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EXHIBIT 4.1

SHAREHOLDERS EQUITY INCENTIVE PLAN




                              EnvironMax.com, Inc.
                           2000 EQUITY INCENTIVE PLAN
                    (As Adopted and Effective March 15, 2000)

1.      INTRODUCTION.

        The Plan was adopted by the Board on and effective as of March 15, 2000.
        The purpose of the Plan is to promote the long-term success of the
        Company and the creation of stockholder value by (a) encouraging
        Employees, Outside Directors and Consultants to focus on critical
        long-range objectives, (b) encouraging the attraction and retention of
        Employees, Outside Directors and Consultants with exceptional
        qualifications and (c) linking Employees, Outside Directors and
        Consultants directly to stockholder interests through increased stock
        ownership. The Plan seeks to achieve this purpose by providing for
        Awards in the form of Restricted Shares, Stock Units, Options (which may
        constitute incentive stock options or nonstatutory stock options) or
        stock appreciation rights. The Plan shall be governed by, and construed
        in accordance with, the laws of the State of Utah (except their
        choice-of-law provisions).

2.      ADMINISTRATION.

        2.1     COMMITTEE COMPOSITION.

        The Plan shall be administered by the Committee. The Committee shall
        consist exclusively of two or more directors of the Company, who shall
        be appointed by the Board. In addition, the composition of the Committee
        shall satisfy: (a) such requirements as the Securities and Exchange
        Commission may establish for administrators acting under plans intended
        to qualify for exemption under Rule 16b-3 (or its successor) under the
        Exchange Act; and (b) such requirements as the Internal Revenue Service
        may establish for outside directors acting under plans intended to
        qualify for exemption under section 162(m)(4)(C) of the Code.

        2.2     COMMITTEE RESPONSIBILITIES.

        The Committee shall (a) select the Employees, Outside Directors and
        Consultants who are to receive Awards under the Plan, (b) determine the
        type, number, vesting requirements and other features and conditions of
        such Awards, (c) interpret the Plan and (d) make all other decisions
        relating to the operation of the Plan. The Committee may adopt such
        rules or guidelines as it deems appropriate to implement the Plan. The
        Committee's determinations under the Plan shall be final and binding on
        all persons.

        2.3     COMMITTEE FOR NON-OFFICER GRANTS.

        The Board may also appoint a secondary committee of the Board, which
        shall be composed of one or more directors of the Company who need not
        satisfy the requirements of Section 2.1. Such secondary committee may
        administer the Plan with respect to Employees and Consultants who are
        not considered officers or directors of the Company under section 16 of
        the Exchange Act, may grant Awards under the Plan to such Employees and
        Consultants and may determine all features and conditions of such
        Awards. Within the limitations of this Section 2.3, any reference in the
        Plan to the Committee shall include such secondary committee.

3.      SHARES AVAILABLE FOR GRANTS.

        3.1     BASIC LIMITATION.

        Common Shares issued pursuant to the Plan may be authorized but unissued
        shares or treasury shares. The aggregate number of Options, SARs, Stock
        Units and Restricted Shares awarded under the Plan shall not exceed (a)
        2,210,000 plus (b) the additional Common Shares described in Sections
        3.2, 3.3, and 3.4. The limitations of this Section 3.1 and Section 3.2
        shall be subject to adjustment pursuant to Section 11.

        3.2     ANNUAL INCREASE IN SHARES.

        As of January 1 of each year, commencing with the year 2001, the
        aggregate number of Options, SARs, Stock Units and Restricted Shares
        that may be awarded under the Plan shall automatically increase by a
        number equal to the lesser of (a) 5% of the total number of Common
        Shares then outstanding or (b) 250,000.

        3.3     ADDITIONAL SHARES.


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        If Restricted Shares or Common Shares issued upon the exercise of
        Options are forfeited, then such Common Shares shall again become
        available for Awards under the Plan. If Stock Units, Options or SARs are
        forfeited or terminate for any other reason before being exercised, then
        the corresponding Common Shares shall again become available for Awards
        under the Plan. If Stock Units are settled, then only the number of
        Common Shares (if any) actually issued in settlement of such Stock Units
        shall reduce the number available under Section 3.1 and the balance
        shall again become available for Awards under the Plan. If SARs are
        exercised, then only the number of Common Shares (if any) actually
        issued in settlement of such SARs shall reduce the number available
        under Section 3.1 and the balance shall again become available for
        Awards under the Plan. The foregoing notwithstanding, the aggregate
        number of Common Shares that may be issued under the Plan upon the
        exercise of ISOs shall not be increased when Restricted Shares or other
        Common Shares are forfeited.

        3.4     UNISSUED SHARES UNDER PRIOR PLAN.

        Any Common Shares available for issuance under the terms of the
        Company's prior stock option plans, if any (the "Prior Plan") may, in
        the Committee's discretion, be made available for Awards under the Plan
        (except for Awards that are ISOs), provided that the number of Common
        Shares available under the Prior Plan is correspondingly reduced.

        3.5     DIVIDEND EQUIVALENTS.

        Any dividend equivalents paid or credited under the Plan shall not be
        applied against the number of Restricted Shares, Stock Units, Options or
        SARs available for Awards, whether or not such dividend equivalents are
        converted into Stock Units.

4.      ELIGIBILITY.

        4.1     INCENTIVE STOCK OPTIONS.

        Only Employees who are common-law employees of the Company, a Parent or
        a Subsidiary shall be eligible for the grant of ISOs. In addition, an
        Employee who owns more than 10% of the total combined voting power of
        all classes of outstanding stock of the Company or any of its Parents or
        Subsidiaries shall not be eligible for the grant of an ISO unless the
        requirements set forth in section 422(c)(5) of the Code are satisfied.
        Unless otherwise provided in the Stock Option Agreement, the first
        $100,000 worth of optioned shares that are part of an option grant and
        can first be exercised in a given year shall be considered ISOs, and the
        remainder shall be considered NSOs.

        4.2     OTHER GRANTS.

        Only Employees, Outside Directors and Consultants shall be eligible for
        the grant of Restricted Shares, Stock Units, NSOs or SARs.

5.      OPTIONS.

        5.1     STOCK OPTION AGREEMENT.

        Each grant of an Option under the Plan shall be evidenced by a Stock
        Option Agreement between the Optionee and the Company. Such Option shall
        be subject to all applicable terms of the Plan and may be subject to any
        other terms that are not inconsistent with the Plan. The Stock Option
        Agreement shall specify whether the Option is an ISO or an NSO. The
        provisions of the various Stock Option Agreements entered into under the
        Plan need not be identical. Options may be granted in consideration of a
        reduction in the Optionee's other compensation. A Stock Option Agreement
        may provide that a new Option will be granted automatically to the
        Optionee when he or she exercises a prior Option and pays the Exercise
        Price in the form described in Section 6.2.

        5.2     NUMBER OF SHARES.

        Each Stock Option Agreement shall specify the number of Common Shares
        subject to the Option and shall provide for the adjustment of such
        number in accordance with Section 11. Options granted to any Optionee in
        a single fiscal year of the Company shall not cover more than 250,000
        Common Shares, except that Options granted to a new Employee in the
        fiscal year of the Company in which his or her service as an Employee
        first commences shall not cover more than 750,000 Common Shares. The
        limitations set forth in the preceding sentence shall be subject to
        adjustment in accordance with Section 11.

        5.3     EXERCISE PRICE.

        Each Stock Option Agreement shall specify the Exercise Price; provided
        that the Exercise Price under an ISO shall in no event be less than 100%
        of the Fair Market Value of a Common Share on the date of grant and the
        Exercise Price under an NSO shall in no event be less than 85% of the
        Fair Market Value of a Common Share on the date of grant. In the case of
        an NSO, a Stock Option Agreement may specify an Exercise Price that
        varies in accordance with a predetermined formula while the NSO is
        outstanding



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        5.4     EXERCISABILITY AND TERM.

        Each Stock Option Agreement shall specify the date or event when all or
        any installment of the Option is to become exercisable. The Stock Option
        Agreement shall also specify the term of the Option; provided that the
        term of an ISO shall in no event exceed 10 years from the date of grant.
        A Stock Option Agreement may provide for accelerated exercisability in
        the event of the Optionee's death, disability or retirement or other
        events and may provide for expiration prior to the end of its term in
        the event of the termination of the Optionee's service. A Stock Option
        Agreement may provide for early exercise upon the condition that the
        Common Shares issued upon exercise be made subject to a Restricted Stock
        Agreement with vesting and other restrictions. Options may be awarded in
        combination with SARs, and such an Award may provide that the Options
        will not be exercisable unless the related SARs are forfeited.

        5.5     MODIFICATION OR ASSUMPTION OF OPTIONS.

        Within the limitations of the Plan, the Committee may modify, extend or
        assume outstanding options or may accept the cancellation of outstanding
        options (whether granted by the Company or by another issuer) in return
        for the grant of new options for the same or a different number of
        shares and at the same or a different exercise price. The foregoing
        notwithstanding, no modification of an Option shall, without the consent
        of the Optionee, alter or impair his or her rights or obligations under
        such Option.

        5.6     BUYOUT PROVISIONS.

        The Committee may at any time (a) offer to buy out for a payment in cash
        or cash equivalents an Option previously granted or (b) authorize an
        Optionee to elect to cash out an Option previously granted, in either
        case at such time and based upon such terms and conditions as the
        Committee shall establish.

6.      PAYMENT FOR OPTION SHARES.

        6.1     GENERAL RULE.

        The entire Exercise Price of Common Shares issued upon exercise of
        Options shall be payable in cash or cash equivalents at the time when
        such Common Shares are purchased, except as follows: (a) in the case of
        an ISO granted under the Plan, payment shall be made only pursuant to
        the express provisions of the applicable Stock Option Agreement, but the
        Stock Option Agreement may specify that payment may be made in any
        form(s) described in this Section 6; or (b) in the case of an NSO, the
        Committee may at any time accept payment in any form(s) described in
        this Section 6.

        6.2     SURRENDER OF STOCK.

        To the extent that this Section 6.2 is applicable, all or any part of
        the Exercise Price may be paid by surrendering, or attesting to the
        ownership of, Common Shares that are already owned by the Optionee. Such
        Common Shares shall be valued at their Fair Market Value on the date
        when the new Common Shares are purchased under the Plan. Unless
        otherwise permitted by the Committee, the Optionee shall not surrender,
        or attest to the ownership of, Common Shares in payment of the Exercise
        Price if such action would cause the Company to recognize compensation
        expense (or additional compensation expense) with respect to the Option
        for financial reporting purposes

        6.3     EXERCISE/SALE.

        To the extent that this Section 6.3 is applicable, all or any part of
        the Exercise Price and any withholding taxes may be paid by delivering
        (on a form prescribed by the Company) an irrevocable direction to a
        securities broker approved by the Company to sell all or part of the
        Common Shares being purchased under the Plan and to deliver all or part
        of the sales proceeds to the Company.

        6.4     EXERCISE/PLEDGE.

        To the extent that this Section 6.4 is applicable, all or any part of
        the Exercise Price and any withholding taxes may be paid by delivering
        (on a form prescribed by the Company) an irrevocable direction to pledge
        all or part of the Common Shares being purchased under the Plan to a
        securities broker or lender approved by the Company, as security for a
        loan, and to deliver all or part of the loan proceeds to the Company

        6.5     PROMISSORY NOTE.

        To the extent that this Section 6.5 is applicable, all or any part of
        the Exercise Price and any withholding taxes may be paid by delivering
        (on a form prescribed by the Company) a full-recourse promissory note.
        However, the par value of the Common Shares being purchased under the
        Plan, if newly issued, shall be paid in cash or cash equivalents.

        6.6     OTHER FORMS OF PAYMENT.



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        To the extent that this Section 6.6 is applicable, all or any part of
        the Exercise Price and any withholding taxes may be paid in any other
        form that is consistent with applicable laws, regulations and rules.

7.      AUTOMATIC OPTION GRANTS TO OUTSIDE DIRECTORS.

        7.1     INITIAL GRANTS.

        Each Outside Director who first becomes a member of the Board after the
        Effective Date shall receive a one-time grant of an NSO covering 5,000
        Common Shares (subject to adjustment under Section 11). Such NSO shall
        be granted on the date when such Outside Director first joins the Board.
        Such NSO shares shall become exercisable as follows: 25% of such NSO
        shares shall become exercisable upon the completion of 12 months of
        service from the date of grant and 1/48 of the total number of such NSO
        shares shall become exercisable upon the completion of each of the next
        36 months of service. An Outside Director who previously was an Employee
        shall not receive a grant under this Section 7.1.

        7.2     ANNUAL GRANTS.

        Upon the conclusion of each regular annual meeting of the Company's
        stockholders held in the year 2000 or thereafter, each Outside Director
        who will continue serving as a member of the Board thereafter shall
        receive an NSO covering 2,000 Common Shares (subject to adjustment under
        Section 11), except that such NSO shall not be granted in the calendar
        year in which the same Outside Director received the NSO described in
        Section 7.1. NSOs granted under this Section 7.2 shall become
        exercisable in full on the first anniversary of the date of grant. An
        Outside Director who previously was an Employee shall be eligible to
        receive grants under this Section 7.2.

        7.3     ACCELERATED EXERCISABILITY.

        All NSOs granted to an Outside Director under this Section 7 shall also
        become exercisable in full in the event of: (a) the termination of such
        Outside Director's service because of death, total and permanent
        disability or retirement at or after age 65; or (b) a Change in Control
        with respect to the Company, except as provided in the next following
        sentence. If the Company and the other party to the transaction
        constituting a Change in Control agree that such transaction is to be
        treated as a "pooling of interests" for financial reporting purposes,
        and if such transaction in fact is so treated, then the acceleration of
        exercisability shall not occur to the extent that the Company's
        independent accountants and such other party's independent accountants
        separately determine in good faith that such acceleration would preclude
        the use of "pooling of interests" accounting.

        7.4     EXERCISE PRICE.

        The Exercise Price under all NSOs granted to an Outside Director under
        this Section 7 shall be equal to 100% of the Fair Market Value of a
        Common Share on the date of grant, payable in one of the forms described
        in Sections 6.1, 6.2, 6.3 and 6.4.

        7.5     TERM.

        All NSOs granted to an Outside Director under this Section 7 shall
        terminate on the earliest of (a) the 10th anniversary of the date of
        grant or (b) the date 12 months after the termination of such Outside
        Director's service for any reason.

        7.6     AFFILIATES OF OUTSIDE DIRECTORS.

        The Committee may provide that the NSOs that otherwise would be granted
        to an Outside Director under this Section 7 shall instead be granted to
        an affiliate of such Outside Director. Such affiliate shall then be
        deemed to be an Outside Director for purposes of the Plan, provided that
        the service-related vesting and termination provisions pertaining to the
        NSOs shall be applied with regard to the service of the Outside
        Director.

8.      STOCK APPRECIATION RIGHTS.

        8.1     SAR AGREEMENT.

        Each grant of an SAR under the Plan shall be evidenced by an SAR
        Agreement between the Optionee and the Company. Such SAR shall be
        subject to all applicable terms of the Plan and may be subject to any
        other terms that are not inconsistent with the Plan. The provisions of
        the various SAR Agreements entered into under the Plan need not be
        identical. SARs may be granted in consideration of a reduction in the
        Optionee's other compensation.

        8.2     NUMBER OF SHARES.

        Each SAR Agreement shall specify the number of Common Shares to which
        the SAR pertains and shall provide for the adjustment of such number in
        accordance with Section 11. SARs granted to any Optionee in a single
        fiscal year shall in no event pertain to more than 250,000 Common
        Shares, except that SARs granted to a new Employee in the fiscal year of
        the Company in which his or her service as an Employee first



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        commences shall not pertain to more than 750,000 Common Shares. The
        limitations set forth in the preceding sentence shall be subject to
        adjustment in accordance with Section 11.

        8.3     EXERCISE PRICE.

        Each SAR Agreement shall specify the Exercise Price. An SAR Agreement
        may specify an Exercise Price that varies in accordance with a
        predetermined formula while the SAR is outstanding.

        8.4     EXERCISABILITY AND TERM.

        Each SAR Agreement shall specify the date when all or any installment of
        the SAR is to become exercisable. The SAR Agreement shall also specify
        the term of the SAR. An SAR Agreement may provide for accelerated
        exercisability in the event of the Optionee's death, disability or
        retirement or other events and may provide for expiration prior to the
        end of its term in the event of the termination of the Optionee's
        service. SARs may be awarded in combination with Options, and such an
        Award may provide that the SARs will not be exercisable unless the
        related Options are forfeited. An SAR may be included in an ISO only at
        the time of grant but may be included in an NSO at the time of grant or
        thereafter. An SAR granted under the Plan may provide that it will be
        exercisable only in the event of a Change in Control.

        8.5     EXERCISE OF SARS.

        Upon exercise of an SAR, the Optionee (or any person having the right to
        exercise the SAR after his or her death) shall receive from the Company
        (a) Common Shares, (b) cash or (c) a combination of Common Shares and
        cash, as the Committee shall determine. The amount of cash and/or the
        Fair Market Value of Common Shares received upon exercise of SARs shall,
        in the aggregate, be equal to the amount by which the Fair Market Value
        (on the date of surrender) of the Common Shares subject to the SARs
        exceeds the Exercise Price. If, on the date when an SAR expires, the
        Exercise Price under such SAR is less than the Fair Market Value on such
        date but any portion of such SAR has not been exercised or surrendered,
        then such SAR shall automatically be deemed to be exercised as of such
        date with respect to such portion.

        8.6     MODIFICATION OR ASSUMPTION OF SARS.

        Within the limitations of the Plan, the Committee may modify, extend or
        assume outstanding SARs or may accept the cancellation of outstanding
        SARs (whether granted by the Company or by another issuer) in return for
        the grant of new SARs for the same or a different number of shares and
        at the same or a different exercise price. The foregoing
        notwithstanding, no modification of an SAR shall, without the consent of
        the Optionee, alter or impair his or her rights or obligations under
        such SAR.

9.      RESTRICTED SHARES.

        9.1     RESTRICTED STOCK AGREEMENT.

        Each grant of Restricted Shares under the Plan shall be evidenced by a
        Restricted Stock Agreement between the recipient and the Company. Such
        Restricted Shares shall be subject to all applicable terms of the Plan
        and may be subject to any other terms that are not inconsistent with the
        Plan. The provisions of the various Restricted Stock Agreements entered
        into under the Plan need not be identical.

        9.2     PAYMENT FOR AWARDS.

        Subject to the following sentence, Restricted Shares may be sold or
        awarded under the Plan for such consideration as the Committee may
        determine, including (without limitation) cash, cash equivalents,
        full-recourse promissory notes, future services and past services. To
        the extent that an Award consists of newly issued Restricted Shares, the
        consideration shall consist exclusively of cash, cash equivalents or
        past services rendered to the Company (or a Parent or Subsidiary) or,
        for the amount in excess of the par value of such newly issued
        Restricted Shares, full-recourse promissory notes, as the Committee may
        determine.

        9.3     VESTING CONDITIONS.

        Each Award of Restricted Shares may or may not be subject to vesting.
        Vesting shall occur, in full or in installments, upon satisfaction of
        the conditions specified in the Restricted Stock Agreement. A Restricted
        Stock Agreement may provide for accelerated vesting in the event of the
        Participant's death, disability or retirement or other events.

        9.4     VOTING AND DIVIDEND RIGHTS.

        The holders of Restricted Shares awarded under the Plan shall have the
        same voting, dividend and other rights as the Company's other
        stockholders. A Restricted Stock Agreement, however, may require that
        the holders of Restricted Shares invest any cash dividends received in
        additional Restricted Shares. Such additional Restricted Shares shall be
        subject to the same conditions and restrictions as the Award with



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        respect to which the dividends were paid.

10.     STOCK UNITS.

        10.1    STOCK UNIT AGREEMENT.

        Each grant of Stock Units under the Plan shall be evidenced by a Stock
        Unit Agreement between the recipient and the Company. Such Stock Units
        shall be subject to all applicable terms of the Plan and may be subject
        to any other terms that are not inconsistent with the Plan. The
        provisions of the various Stock Unit Agreements entered into under the
        Plan need not be identical. Stock Units may be granted in consideration
        of a reduction in the recipient's other compensation.

        10.2    PAYMENT FOR AWARDS.

        To the extent that an Award is granted in the form of Stock Units, no
        cash consideration shall be required of the Award recipients.

        10.3    VESTING CONDITIONS.

        Each Award of Stock Units may or may not be subject to vesting. Vesting
        shall occur, in full or in installments, upon satisfaction of the
        conditions specified in the Stock Unit Agreement. A Stock Unit Agreement
        may provide for accelerated vesting in the event of the Participant's
        death, disability or retirement or other events.

        10.4    VOTING AND DIVIDEND RIGHTS.

        The holders of Stock Units shall have no voting rights. Prior to
        settlement or forfeiture, any Stock Unit awarded under the Plan may, at
        the Committee's discretion, carry with it a right to dividend
        equivalents. Such right entitles the holder to be credited with an
        amount equal to all cash dividends paid on one Common Share while the
        Stock Unit is outstanding. Dividend equivalents may be converted into
        additional Stock Units. Settlement of dividend equivalents may be made
        in the form of cash, in the form of Common Shares, or in a combination
        of both. Prior to distribution, any dividend equivalents which are not
        paid shall be subject to the same conditions and restrictions as the
        Stock Units to which they attach.

        10.5    FORM AND TIME OF SETTLEMENT OF STOCK UNITS.

        Settlement of vested Stock Units may be made in the form of (a) cash,
        (b) Common Shares or (c) any combination of both, as determined by the
        Committee. The actual number of Stock Units eligible for settlement may
        be larger or smaller than the number included in the original Award,
        based on predetermined performance factors. Methods of converting Stock
        Units into cash may include (without limitation) a method based on the
        average Fair Market Value of Common Shares over a series of trading
        days. Vested Stock Units may be settled in a lump sum or in
        installments. The distribution may occur or commence when all vesting
        conditions applicable to the Stock Units have been satisfied or have
        lapsed, or it may be deferred to any later date. The amount of a
        deferred distribution may be increased by an interest factor or by
        dividend equivalents. Until an Award of Stock Units is settled, the
        number of such Stock Units shall be subject to adjustment pursuant to
        Section 11.

        10.6    DEATH OF RECIPIENT.

        Any Stock Units Award that becomes payable after the recipient's death
        shall be distributed to the recipient's beneficiary or beneficiaries.
        Each recipient of a Stock Units Award under the Plan shall designate one
        or more beneficiaries for this purpose by filing the prescribed form
        with the Company. A beneficiary designation may be changed by filing the
        prescribed form with the Company at any time before the Award
        recipient's death. If no beneficiary was designated or if no designated
        beneficiary survives the Award recipient, then any Stock Units Award
        that becomes payable after the recipient's death shall be distributed to
        the recipient's estate.

        10.7    CREDITORS' RIGHTS.

        A holder of Stock Units shall have no rights other than those of a
        general creditor of the Company. Stock Units represent an unfunded and
        unsecured obligation of the Company, subject to the terms and conditions
        of the applicable Stock Unit Agreement.

11.     PROTECTION AGAINST DILUTION.

        11.1    ADJUSTMENTS.

        In the event of a subdivision of the outstanding Common Shares, a
        declaration of a dividend payable in Common Shares, a declaration of a
        dividend payable in a form other than Common Shares in an amount that
        has a material effect on the price of Common Shares, a combination or
        consolidation of the outstanding Common Shares (by reclassification,
        reverse split or otherwise) into a lesser number of Common Shares, a
        recapitalization, a spin-off or a similar occurrence, the Committee
        shall make appropriate adjustments in one or more of: (a) The number of
        Options, SARs, Restricted Shares and Stock Units available for future



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        Awards under Section 3; (b) the limitations set forth in Sections 5.2
        and 8.2; (c) the number of NSOs to be granted to Outside Directors under
        Section 7; (d) the number of Common Shares covered by each outstanding
        Option and SAR; (e) the Exercise Price under each outstanding Option and
        SAR; or (f) the number of Stock Units included in any prior Award which
        has not yet been settled. Except as provided in this Section 11, a
        Participant shall have no rights by reason of any issue by the Company
        of stock of any class or securities convertible into stock of any class,
        any subdivision or consolidation of shares of stock of any class, the
        payment of any stock dividend or any other increase or decrease in the
        number of shares of stock of any class.

        11.2    DISSOLUTION OR LIQUIDATION.

        To the extent not previously exercised or settled, Options, SARs and
        Stock Units shall terminate immediately prior to the dissolution or
        liquidation of the Company.

        11.3    REORGANIZATIONS.

        In the event that the Company is a party to a merger or other
        reorganization, outstanding Awards shall be subject to the agreement of
        merger or reorganization. Such agreement shall provide for (a) the
        continuation of the outstanding Awards by the Company, if the Company is
        a surviving corporation, (b) the assumption of the outstanding Awards by
        the surviving corporation or its parent or subsidiary, (c) the
        substitution by the surviving corporation or its parent or subsidiary of
        its own awards for the outstanding Awards, (d) full exercisability
        and/or vesting and accelerated expiration of the outstanding Awards or
        (e) settlement of the full value of the outstanding Awards in cash or
        cash equivalents followed by cancellation of such Awards.

12.     CHANGE IN CONTROL.

        Unless the applicable agreement evidencing the Award provides otherwise,
        in the event of any Change in Control, the vesting and exercisability of
        each outstanding Award shall automatically accelerate so that each such
        Award shall, immediately prior to the effective date of the Change in
        Control, become fully exercisable for all of the Common Shares at the
        time subject to such Award and may be exercised for any or all of those
        shares as fully-vested Common Shares. Notwithstanding the foregoing,
        acceleration of vesting and exercisability shall not occur upon a Change
        in Control only to the following extent and under the following
        circumstances:

                (a)     If the Company and the other party to the transaction
                        constituting a Change in Control agree that such
                        transaction is to be treated as a "pooling of interests"
                        for financial reporting purposes, and if such
                        transaction in fact is so treated, then the acceleration
                        of vesting and exercisability shall not occur to the
                        extent that the Company's independent accountants and
                        such other party's independent accountants separately
                        determine in good faith that such acceleration would
                        preclude the use of "pooling of interests" accounting;

                (b)     The Committee makes a reasonable, good faith
                        determination that the Award will remain outstanding, or
                        will be assumed by the surviving corporation (or parent
                        or subsidiary thereof), or will be substituted with an
                        award with substantially the same terms by the surviving
                        corporation (or parent or subsidiary thereof); and

                (c)     The Committee may, in its discretion, provide in the
                        Stock Option Agreement that, to the extent that
                        acceleration of vesting and exercisability does not
                        occur upon the event of any Change in Control because of
                        the application of Sections 12(a) or (b), in the event
                        that a recipient of an Award experiences an Involuntary
                        Termination within twelve (12) months following such
                        Change in Control, the vesting and exercisability of
                        each outstanding Award held by such recipient shall
                        automatically accelerate, as if the recipient of the
                        Award provided another six (6) months of service
                        following such Involuntary Termination. Absent a
                        specific reference in the Stock Option Agreement and/or
                        the associated Notice of Option, the acceleration
                        provided in this Section 12(c) shall not be applicable.


13.     DEFERRAL OF AWARDS.

        The Committee (in its sole discretion) may permit or require a
        Participant to: (a) have cash that otherwise would be paid to such
        Participant as a result of the exercise of an SAR or the settlement of
        Stock Units credited to a deferred compensation account established for
        such Participant by the Committee as an entry on the Company's books;
        (b) have Common Shares that otherwise would be delivered to such



<PAGE>   8

        Participant as a result of the exercise of an Option or SAR converted
        into an equal number of Stock Units; or (c) have Common Shares that
        otherwise would be delivered to such Participant as a result of the
        exercise of an Option or SAR or the settlement of Stock Units converted
        into amounts credited to a deferred compensation account established for
        such Participant by the Committee as an entry on the Company's books.
        Such amounts shall be determined by reference to the Fair Market Value
        of such Common Shares as of the date when they otherwise would have been
        delivered to such Participant. A deferred compensation account
        established under this Section 13 may be credited with interest or other
        forms of investment return, as determined by the Committee. A
        Participant for whom such an account is established shall have no rights
        other than those of a general creditor of the Company. Such an account
        shall represent an unfunded and unsecured obligation of the Company and
        shall be subject to the terms and conditions of the applicable agreement
        between such Participant and the Company. If the deferral or conversion
        of Awards is permitted or required, the Committee (in its sole
        discretion) may establish rules, procedures and forms pertaining to such
        Awards, including (without limitation) the settlement of deferred
        compensation accounts established under this Section 13.

14.     AWARDS UNDER OTHER PLANS.

        The Company may grant awards under other plans or programs. Such awards
        may be settled in the form of Common Shares issued under this Plan. Such
        Common Shares shall be treated for all purposes under the Plan like
        Common Shares issued in settlement of Stock Units and shall, when
        issued, reduce the number of Common Shares available under Section 3.

15.     PAYMENT OF DIRECTOR'S FEES IN SECURITIES.

        15.1    EFFECTIVE DATE.

        No provision of this Section 15 shall be effective unless and until the
        Board has determined to implement such provision.

        15.2    ELECTIONS TO RECEIVE NSOS, RESTRICTED SHARES OR STOCK UNITS.

        An Outside Director may elect to receive his or her annual retainer
        payments and/or meeting fees from the Company in the form of cash, NSOs,
        Restricted Shares or Stock Units, or a combination thereof, as
        determined by the Board. Such NSOs, Restricted Shares and Stock Units
        shall be issued under the Plan. An election under this Section 15 shall
        be filed with the Company on the prescribed form.

        15.3    NUMBER AND TERMS OF NSOS, RESTRICTED SHARES OR STOCK UNITS.

        The number of NSOs, Restricted Shares or Stock Units to be granted to
        Outside Directors in lieu of annual retainers and meeting fees that
        would otherwise be paid in cash shall be calculated in a manner
        determined by the Board. The terms of such NSOs, Restricted Shares or
        Stock Units shall also be determined by the Board.

16.     LIMITATION ON RIGHTS.

        16.1    RETENTION RIGHTS.

        Neither the Plan nor any Award granted under the Plan shall be deemed to
        give any individual a right to remain an Employee, Outside Director or
        Consultant. The Company and its Parents, Subsidiaries and Affiliates
        reserve the right to terminate the service of any Employee, Outside
        Director or Consultant at any time, with or without cause, subject to
        applicable laws, the Company's certificate of incorporation and by-laws
        and a written employment agreement (if any).

        16.2    STOCKHOLDERS' RIGHTS.

        A Participant shall have no dividend rights, voting rights or other
        rights as a stockholder with respect to any Common Shares covered by his
        or her Award prior to the time when a stock certificate for such Common
        Shares is issued or, if applicable, the time when he or she becomes
        entitled to receive such Common Shares by filing any required notice of
        exercise and paying any required Exercise Price. No adjustment shall be
        made for cash dividends or other rights for which the record date is
        prior to such time, except as expressly provided in the Plan.

        16.3    REGULATORY REQUIREMENTS.

        Any other provision of the Plan notwithstanding, the obligation of the
        Company to issue Common Shares under the Plan shall be subject to all
        applicable laws, rules and regulations and such approval by any
        regulatory body as may be required. The Company reserves the right to
        restrict, in whole or in part, the delivery of Common Shares pursuant to
        any Award prior to the satisfaction of all legal requirements relating
        to the issuance of such Common Shares, to their registration,
        qualification or listing or to an exemption from registration,
        qualification or listing.

        16.4    COMPANY RIGHT OF FIRST REFUSAL.



<PAGE>   9

        Any Award granted under the Plan may, in the Committee's discretion,
        include a condition that the Common Shares issued pursuant to the Award
        be subject to a right of first refusal in favor of the Company in the
        event of any subsequently proposed transfer of such shares.

17.     WITHHOLDING TAXES.

        17.1    GENERAL.

        To the extent required by applicable federal, state, local or foreign
        law, a Participant or his or her successor shall make arrangements
        satisfactory to the Company for the satisfaction of any withholding tax
        obligations that arise in connection with the Plan. The Company shall
        not be required to issue any Common Shares or make any cash payment
        under the Plan until such obligations are satisfied.

        17.2    SHARE WITHHOLDING.

        The Committee may permit a Participant to satisfy all or part of his or
        her withholding or income tax obligations by having the Company withhold
        all or a portion of any Common Shares that otherwise would be issued to
        him or her or by surrendering all or a portion of any Common Shares that
        he or she previously acquired. Such Common Shares shall be valued at
        their Fair Market Value on the date when they are withheld or
        surrendered.

18.     FUTURE OF THE PLAN.

        18.1    TERM OF THE PLAN.

        The Plan, as set forth herein, shall become effective on the Effective
        Date. The Plan shall remain in effect until it is terminated under
        Section 18.2, except that no ISOs shall be granted on or after the 10th
        anniversary of the later of (a) the date when the Board adopted the Plan
        or (b) the date when the Board adopted the most recent increase in the
        number of Common Shares available under Section 3 which was approved by
        the Company's stockholders.

        18.2    AMENDMENT OR TERMINATION.

        The Board may, at any time and for any reason, amend or terminate the
        Plan. An amendment of the Plan shall be subject to the approval of the
        Company's stockholders only to the extent required by applicable laws,
        regulations or rules. No Awards shall be granted under the Plan after
        the termination thereof. The termination of the Plan, or any amendment
        thereof, shall not affect any Award previously granted under the Plan.

19.     LIMITATION ON PAYMENTS.

        19.1    SCOPE OF LIMITATION.

        This Section 19 shall apply to an Award only if: (a) the independent
        auditors most recently selected by the Board (the "Auditors") determine
        that the after-tax value of such Award to the Participant, taking into
        account the effect of all federal, state and local income taxes,
        employment taxes and excise taxes applicable to the Participant
        (including the excise tax under section 4999 of the Code), will be
        greater after the application of this Section 19 than it was before the
        application of this Section 19; or (b) the Committee, at the time of
        making an Award under the Plan or at any time thereafter, specifies in
        writing that such Award shall be subject to this Section 19 (regardless
        of the after-tax value of such Award to the Participant). If this
        Section 19 applies to an Award, it shall supersede any contrary
        provision of the Plan or of any Award granted under the Plan except to
        the extent that an Award specifically refers to, and overrides, this
        Section 19.

        19.2    BASIC RULE.

        In the event that the Auditors determine that any payment or transfer by
        the Company under the Plan to or for the benefit of a Participant (a
        "Payment") would be nondeductible by the Company for federal income tax
        purposes because of the provisions concerning "excess parachute
        payments" in section 280G of the Code, then the aggregate present value
        of all Payments shall be reduced (but not below zero) to the Reduced
        Amount. For purposes of this Section 19, the "Reduced Amount" shall be
        the amount, expressed as a present value, which maximizes the aggregate
        present value of the Payments without causing any Payment to be
        nondeductible by the Company because of section 280G of the Code.

        19.3    REDUCTION OF PAYMENTS.

        If the Auditors determine that any Payment would be nondeductible by the
        Company because of section 280G of the Code, then the Company shall
        promptly give the Participant notice to that effect and a copy of the
        detailed calculation thereof and of the Reduced Amount, and the
        Participant may then elect, in his or her sole discretion, which and how
        much of the Payments shall be eliminated or reduced (as long as after
        such election the aggregate present value of the Payments equals the
        Reduced Amount) and shall advise the Company in writing of his or her
        election within 10 days of receipt of notice. If no such election is
        made by the Participant within such 10-day period, then the Company



<PAGE>   10

        may elect which and how much of the Payments shall be eliminated or
        reduced (as long as after such election the aggregate present value of
        the Payments equals the Reduced Amount) and shall notify the Participant
        promptly of such election. For purposes of this Section 19, present
        value shall be determined in accordance with section 280G(d)(4) of the
        Code. All determinations made by the Auditors under this Section 19
        shall be binding upon the Company and the Participant and shall be made
        within 60 days of the date when a Payment becomes payable or
        transferable. As promptly as practicable following such determination
        and the elections hereunder, the Company shall pay or transfer to or for
        the benefit of the Participant such amounts as are then due to him or
        her under the Plan and shall promptly pay or transfer to or for the
        benefit of the Participant in the future such amounts as become due to
        him or her under the Plan.

        19.4    OVERPAYMENTS AND UNDERPAYMENTS.

        As a result of uncertainty in the application of section 280G of the
        Code at the time of an initial determination by the Auditors hereunder,
        it is possible that Payments will have been made by the Company which
        should not have been made (an "Overpayment") or that additional Payments
        which will not have been made by the Company could have been made (an
        "Underpayment"), consistent in each case with the calculation of the
        Reduced Amount hereunder. In the event that the Auditors, based upon the
        assertion of a deficiency by the Internal Revenue Service against the
        Company or the Participant which the Auditors believe has a high
        probability of success, determine that an Overpayment has been made,
        such Overpayment shall be treated for all purposes as a loan to the
        Participant which he or she shall repay to the Company, together with
        interest at the applicable federal rate provided in section 7872(f)(2)
        of the Code; provided, however, that no amount shall be payable by the
        Participant to the Company if and to the extent that such payment would
        not reduce the amount which is subject to taxation under section 4999 of
        the Code. In the event that the Auditors determine that an Underpayment
        has occurred, such Underpayment shall promptly be paid or transferred by
        the Company to or for the benefit of the Participant, together with
        interest at the applicable federal rate provided in section 7872(f)(2)
        of the Code.

        19.5    RELATED CORPORATIONS.

        For purposes of this Section 19, the term "Company" shall include
        affiliated corporations to the extent determined by the Auditors in
        accordance with section 280G(d)(5) of the Code.

20.     DEFINITIONS.

        20.1    "AFFILIATE" means any entity other than a Subsidiary, if the
                Company and/or one or more Subsidiaries own not less than 50% of
                such entity.

        20.2    "AWARD" means any award of an Option, an SAR, a Restricted Share
                or a Stock Unit under the Plan.

        20.3    "BOARD" means the Company's Board of Directors, as constituted
                from time to time.

        20.4    "CAUSE" means the commission of any act of fraud, embezzlement
                or dishonesty by the recipient of the Award, any unauthorized
                use or disclosure by such person of confidential information or
                trade secrets of the Company (or any Parent or Subsidiary), or
                any other intentional misconduct by such person adversely
                affecting the business or affairs of the Company (or any Parent
                or Subsidiary) in a material manner.

        20.5    "CHANGE IN CONTROL" means: (a) the consummation of a merger or
                consolidation of the Company with or into another entity or any
                other corporate reorganization, if persons who were not
                stockholders of the Company immediately prior to such merger,
                consolidation or other reorganization own immediately after such
                merger, consolidation or other reorganization 50% or more of the
                voting power of the outstanding securities of each of (i) the
                continuing or surviving entity and (ii) any direct or indirect
                parent corporation of such continuing or surviving entity; (b)
                the sale, transfer or other disposition of all or substantially
                all of the Company's assets; (c) a change in the composition of
                the Board, as a result of which fewer than 50% of the incumbent
                directors are directors who either (i) had been directors of the
                Company on the date 24 months prior to the date of the event
                that may constitute a Change in Control (the "original
                directors") or (ii) were elected, or nominated for election, to
                the Board with the affirmative votes of at least a majority of
                the aggregate of the original directors who were still in office
                at the time of the election or nomination and the directors
                whose election or nomination was previously so approved; or (d)
                any transaction as a result of which any person is the
                "beneficial owner" (as defined in Rule 13d-3 under the Exchange
                Act), directly or indirectly, of securities of the Company
                representing at least 50% of the total voting power represented
                by the Company's then outstanding voting securities. For
                purposes of this Paragraph (d), the term "person" shall have the
                same meaning as when used in sections 13(d) and 14(d) of the
                Exchange Act but shall exclude (i) a trustee or other fiduciary
                holding securities under an employee benefit plan of the Company
                or of a Parent or Subsidiary and (ii) a corporation owned
                directly or indirectly by the stockholders of the Company in
                substantially the



<PAGE>   11

                same proportions as their ownership of the common stock of the
                Company. A transaction shall not constitute a Change in Control
                if its sole purpose is to change the state of the Company's
                incorporation or to create a holding company that will be owned
                in substantially the same proportions by the persons who held
                the Company's securities immediately before such transaction.

        20.6    "CODE" means the Internal Revenue Code of 1986, as amended.

        20.7    "COMMITTEE" means a committee of the Board, as described in
                Section 2.

        20.8    "COMMON SHARE" means one share of the common stock of the
                Company.

        20.9    "COMPANY" means ENVIRONMAX.COM, INC., a Utah corporation.

        20.10   "CONSULTANT" means a consultant or adviser who provides bona
                fide services to the Company, a Parent, a Subsidiary or an
                Affiliate as an independent contractor. Service as a Consultant
                shall be considered employment for all purposes of the Plan,
                except as provided in Section 4.1.

        20.11   "EFFECTIVE DATE" means the date of the Plan's adoption by the
                Board.

        20.12   "EMPLOYEE" means a common-law employee of the Company, a Parent,
                a Subsidiary or an Affiliate.

        20.13   "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
                amended.

        20.14   "EXERCISEPRICE," in the case of an Option, means the amount for
                which one Common Share may be purchased upon exercise of such
                Option, as specified in the applicable Stock Option Agreement.
                "Exercise Price," in the case of an SAR, means an amount, as
                specified in the applicable SAR Agreement, which is subtracted
                from the Fair Market Value of one Common Share in determining
                the amount payable upon exercise of such SAR.

        20.15   "FAIR MARKET VALUE" means the market price of Common Shares,
                determined by the Committee in good faith on such basis as it
                deems appropriate. Whenever possible, the determination of Fair
                Market Value by the Committee shall be based on the prices
                reported in The Wall Street Journal. Such determination shall be
                conclusive and binding on all persons.

        20.16   "INVOLUNTARY TERMINATION" means the termination of the service
                of the recipient of the Award which occurs by reason of: (1)
                such recipient's involuntary dismissal or discharge by the
                Company for reasons other than Cause, or (2) such recipient's
                voluntary resignation following (A) a change in his or her
                position with the Company which materially reduces his or her
                level of responsibility, (B) a reduction in his or her level of
                base salary or (C) a relocation of such recipient's place of
                employment by more than 35 miles, provided and only if such
                change, reduction or relocation is effected by the Company
                without the recipient's consent.

        20.17   "ISO" means an incentive stock option described in section
                422(b) of the Code.

        20.18   "NSO" means a stock option not described in sections 422 or 423
                of the Code.

        20.19   "OPTION" means an ISO or NSO granted under the Plan and
                entitling the holder to purchase Common Shares.

        20.20   "OPTIONEE" means an individual or estate who holds an Option or
                SAR.

        20.21   "OUTSIDE DIRECTOR" shall mean a member of the Board who is not
                an Employee. Service as an Outside Director shall be considered
                employment for all purposes of the Plan, except as provided in
                Section 4.1.

        20.22   "PARENT" means any corporation (other than the Company) in an
                unbroken chain of corporations ending with the Company, if each
                of the corporations other than the Company owns stock possessing
                50% or more of the total combined voting power of all classes of
                stock in one of the other corporations in such chain. A
                corporation that attains the status of a Parent on a date after
                the adoption of the Plan shall be considered a Parent commencing
                as of such date.

        20.23   "PARTICIPANT" means an individual or estate who holds an Award.

        20.24   "PLAN" means this ENVIRONMAX.COM, INC. 2000 Equity Incentive
                Plan, as amended from time to time.

        20.25   "RESTRICTED SHARE" means a Common Share awarded under the Plan.

        20.26   "RESTRICTED STOCK AGREEMENT" means the agreement between the
                Company and the recipient of a Restricted Share which contains
                the terms, conditions and restrictions pertaining to such
                Restricted Share.

        20.27   "SAR" means a stock appreciation right granted under the Plan.

        20.28   "SAR AGREEMENT" means the agreement between the Company and an



<PAGE>   12

                Optionee which contains the terms, conditions and restrictions
                pertaining to his or her SAR.

        20.29   "STOCK OPTION AGREEMENT" means the agreement between the Company
                and an Optionee that contains the terms, conditions and
                restrictions pertaining to his or her Option.

        20.30   "STOCK UNIT" means a bookkeeping entry representing the
                equivalent of one Common Share, as awarded under the Plan.

        20.31   "STOCK UNIT AGREEMENT" means the agreement between the Company
                and the recipient of a Stock Unit which contains the terms,
                conditions and restrictions pertaining to such Stock Unit.

        20.32   "SUBSIDIARY" means any corporation (other than the Company) in
                an unbroken chain of corporations beginning with the Company, if
                each of the corporations other than the last corporation in the
                unbroken chain owns stock possessing 50% or more of the total
                combined voting power of all classes of stock in one of the
                other corporations in such chain. A corporation that attains the
                status of a Subsidiary on a date after the adoption of the Plan
                shall be considered a Subsidiary commencing as of such date.