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                                                                    EXHIBIT 4.13


                           THE RECOVERY NETWORK, INC.
                          1999 STOCK OPTION BONUS PLAN

                                    ARTICLE I
                                  INTRODUCTION

      1.1 ESTABLISHMENT. THE RECOVERY NETWORK, INC., a Colorado corporation,
hereby establishes the 1999 Stock Option Plan, which permits the grant of stock
options, restricted stock awards, stock appreciation rights, stock units, and
other stock grants to certain directors and key employees of RNET.

      1.2 PURPOSES. The purpose of the Plan is to provide employees with an
incentive to maintain the long term performance and profitability of the
Company.

      1.3 EFFECTIVE DATE. The effective date of the Plan shall be the Effective
Date, which is the date on which it was approved by the Board of Directors of
RNET in accordance with section 422 of the Code.

                                   ARTICLE II
                                   DEFINITIONS

     Throughout the Plan, except when the context indicates otherwise, the
masculine gender shall include the feminine, and the use of any term in the
singular shall include the plural. The following terms shall have the meanings
set forth:

      "Affiliated Corporation"  shall mean any corporation or other entity
(including without limitation a partnership) that is affiliated with RNET
through stock ownership or otherwise and is treated as a common employer under
sections 414(b) and 414(c) of the Code, including without limitation means any
parent or subsidiary of RNET as defined in section 424 of the Code.

      "RNET" shall mean The Recovery Network, Inc., a Colorado corporation, and
any Affiliated Corporation.

      "Award" shall mean an Option, a Restricted Stock Award, a Stock
Appreciation Right, a Stock Unit, a grant of Shares pursuant to article XI, or
another issuance of Shares hereunder.

      "Board" shall mean the board of directors of RNET.

      "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.
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      "Committee" shall mean members of the Finance & Compensation Committee of
the Board who are empowered hereunder to take action in the administration of
the Plan, except that the full Board shall act as the Committee with respect to
any matter in its sole discretion.

      "Disabled" or "Disability" shall have the meaning set forth in section
22(e)(3) of the Code.

      "Effective Date" shall mean May 11, 1999.

      "Eligible Parties" shall mean employees of RNET.

      "Fair Market Value" of a Share shall mean its fair market value as
determined by the Committee in good faith in accordance with section 422 of the
Code.

      "Incentive Option" shall mean an Option designated as such and granted in
accordance with section 422 of the Code.

      "Non-Qualified Option" shall mean any Option other than an Incentive
Option.

      "Option" shall mean a right to purchase Shares at a stated or formula
price for a specified period of time and shall be either an Incentive Option or
a Non-Qualified Option.

      "Option Certificate" shall mean a written stock option certificate issued
by RNET in the name of the Option Holder and in such form as may be approved by
the Committee. An Option Certificate shall incorporate and conform to the
conditions set forth in section 7.2 and other terms and conditions consistent
with the Plan as the Committee may deem appropriate.

      "Option Holder" shall mean a Participant who has been granted one or more
Options.

      "Option Price" shall mean the price at which Shares subject to an Option
may be purchased, as determined in accordance with section 7.2(b).

      "Participant" shall mean an Eligible Party designated by the Committee
from time to time during the term of the Plan to receive one or more Awards.

      "Plan" shall mean this 1999 Stock Option Plan.

      "Restricted Stock Award" shall mean an Award of Shares granted pursuant to
article VIII that is subject to restrictions imposed in article VIII.

      "Share" shall mean a share of the Common Stock, par value $0.01 per share,
of RNET.

      "Stock Appreciation Right" shall mean the right, granted by the Committee
pursuant to the Plan, to receive a payment equal to the increase in the Fair
Market Value of a Share subsequent to the grant of such right. A Stock
Appreciation Right may entitle a Participant to


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receive a number of Shares (without any payment to RNET, except for applicable
withholding taxes), cash, or Shares and cash, as determined by the Committee in
accordance with section 10.3.

      "Stock Unit" shall mean a measurement component equal to the Fair Market
Value of a Share on the date of determination.

                                   ARTICLE III
                                 ADMINISTRATION

      The Plan shall be administered by the Board or a Committee of the Board.
Consistent with the Plan, the Committee in its sole discretion shall select
Participants from among the Eligible Parties, shall determine Awards, the number
of Stock Units, Stock Appreciation Rights, or Shares to be subject to Awards,
and the time at which Awards are to be made, shall fix the Option Price and the
period and manner in which an Option becomes exercisable, and shall establish
the duration and nature of the restrictions in Restricted Stock Awards, the
terms and conditions applicable to Stock Units, and such other terms and
requirements of the compensation incentives under the Plan as the Committee may
deem necessary or desirable. The Committee shall determine the form or forms of
the agreements with Participants that evidence the particular provisions, terms,
conditions, rights, and duties of RNET and the Participants with respect to
Awards, which provisions need not be identical except as may be provided herein.
The Committee may from time to time adopt such rules and regulations to carry
out the purposes of the Plan as it may deem proper and in the best interests of
RNET. The Committee in its sole discretion 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 deems expedient. No member of
the Committee shall be liable for any action or determination made in good
faith. The determinations, interpretations, and other actions of the Committee
pursuant to the Plan shall be binding and conclusive for all purposes.


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                                   ARTICLE IV
                                 SUBJECT SHARES

      4.1 NUMBER. The number of Shares that are authorized for issuance under
the Plan shall not exceed 450,000. This number may be increased from time to
time by the Board, with the approval of the shareholders of RNET if, in the
opinion of counsel to RNET, shareholder approval is required. Shares that may be
issued upon exercise of Options or Stock Appreciation Rights or that are issued
with respect to Stock Units or as Restricted Stock Awards, incentive
compensation, or other grants under the Plan shall reduce the number of Shares
available for issuance under the Plan. RNET shall at all times during the term
of the Plan and while any Options or Stock Units are outstanding reserve as
authorized but unissued at least the number of Shares from time to time required
under the Plan. Any Shares subject to an Option that expires or is terminated
before exercise shall become available for issuance under the Plan.

      4.2 ADJUSTMENTS FOR STOCK SPLIT, STOCK DIVIDEND, ETC. If at any time RNET
increases or decreases the number of Shares outstanding or changes the rights
and privileges of such Shares through the payment of a stock dividend, the
making of any other distribution payable in Shares, a stock split, subdivision,
consolidation, or combination of Shares, or a reclassification or
recapitalization involving the Shares, then the numbers, rights, and privileges
of Shares as to which Awards may be granted and Shares then subject to an Award
shall be increased, decreased, or changed in like manner as if such Shares had
been issued and outstanding.

      4.3 OTHER DISTRIBUTIONS AND CHANGES. If at any time (a) RNET distributes
with respect to the Shares assets or securities of persons other than RNET
(excluding cash or distributions described in section 4.3), or (b) RNET grants
to the holders of its Shares generally rights to subscribe pro rata for
additional Shares or other securities of RNET, or (c) any other change (except
as described in section 4.2) occurs in the number or kind of outstanding Shares
or other securities into which the Shares are changed or for which they are
exchanged, and if the Committee in its discretion determines that such event
equitably requires an adjustment in the number or kind of Shares subject to an
Award, an adjustment in an Option Price, or the taking of other action by the
Committee, including without limitation the setting aside of property for
delivery to the Participant upon the exercise of an Option or the full vesting
of an Award, then such adjustments shall be made and such other action shall be
taken by the Committee and shall be effective for all purposes and on each
outstanding Award affected. Notwithstanding the foregoing and pursuant to
section 8.3, a Participant holding Shares received as a Restricted Stock Award
shall have the right to receive all amounts, including cash and property of any
kind, distributed with respect to the Shares upon becoming a holder of record of
the Shares.

      4.5 GENERAL ADJUSTMENT RULES. No adjustment or substitution provided for
in this article IV shall require RNET to issue a fractional Share, and the total
substitution or adjustment with respect to each Award shall be limited by
deleting any fractional Share. In such case, the total Option Price for Shares
then subject to an Option shall remain unchanged, but the Option Price per Share
shall be equitably adjusted by the Committee to reflect the greater or lesser
number of Shares or other securities into which the Shares subject to the Option
may have been


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changed. Appropriate adjustments shall be made to other Awards to reflect any
such substitution or adjustment. All adjustments under this article IV shall be
made by the Committee, whose determination shall be final and binding upon all
parties.

                                    ARTICLE V
                            CORPORATE REORGANIZATION

      5.1 REORGANIZATION. Upon the occurrence of any of the following events, if
the notice provided in section 5.2 has been given, the Plan and all outstanding
Options shall terminate and be of no further force and effect, and all other
outstanding Awards shall be treated in accordance with sections 5.2 and 5.3,
without the necessity for any additional action by the Board or RNET:

            (a) the merger or consolidation of RNET with or into another
      corporation or other reorganization (other than a reorganization under the
      United States Bankruptcy Code) of RNET (other than a consolidation,
      merger, or reorganization in which RNET is the surviving corporation and
      which does not result in any reclassification or change of outstanding
      Shares);

            (b) the sale or conveyance of the property of RNET as an entirety or
      substantially as an entirety (other than a sale or conveyance in which
      RNET continues as holding company of an entity or entities that conduct
      the business or business formerly conducted by RNET); or

            (c) the dissolution or liquidation of RNET.

      5.2 REQUIRED NOTICE. At least 30 days' written notice of an event
described in section 5.1 shall be given by RNET to each Option Holder and
Participant unless (a) in the case of events described in sections 5.1(a) and
5.1(b), RNET or the successor or purchaser shall make adequate provision for the
assumption of the outstanding Options or the substitution of new options on
comparable terms, except that an Option Holder shall have the right thereafter
to purchase the kind and amount of securities or property or cash receivable
upon such event by a holder of the number of Shares that would have been
received upon exercise of the Option immediately prior to the occurrence of such
event (assuming that such holder failed to exercise any rights of election and
received per Share the kind and amount of property received per Share by the
holders of a majority of the non-electing Shares) or (b) RNET or the successor
or purchaser shall make adequate provision for the adjustment of outstanding
Awards other than Options so that such Awards shall entitle the Participant to
receive the kind and amount of securities or property or cash receivable upon
such event by a holder of the number of Shares that would have been received
with respect to such Award immediately prior to the occurrence of such event
(assuming that such holder failed to exercise any rights of election and
received per share the kind and amount of property received per Share by the
holders of a majority of the nonelecting Shares). This article V shall
similarly apply to successive mergers, consolidations, reorganizations, sales,
or conveyances. Notice shall be deemed to have been given when


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delivered personally to a Participant or when mailed to a Participant by
certified mail, postage prepaid, at such Participant's address last known to
RNET.

      5.3 ACCELERATION OF EXERCISE. Participants notified in accordance with
section 5.2 may exercise their Options at any time before the occurrence of the
event requiring the giving of notice (but subject to occurrence of such event),
regardless of whether all conditions of exercise relating to length of service,
attainment of financial performance goals, or otherwise have been satisfied.
Upon the giving of notice in accordance with section 5.2, all restrictions with
respect to Restricted Stock Awards and other Awards shall lapse immediately, all
Stock Units shall become payable immediately, and all Stock Appreciation Rights
shall become exercisable. Any Options, Stock Appreciation Rights, or Stock Units
that are not assumed or substituted under section 5.2(a) or 5.2(b) and that have
not been exercised prior to the event described in section 5.1 shall
automatically terminate upon the occurrence of such event.

      5.4 LIMITATION ON PAYMENTS. If this article V would result in the receipt
by any Participant of a payment within the meaning of section 2806 of the Code
and the regulations promulgated thereunder and if the receipt of such payment by
any Participant would, in the opinion to counsel to RNET, result in the payment
by such Participant of any excise tax provided for in sections 2806 and 4999 of
the Code, then the amount of such payment shall be reduced to the extent
required, in the opinion of independent tax counsel, to prevent the imposition
of such excise tax, except that the Committee, in its sole discretion, may
authorize the payment of all or part of the amount of such reduction to the
Participant.

                                   ARTICLE VI
                                  PARTICIPATION

      Participants shall be those Eligible Parties who, in the judgment of the
Committee, are performing, or during the term of their incentive arrangement
will perform, vital services in the management, operation, and development of
RNET or an Affiliated Corporation and contribute significantly, or are expected
to contribute significantly, to the achievement of long-term corporate economic
objectives. Participants may be granted from time to time one or more Awards,
except that the grant of each Award shall be separately approved by the
Committee, and receipt of one Award shall not result in automatic receipt of any
other Award. Upon determination by the Committee that an Award is to be granted
to a Participant, written notice shall be given specifying the terms,
conditions, rights, and duties related thereto. Each Participant shall, if
required by the Committee, enter into an agreement with RNET, in such form as
the Committee shall determine consistent with the Plan specifying such terms,
conditions, rights, and duties. Awards shall be deemed to be granted as of the
date specified in the grant resolution of the Committee, which date shall be the
date of any related agreement with the Participant. In the event of any
inconsistency between the Plan and any such agreement, the provisions of the
Plan shall govern.


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                                   ARTICLE VII
                                     OPTIONS

      7.1 GRANT OF OPTIONS. Coincident with or following designation for
participation in the Plan, a Participant may be granted one or more Options. The
Committee in its sole discretion shall designate whether an Option is an
Incentive Option or a Non-Qualified Option. The Committee may grant both an
Incentive Option and a Non-Qualified Option to a Participant at the same time or
at different times. Incentive Options and Non-Qualified Options, whether granted
at the same time or at different times, shall be deemed to have been awarded in
separate grants and shall be clearly identified, and in no event shall the
exercise of one Option affect the right to exercise any other Option or affect
the number of Shares for which any other Option may be exercised, except as
provided in section 7.2(b).

      7.2 OPTION CERTIFICATE. Each Option granted under the Plan shall be
evidenced by an Option Certificate, incorporating and conforming to the
following:

            (a) Number of Shares. Each Option Certificate shall state that it
covers a specified number of Shares, as determined by the Committee. The maximum
number of Shares subject to Options granted to any one Participant during the
term of the Plan shall be 500,000 Shares.

            (b) Price. The price at which each Share may be purchased shall be
determined in each case by the Committee and set forth in the Option
Certificate, but in no event shall the price be less than 100 percent of the
Fair Market Value of the Shares on the date of grant.

            (c) Duration of Options; Restrictions on Exercise. Each Option
Certificate shall state the period, as determined by the Committee, within which
the Option may be exercised. Such period shall end no more than ten years from
the date the Option is granted. The Option Certificate shall also set forth such
restrictions on exercise of the Option during such period, if any, as may be
determined by the Committee. No Option may be exercised for at least six months
after the date of grant. Each Option shall become exercisable over such period
of time, if any, or upon such events, as may be determined by the Committee.

        (d) Termination of Service, Death, Disability, etc. The Committee
may specify the period, if any, after which an Option may be exercised following
termination of the Option Holder's employment or service as a director. The
effect of this section 7.2(d) shall be limited to determining the consequences
of a termination, and nothing in this section 7.2(d) shall restrict or otherwise
interfere with RNET's discretion with respect to the termination of any
individual's employment or the shareholders' discretion with respect to the
election of directors. If the Committee does not otherwise specify, the
following shall apply:

                  (i) If the employment or service of the Option Holder
      terminates for any reason other than death or Disability within six months
      after the date the Option is granted or if the employment or service of
      the Option Holder is terminated within the


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      Option Period for "cause," as determined by RNET, the Option shall
      thereafter be void for all purposes. As used in this section 7.2(d),
      "cause" shall mean a gross violation, as determined by RNET, of RNET's
      established policies and procedures or willful misconduct.

                  (ii) The Option may be exercised by the Option Holder if he
      becomes Disabled, and the Option may by the persons specified in section
      7.2(d)(iv) if the Option Holder dies, within one year following his
      Disability (except that exercise shall occur during the duration of the
      Option) but not thereafter. In any such case, the Option may be exercised
      only as to Shares as to which it had become exercisable on or before the
      date of the termination of the Option Holder's employment because of
      Disability or death.

                  (iii) If the Option Holder is no longer a director of RNET or
      employed by RNET or an Affiliated Corporation during the duration of the
      Option for any reason other than "cause," Disability or death, and such
      termination occurs more than six months after the Option is granted, the
      Option may be exercised by the Option Holder within three months following
      the date of such termination (except that such exercise shall occur during
      the duration of the Option) but not thereafter. In any such case, the
      Option may be exercised only as to the shares as to which the Option had
      become exercisable on or before the date of termination of employment.

                  (iv) If the Option Holder dies during the duration of the
      Option while still employed or within the one-year period referred to in
      section 7.2(d)(ii) or the three-month period referred to in section
      7.2(d)(iii), the Option may be exercised by those entitled to do so under
      the Option Holder's will or by the laws of descent and distribution.

            (e) Transferability. No Option shall be transferable by the Option
Holder except by will or the laws of descent and distribution. Each Option is
exercisable during the Option Holder's lifetime only by him, or in the event of
Disability or incapacity, by his guardian or legal representative.

            (f) Consideration for Grant of Option. Each Option Holder agrees to
remain in the service of RNET as a director or in the employment of RNET, at the
pleasure of RNET, for a continuous period of at least one year after the date
the Option is granted, and in the case of an employee at the salary rate in
effect on the date of the Option Certificate or at such changed rate as may be
fixed from time to time by RNET. Nothing in this paragraph shall limit or impair
RNET's right to terminate the employment of any employee or the shareholders'
rights with respect to the election of directors.

            (g) Manner of Exercise. An Option shall be exercised by delivery to
RNET of written notice specifying the number of Shares with respect to which
such Option is exercised. The purchase of such Shares shall take place at the
principal offices of RNET within 30 days following delivery of such notice, at
which time the Option Price of the Shares with respect to which the Option is
exercised shall be paid in full by any of the methods set forth below or a
combination thereof. Except as set forth in the next sentence, the Option shall
be exercised when


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the Option Price for the number of Shares as to which the Option is exercised is
paid to RNET in full. If the Option Price is paid by means of a broker's loan
transaction as described in section 7.2(h)(iv), in whole or in part, the closing
of the purchase of the Shares under the Option shall take place (and the Option
shall be treated as exercised) on the date on which, and only if, the sale of
Shares upon which the broker's loan was based has been closed and settled,
unless the Option Holder makes an irrevocable written election at the time of
exercise of the Option to have the exercise treated as fully effective for all
purposes upon receipt of the Option Price by RNET, regardless of whether the
sale of the Shares by the broker is closed and settled. A properly executed
certificate or certificates representing the Shares shall be delivered to or at
the direction of the Option Holder upon payment therefor. If Options on less
than all Shares subject to an Option are exercised, RNET shall deliver a new
Option Certificate evidencing the Option on the remaining Shares.

            (h) Payment. The Option Price for the Shares as to which the Option
is exercised shall be paid by any of the following methods or any combination of
the following methods at the election of the Option Holder, or by any other
method approved by the Committee upon the request of the Option Holder:

                  (i) in cash;

                  (ii) by certified, cashier's check, or other check acceptable
      to RNET, payable to the order of RNET;

                  (iii) by delivery of certificates representing a number of
      Shares then owned by the Option Holder, the Fair Market Value of which on
      the date of delivery of the certificates at least equals the Option Price
      for the Shares as to which the Option is exercised, properly endorsed for
      transfer to RNET, except that no Option may be exercised by delivery to
      RNET of certificates representing Shares held by the Option Holder for
      less than six months; or

                  (iv) by delivery of a properly executed notice of exercise,
      together with irrevocable instructions to a broker to deliver to RNET
      promptly the amount of the proceeds of the sale of all or part of the
      Shares or of a loan from the broker to the Option Holder in an amount
      sufficient to pay the Option Price for the Shares as to which the Option
      is exercised.

            (i) Date of Grant. An Option shall be deemed to be granted on the
date specified in the grant resolution of the Committee.

            (j) Issuance of Additional Option. If an Option Holder pays all or
part of the exercise price of an Option with Shares, or pays all or any part of
the applicable withholding taxes with respect to the exercise of an Option with
Shares that has been held by the Option Holder for more than a period (no
shorter than six months) to be determined by the Committee, the Committee in its
sole discretion may grant to such Option Holder a new Option covering the number
of shares of Shares used to pay such exercise price or withholding tax. The new
Option


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shall have an Option Price per Share equal to the Fair Market Value of a Share
on the date of exercise of the exercised Option and shall encompass the same
terms and conditions as the exercised option, except as otherwise provided by
the Committee in its sole discretion.

      7.3 RESTRICTIONS ON INCENTIVE OPTIONS. The aggregate Fair Market Value of
the Shares with respect to which Incentive Options are exercisable for the first
time by an Option Holder in any calendar year, under the Plan or otherwise,
shall not exceed $100,000. For this purpose, the Fair Market Value of the Shares
shall be determined as of the date of grant of the Option. Incentive Options
granted to an Option Holder who is the holder of record of 10 percent or more of
the outstanding capital stock of RNET shall have an Option Price equal to 110
percent of the Fair Market Value of the Shares on the date of grant of the
Option, and the Option Period for any such Option shall not exceed five years.

      7.4 SHAREHOLDER PRIVILEGES. No Option Holder shall have any rights as a
shareholder with respect to any Shares subject to an Option until the Option
Holder becomes the holder of record of such Shares. No adjustments shall 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 Shares, except as provided in article IV.

                                  ARTICLE VIII
                             RESTRICTED STOCK AWARDS

      8.1 GRANT. Coincident with or following designation for participation in
the Plan, the Committee may grant a Participant one or more Restricted Stock
Awards as may be determined by the Committee.

      8.2 RESTRICTIONS. A Restricted Stock Award shall be subject to such
restrictions, including without limitation a Participant's continuous service as
a director or continuous employment by RNET or an Affiliated Corporation for a
restriction period specified by the Committee or the attainment of specified
performance goals and objectives determined by the Committee with respect to
such Award. The Committee in its sole discretion may require different periods
of employment or different performance goals and objectives with respect to
different Participants, to different Restricted Stock Awards, or to separate,
designated portions of the Shares comprising a Restricted Stock Award. In the
event of the death or Disability of a Participant, or the retirement of a
Participant in accordance with RNET's established retirement policy, all
employment period and other restrictions applicable to a Restricted Stock Award
shall lapse with respect to a pro rata portion of such Restricted Stock Award
based on the ratio between the number of full months of employment completed at
the time of termination of employment from the grant of the Restricted Stock
Award and the total number of months of employment required for such Restricted
Stock Award to be fully nonforfeitable, and such portion of the Restricted Stock
Award shall become fully nonforfeitable. The remaining portion of such
Restricted Stock Award shall be forfeited and immediately returned to RNET. In
the event of a Participant's termination of employment for any other reason, any
Restricted Stock Awards as to which the employment period or other restrictions
have not been satisfied (or


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waived or accelerated as provided herein) shall be forfeited, and all Shares
related thereto shall be immediately returned to RNET.

      8.3 PRIVILEGES OF A SHAREHOLDER; TRANSFERABILITY. A Participant shall have
all voting, dividend, liquidation, and other rights with respect to Shares
received a Restricted Stock Award under this article VIII upon his becoming the
holder of record of such Shares, except that the Participant's right to sell,
encumber, or otherwise transfer such Shares shall be subject to the limitations
of section 13.2.

      8.4 ENFORCEMENT OF RESTRICTIONS. The Committee shall cause a legend to be
placed on the certificates evidencing Shares issued pursuant to a Restricted
Stock Award referring to the restrictions provided by sections 8.2 and 8.3 and,
in addition, may in its sole discretion require the Participant to keep the
certificates evidencing such Shares, duly endorsed, in the custody of RNET or a
third party while the restrictions remain in effect.

                                   ARTICLE IX
                                   STOCK UNITS

      Coincident with or following designation for participation in the Plan,
the Committee may grant a Participant one or more Stock Units as may be
determined by the Committee. The number of Stock Units, the goals and objectives
to be satisfied with respect to each grant of Stock Units, the time and manner
of payment for each Stock Unit, and the other terms and conditions applicable to
a grant of Stock Units shall be determined by the Committee.

                                    ARTICLE X
                            STOCK APPRECIATION RIGHTS

      10.1 GRANT. Coincident with or following designation for participation in
the Plan, the Committee may grant a Participant one or more Stock Appreciation
Rights as may be determined by the Committee. The Committee shall determine at
the time of grant the period during which the Stock Appreciation Right may be
exercised, which period may not commence until six months after the date of
grant.

      10.2 EXERCISE. If a Stock Appreciation Right is issued in tandem with an
Option, except as may otherwise be provided by the Committee, the Stock
Appreciation Right shall be exercisable during the period that its related
Option is exercisable. A Participant desiring to exercise a Stock Appreciation
Right shall give written notice stating the proportion of Shares and cash that
the Participant desires to receive pursuant to the Stock Appreciation Right
exercised. Within 30 days after receipt of the notice, RNET shall deliver to the
Participant a certificate or certificates for Shares and/or a cash payment in
accordance with section 10.3. The date on which RNET receives the written notice
shall be deemed the exercise date.


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      10.3 NUMBER OF SHARES OR AMOUNT OF CASH. Subject to the discretion of the
Committee to substitute cash for Shares or Shares for cash, the number of Shares
to be issued pursuant to the exercise of a Stock Appreciation Right shall be
determined by dividing (a) the total number of Shares as to which the Stock
Appreciation Right is exercised, multiplied by the amount by which the Fair
Market Value of a Share on the exercise date exceeds the Fair Market Value of a
Share on the date of grant of the Stock Appreciation Right, by (b) the Fair
Market Value of a Share on the exercise date. Fractional shares shall not be
issued, and in lieu thereof a cash adjustment shall be paid. In lieu of issuing
Shares upon the exercise of a Stock Appreciation Right, the Committee in its
sole discretion may elect to pay the cash equivalent of the Fair Market Value of
the Shares on the exercise date for any or all Shares that would otherwise be
issuable upon exercise of the Stock Appreciation Right.

      10.4 EFFECT OF EXERCISE. If a Stock Appreciation Right is issued in tandem
with an Option, the exercise of the Stock Appreciation Right or the related
Option shall result in an equal reduction in the number of corresponding Stock
Appreciation Rights and Shares subject to the related Option.

      10.5 TERMINATION OF EMPLOYMENT. Upon a Participant's termination of
service as a director or employment, any Stock Appreciation Rights then held by
such Participant shall be exercisable within the time periods, and upon the same
conditions with respect to the reasons for termination of employment, as are
specified in section 7.2(d) with respect to Options.

                                   ARTICLE XI
                               OTHER STOCK GRANTS

      From time to time during the duration of this Plan, the Committee in its
sole discretion may adopt one or more incentive compensation arrangements for
Participants pursuant to which the Participants may acquire shares of Shares by
purchase, outright grant, or otherwise. Any such arrangements shall be subject
to the general provisions of this Plan, and all Shares issued pursuant to such
arrangements shall be issued under this Plan.

                                   ARTICLE XII
                             RIGHTS OF PARTICIPANTS

      12.1 EMPLOYMENT. Nothing contained in the Plan or any Award shall confer
upon any Participant any right with respect to the continuation of his
employment by RNET or an Affiliated Corporation, or interfere in any way with
the right of RNET or an Affiliated Corporation, 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 the Participant from
the rate in existence at the time of the grant of an Award. Whether an
authorized leave of absence, or absence in military or government service, shall
constitute a termination of employment shall be determined by the Committee at
the time.


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<PAGE>   13
      12.2 TRANSFERABILITY. No right or interest of any Participant in an Award
shall be assigned or transferred during the lifetime of the Participant,
voluntarily or involuntarily, or 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 a Participant's death, his
rights and interests in Awards shall, to the extent provided in the Plan, be
transferable by will or the laws of descent and distribution, and payment of any
amounts due under the Plan shall be made to, and exercise of any Options may be
made by, the Participant's legal representatives, heirs, or legatees. If in the
opinion of the Committee a person entitled to payments or to exercise rights
with respect to the Plan is disabled from caring for his affairs because of
mental condition, physical condition, or age, payment due such person may be
made to, and such rights shall be exercised by, such person's guardian,
conservator, or other legal personal representative upon furnishing the
Committee with evidence satisfactory to the Committee of such status.

      12.3 NO PLAN FUNDING. Obligations to Participants under the Plan shall not
be funded, trusteed, insured, or secured in any manner. Participants shall have
no security interest in any assets of RNET or any Affiliated Corporation and
shall be only general creditors of RNET.

                                  ARTICLE XIII
                                     GENERAL

      13.1 INVESTMENT REPRESENTATIONS. RNET may require any Participant, as a
condition of exercising an Option or a Stock Appreciation Right or receiving a
Restricted Stock Award, Stock Unit, or grant of Shares, to give written
assurances in substance and form satisfactory to RNET that he is acquiring the
Shares for his own account for investment purposes and not with a present
intention of selling or otherwise distributing the same and to such other effect
as RNET deems necessary or appropriate in order to comply with applicable
securities laws.

      13.2 SECURITIES LAWS. (a) Each Award shall be subject to the requirement
that, if at any time RNET determines that the listing, registration, or
qualification of the Shares subject to such Award 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 Award may not be
accepted or exercised in whole or in part unless such listing, registration,
qualification, consent, or approval has been effected or obtained on conditions
acceptable to the Committee. Nothing herein shall be deemed to require RNET to
apply for or to obtain such listing, registration, or qualification.

            (b) If a Participant is an officer or director of RNET within the
meaning of section 16 of the Securities Exchange Act of 1934, then to the extent
that section 16 is applicable, Awards shall be subject to all conditions
required under Rule 16b-3 or any successor rule to qualify the Award for an
exception from the provisions of section 16(b). Such conditions shall be set
forth in the agreement with the Participant which describes the Award.


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<PAGE>   14

      13.3 CHANGES IN ACCOUNTING RULES. Notwithstanding any other provision of
the Plan to the contrary, if, during the term of the Plan, any changes in the
financial or tax accounting rules applicable to Awards occurs which, in the sole
judgment of the Committee, may have a material adverse effect on the reported
earnings, assets, or liabilities of RNET, the Committee shall have the right and
power to modify as necessary any then outstanding Awards as to which the
applicable employment or other restrictions have not been satisfied.

      13.4 OTHER EMPLOYEE BENEFITS. The amount of any compensation deemed to be
received by a Participant as a result of the exercise of an Option or Stock
Appreciation Right, the sale of shares received upon such exercise, the vesting
of any Restricted Stock Award, distributions with respect to Stock Units, or the
grant of Shares shall not constitute "earnings" or " compensation" with respect
to which any other employee benefits of such Participant are determined,
including without limitation benefits under any pension, profit sharing, life
insurance, or salary continuation plan.

      13.5 PLAN AMENDMENT, MODIFICATION, AND TERMINATION. The Committee may at
any time terminate, and from time to time may amend or modify the Plan, except
that no amendment or modification may become effective without approval of the
shareholders if shareholder approval is required to enable the Plan to satisfy
any applicable statutory or regulatory requirements, or if RNET on the advice of
counsel determines that shareholder approval is otherwise necessary or
desirable. No amendment, modification, or termination of the Plan shall
adversely affect any Award theretofore granted without the consent of the
Participant holding such Award.

      13.6 WITHHOLDING. (a) Requirement. RNET's obligation to deliver Shares
upon the exercise of any Option or Stock Appreciation Right, the vesting of any
Restricted Stock Award, payment with respect to Stock Units, or a grant of
Shares shall be subject to the Participant's satisfaction of all applicable
federal, state, and local income and other tax withholding requirements.

            (b) Withholding with Shares. At the time an Award is granted, the
Committee in its sole discretion may grant the Participant an election to pay
all or part of such tax withholding by electing to transfer to RNET, or to have
RNET withhold from Shares otherwise issuable to the Participant, Shares having a
Fair Market Value on the date of withholding equal to the amount required to be
withheld or such lesser amount as may be elected by the Participant. All
elections shall be subject to the approval or disapproval of the Committee. Any
such election by a Participant (a) shall be made prior to the date of
withholding, (b) shall be irrevocable, and (c) if the Participant is an officer
or director of RNET within the meaning of section 16 of the Securities Exchange
Act of 1934, then to the extent that section 16 is applicable the Participant
shall satisfy the requirements of section 16 and any applicable rules
thereunder.

            (c) Withholding for Non-Qualified Options. Upon exercise of a
NonQualified Option, the Option Holder shall make appropriate arrangements with
RNET to provide for the amount of additional withholding required by sections
3102 and 3402 of the Code and


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<PAGE>   15
applicable state income tax laws, including payment of such taxes through
delivery of Shares or by withholding Shares to be issued under the Option.

            (d) Withholding for Incentive Options. If an Option Holder makes a
disposition (as defined in section 424(c) of the Code) of any Shares acquired
pursuant to the exercise of an Incentive Option before the expiration of two
years from the date on which the Incentive Option was granted or prior to the
expiration of one year from the date on which the Option was exercised, the
Option Holder shall send written notice to RNET at its principal office of the
date of such disposition, the number of Shares disposed of, the amount of
proceeds received from such disposition, and any other information relating to
such disposition as RNET may reasonably request. The Option Holder shall then
make appropriate arrangements with RNET to provide for the amount of additional
withholding, if any, required by sections 3102 and 3402 of the Code and
applicable state income tax laws.

      13.7 GOVERNING LAW. The Plan and all agreements hereunder shall be
construed in accordance with and governed by the laws of the State of Colorado.

      13.8 DURATION. Unless sooner terminated by the Board, the Plan shall
terminate on May 11, 2003, and no Award shall be made after such termination.
Awards outstanding at the time of Plan termination may continue to be exercised,
or become free of restrictions, or be paid in accordance with their terms.


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