EXHIBIT 4.1

                                FIRSTPASS, INC.
                             2000 STOCK OPTION PLAN

                            ADOPTED October 3, 2000

     1. Purposes of the Plan. The purposes of this Stock Option Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to the Employees and
Consultants of FirstPass, Inc. (the "Company") and to promote the success of
the Company's business.

     Options granted hereunder may be either "incentive stock options," as
defined in Section 422 of the Internal Revenue Code of 1986, as amended, or
"nonstatutory stock options," at the discretion of the Board and as reflected
in the terms of the written Option Agreement.

     2. Definitions. As used herein, the following definitions shall apply:

     (a) "Board" shall mean the Committee, if one has been appointed, or the
Board of Directors of the Company, if no committee is appointed.

     (b) "Cause" means: (1) an optionee's willful dishonesty towards, fraud
upon, crime against, deliberate or attempted injury or bad faith action with
respect to the Company; or (2) Optionee's conviction for any felony crime

     (c) "Change in Control" means: (1) a dissolution, liquidation or sale of
substantially all of the assets of the Company; (2) a merger or consolidation
in which the Company is not the surviving corporation (other than a merger
solely for the purpose of changing the state of incorporation); or (3) a
reverse merger in which the Company is the surviving corporation but the shares
of the Company's common stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise;

     (d) "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (e) "Common Stock" shall mean the Common Stock of the Company.

     (f) "Company" shall mean First Pass, Inc. a Colorado corporation.

     (g) "Committee" shall mean the Committee appointed by the Board of
Directors in accordance with paragraph (a) of Section 4 of the Plan, if one is
appointed.

     (h) "Consultant" shall mean any person who is engaged by the Company or
any subsidiary to render consulting services and is compensated for such
consulting services, and any director of the Company whether compensated for
such services or not.

     (i) "Continuous Status as an Employee or Consultant" shall mean the
absence of any interruption or termination of service as an Employee or
Consultant. Continuous Status as


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an Employee or Consultant shall not be considered interrupted in the case of
sick leave, military leave, or any other leave of absence approved by the
Board; provided that such leave is for a period of not more than 90 days or
reemployment upon the expiration of such leave is guaranteed by contract or
statute.

     (j) "Employee" shall mean any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company. The payment
of a director's fee by the Company shall not be sufficient to constitute
"employment" by the Company.

     (k) "Good Reason" means: (1) a material reduction in compensation; (2) a
relocation of the Optionee's principal worksite to a location more than fifteen
(15) miles from Optionee's pre-Change of Control worksite; or (3) for an
executive officer, a material reduction in responsibilities or authority as in
effect before the Change in Control.

     (l) "Incentive Stock Option" shall mean an Option intended to qualify as
an Incentive Stock Option within the meaning of Section 422 of the Code.

     (m) "Option" shall mean a Stock Option granted pursuant to the Plan.

     (n) "Option Stock" shall mean the Common Stock subject to an Option.

     (o) "Optionee" shall mean an Employee or Consultant who receives an
Option.

     (p) "Parent" shall mean a "parent corporation," whether now or hereafter
existing, as defined in Section 425(e) of the Code.

     (q) "Plan" shall mean this 2000 Stock Option Plan.

     (r) "Share" shall mean a share of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.

     (s) "Subsidiary" shall mean a subsidiary corporation, whether now or
hereafter existing, as defined in Section 425(f) of the Code.

     3. Stock Subject to the Plan. Subject to the provisions of Section 11 of
the Plan, the maximum aggregate number of shares which may be optioned and sold
under the Plan is 26,666,667 shares of Common Stock, which may be authorized,
but unissued, Common Stock. If an Option should expire or become unexercisable
for any reason without having been exercised in full, the unpurchased Shares
which were subject thereto shall, unless the Plan shall have been terminated,
become available for future grant under the Plan.

     4. Administration of the Plan.

     (a) Procedure. The Plan shall be administered by the Board of Directors;
provided, however, that (i) the Board of Directors may appoint a Committee to
administer the Plan; and (ii) shall appoint a Committee to administer the Plan,
if necessary, to provide the officers and directors of the Company with the
benefits of Rule 16b-3 promulgated by the SEC. If appointed,


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the Committee shall continue to serve until otherwise directed by the Board of
Directors. Subject to the foregoing, from time-to-time the Board of Directors
may increase the size of the Committee and appoint additional members in
substitution therefor, fill vacancies however caused, or remove all members of
the Committee and thereafter directly administer the Plan.

     (b) Powers of the Board. Subject to the provisions of the Plan, the Board
shall have the authority, in its discretion: (i) to grant Incentive Stock
Options, in accordance with Section 422 of the Code, or "nonstatutory stock
options;" (ii) to determine, upon review of relevant information and in
accordance with Section 8(b) of the Plan, the fair market value of the Common
Stock; (iii) to determine the exercise price per share of Options to be
granted, which exercise price shall be determined in accordance with Section
8(a) of the Plan; (iv) to determine the Employees or Consultants to whom, and
the time or times at which, Options shall be granted and the number of shares
to be represented by each Option; (v) to interpret the Plan; (vi) to prescribe,
amend and rescind rules and regulations relating to the Plan; (vii) to
determine the terms and provisions of each Option granted (which need not be
identical) and, with the consent of the holder thereof, modify or amend each
Option; (viii) to accelerate or defer (with the consent of the Optionee as to
any deferral) the exercise date of any Option consistent with the provisions of
Section 6 of the Plan; (ix) to authorize any person to execute on behalf of the
Company any instrument required to effectuate the grant of an Option previously
granted by the Board; and (x) to make all other determinations deemed necessary
or advisable for the administration of the Plan.

     (c) Effect of Board's Decision. All decisions, determinations and
interpretations of the Board or its Committee shall be final and binding on all
Optionees and any other holders of any Options granted under the Plan.

     5. Eligibility.

     (a) Options may be granted only to Employees and Consultants. Incentive
Stock Options may be granted only to Employees. An Employee or Consultant who
has been granted an Option may, if he is otherwise eligible, be granted an
additional Option or Options.

     (b) No Incentive Stock Option may be granted to an Employee which, when
aggregated with all other incentive stock Options granted to such Employee by
the Company or any Parent or Subsidiary, would result in Shares having an
aggregate fair market value (determined for each Share as of the date of grant
of the Option covering such Share) in excess of $100,000 becoming first
available for purchase upon exercise of one or more Incentive Stock Options
during any calendar year.

     (c) Section 5(b) of the Plan shall apply only to an Incentive Stock Option
evidenced by a written Option agreement which shall expressly identify the
Option as an Incentive Stock Option. Section 5(b) of the Plan shall not apply
to any Option evidenced by an Option agreement which sets forth the intention
of the Company and the Optionee that such Option shall be a nonstatutory Stock
Option.

     (d) The Plan shall not confer upon any Optionee any right with respect to
continuation of employment or consulting relationship with the Company, nor
shall it interfere in any way with his right or the Company's right to
terminate his employment or consulting


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relationship at any time.

     6. Term of Plan. The Plan shall become effective upon the earlier to occur
of its adoption by the Board of Directors or its approval by the Shareholders
of the Company as described in Section 17 of the Plan. It shall continue in
effect for a term of ten (10) years unless sooner terminated under Section 13
of the Plan.

     7. Term of Option. The term of each Incentive Stock Option shall be ten
(10) years from the date of grant thereof or such shorter term as may be
provided in the Stock Option agreement. The term of each Option that is not an
Incentive Stock Option shall be (10) years and one (1) day from the date of
grant thereof or such shorter term as may be provided in the Stock Option
agreement. However, in the case of an Option granted to an Optionee who, at the
time the Option is granted, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or
Subsidiary, (a) if the Option is an Incentive Stock Option, the term of the
Option shall be five (5) years from the date of grant thereof or such shorter
time as may be provided in the Stock Option agreement, or (b) if the Option is
not an Incentive Stock Option, the term of the Option shall be five (5) years
and one (1) day from the date of grant thereof or such shorter term as may be
provided in the Stock Option agreement.

     8. Exercise Price and Consideration.

     (a) The per Share exercise price for the Shares to be issued pursuant to
exercise of an Option shall be such price as is determined by the Board, but
shall be subject to the following:

               (i) In the case of an Incentive Stock Option:

                    (A) granted to an Employee who, at the time of the grant of
such Incentive Stock Option, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent
or Subsidiary, the per Share exercise price shall be no less than 110% of the
fair market value per Share on the date of grant.

                    (B) granted to an Employee, the per Share exercise price
shall be no less than 100% of the fair market value per Share on the date of
grant.

               (ii) In the case of a nonstatutory Stock Option, the per Share
exercise price shall be no less than the price per Share set by the Board on
the date of grant.

     (b) The fair market value shall be determined in the following manner. If
the stock is unlisted, the fair market value shall be determined by the Board
of Directors, in its discretion. If listed, the value shall be the average
Closing Sales Price of the Company's Common Stock as reported on the NASDAQ
National Market System for the five (5) business days preceding the date of
grant. In the event the Common Stock is listed on a stock exchange, the fair
market value per share shall be the average closing price on such exchange for
the five (5) business days preceding the date of grant, as reported in the Wall
Street Journal.

     (c) The consideration to be paid for the Shares to be issued upon exercise
of an Option, including the method of payment shall be determined by the Board
and may consist entirely


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of cash, check, promissory note, other Shares of Common Stock having a fair
market value on the date of surrender equal to the aggregate exercise price of
the Shares as to which said Option shall be exercised, or any combination of
such methods of payment, or such other consideration and method of payment for
the issuance of Shares to the extent permitted under the Colorado Business
Corporation Act. In making its determination as to the type of consideration to
accept, the Board shall consider if acceptance of such consideration may be
reasonably expected to benefit the Company.

     9. Exercise of Option.

     (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder shall be exercisable at such times and under such conditions as
determined by the Board, including performance criteria with respect to the
Company and/or the Optionee, and as shall be permissible under the terms of the
Plan. An Option may not be exercised for a fraction of a Share. An Option shall
be deemed to be exercised when written notice of such exercise has been given
to the Company in accordance with the terms of the Option by the person
entitled to exercise the Option and full payment for the Shares with respect to
which the Option is exercised has been received by the Company. Full payment
may, as authorized by the Board, consist of any consideration and method of
payment allowable under Section 8(c) of the Plan. Until the issuance (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the Stock Certificate evidencing
such shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the Stock Certificate is
issued, except as provided in Section 11 of the Plan. Exercise of an Option in
any manner shall result in a decrease in the number of Shares which thereafter
may be available, both for purposes of the Plan and for sale under the Option,
by the number of Shares as to which the Option is exercised.

     (b) Termination of Status as an Employee or Consultant.

          (i) If an Employee or Consultant ceases to serve as an Employee or
Consultant (as the case may be) due to termination without Cause, or voluntary
resignation for Good Reason, the Option shall become immediately vested as to
all Option Stock and he may, but only within ninety (90) days (or such other
period of time not exceeding three (3) months as is determined by the Board at
the time of grant of the Option) after the date he ceases to be an Employee or
Consultant (as the case may be) of the Company, exercise his Option as to all
Option Stock. If he does not exercise such Option, or exercises the Option only
partially, within the time specified herein, the Option shall terminate to the
extent not exercised.

          (ii) If an Employee or Consultant ceases to serve as an Employee or
Consultant (as the case may be) because of termination for Cause or voluntary
resignation for any reason other than Good Reason, then he may, but only within
ninety (90) days (or such other period of time not exceeding three (3) months
as is determined by the Board), exercise the Option only to the extent that
such Option was vested on the date of his termination.

     (c) Disability of Optionee. In the event an Employee or Consultant is
unable to continue his employment or consulting relationship (as the case may
be) with the Company as a


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result of his Total and Permanent Disability , he may, but only within twelve
(12) months (or such other period of time not less than six (6) months nor more
than twelve (12) months as is determined by the Board) from the date of
termination, exercise his Option as to all Option Stock whether vested or
unvested. If he does not exercise such Option, or exercises the Option only
partially, within the time specified herein, the Option shall terminate to the
extent not exercised. For purposes of the Plan, Total and Permanent Disability
shall be defined as the complete inability of the Optionee to perform the
Optionee's primary job responsibilities as a result of a physical or mental
impairment that can be expected to result in death or which has lasted or can
be expected to last for a continuous period of not less than 36 months and
provided further that such Optionee shall provide the written opinion of a
medical doctor as to the above facts and circumstances.

     (d) Death of Optionee. In the event of the death of an Optionee during the
term of the Optionee who is at the time of his death an Employee or Consultant
of the Company and who shall have been in Continuous Status as an Employee or
Consultant since the date of grant of the Option, the Option may be exercised,
at any time within twelve (12) months following the date of death, by the
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, as to all Option Stock whether vested or unvested at
the date of the Optionee's death.

     10. Nontransferability of Options. The Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

     11. Adjustments Upon Certain Changes.

     (a) Stock Split or Reclassification. Subject to any required action by the
Shareholders of the Company, the number of Shares of Common Stock covered by
each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per Share of Common Stock covered
by each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of shares of Common Stock resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into Shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of Shares of Common Stock subject to an Option.

     (b) Liquidation or Dissolution. In the event of the proposed dissolution
or liquidation of the Company, the Option will terminate immediately prior to
the consummation of such proposed action, unless otherwise provided by the
Board. The Board may, in the exercise of its sole discretion in such instances,
declare that any Option shall terminate as of the date fixed by the Board and
give each Optionee the right to exercise his Option as to all or any part of
the


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Optioned Stock, including Shares as to which the Option would not otherwise
be exercisable.

     (c) Change in Control.

          (i) Assumption of Remaining Amount. In the event of a Change of
Control, to the extent permitted by applicable law and with respect to the
portion of any Options which are unvested as of the date of the Change in
Control (the "Remaining Amount"), any surviving corporation or an Affiliate of
such surviving corporation shall assume or continue the Remaining Amount, or
substitute similar Options for the Remaining Amount.

          (ii) Failure to Assume Remaining Amount. If the surviving corporation
or an Affiliate of such surviving corporation refuses to assume or continue the
Remaining Amount, or substitute similar Options for the Remaining Amount, then:

               (A) each Optionee shall become fully vested as to all Option
Stock immediately before the Change in Control; and

               (B) any amount of any Option which is not vested, or which is
vested but unexercised at the date of the Change of Control shall be terminated
if not exercised prior to the consummation of the Change of Control.

     12. Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the date on which the Board makes the determination granting
such Option. Notice of the determination shall be given to each Employee or
Consultant to whom an Option is so granted within a reasonable time after the
date of such grant.

     13. Amendment and Termination of the Plan.

     (a) Amendment and Termination. The Board may amend or terminate the Plan
from time-to-time in such respects as the Board may deem advisable; provided
that, the following revisions or amendments shall require approval of the
Shareholders of the Company in the manner described in Section 17 of the Plan:

          (i) any increase in the number of Shares subject to the Plan, other
than in connection with an adjustment under Section 11 of the Plan;

          (ii) any change in the designation of the class of Employees or
Consultants eligible to be granted Options;

          (iii) any material increase in the benefits accruing to participate
under the Plan.

     (b) Shareholder Approval. In the event any amendment requiring Shareholder
approval under Section 13(a) of the Plan is made, such Shareholder approval
shall be solicited as described in Section 17 of the Plan.

     (c) Effect of Amendment or Termination. Any such amendment or termination


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of the Plan shall not affect Options already granted and such Options shall
remain in full force and effect as if this Plan had not been amended or
terminated, unless mutually agreed otherwise between the Optionee and the
Board, which agreement must be in writing and signed by the Optionee and the
Company.

         14. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and
the issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act
of 1933, as amended, the Securities and Exchange Act of 1934, as amended, the
rules and regulations promulgated thereunder, state securities laws, and the
requirements of any stock exchange upon which the Shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.

     As a condition to the exercise of an Option, the Company may require the
person exercising such Option to render to the Company a written statement
containing such representations and warranties as, in the opinion of counsel
for the Company, may be required to ensure compliance with any of the
aforementioned relevant provisions of law, including a representation that the
Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares, if, in the opinion of counsel for
the Company, such representation is required.

     15. Reservation of Shares. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     16. Option Agreement. Options shall be evidenced by written option
agreements in such form as the Board shall approve. No option grant shall be
effective against the Company until the Optionee has executed and delivered a
written option agreement.

     17. Shareholder Approval. Continuance of the Plan shall be subject to
approval by the shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted. If such Shareholder approval is obtained at
a duly held Shareholders' Meeting, it may be obtained by the affirmative vote
of the holders of a majority of the Share of the Company present or represented
and entitled to vote thereon.

     In the case of approval by written consent, it must be obtained by the
written consent of all shareholders of the Company, or by written consent of a
smaller percentage of shareholders but only if the Board determines, on the
basis of advice of the Company's legal counsel, that the written consent of
such a smaller percentage of shareholders will comply with all applicable laws
and will not adversely affect the qualifications of the Plan under Section 422
of the Code.

     18. Information to Optionees. The Company shall provide to each Optionee,
during the period for which such Optionee has one or more Options outstanding,
copies of all annual reports and other information which are provided to all
shareholders of the Company. The Company shall not be required to provide such
information if the issuance of Options under the Plan is limited to key
employees whose duties in connection with the Company assure their access to
equivalent information.