Exhibit 10.22

2003
STOCK OPTION PLAN

OF

SAN
HOLDINGS, INC.

1.   Purposes of the Plan. This Stock Option Plan (the
Plan) is designed to provide an incentive to key employees
(including managers and officers who are key employees) of SAN Holdings, Inc., a
Colorado corporation (the Company), or any of its Subsidiaries (as
defined in Paragraph 21) and consultants and board members who are not
employees of the Company, and to offer an additional inducement in obtaining the
services of such persons. The Plan provides for the grant of options to acquire
shares of Common Stock (as defined in Paragraph21 hereof) of the Company
which may be subject to contingencies or restrictions.

2. Subject to the Plan. Subject to the provisions of Paragraph
13, the aggregate number of shares of Common Stock for which options may be
granted under the Plan shall not exceed 15,000,000 shares. Such shares of Common
Stock may, in the discretion of the Board of Directors of the Company (the
Board of Directors or the Board), consist
either in whole or in part of authorized but unissued shares of Common Stock or
shares of Common Stock held in the treasury of the Company. Subject to the
provisions of Paragraph 14, any share of Common Stock underlying an
option granted under this Plan which for any reason expires, is canceled,
forfeited, or is terminated unexercised or which ceases for any reason to be
exercisable, shall again become available for the granting of options under the
Plan. The Company shall at all times during the term of the Plan reserve and
keep available such number of shares of Common Stock as will be sufficient to
satisfy the requirements of the Plan.

3. Administration of the Plan. The Plan shall be administered by the
Board of Directors or a committee of the Board of Directors that is composed
solely of two or more Non-Employee Directors as that term is defined in the
rules and regulations promulgated under Section 16(b) of the Exchange Act (the
Board of Directors and such committee being referred to collectively as the
Committee). A majority of the members of the Committee shall
constitute a quorum, and the acts of a majority of the members present at any
meeting at which a quorum is present, and any acts approved in writing by all
members of the Committee without a meeting, shall be the acts of the Committee.

Subject
to the express provisions of the Plan and the grant agreement referred to in
Paragraph 12 hereof (the Agreement), the Committee
shall have the authority, in its sole discretion, to make all determinations
relating to the Plan, including, but not limited to, the right to determine: the
key employees of the Company (or its Subsidiaries), consultants and members of
the Board, who shall be granted options; the type of option to be granted; the
times when an option shall be granted; the number of shares of Common Stock to
be subject to each option; the term of each option; the date each option shall
vest and become exercisable; whether an option shall be exercisable in whole,

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in  part or in
installments and, if in installments, the number of shares of Common  Stock to be subject
to each installment, whether the installments shall be  cumulative, the date each
installment shall become exercisable and the term of  each installment; whether to
accelerate the date of exercise of any option or  installment; whether shares of Common
Stock may be issued upon the exercise of  an option as partly paid and, if so, the dates
when future installments of the  exercise price shall become due and the amounts of such
installments; the  exercise price of each option; the form of payment of the exercise
price;  whether to restrict the sale or other disposition of the shares of Common Stock
acquired upon the exercise of an option and, if so, whether and under what  conditions to
waive any such restriction; whether and under what conditions to  subject all or a
portion of the grant or exercise of an option or the shares of  Common Stock acquired
pursuant to the exercise of an option to the fulfillment  of certain restrictions or
contingencies as specified in the Agreement,  including without limitation, restrictions
or contingencies relating to entering  into a covenant not to compete with the Company,
any of its Subsidiaries or a  Parent (as defined in Paragraph 21), to financial
objectives for the  Company, any of its Subsidiaries or a Parent or any of its
affiliates, a  division of any of the foregoing, a product line or other category, and/or
to  the period of continued employment of the optionee with the Company, any of its
Subsidiaries or a Parent or any of its affiliates, and to determine, in each  case,
whether such limitations, restrictions or contingencies have been met;  whether an
optionee is Disabled (as defined in Paragraph 21); the amount,  if any, necessary
to satisfy the obligation of the Company, a Subsidiary or  Parent to withhold taxes or
other amounts; the fair market value (as defined in  Paragraph 21hereof) of a
share of Common Stock; to construe the  respective Agreement and the Plan; with the
consent of the optionee, to cancel  or modify an option, provided, that the
modified provision is permitted  to be included in an option granted under the Plan on
the date of the  modification, and further, provided, that in the case of a
modification, such option as modified would be permitted to be granted on the  date of
such modification under the terms of the Plan; to prescribe, amend and  rescind rules and
regulations relating to the Plan; and to make all other  determinations necessary or
advisable for administering the Plan. Any  controversy or claim arising out of or
relating to the Plan, any option granted  under the Plan or any Agreement shall be
determined unilaterally by the  Committee in its sole discretion. The determinations of
the Committee on the  matters referred to in this Paragraph 3 shall be conclusive
and binding  on the parties. No member or former member of the Committee shall be liable
for  any action, failure to act or determination made in good faith with respect to  the
Plan, any Agreement or any option hereunder.

The
Company may establish a committee of outside directors meeting the requirements
of Code Section 162(m) to (i) approve the grant of options that might reasonably
be anticipated to result in the payment of employee remuneration that would
otherwise exceed the limit on employee remuneration deductible for income tax
purposes by the Company pursuant to Code Section 162(m) and (ii) administer the
Plan. In such event, the powers reserved to the Committee in the Plan shall be
exercised by such compensation committee. In addition, options under the Plan
shall be granted upon satisfaction of the conditions to such grants provided
pursuant to Code Section 162(m) and any Treasury Regulations promulgated
thereunder.

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4.   Eligibility. The Committee may from time to time, in its sole
discretion, consistent with the purposes of the Plan, grant options to (a) key
employees (including officers and managers or directors who are key employees)
of the Company or any of its Subsidiaries, (b) consultants to the Company or any
of its Subsidiaries or (c) members of the Board. Such options granted shall
cover such number of shares of Common Stock as the Committee may determine, in
its sole discretion, as set forth in the applicable Agreement.

5.   Non-qualified Options.It is the Companys intent that only
Non-qualified Stock Options, and not incentive stock options within
the meaning of Section 422A of the Code, be granted under the Plan and that any
ambiguities in construction be interpreted in order to effectuate such intent.
The Committee may from time to time grant to eligible participants Non-qualified
Stock Options. The options granted shall take such form as the Committee shall
determine, subject to the terms and conditions herein.

6.   Exercise Price.The exercise price of the shares of Common Stock
under each option shall be the Fair Market Value of a share of Common Stock on
the date of grant as determined by the Committee, in its sole discretion, and as
set forth in the applicable Agreement.

7.   Term.The term of each option granted pursuant to the Plan shall
be such term as is established by the Committee, in its sole discretion, as set
forth in the applicable Agreement; provided, however, that the
term of each option granted pursuant to the Plan shall be for a period not
exceeding 10 years from the date of grant thereof; and further,
provided, that options shall be subject to earlier termination as
hereinafter provided.

8.   Exercise. An option (or any part or installment thereof), to the
extent then exercisable, shall be exercised by giving written notice to the
Company, c/o Sun Capital Partners Management, LLC, 5200 Town Center Circle,
Suite 470, Boca Raton, Florida 33486, Attention: Marc J. Leder, Rodger R. Krouse
and C. Deryl Couch, in the form established by the Committee and accompanied by
payment in full of the aggregate exercise price therefor (a) in cash or by
certified check or (b) in such other form as the Committee may approve. The
Company shall not be required to issue any shares of Common Stock pursuant to
any such option until all required payments, including any required withholding,
have been made and all required actions have been taken.

A
person  entitled  to receive  shares of Common  Stock upon the  exercise  of an option
shall  not have the rights of a stockholder of the Company with respect to such stock
until the date of issuance of a certificate for such shares of Common Stock, or  in the
case of uncertificated shares of Common Stock, an entry is made on the  books of the
Companys transfer agent representing such shares.

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In
no case may a fraction of a share of Common  Stock be  purchased  or issued under the
Plan.

9.    Termination of Relationship.

(a) Employees
and Consultants. Except as may otherwise be expressly provided in the
applicable Agreement, an optionee whose relationship with the Company, its
Parent or Subsidiaries as an employee or a consultant has terminated for any
reason (other than as a result of the death or Disability of the optionee) may
exercise his options, to the extent exercisable on the date of such termination,
at any time within three months after the date of termination, but not
thereafter and in no event after the date the option would otherwise have
expired; provided, however, that (i) if such relationship is
terminated for Cause (as defined in Paragraph 21), such option shall
terminate on the day immediately before the date of such termination and (ii) if
such relationship is terminated without the consent of the Company, such option
shall terminate on the day of such termination. Except as may otherwise be
expressly provided in the applicable Agreement, options granted under the Plan
to an employee or consultant shall not be affected by any change in the status
of the optionee so long as the optionee continues to be an employee of, or a
consultant to, the Company, or any of the Subsidiaries or a Parent (regardless
of having changed from one to the other or having been transferred from one
corporation to another).

(b)Board Members. Except as may otherwise be expressly provided in the applicable
Agreement, an optionee whose relationship with the Company as a Board member ceases for
any reason (other than as a result of his death or Disability) may exercise his
options, to the extent exercisable on the date of such termination, at any time within
three months after the date of termination, but not thereafter and in no event after the
date the option would otherwise have expired; provided, however, that (i)
if such relationship is terminated for Cause, such option shall terminate on the day
immediately before the date of such termination and (ii) if such relationship is
terminated without the consent of the Company, such option shall terminate on the day of
such termination. Except as may otherwise be expressly provided in the applicable
Agreement, options granted to a Board member shall not be affected by the optionee
becoming an employee of, or consultant to, the Company, any of its Subsidiaries or a
Parent.

(c)General. Nothing in the Plan or in any option granted under the Plan shall confer
on any optionee any right to continue in the employ of, or as a consultant to, the
Company, any of its Subsidiaries or a Parent, or as a manager or director of the
Company, or interfere in any way with any right of the Company, any of its Subsidiaries
or a Parent to terminate the optionees relationship at any time for any reason
whatsoever without liability to the Company, any of its Subsidiaries or a Parent.

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10.    Death or Disability of an Optionee.

(a)
Employees and Consultants.

(i)
Except as may otherwise be expressly  provided in the applicable  Agreement,  if an
optionee dies while he  is an  employee of, or consultant to, the Company, any of its
Subsidiaries or a Parent,  the options that were granted to him as an employee or
consultant may be  exercised, to the extent exercisable on the date of his death, by his
Legal  Representative (as defined in Paragraph 21) at any time within one year
after death, but not thereafter and in no event after the date the option would
otherwise have expired.

(ii)
Except  as may  otherwise  be  expressly  provided  in  the  applicable  Agreement,  any
optionee whose relationship as an employee of, or consultant to, the  Company, its Parent
and Subsidiaries has terminated by reason of such  optionees Disability may
exercise the options that were granted to him as  an employee or consultant, to the
extent exercisable upon the effective date of  such termination, at any time within one
year after such date, but not  thereafter and in no event after the date the option would
otherwise have  expired.

(b)Board Members. Except as may otherwise be expressly provided in the applicable
Agreement, any optionee whose relationship as a Board member ceases as a result of his
death or Disability may exercise the options that were granted to him as a Board member,
to the extent exercisable on the date of such termination, at any time within one year
after the date of termination, but not thereafter and in no event after the date the
option would otherwise have expired. In the case of the death of the Board member, the
option may be exercised by his Legal Representative.

11.    Compliance with Securities Laws. The Committee may require, in
its sole discretion, as a condition to the exercise of any option that either
(a) a Registration Statement under the Securities Act of 1933, as amended (the
Securities Act), with respect to the shares of Common Stock
to be issued upon such grant or exercise shall be effective and current at the
time of grant or exercise, or (b) there is an exemption from registration under
the Securities Act for the issuance of the shares of Common Stock upon such
grant or exercise. Nothing herein shall be construed as requiring the Company to
register the shares of Common Stock subject to any option under the Securities
Act or to keep any Registration Statement effective or current.

The
Committee may require,  in its sole discretion,  as a condition to the receipt of an
option  or the exercise of any option hereunder that the optionee execute and deliver to
the Company his representations and warranties, in form, substance and scope
satisfactory to the Committee, which representations and warranties the  Committee
determines are necessary or convenient in connection with qualifying  for an exemption
from the registration requirements of the Securities Act,  applicable state securities
laws or satisfying other legal requirements.

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In
addition,  if at any time the  Committee  shall  determine,  in its sole  discretion,
that  the listing or qualification of the shares of Common Stock subject to any option
on any securities exchange or under any applicable law, or the consent or  approval of
any governmental agency or regulatory body, is necessary or  desirable as a condition to,
or in connection with, the granting of an option or  the issuing of shares of Common
Stock thereunder, such option may not be granted  and such option may not be exercised in
whole or in part unless such listing,  qualification, consent or approval shall have been
effected or obtained free of  any conditions not acceptable to the Committee.

12.   Agreements. Each option shall be evidenced by an appropriate
Agreement which shall be duly executed by the Company and the optionee, and
shall contain such terms, provisions and conditions not inconsistent herewith as
may be determined by the Committee. The terms of each option and Agreement need
not be identical.

13.    Adjustments Upon Changes in Interests. Notwithstanding any other
provision of the Plan, in the event of:

(a)
A dividend, recapitalization,  or a spin-off, split-up, combination or exchange  of
shares of Common Stock or the like which results in a change in the number or  kind of
shares of Common Stock outstanding immediately prior to such event, the  Committee shall
appropriately adjust the aggregate number and kind of shares of  Common Stock subject to
the Plan, the aggregate number and kind of shares of  Common Stock subject to each
outstanding option and the exercise price thereof.  Such adjustments shall be conclusive
and binding on all parties and may provide  for the elimination of fractional shares of
Common Stock which might otherwise  be subject to options without payment therefor.

(b)
A merger, consolidation,  or sale by the Company of all or substantially all of  its
assets, in which the Company is not the surviving corporation, except as set  forth below
or in the Agreement, the options granted hereunder as of the date of  such event shall
continue to be outstanding and the optionee shall be entitled  to receive in exchange
therefor an option in the surviving corporation for the  same number of shares of Common
Stock as he would have been entitled to receive  if he had exercised the options granted
hereunder immediately prior to the  transaction and actually owned the shares of Common
Stock subject to such  option. The exercise price of the option in the surviving
corporation shall be  such that the aggregate consideration for the shares of Common
Stock subject to  the option in the surviving corporation shall be equal to the aggregate
consideration payable with respect to the option granted under the Plan.

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Notwithstanding
the  foregoing,  the Company shall have the right,  by written  notice,  provided  to an
optionee as promptly as practicable but in no event later than 10 business  days prior to
the proposed sale of assets, merger or consolidation (as  determined by the Board of
Directors in its sole discretion) (the Sale  Transaction) or by inclusion in
the applicable Agreement, to advise the  optionee that upon consummation of the Sale
Transaction all options granted to  any optionee under the Plan and not therefore
exercised (or which are not then  currently exercisable) shall terminate and be void, in
which event, the optionee  shall have the right to exercise all options then currently
exercisable in  accordance with the terms of the applicable Agreement not later than 2
business  prior to the intended closing of the Sale Transaction (or, if later, as
otherwise provided in the Agreement); provided that any exercise made following  such a
notice and prior to the such deadline may, at the election of the  Optionee, be
conditional and subject to the subsequent closing of the Sale  Transaction. In the event
that the vesting of all or any portion of the Option  is accelerated pursuant to an
Agreement upon the closing of the Sale  Transaction, the portion of the Option that is
anticipated to vest upon the  closing of such Sale Transaction shall be treated for
purposes of this provision  as a currently exercisable option (subject in all events to
the subsequent  closing of the Sale Transaction).

14.    Amendments and Termination of the Plan. The Plan was adopted by
the Board of Directors as of December 18, 2003. The Board of Directors, without
further approval of the Companys stockholders, may at any time suspend or
terminate the Plan, in whole or in part, or amend it from time to time in such
respects as it may deem advisable, including, without limitation, to comply with
any change in applicable law, regulations, rulings or interpretations of any
administrative agency; provided, however, that no amendment for
which applicable regulation related to the listing, registration or
qualification of the shares subject to the Plan upon any securities exchange or
applicable law requires stockholder approval shall be effective without the
requisite prior or subsequent stockholder approval. No termination, suspension
or amendment of the Plan shall, without the consent of the optionee, adversely
affect his rights under any option granted under the Plan. The power of the
Committee to construe and administer any option granted under the Plan prior to
the termination or suspension of the Plan nevertheless shall continue after such
termination or during such suspension.

15.    Non-Transferability.No option granted under the Plan shall be
transferable other than by will or the laws of descent and distribution, and
options may be exercised, during the lifetime of the optionee, only by the
optionee or his Legal Representatives. Except to the extent provided above,
options may not be assigned, transferred, pledged, hypothecated or disposed of
in any way (whether by operation of law or otherwise) and shall not be subject
to execution, attachment or similar process, and any such attempted assignment,
transfer, pledge, hypothecation or disposition shall be null and void ab
initio and of no force or effect.

16.    Withholding Taxes.The Company, a Subsidiary or Parent may
withhold (a) cash, (b) shares of Common Stock to be issued upon exercise of an
option having an aggregate fair market value on the relevant date, or (c) any
combination thereof, in an amount equal to the amount which the Committee
determines is necessary to satisfy the obligation of the Company, a Subsidiary
or Parent to withhold Federal, state and local income taxes or other amounts
incurred by reason of the grant, vesting, exercise or disposition of an option,
or the disposition of the underlying shares of Common Stock. Alternatively, the
Company may require the holder to pay to the Company such amount, in cash,
promptly upon demand.

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The
Company may require,  as a condition to any grant or exercise  under the Plan,  that  the
grantee make provision for the payment to the Company of federal, state or local  taxes
of any kind required by law to be withheld with respect to any grant,  vesting, exercise
or disposition of any option. Participants shall be required  to indemnify or reimburse
the Company with respect to any federal, state or  local taxes of any kind that the
Company is required by law to withhold with  respect to any grant, vesting, exercise or
disposition of any option, to the  extent the Company does not or cannot withhold such
amount. Without limiting the  generality of the foregoing, the Company, to the extent
permitted or required by  law, shall have the right to deduct from any payment(s) of any
kind (including  salary or bonus) otherwise due to a grantee, a total amount not to
exceed the  amount of any federal, state or local taxes of any kind required by law to be
withheld with respect to any grant, vesting, exercise or disposition of any  option.

17.    Legends; Payment of Expenses. The Company may endorse such legend
or legends upon the certificates for shares of Common Stock issued upon exercise
of an option under the Plan and may issue such stop transfer
instructions to its transfer agent in respect of such shares as it determines,
in its discretion, to be necessary or appropriate to (a) prevent a violation of,
or to qualify for an exemption from, the registration requirements of the
Securities Act and any applicable state securities laws, or (b) implement the
provisions of the Plan or any agreement between the Company and the optionee
with respect to such shares of Common Stock. Each optionee may, in the
Committees discretion, be required either to execute a stockholders
agreement as a condition to receiving a grant of options hereunder or to
exercising any options granted hereunder.

The
Company  shall pay all  issuance  taxes with  respect to the  issuance of shares of
Common  Stock upon the exercise of an option granted under the Plan, as well as all fees
and expenses incurred by the Company in connection with such issuance.

18.    Use of Proceeds.The cash proceeds received upon the exercise of
an option under the Plan shall be added to the general funds of the Company and
used for such corporate purposes as the Board of Directors may determine.

19.    Substitutions and Assumptions of Options of Certain Constituent
Corporations. Anything in this Plan to the contrary notwithstanding, the
Board of Directors may, without further approval by the stockholders, substitute
new options for prior options of a Constituent Corporation (as defined in
Paragraph 21) or assume the prior options of such Constituent
Corporation; provided, however, that no substitution or assumption
for which applicable regulation or applicable law requires stockholder approval
shall be effective without the requisite prior or subsequent stockholder
approval.

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20.    Right of First Refusal; Right to Repurchase.

(a)
The Company  shall have a right of first  refusal  with respect to any proposed sale  or
other disposition by optionees (and their successors in interest by purchase,  gift or
other mode of transfer) of any shares of Common Stock issued to them  under the Plan
which are transferable. This right of first refusal shall be  exercisable by the Company
in accordance with terms and conditions established  by the Committee.

(b)
In the case of any optionee  whose  employment  or service  terminates  for any reason
(including, without limitation, death, Disability, retirement, voluntary  resignation or
termination, or involuntary termination with or without Cause),  except as otherwise
provided in any Agreement, the Company shall have a right,  exercisable at any time and
from time to time after such termination, to  repurchase from the optionee (or any
successor in interest by purchase, gift or  other mode of transfer) all (but not less
than all) shares of Common Stock  issued to the optionee under the Plan. Such repurchase
shall be made at the Fair  Market Value of the shares of Common Stock at the time of
repurchase unless the  Company terminates the optionees employment or service for
Cause (or, in  the Committees determination, the optionee has taken any action
prior to  or following the termination of his employment or service which would have
constituted grounds for a termination for Cause), in either of which case such
repurchase shall be made at the lower of the Fair Market Value of the shares of  Common
Stock at the time of repurchase or the purchase price paid by the  optionee for such
shares of Common Stock. This right to repurchase shall be  exercisable by the Company at
any time within one hundred eighty (180) days of  the termination of such optionees
employment or service with the Company  for any reason (including, without limitation,
death, Disability, retirement,  voluntary resignation or termination, or involuntary
termination with or without  Cause) by: (i) giving written notice of such repurchase to
such optionee, (ii)  tendering payment of the purchase price of such shares of Common
Stock to such  optionee within thirty (30) days of the delivery of such written notice
and  (iii) complying with such other terms and conditions established by the  Committee.

21.    Definitions. For purposes of the Plan, the following terms shall
be defined as set forth below:

(a)
"Board" or "Board of Directors" shall mean the Board of Directors of
the  Company.

(b)
"Cause" shall mean (i) in the case of an employee or consultant,  if there is a
written  employment or consulting agreement between the optionee and the Company, any of
its Subsidiaries or a Parent which defines termination of such relationship for  cause,
cause as defined in such agreement, and (ii) in the absence  of such
agreement, (A) conviction of the employee or consultant of any felony,  or the conviction
of the employee or consultant of a misdemeanor which involves  moral turpitude, or the
entry by the employee or consultant of a plea of guilty  or nolo contendere with
respect to any of the foregoing, (B) the  commission of any act or failure to act by such
employee or consultant that  involves moral turpitude, dishonesty, theft, destruction of
property, fraud,  embezzlement or unethical business conduct, or that is otherwise
injurious to  the Company or any of its affiliates, whether financially or otherwise, (C)
any  violation by such employee or consultant of any rule or policy of the Company or
any of its affiliates, or (D) any violation by such employee or consultant of  the
requirements of any other contract or agreement between the Company (or any  of its
affiliates) and such employee or consultant, and the failure of such  employee or
consultant to cure such violation within ten (10) days after receipt  of written notice
from the Company; in each case, with respect to subsections  (A) through (D), as
determined in good faith by the Board of Directors of the  Company in the exercise of its
reasonable business judgment.

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(c)
"Code"  shall mean the  Internal  Revenue  Code of 1986,  as  amended,  and any
successor thereto.

(d)
"Common Stock" means the shares of common stock of the Company, no par value.

(e)
"Constituent  Corporation"  shall mean any  corporation  which engages with the
Company,  any of its Subsidiaries or a Parent in a transaction to which Section 424(a) of
the Code applies, or any Parent, Subsidiary or affiliate of such corporation.

(f)
"Disabled" or "Disability"  shall mean a permanent and total
disability  within  the meaning of Section 22(e)(3) of the Code.

(g)
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,  and
any successor thereto.

(h)
"Fair Market Value" shall mean as of any applicable  date, (i) if the principal
securities  market on which the Common Stock is traded is a national securities exchange,
The Nasdaq National Market (NNM) or The Nasdaq SmallCap Market  (NSM),
the closing price of the Common Stock on such exchange, the  NNM or the NSM, as the case
may be, as of the applicable date, or if no sale of  the Common Stock shall have occurred
on such date, on the next preceding date on  which there was a reported sale; (ii) if the
principal securities market on  which the Common Stock is traded is not a national
securities exchange, the NNM  or the NSM, the average of the bid and asked prices
reported by the National  Quotation Bureau, Inc.; (iii) if not reported by the National
Quotation Board,  the closing price of a share of Common Stock on the date of grant as
reported on  the OTC Bulletin Board; or (iv) if the price of the Common Stock is not so
reported, the Board of Directors good faith determination of the fair  value of one
share of Common Stock as of the applicable reference date, which  determination shall be
consistent with the requirements of Section 422(c) of the  Code.

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(i)
"Legal  Representative" shall mean the executor,  administrator or other person
who at  the time is entitled by law to exercise the rights of a deceased or
incapacitated optionee with respect to an option granted under the Plan.

(j)
"Non-qualified  Stock  Option"  means any stock  option other than an incentive
stock option as defined in Section 422 of the Code and any successor thereto.

(k)
"Parent"  shall have the same  definition  as "parent  corporation"
in Section  424(e) of the Code.

(l)
"Subsidiary"  shall have the same  definition as  "subsidiary
corporation"  in  Section 424(f) of the Code.

22.    Governing Law; Construction. The Plan, the options and any
Agreement hereunder and all related matters shall be governed by, and construed
in accordance with, the laws of the State of Colorado, without regard to
conflict of law provisions.

Neither
the  Plan  nor any  Agreement  shall  be  construed  or  interpreted  with  any
presumption  against the Company by reason of the Company causing the Plan or Agreement
to be  drafted. Whenever from the context it appears appropriate, any term stated in
either the singular or plural shall include the singular and plural, and any  term stated
in the masculine, feminine or neuter gender shall include the  masculine, feminine and
neuter.

23.    Partial Invalidity.The invalidity, illegality or
unenforceability of any provision in the Plan, any option or Agreement shall not
affect the validity, legality or enforceability of any other provision, all of
which shall be valid, legal and enforceable to the fullest extent permitted by
applicable law.

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