock Option Committee at the time.

     7.2  Nontransferability.  No right or interest of any Option Holder in an
Option granted pursuant to the Plan will be assignable or transferable during
the lifetime of the Option Holder, either voluntarily or involuntarily, or be
subjected to any lien, directly or indirectly, by operation of law, or
otherwise, including execution, levy, garnishment, attachment, pledge or
bankruptcy.  In the event of an Option Holder's death, the Option Holder's
rights and interests in Options may, to the extent provided in Section 6, be
transferable by testamentary will or the laws of decent and distribution.  If,
in the opinion of the Stock Option Committee, an Option Holder is disabled from
caring for his affairs because of mental condition, physical condition or age,
the Option Holder's Options may be exercised by such person's legal
representative upon furnishing the Stock Option Committee with evidence
satisfactory to the Stock Option Committee of such status.

                                   SECTION 8
                             GENERAL RESTRICTIONS

     8.1  Investment Representations.  The Company may require any person to
whom an Option is granted, as a condition of exercising such Option or receiving
Stock under the Option, to give written assurances, in the substance and form
satisfactory to the Company and its counsel, to the effect that such person is
acquiring the Stock subject to the Option for his 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.  Legends evidencing
such restrictions may be placed on the certificates evidencing the Stock.

     8.2  Compliance with Securities Laws.  Each Option will be subject to the
requirement that, if at any time counsel to the Company determines that the
listing, registration or qualification of the Shares subject to such Option 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
Option may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval will have been effected or
obtained on conditions acceptable to the Stock Option Committee.  Nothing herein
will be deemed to require the Company to apply for or to obtain such listing,
registration or qualification.

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                                   SECTION 9
                            OTHER EMPLOYEE BENEFITS

     The amount of any compensation deemed to be received by an Option Holder as
a result of the exercise of an Option will not constitute "earnings" with
respect to which any other employee benefits of such Option Holder are
determined, including without limitation benefits under any pension, profit
sharing, life insurance or salary continuation plan.

                                  SECTION 10
                 PLAN AMENDMENT, MODIFICATION AND TERMINATION

     The Board may at any time terminate, and from time to time may amend or
modify, the Plan; provided, however, that no amendment or modification may
become effective without approval of the amendment or modification by the
stockholders if stockholder approval is required to enable the Plan to satisfy
any applicable statutory or regulatory requirements, or if the Company, on the
advice of counsel, determines that stockholder approval otherwise is necessary
or desirable.

     No amendment, modification or termination of the Plan will in any manner
adversely affect any Options theretofore granted under the Plan, without the
consent of the Option Holder holding such Options.

                                  SECTION 11
                                  WITHHOLDING

     11.1 Withholding Requirement.  The Company's obligations to deliver Shares
upon the exercise of an Option will be subject to the Option Holder's
satisfaction of all applicable federal, state and local income and other tax
withholding requirements.

     11.2 Withholding With Stock.  At the time an Option is granted, the Stock
Option Committee, in its sole discretion, may permit the Option Holder to pay
all such amounts of tax withholding, or any part thereof that is due upon
exercise of the Option, by transferring to the Company, or directing the Company
to withhold from Shares otherwise issuable to such Option Holder, Shares having
a value equal to the amount required to be withheld or such lesser amount as may
be determined by the Stock Option Committee at such time.  The value of Shares
to be withheld will be based on the Fair Value of the Stock on the date that the
amount of tax to be withheld is to be determined.

                                  SECTION 12
                            BROKERAGE ARRANGEMENTS

     The Stock Option Committee, in its discretion, may enter into arrangements
with one or more banks, brokers or other financial institutions to facilitate
the disposition of shares acquired upon 

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exercise of Stock Options, including, without limitation, arrangements for the
simultaneous exercise of Stock Options and sale of the Shares acquired upon such
exercise.

                                  SECTION 13
                          NONEXCLUSIVITY OF THE PLAN

     Neither the adoption of the Plan by the Board nor the submission of the
Plan to stockholders of the Company for approval will be construed as creating
any limitations on the power or authority of the Board to adopt such other or
additional incentive or other compensation arrangements of whatever nature as
the Board may deem necessary or desirable or preclude or limit the continuation
of any other plan, practice or arrangement for the payment of compensation or
fringe benefits to employees generally, or to any class or group of employees,
that the Company or any Affiliated Corporation now has lawfully put into effect,
including, without limitation, any retirement, pension, savings and stock
purchase plan, insurance, death and disability benefits and executive short-term
incentive plans.

                                  SECTION 14
                              REQUIREMENTS OF LAW

     14.1 Requirements of Law.  The issuance of Stock and the payment of cash
pursuant to the Plan will be subject to all applicable laws, rules and
regulations.

     14.2 Federal Securities Law Requirements.  With respect to persons subject
to Section 16 of the 1934 Act, transactions under this Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its successors under the
1934 Act.  To the extent any provision of the Plan or action by the Stock Option
Committee fails to so comply, it will be deemed null and void, to the extent
permitted by law and deemed advisable by the Stock Option Committee.

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

                                  SECTION 15
                             DURATION OF THE PLAN

     The Plan will terminate at such time as may be determined by the Board, and
no Option will be granted after such termination.  If not sooner terminated
under the preceding sentence, the Plan will fully cease and expire at midnight
on June 25, 2006.  Options outstanding at the time of the Plan termination may
continue to be exercised in accordance with their terms.

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