================================================================================
Exhibit 10.1; Direct Response Financial Services, Inc. 2004 Stock Incentive
Plan.



                    DIRECT RESPONSE FINANCIAL SERVICES, INC.
                            2004 STOCK INCENTIVE PLAN

SECTION 1. General Purpose of the Plan; Definitions.

     The name of the plan is the DIRECT RESPONSE FINANCIAL SERVICES, Inc. 2004
Stock Incentive Plan (the "Plan"). The purpose of the Plan is to encourage and
enable officers, directors, and employees of DIRECT RESPONSE FINANCIAL SERVICES,
Inc. (the "Company") and its Subsidiaries and other persons to acquire a
proprietary interest in the Company. It is anticipated that providing such
persons with a direct stake in the Company's welfare will assure a closer
identification of their interests with those of the Company and its
shareholders, thereby stimulating their efforts on the Company's behalf and
strengthening their desire to remain with the Company.

     The following terms shall be defined as set forth below:
     "Award" or "Awards", except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Statutory Stock
Options, Restricted Stock Awards, Unrestricted Stock Awards, Performance Share
Awards and Stock Appreciation Rights.
     "Board" means the Board of Directors of the Company.
     "Cause" means (i) any material breach by the participant of any agreement
to which the participant and the Company are both parties, and (ii) any act or
omission justifying termination of the participant's employment for cause, as
determined by the Committee.
     "Change of Control" shall have the meaning set forth in Section 15.
     "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.
     "Conditioned Stock Award" means an Award granted pursuant to Section 6.
     "Committee" shall have the meaning set forth in Section 2.
     "Disability" means disability as set forth in Section 22(e)(3) of the Code.
     "Effective Date" means the date on which the Plan is approved by
stockholders as set forth in Section 17.
     "Eligible Person" shall have the meaning set forth in Section 4.
     "Fair Market Value" on any given date means the price per share of the
Stock on such date as reported by a nationally recognized stock exchange, or, if
the Stock is not listed on such an exchange, as reported by NASDAQ, or, if the
Stock is not quoted on NASDAQ, the fair market value of the Stock as determined
by the Committee.
     "Incentive Stock Option" means any Stock Option designated and qualified as
an "incentive stock option" as defined in Section 422 of the Code.
     "Non-Statutory Stock Option" means any Stock Option that is not an
Incentive Stock Option.
     "Normal Retirement" means retirement from active employment with the
Company and its Subsidiaries in accordance with the retirement policies of the
Company and its Subsidiaries then in effect.
     "Outside Director" means any director who (i) is not an employee of the
Company or of any "affiliated group," as such term is defined in Section 1504(a)
of the Code, which includes the Company (an "Affiliate"), (ii) is not a former
employee of the Company or any Affiliate who is receiving compensation for prior
services (other than benefits under a tax-qualified retirement plan) during the




<PAGE>






Company's or any Affiliate's taxable year, (iii) has not been an officer of the
Company or any Affiliate and (iv) does not receive remuneration from the Company
or any Affiliate, either directly or indirectly, in any capacity other than as a
director. "Outside Director" shall be determined in accordance with Section
162(m) of the Code and the Treasury regulations issued thereunder.
     "Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5.
     "Performance Share Award" means an Award granted pursuant to Section 8.
     "Stock" means the Common Stock, no par value, of the Company, subject to
adjustments pursuant to Section 3.
     "Stock Appreciation Right" means an Award granted pursuant to Section 9.
     "Subsidiary" means a subsidiary as defined in Section 424 of the Code.
     "Unrestricted Stock Award" means Awards granted pursuant to Section 7.

SECTION 2. Administration of Plan; Committee Authority to Select Participants
and Determine Awards.

     (a) Committee. The Plan shall be administered by a committee of the Board
(the "Committee") consisting of not less than two (2) Outside Directors, but the
authority and validity of any act taken or not taken by the Committee shall not
be affected if any person administering the Plan is not an "Outside Director."
The Board of Directors may act as the Committee at any time. Except as
specifically reserved to the Board under the terms of the Plan, the Committee
shall have full and final authority to operate, manage and administer the Plan
on behalf of the Company. Action by the Committee shall require the affirmative
vote of a majority of all members thereof. The Board may establish an additional
single-member committee (consisting of an executive officer) that shall have the
power and authority to grant Awards to non-executive officers and to make all
other determinations under the Plan with respect thereto.
     (b) Powers of Committee. The Committee shall have the power and authority
to grant and modify Awards consistent with the terms of the Plan, including the
power and authority:
          (i) to select the persons to whom Awards may from time to time be
granted;
          (ii) to determine the time or times of grant, and the extent, if any,
of Incentive Stock Options, Non-Statutory Stock Options, Restricted Stock,
Unrestricted Stock, Performance Shares and Stock Appreciation Rights, or any
combination of the foregoing, granted to any one or more participants;
          (iii) to determine the number of shares to be covered by any Award;
          (iv) to determine and modify the terms and conditions, including
restrictions, not inconsistent with the terms of the Plan, of any Award, which
terms and conditions may differ among individual Awards and participants, and to
approve the form of written instruments evidencing the Awards; provided,
however, that no such action shall adversely affect rights under any outstanding
Award without the participant's consent;
          (v) to accelerate the exercisability or vesting of all or any portion
of any Award;
          (vi) subject to the provisions of Section 5(b), to extend the period
in which any outstanding Stock Option or Stock Appreciation Right may be
exercised;
          (vii) to determine whether, to what extent, and under what
circumstances Stock and other amounts payable with respect to an Award shall be
deferred either automatically or at the election of the participant and whether
and to what extent the Company shall pay or credit amounts equal to interest (at
rates determined by the Committee) or dividends or deemed dividends on such
deferrals; and





<PAGE>






          (viii) to adopt, alter and repeal such rules, guidelines and practices
for administration of the Plan and for its own acts and proceedings as it shall
deem advisable; to interpret the terms and provisions of the Plan and any Award
(including related written instruments); to make all determinations it deems
advisable for the administration of the Plan; to decide all disputes arising in
connection with the Plan; and to otherwise supervise the administration of the
Plan.
     All decisions and interpretations of the Committee shall be binding on all
persons, including the Company and Plan participants.

SECTION 3. Shares Issuable under the Plan; Mergers; Substitution.

     (a) Shares Issuable. The maximum number of shares of Stock with respect to
which Awards (including Stock Appreciation Rights) may be granted under the Plan
shall be Two Million (2,000,000). For purposes of this limitation, the shares of
Stock underlying any Awards which are forfeited, cancelled, reacquired by the
Company or otherwise terminated (other than by exercise) shall be added back to
the shares of Stock with respect to which Awards may be granted under the Plan
so long as the participants to whom such Awards had been previously granted
received no benefits of ownership of the underlying shares of Stock to which the
Award related. Subject to such overall limitation, any type or types of Award
may be granted with respect to shares, including Incentive Stock Options. Shares
issued under the Plan may be authorized but unissued shares or shares reacquired
by the Company.
     (b) Stock Dividends, Mergers, etc. In the event that after approval of the
Plan by the directors of the Company in accordance with Section 17, the Company
effects a stock dividend, stock split or similar change in capitalization
affecting the Stock, the Committee shall make appropriate adjustments in (i) the
number and kind of shares of stock or securities with respect to which Awards
may thereafter be granted (including without limitation the limitations set
forth in Section 3(a) and Section 3(b) above), (ii) the number and kind of
shares remaining subject to outstanding Awards, and (iii) the option or purchase
price in respect of such shares. In the event of any merger, consolidation,
dissolution or liquidation of the Company, the Committee in its sole discretion
may, as to any outstanding Awards, make such substitution or adjustment in the
aggregate number of shares reserved for issuance under the Plan and in the
number and purchase price (if any) of shares subject to such Awards as it may
determine and as may be permitted by the terms of such transaction, or
accelerate, amend or terminate such Awards upon such terms and conditions as it
shall provide (which, in the case of the termination of the vested portion of
any Award, shall require payment or other consideration which the Committee
deems equitable in the circumstances), subject, however, to the provisions of
Section 15.
     (c) Substitute Awards. The Committee may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
corporation who concurrently become employees of the Company or a Subsidiary as
the result of a merger or consolidation of the employing corporation with the
Company or a Subsidiary or the acquisition by the Company or a Subsidiary of
property or stock of the employing corporation. The Committee may direct that
the substitute awards be granted on such terms and conditions as the Committee
considers appropriate in the circumstances. Shares which may be delivered under
such substitute awards may be in addition to the maximum number of shares
provided for in Section 3(a).




<PAGE>






SECTION 4. Eligibility.

     Awards may be granted to officers, directors, and employees of and
consultants and advisers to the Company or its Subsidiaries ("Eligible
Persons").

SECTION 5. Stock Options.

     The Committee may grant to Eligible Persons options to purchase stock.
     Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.
     Stock Options granted under the Plan may be either Incentive Stock Options
(subject to compliance with applicable law) or Non-Statutory Stock Options.
Unless otherwise so designated, an Option shall be a Non-Statutory Stock Option.
To the extent that any option does not qualify as an Incentive Stock Option, it
shall constitute a Non-Statutory Stock Option.
     No Incentive Stock Option shall be granted under the Plan after the tenth
anniversary of the earlier of (i) the date of adoption of the Plan by the Board,
or (ii) the date on which the Plan is ratified by the stockholders as set forth
in Section 17.
     The Committee in its discretion may determine the effective date of Stock
Options, provided, however, that grants of Incentive Stock Options shall be made
only to persons who are, on the effective date of the grant, employees of the
Company or any Subsidiary. Stock Options granted pursuant to this Section 5(a)
shall be subject to the following terms and conditions and the terms and
conditions of Section 13 and shall contain such additional terms and conditions,
not inconsistent with the terms of the Plan, as the Committee shall deem
desirable.
     (a) Exercise Price. The exercise price per share for the Stock covered by a
Stock Option granted pursuant to this Section 5(a) shall be determined by the
Committee at the time of grant but shall be, in the case of Incentive Stock
Options, not less than one hundred percent (100%) of Fair Market Value on the
date of grant. If an employee owns or is deemed to own (by reason of the
attribution rules applicable under Section 424(d) of the Code) more than ten
percent (10%) of the combined voting power of all classes of stock of the
Company or any Subsidiary or parent corporation and an Incentive Stock Option is
granted to such employee, the option price shall be not less than one hundred
ten percent (110%) of Fair Market Value on the grant date.
     (b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than ten (10)
years after the date the option is granted. If an employee owns or is deemed to
own (by reason of the attribution rules of Section 424(d) of the Code) more than
ten percent (10%) of the combined voting power of all classes of stock of the
Company or any Subsidiary or parent corporation and an Incentive Stock Option is
granted to such employee, the term of such option shall be no more than five (5)
years from the date of grant.
     (c) Exercisability; Rights of a Shareholder. Stock Options shall become
vested and exercisable at such time or times, whether or not in installments, as
shall be determined by the Committee at or after the grant date. The Committee
may at any time accelerate the exercisability of all or any portion of any Stock
Option. An optionee shall have the rights of a shareholder only as to shares
acquired upon the exercise of a Stock Option and not as to unexercised Stock
Options.
     (d) Method of Exercise. Stock Options may be exercised in whole or in part,
by delivering written notice of exercise to the Company, specifying the number
of shares to be purchased. Payment of the purchase price may be made by one or
more of the following methods:
          (i) In cash or by certified or bank check or other instrument
acceptable to the Committee;




<PAGE>






          (ii) If permitted by the Committee, in its discretion, in the form of
shares of Stock that are not then subject to restrictions and that have been
owned by the optionee for a period of at least six months. Such surrendered
shares shall be valued at Fair Market Value on the exercise date; or
          (iii) By the optionee delivering to the Company a properly executed
exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company cash or a check payable and acceptable to the Company to
pay the purchase price; provided that in the event the optionee chooses to pay
the purchase price as so provided, the optionee and the broker shall comply with
such procedures and enter into such agreements of indemnity and other agreements
as the Committee shall prescribe as a condition of such payment procedure. The
Company need not act upon such exercise notice until the Company receives full
payment of the exercise price; or
          (iv) By any other means (including, without limitation, by delivery of
a promissory note of the optionee payable on such terms as are specified by the
Committee) which the Committee determines are consistent with the purpose of the
Plan and with applicable laws and regulations.
     The delivery of certificates representing shares of Stock to be purchased
pursuant to the exercise of a Stock Option will be contingent upon receipt from
the Optionee (or a purchaser acting in his stead in accordance with the
provisions of the Stock Option) by the Company of the full purchase price for
such shares and the fulfillment of any other requirements contained in the Stock
Option or imposed by applicable law.
     (e) Non-transferability of Options. Except as the Committee may provide
with respect to a Non-Statutory Stock Option, no Stock Option shall be
transferable other than by will or by the laws of descent and distribution and
all Stock Options shall be exercisable, during the optionee's lifetime, only by
the optionee.
     (f) Annual Limit on Incentive Stock Options. To the extent required for
"incentive stock option" treatment under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the Stock with respect
to which incentive stock options granted under this Plan and any other plan of
the Company or its Subsidiaries become exercisable for the first time by an
optionee during any calendar year shall not exceed $100,000.
     (g) Form of Settlement. Shares of Stock issued upon exercise of a Stock
Option shall be free of all restrictions under the Plan, except as otherwise
provided in this Plan.

SECTION 6. Restricted Stock Awards.

     (a) Nature of Restricted Stock Award. The Committee in its discretion may
grant Restricted Stock Awards to any Eligible Person, entitling the recipient to
acquire, for a purchase price determined by the Committee, shares of Stock
subject to such restrictions and conditions as the Committee may determine at
the time of grant ("Restricted Stock"), including continued employment and/or
achievement of pre-established performance goals and objectives.
     (b) Acceptance of Award. A participant who is granted a Restricted Stock
Award shall have no rights with respect to such Award unless the participant
shall have accepted the Award within sixty (60) days (or such shorter date as
the Committee may specify) following the award date by making payment to the
Company of the specified purchase price, of the shares covered by the Award and
by executing and delivering to the Company a written instrument that sets forth
the terms and conditions applicable to the Restricted Stock in such form as the
Committee shall determine.




<PAGE>






     (c) Rights as a Shareholder. Upon complying with Section 6(b) above, a
participant shall have all the rights of a shareholder with respect to the
Restricted Stock, including voting and dividend rights, subject to
non-transferability restrictions and Company repurchase or forfeiture rights
described in this Section 6 and subject to such other conditions contained in
the written instrument evidencing the Restricted Award. Unless the Committee
shall otherwise determine, certificates evidencing shares of Restricted Stock
shall remain in the possession of the Company until such shares are vested as
provided in Section 6(e) below.
     (d) Restrictions. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein. In the event of termination of employment by the
Company and its Subsidiaries for any reason (including death, Disability, Normal
Retirement and for Cause), the Company shall have the right, at the discretion
of the Committee, to repurchase shares of Restricted Stock with respect to which
conditions have not lapsed at their purchase price, or to require forfeiture of
such shares to the Company if acquired at no cost, from the participant or the
participant's legal representative. The Company must exercise such right of
repurchase or forfeiture within ninety (90) days following such termination of
employment (unless otherwise specified in the written instrument evidencing the
Restricted Stock Award).
     (e) Vesting of Restricted Stock. The Committee at the time of grant shall
specify the date or dates and/or the attainment of pre-established performance
goals, objectives and other conditions on which the non-transferability of the
Restricted Stock and the Company's right of repurchase or forfeiture shall
lapse. Subsequent to such date or dates and/or the attainment of such
preestablished performance goals, objectives and other conditions, the shares on
which all restrictions have lapsed shall no longer be Restricted Stock and shall
be deemed "vested." The Committee at any time may accelerate such date or dates
and otherwise waive or, subject to Section 13, amend any conditions of the
Award.
     (f) Waiver, Deferral and Reinvestment of Dividends. The written instrument
evidencing the Restricted Stock Award may require or permit the immediate
payment, waiver, deferral or investment of dividends paid on the Restricted
Stock.

SECTION 7. Unrestricted Stock Awards.

     (a) Grant or Sale of Unrestricted Stock. The Committee in its discretion
may grant or sell to any Eligible Person shares of Stock free of any
restrictions under the Plan ("Unrestricted Stock") at a purchase price
determined by the Committee. Shares of Unrestricted Stock may be granted or sold
as described in the preceding sentence in respect of past services or other
valid consideration.
     (b) Restrictions on Transfers. The right to receive unrestricted Stock may
not be sold, assigned, transferred, pledged or otherwise encumbered, other than
by will or the laws of descent and distribution.

SECTION 8. Performance Share Awards.

     (a) Nature of Performance Shares. A Performance Share Award is an award
entitling the recipient to acquire shares of Stock upon the attainment of
specified performance goals. The Committee may make Performance Share Awards
independent of or in connection with the granting of any other Award under the
Plan. Performance Share Awards may be granted under the Plan to any Eligible
Person. The Committee in its discretion shall determine whether and to whom
Performance Share Awards shall be made, the performance goals applicable under




<PAGE>






each such Award, the periods during which performance is to be measured, and all
other limitations and conditions applicable to the awarded Performance Shares.

SECTION 9. Stock Appreciation Rights.

     The Committee in its discretion may grant Stock Appreciation Rights to any
Eligible Person (i) alone, or (ii) simultaneously with the grant of a Stock
Option and in conjunction therewith or in the alternative thereto. A Stock
Appreciation Right shall entitle the participant upon exercise thereof to
receive from the Company, upon written request to the Company at its principal
offices (the "Request"), a number of shares of Stock (with or without
restrictions as to substantial risk of forfeiture and transferability, as
determined by the Committee in its sole discretion), an amount of cash, or any
combination of Stock and cash, as specified in the Request (but subject to the
approval of the Committee in its sole discretion, at any time up to and
including the time of payment, as to the making of any cash payment), having an
aggregate Fair Market Value equal to the product of (i) the excess of Fair
Market Value, on the date of such Request, over the exercise price per share of
Stock specified in such Stock Appreciation Right or its related Option,
multiplied by (ii) the number of shares of Stock for which such Stock
Appreciation Right shall be exercised. Notwithstanding the foregoing, the
Committee may specify at the time of grant of any Stock Appreciation Right that
such Stock Appreciation Right may be exercisable solely for cash and not for
Stock.

SECTION 10. Termination of Stock Options and Stock Appreciation Rights.

     (a) Incentive Stock Options:
          (i) Termination by Death. If any participant's employment by the
Company and its Subsidiaries terminates by reason of death, any Incentive Stock
Option owned by such participant may thereafter be exercised to the extent
exercisable at the date of death, by the legal representative or legatee of the
participant, for a period of two (2) years (or such other period as the
Committee shall specify at any time) from the date of death, or until the
expiration of the stated term of the Incentive Stock Option, if earlier.
          (ii) Termination by Reason of Disability or Normal Retirement.
          (A) Any Incentive Stock Option held by a participant whose employment
by the Company and its Subsidiaries has terminated by reason of Disability may
thereafter be exercised, to the extent it was exercisable at the time of such
termination, for a period of one (1) year (or such other period as the Committee
shall specify at any time) from the date of such termination of employment, or
until the expiration of the stated term of the Option, if earlier.
          (B) Any Incentive Stock Option held by a participant whose employment
by the Company and its Subsidiaries has terminated by reason of Normal
Retirement may thereafter be exercised, to the extent it was exercisable at the
time of such termination, for a period of ninety (90) days (or such other period
as the Committee shall specify at any time) from the date of such termination of
employment, or until the expiration of the stated term of the Option, if
earlier.
          (C) The Committee shall have sole authority and discretion to
determine whether a participant's employment has been terminated by reason of
Disability or Normal Retirement.
          (D) Except as otherwise provided by the Committee at the time of
grant, the death of a participant during a period provided in this Section
10(a)(ii) for the exercise of an Incentive Stock Option shall extend such period




<PAGE>






for two (2) years from the date of death, subject to termination on the
expiration of the stated term of the Option, if earlier.
          (iii) Termination for Cause. If any participant's employment by the
Company and its Subsidiaries has been terminated for Cause, any Incentive Stock
Option held by such participant shall immediately terminate and be of no further
force and effect; provided, however, that the Committee may, in its sole
discretion, provide that such Option can be exercised for a period of up to
thirty (30) days from the date of termination of employment or until the
expiration of the stated term of the Option, if earlier.
          (iv) Other Termination. Unless otherwise determined by the Committee,
if a participant's employment by the Company and its Subsidiaries terminates for
any reason other than death, Disability, Normal Retirement or for Cause, any
Incentive Stock Option held by such participant may thereafter be exercised, to
the extent it was exercisable on the date of termination of employment, for
ninety (90) days (or such other period as the Committee shall specify at any
time) from the date of termination of employment or until the expiration of the
stated term of the Option, if earlier.
     (b) Non-Statutory Stock Options and Stock Appreciation Rights. Any
Non-Statutory Stock Option or Stock Appreciation Right granted under the Plan
shall contain such terms and conditions with respect to its termination as the
Committee, in its discretion, may from time to time determine.

SECTION 11. Tax Withholding.

     (a) Payment by Participant. Each participant shall, no later than the date
as of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of any Federal, state, local
and/or payroll taxes of any kind required by law to be withheld with respect to
such income. The Company and its Subsidiaries shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the participant.
     (b) Payment in Shares. A Participant may elect, with the consent of the
Committee, to have such tax withholding obligation satisfied, in whole or in
part, by (i) authorizing the Company to withhold from shares of Stock to be
issued pursuant to an Award a number of shares with an aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the
minimum withholding amount due with respect to such Award, or (ii) transferring
to the Company shares of Stock owned by the participant for a period of at least
six months and with an aggregate Fair Market Value (as of the date the minimum
withholding is effected) that would satisfy the withholding amount due.

SECTION 12. Transfer, Leave of Absence, Etc.

     For purposes of the Plan, the following events shall not be deemed a
termination of employment:
     (i) a transfer to the employment of the Company from a Subsidiary or from
the Company to a Subsidiary, or from one Subsidiary to another;
     (ii) an approved leave of absence for military service or sickness, or for
any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Committee
otherwise so provides in writing.




<PAGE>






SECTION 13. Amendments and Termination.

     The Board may at any time amend or discontinue the Plan and the Committee
may at any time amend or cancel any outstanding Award (or provide substitute
Awards at the same or reduced exercise or purchase price or with no exercise or
purchase price, but such price, if any, must satisfy the requirements which
would apply to the substitute or amended Award if it were then initially granted
under this Plan) for the purpose of satisfying changes in law or for any other
lawful purpose, but no such action shall adversely affect rights under any
outstanding Award without the holder's consent. However, no such amendment,
unless approved by the directors of the Company, shall be effective if it would
cause the Plan to fail to satisfy the incentive stock option requirements of the
Code.

SECTION 14. Status of Plan.

     With respect to the portion of any Award which has not been exercised and
any payments in cash, Stock or other consideration not received by a
participant, a participant shall have no rights greater than those of a general
creditor of the Company unless the Committee shall otherwise expressly determine
in connection with any Award or Awards. In its sole discretion, the Committee
may authorize the creation of trusts or other arrangements to meet the Company's
obligations to deliver Stock or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the provision of the foregoing sentence.

SECTION 15. Change of Control Provisions.

     Upon the occurrence of a Change of Control as defined in this Section 15:
          (i) subject to the provisions of clause (iii) below, after the
effective date of such Change of Control, each holder of an outstanding Stock
Option, Restricted Stock Award, Performance Share Award or Stock Appreciation
Right shall be entitled, upon exercise of such Award, to receive, in lieu of
shares of Stock (or consideration based upon the Fair Market Value of Stock),
shares of such stock or other securities, cash or property (or consideration
based upon shares of such stock or other securities, cash or property) as the
holders of shares of Stock received in connection with the Change of Control;
          (ii) the Committee may accelerate the time for exercise of, and waive
all conditions and restrictions on, each unexercised and unexpired Stock Option,
Restricted Stock Award, Performance Share Award and Stock Appreciation Right,
effective upon a date prior or subsequent to the effective date of such Change
of Control, specified by the Committee; or
          (iii) each outstanding Stock Option, Restricted Stock Award,
Performance Share Award and Stock Appreciation Right may be cancelled by the
Committee as of the effective date of any such Change of Control provided that
(x) notice of such cancellation shall be given to each holder of such an Award
and (y) each holder of such an Award shall have the right to exercise such Award
to the extent that the same is then exercisable or, in full, if the Committee
shall have accelerated the time for exercise of all such unexercised and
unexpired Awards, during the thirty (30) day period preceding the effective date
of such Change of Control.
     (b) "Change of Control" shall mean the occurrence of any one of the
following events:
          (i) any "person" (as such term is used in Sections 13(d) and 14(d)(2)
of the Act) becomes a "beneficial owner" (as such term is defined in Rule 13d-3
promulgated under the Act) (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, or




<PAGE>






any corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of stock of the
Company), directly or indirectly, of securities of the Company representing
fifty percent (50%) or more of the combined voting power of the Company's then
outstanding securities; or
          (ii) the stockholders of the Company approve a merger or consolidation
of the Company with any other corporation or other entity, other than a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than sixty-five percent (65%) of the combined voting
power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or
          (iii) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.

SECTION 16. General Provisions.

     (a) No Distribution; Compliance with Legal Requirements. The Committee may
require each person acquiring shares pursuant to an Award to represent to and
agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof.
     No shares of Stock shall be issued pursuant to an Award until all
applicable securities laws and other legal and stock exchange requirements have
been satisfied. The Committee may require the placing of such stop orders and
restrictive legends on certificates for Stock and Awards as it deems
appropriate.
     (b) Delivery of Stock Certificates. Delivery of stock certificates to
participants under this Plan shall be deemed effected for all purposes when the
Company or a stock transfer agent of the Company shall have delivered such
certificates in the United States mail, addressed to the participant, at the
participant's last known address on file with the Company.
     (c) Other Compensation Arrangements; No Employment Rights. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, subject to stockholder approval if
such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of the Plan or any
Award under the Plan does not confer upon any employee any right to continued
employment with the Company or any Subsidiary.

SECTION 17. Effective Date of Plan.

     The Plan shall become effective upon approval by the board of directors of
the Company; however, no Incentive Stock Option shall be granted unless and
until the Plan is ratified at a meeting of the stockholders of the Company.

SECTION 18. Governing Law.

     This Plan shall be governed by, and construed and enforced in accordance
with, the substantive laws of the State of Colorado without regard to its
principles of conflicts of laws.