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                                                                    EXHIBIT 10.4







                               MDMI HOLDINGS, INC.

                              AMENDED AND RESTATED

                      2000 STOCK OPTION AND INCENTIVE PLAN


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                                TABLE OF CONTENTS

<TABLE>
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                                                                                                    PAGE
<S>   <C>                                                                                           <C>
1.    PURPOSE........................................................................................1
2.    DEFINITIONS....................................................................................1
3.    ADMINISTRATION OF THE PLAN.....................................................................4
      3.1.     Board.................................................................................4
      3.2.     Committee.............................................................................4
      3.3.     Grants................................................................................4
      3.4.     No Liability..........................................................................5
4.    STOCK SUBJECT TO THE PLAN......................................................................5
5.    EFFECTIVE DATE AND TERM OF THE PLAN............................................................6
      5.1.     Effective Date........................................................................6
      5.2.     Term..................................................................................6
6.    OPTION GRANTS..................................................................................6
      6.1.     Employees; Service Providers; or Other Persons........................................6
      6.2.     Successive Grants.....................................................................6
7.    LIMITATIONS ON GRANTS..........................................................................7
      7.1.     Limitations on Incentive Stock Options................................................7
      7.2.     Limitation on Shares of Stock Subject to Grants.......................................7
8.    AWARD AGREEMENT................................................................................7
9.    OPTION PRICE...................................................................................7
10.   VESTING, TERM AND EXERCISE OF OPTIONS..........................................................8
      10.1.    Vesting and Option Period.............................................................8
      10.2.    Term..................................................................................8
      10.3.    Acceleration..........................................................................8
      10.4.    Termination of Employment or Other Relationship.......................................8
      10.5.    Limitations on Exercise of Option.....................................................9
      10.6.    Method of Exercise....................................................................9
      10.7.    Delivery of Stock Certificates........................................................10
11.   TRANSFERABILITY OF OPTIONs.....................................................................10
      11.1.    Transferability of Options............................................................10
      11.2.    Transfers.............................................................................10
12.   RESTRICTED STOCK and Restricted Stock Units....................................................10
      12.1.    Grant of Restricted Stock or Restricted Stock Units...................................10
      12.2.    Restrictions..........................................................................11
      12.3.    Restricted Stock Certificates.........................................................11
      12.4.    Rights of Holders of Restricted Stock.................................................11
      12.5.    Rights of Holders of Restricted Stock Units...........................................11
      12.6.    Termination of Employment or Other Relationship.......................................12
      12.7.    Delivery of Stock and Payment Therefor................................................12
13.   CERTAIN PROVISIONS APPLICABLE TO AWARDS........................................................12
</TABLE>


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<TABLE>
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                                                                                                    PAGE
<S>   <C>                                                                                           <C>
14.   PARACHUTE LIMITATIONS..........................................................................12
15.   REQUIREMENTS OF LAW............................................................................13
      15.1.    General...............................................................................13
      15.2.    Rule 16b-3............................................................................14
16.   AMENDMENT AND TERMINATION OF THE PLAN..........................................................14
17.   EFFECT OF CHANGES IN CAPITALIZATION............................................................14
      17.1.    Changes in Stock......................................................................14
      17.2.    Reorganization in Which the Company Is the Surviving Entity and in
               Which No Change of Control Occurs.....................................................15
      17.3.    Reorganization, Sale of Assets or Sale of Stock Which Involves a Change of Control....15
      17.4.    Adjustments...........................................................................16
      17.5.    No Limitations on Company.............................................................16
18.   DISCLAIMER OF RIGHTS...........................................................................16
19.   NONEXCLUSIVITY OF THE PLAN.....................................................................16
20.   WITHHOLDING TAXES..............................................................................17
21.   CAPTIONS 17
22.   OTHER PROVISIONS...............................................................................17
23.   NUMBER AND GENDER..............................................................................17
24.   SEVERABILITY...................................................................................17
25.   POOLING........................................................................................18
26.   GOVERNING LAW..................................................................................18
</TABLE>


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                               MDMI HOLDINGS, INC.

            AMENDED AND RESTATED 2000 STOCK OPTION AND INCENTIVE PLAN

         MDMI Holdings, Inc., a Colorado corporation (the "Company"), sets forth
herein the terms of its Amended and Restated 2000 Stock Option and Incentive
Plan (the "Plan") as follows:

1.       PURPOSE

         The Plan is intended to enhance the Company's and its affiliates' (as
defined herein) ability to attract and retain highly qualified officers,
directors, key employees, and other persons, and to motivate such officers,
directors, key employees, and other persons to serve the Company and its
affiliates and to expend maximum effort to improve the business results and
earnings of the Company, by providing to such officers, key employees and other
persons an opportunity to acquire or increase a direct proprietary interest in
the operations and future success of the Company. To this end, the Plan provides
for the grant of stock options, restricted stock and restricted stock units in
accordance with the terms hereof. Stock options granted under the Plan may be
non-qualified stock options or incentive stock options, as provided herein.

2.       DEFINITIONS

         For purposes of interpreting the Plan and related documents (including
Award Agreements), the following definitions shall apply:

    2.1 "affiliate" of, or person "affiliated" with, a person means any company
or other trade or business that controls, is controlled by or is under common
control with such person within the meaning of Rule 405 of Regulation C under
the Securities Act, including, without limitation, any Subsidiary.

    2.2 "Award Agreement" means the stock option agreement, restricted stock
agreement, restricted stock unit agreement or other written agreement between
the Company and a Grantee that evidences and sets out the terms and conditions
of a Grant.

    2.3 "Benefit Arrangement" shall have the meaning set forth in SECTION 14
hereof.

    2.4 "Board" means the Board of Directors of the Company.

    2.5 "Change of Control" means (i) the dissolution or liquidation of the
Company or a merger, consolidation, or reorganization of the Company with one or
more other entities in which the Company is not the surviving entity, (ii) a
sale of substantially all of the assets of the Company to another person or
entity, or (iii) any transaction (including without limitation a merger or
reorganization in which the Company is the surviving entity) which results in
any person or entity (other than persons who are shareholders or affiliates of
the Company


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immediately prior to the transaction) owning 80% or more of the combined voting
power of all classes of stock of the Company.

    2.6 "Code" means the Internal Revenue Code of 1986, as now in effect or as
hereafter amended.

    2.7 "Committee" means a committee of, and designated from time to time by
resolution of, the Board, which shall consist of one or more members of the
Board.

    2.8 "Company" means MDMI Holdings, Inc.

    2.9 "Effective Date" means February 3, 2000, the date the Plan is approved
by the Board.

    2.10 "Exchange Act" means the Securities Exchange Act of 1934, as now in
effect or as hereafter amended.

    2.11 "Fair Market Value" means the value of a share of Stock, determined as
follows: if on the Grant Date or other determination date the Stock is listed on
an established national or regional stock exchange, is admitted to quotation on
The Nasdaq Stock Market, Inc., or is publicly traded on an established
securities market, the Fair Market Value of a share of Stock shall be the
closing price of the Stock on such exchange or in such market (if there is more
than one such exchange or market the Board shall determine the appropriate
exchange or market) on the Grant Date or such other determination date (or if
there is no such reported closing price, the Fair Market Value shall be the mean
between the highest bid and lowest asked prices or between the high and low sale
prices on such trading day) or, if no sale of Stock is reported for such trading
day, on the next preceding day on which any sale shall have been reported. If
the Stock is not listed on such an exchange, quoted on such system or traded on
such a market, Fair Market Value shall be the value of the Stock as determined
by the Board in good faith.

    2.12 "Family Member" means a person who is a spouse, former spouse, child,
stepchild, grandchild, parent, stepparent, grandparent, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister,
brother-in-law, or sister-in-law, including adoptive relationships, of the
Grantee, any person sharing the Grantee's household (other than a tenant or
employee), a trust in which any one or more these persons have more than fifty
percent of the beneficial interest, a foundation in which any one or more of
these persons (or the Grantee) control the management of assets, and any other
entity in which one or more these persons (or the Grantee) own more than fifty
percent of the voting interests

    2.13 "Grant" means an award of an Option, Restricted Stock or Restricted
Stock Units under the Plan.

    2.14 "Grant Date" means, as determined by the Board or authorized Committee,
(1) the date as of which the Board or such Committee approves a Grant, (ii) the
date on which the recipient of a Grant first becomes eligible to receive a Grant
under SECTION 6 hereof, or (iii) such other date as may be specified by the
Board or such Committee.

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    2.15 "Grantee" means a person who receives or holds an Option, Restricted
Stock or Restricted Stock Units under the Plan.

    2.16 "Incentive Stock Option" means an "incentive stock option" within the
meaning of Section 422 of the Code, or the corresponding provision of any
subsequently enacted tax statute, as amended from time to time.

    2.17 "Non-Qualified Stock Option" means a stock option that is not an
Incentive Stock Option.

    2.18 "Option" means an option to purchase one or more shares of Stock
pursuant to the Plan.

    2.18 "Option Period" means the period during which Options may be exercised
as set forth in SECTION 10 hereof.

    2.19 "Option Price" means the purchase price for each share of Stock subject
to an Option.

    2.20 "Other Agreement" shall have the meaning set forth in SECTION 14
hereof.

    2.21 "Plan" means this Amended and Restated MDMI Holdings, Inc. 2000 Stock
Option and Incentive Plan.

    2.22 "Reporting Person" means a person who is required to file reports under
Section 16(a) of the Exchange Act.

    2.23 "Restricted Period" means the period during which Restricted Stock or
Restricted Stock Units are subject to restrictions or conditions pursuant to
SECTION 12.2 hereof.

    2.24 "Restricted Stock" means shares of Stock, awarded to a Grantee pursuant
to SECTION 12 hereof, that are subject to restrictions and to a risk of
forfeiture.

    2.25 "Restricted Stock Unit" means a unit awarded to a Grantee pursuant to
SECTION 12 hereof, which represents a conditional right to receive a share of
Stock in the future, and which is subject to restrictions and to a risk of
forfeiture.

    2.26 "Securities Act" means the Securities Act of 1933, as now in effect or
as hereafter amended.

    2.27 "Service Provider" means a director, consultant or adviser to the
Company or an affiliate, a manager of the Company's or an affiliate's properties
or affairs, or other similar service provider or affiliate of the Company, and
employees of any of the foregoing, as such persons may be designated from time
to time by the Board pursuant to SECTION 6 hereof.

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    2.28 "Stock" means the common stock, $.01 par value per share, of the
Company.

    2.29 "Subsidiary" means any "subsidiary corporation" of the Company within
the meaning of Section 424(f) of the Code.

3.       ADMINISTRATION OF THE PLAN

    3.1. BOARD.

         The Board shall have such powers and authorities related to the
administration of the Plan as are consistent with the Company's certificate of
incorporation and by-laws and applicable law. The Board shall have full power
and authority to take all actions and to make all determinations required or
provided for under the Plan, any Grant or any Award Agreement, and shall have
full power and authority to take all such other actions and make all such other
determinations not inconsistent with the specific terms and provisions of the
Plan that the Board deems to be necessary or appropriate to the administration
of the Plan, any Grant or any Award Agreement. All such actions and
determinations shall be by the affirmative vote of a majority of the members of
the Board present at a meeting or by unanimous consent of the Board executed in
writing in accordance with the Company's certificate of incorporation and
by-laws and applicable law. The interpretation and construction by the Board of
any provision of the Plan, any Grant or any Award Agreement shall be final,
binding and conclusive. To the extent permitted by law, the Board may delegate
its authority under the Plan to a member of the Board including an executive
officer of the Company who is a member of the Board.

    3.2. COMMITTEE.

         The Board from time to time may delegate to one or more Committees such
powers and authorities related to the administration and implementation of the
Plan, as set forth in SECTION 3.1 above and in other applicable provisions, as
the Board shall determine, consistent with the certificate of incorporation and
by-laws of the Company and applicable law. In the event that the Plan, any Grant
or any Award Agreement entered into hereunder provides for any action to be
taken by or determination to be made by the Board, such action may be taken by
or such determination may be made by the applicable Committee if the power and
authority to do so has been delegated to the Committee by the Board as provided
for in this Section. Unless otherwise expressly determined by the Board, any
such action or determination by the Committee shall be final, binding and
conclusive. To the extent permitted by law, the Committee may delegate its
authority under the Plan to a member of the Board including an executive officer
of the Company who is a member of the Board.

    3.3. GRANTS.

         Subject to the other terms and conditions of the Plan, the Board shall
have full and final authority to:

         (i) designate Grantees,

         (ii) determine the type or types of Grants to be made to a Grantee,

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         (iii) determine the number of shares of Stock to be subject to a Grant,

         (iv) establish the terms and conditions of each Grant (including, but
not limited to, the exercise price of any Option, the nature and duration of any
restriction or condition (or provision for lapse thereof) relating to the
vesting, exercise, transfer, or forfeiture of a Grant or the shares of Stock
subject thereto, and any terms or conditions that may be necessary to qualify
Options as Incentive Stock Options),

         (v) prescribe the form of each Award Agreement evidencing a Grant, and

         (vi) amend, modify, or supplement the terms of any outstanding Grant.

         Such authority specifically includes the authority, in order to
effectuate the purposes of the Plan but without amending the Plan, to modify
Grants to eligible individuals who are foreign nationals or are individuals who
are employed outside the United States to recognize differences in local law,
tax policy, or custom. As a condition to any Grant, the Board shall have the
right, at its discretion, to require Grantees to return to the Company Grants
previously awarded under the Plan. Subject to the terms and conditions of the
Plan, any such subsequent Grant shall be upon such terms and conditions as are
specified by the Board at the time the new Grant is made. The Board shall have
the right, in its discretion, to make Grants in substitution or exchange for any
other grant under another plan of the Company, any Affiliate, or any business
entity to be acquired by the Company or an Affiliate. The Company may retain the
right in an Award Agreement to cause a forfeiture of the gain realized by a
Grantee on account of actions taken by the Grantee in violation or breach of or
in conflict with any non-competition agreement, any agreement prohibiting
solicitation of employees or clients of the Company or any affiliate thereof or
any confidentiality obligation with respect to the Company or any affiliate
thereof or otherwise in competition with the Company, to the extent specified in
such Award Agreement applicable to the Grantee. Furthermore, the Company may
annul a Grant if the Grantee is an employee of the Company or an affiliate
thereof and is terminated "for cause" as defined in the applicable Award
Agreement.

         The Board may permit or require the deferral of any award payment into
a deferred compensation arrangement, subject to such rules and procedures as it
may establish, which may include provisions for the payment or crediting of
interest or dividend equivalents, including converting such credits into
deferred Stock equivalents and restricting deferrals to comply with hardship
distribution rules affecting 401(k) plans.

    3.4. NO LIABILITY.

         No member of the Board or of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any Grant
or Award Agreement.

4.       STOCK SUBJECT TO THE PLAN

         The number of shares of Stock available for issuance under the Plan
shall be One Million Seven Hundred Thousand (1,700,000), which number of
reserved shares shall be automatically


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increased on the first trading day of January of each calendar year, beginning
with January in calendar year 2003, by a number of shares equal to the lesser of
either: (i) Six Hundred Thousand (600,000) shares or (ii) such number of shares
of Stock as the Board may determine. Both the 1,700,000 shares initially
reserved for issuance and the 600,000 share annual increase shall be subject to
adjustment as provided in SECTION 17 hereof.

         Stock issued or to be issued under the Plan shall be authorized but
unissued shares. If any shares covered by a Grant are not purchased or are
forfeited, or if a Grant otherwise terminates without delivery of any Stock
subject thereto, then the number of shares of Stock counted against the
aggregate number of shares available under the Plan with respect to such Grant
shall, to the extent of any such forfeiture or termination, again be available
for making Grants under the Plan. If the exercise price of any Option granted
under the Plan is satisfied by tendering shares of Stock to the Company (by
either actual delivery or by attestation), only the number of shares of Stock
issued net of the shares of Stock tendered shall be deemed delivered for
purposes of determining the maximum number of shares of Stock available for
delivery under the Plan.

5.      EFFECTIVE DATE AND TERM OF THE PLAN

    5.1. EFFECTIVE DATE.

        The Plan shall be effective as of the Effective Date, subject to
approval of the Plan within one year of the Effective Date, by a majority of the
votes cast on the proposal at a meeting of shareholders, provided that a quorum
is present or by the written consent of the holders of a majority of the
Company's shares of Stock entitled to vote. Upon approval of the Plan by the
shareholders of the Company as set forth above, all Grants made under the Plan
on or after the Effective Date shall be fully effective as if the shareholders
of the Company had approved the Plan on the Effective Date. If the shareholders
fail to approve the Plan within one year after the Effective Date, any Grants
made hereunder shall be null and void and of no effect.

    5.2. TERM.

        The Plan shall terminate automatically ten (10) years after its adoption
by the Board.

6.       OPTION GRANTS

    6.1. EMPLOYEES; SERVICE PROVIDERS; OR OTHER PERSONS.

        Grants (including Grants of Incentive Stock Options, subject to SECTION
7.1) may be made under the Plan to: (i) any employee, officer or director of, or
other Service Provider providing, or who has provided, services to, the Company
or any affiliate, including any such employee who is an officer or director of
the Company or of any affiliate, as the Board shall determine and designate from
time to time; or (ii) any other individual whose participation in the Plan is
determined to be in the best interests of the Company by the Board.

    6.2. SUCCESSIVE GRANTS.

        An eligible person may receive more than one Grant, subject to such
restrictions as are provided herein.


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7.       LIMITATIONS ON GRANTS

    7.1. LIMITATIONS ON INCENTIVE STOCK OPTIONS.

         An Option shall constitute an Incentive Stock Option only (i) if the
Grantee of such Option is an employee of the Company or any Subsidiary of the
Company; (ii) to the extent specifically provided in the related Award
Agreement; and (iii) to the extent that the aggregate Fair Market Value
(determined at the time the Option is granted) of the shares of Stock with
respect to which all Incentive Stock Options held by such Grantee become
exercisable for the first time during any calendar year (under the Plan and all
other plans of the Grantee's employer and its affiliates) does not exceed
$100,000. This limitation shall be applied by taking Options into account in the
order in which they were granted.

    7.2. LIMITATION ON SHARES OF STOCK SUBJECT TO GRANTS

         During any time when the Company has a class of equity security
registered under Section 12 of the Exchange Act, but only after such time as the
reliance period described in Treas. Reg. Section 1.162-27(f)(2) has expired, and
subject to adjustment as provided in SECTION 17 hereof, the maximum number of
shares of Stock subject to Options that can be awarded under the Plan to any
person eligible for a Grant under Section 6 hereof is Five Hundred Thousand
(500,000) per year.

8.       AWARD AGREEMENT

         Each Grant pursuant to the Plan shall be evidenced by an Award
Agreement, in such form or forms as the Board shall from time to time determine,
which specifies the number of shares subject to the Grant and provides for
adjustment in accordance with SECTION 17. Award Agreements granted from time to
time or at the same time need not contain similar provisions but shall be
consistent with the terms of the Plan. Each Award Agreement evidencing a Grant
of Options shall specify whether such Options are intended to be Non-Qualified
Stock Options or Incentive Stock Options, and in the absence of such
specification such options shall be deemed Non-Qualified Stock Options.

9.       OPTION PRICE

         The Option Price of each Option shall be fixed by the Board and stated
in the Award Agreement evidencing such Option. In the case of an Incentive Stock
Option the Option Price shall not be less than the Fair Market Value on the
Grant Date of a share of Stock; provided, however, that in the event that a
Grantee would otherwise be ineligible to receive an Incentive Stock Option by
reason of the provisions of Sections 422(b)(6) and 424(d) of the Code (relating
to ownership of more than ten percent of the Company's outstanding shares of
Stock), the Option Price of an Option granted to such Grantee that is intended
to be an Incentive Stock Option shall be not less than the greater of the par
value or 110 percent of the Fair Market Value of a share of Stock on the Grant
Date. In no case shall the Option Price of any Option be less than the par value
of a share of Stock.

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10.      VESTING, TERM AND EXERCISE OF OPTIONS

    10.1. VESTING AND OPTION PERIOD.

         Subject to SECTIONS 10.2 and 17.3 hereof, each Option granted under the
Plan shall become exercisable at such times and under such conditions as shall
be determined by the Board and stated in the Award Agreement. For purposes of
this SECTION 10.1, fractional numbers of shares of Stock subject to an Option
shall be rounded down to the next nearest whole number. The period during which
any Option shall be exercisable shall constitute the "Option Period" with
respect to such Option.

    10.2. TERM.

         Each Option granted under the Plan shall terminate, and all rights to
purchase shares of Stock thereunder shall cease, upon the expiration of ten
years from the date such Option is granted, or under such circumstances and on
such date prior thereto as is set forth in the Plan or as may be fixed by the
Board and stated in the Award Agreement relating to such Option; provided,
however, that in the event that the Grantee would otherwise be ineligible to
receive an Incentive Stock Option by reason of the provisions of Sections
422(b)(6) and 424(d) of the Code (relating to ownership of more than ten percent
of the outstanding shares of Stock), an Option granted to such Grantee that is
intended to be an Incentive Stock Option shall not be exercisable after the
expiration of five years from its Grant Date.

    10.3. ACCELERATION.

         Any limitation on the exercise of an Option contained in any Award
Agreement may be rescinded, modified or waived by the Board, in its sole
discretion, at any time and from time to time after the Grant Date of such
Option, so as to accelerate the time at which the Option may be exercised.
Notwithstanding any other provision of the Plan, no Option shall be exercisable
in whole or in part prior to the date the Plan is approved by the shareholders
of the Company as provided in SECTION 5.1 hereof.

    10.4. TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.

         Each Award Agreement shall set forth the extent to which the Grantee
shall have the right to exercise the Option following termination of the
Grantee's employment or other relationship with the Company or an affiliate of
the Company. Such provisions shall be determined in the sole discretion of the
Board, need not be uniform among all Options issued pursuant to the Plan, and
may reflect distinctions based on the reasons for termination of employment or
other relationship. Whether a termination of employment or other relationship
shall have occurred for purposes of the Plan shall be determined by the Board,
which determination shall be final and conclusive. For purposes of the Plan, a
termination of employment, service or other relationship shall not be deemed to
occur if the Grantee is immediately thereafter a director of the Company or an
affiliate.

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    10.5. LIMITATIONS ON EXERCISE OF OPTION.

        Notwithstanding any other provision of the Plan, in no event may any
Option be exercised, in whole or in part, prior to the date the Plan is approved
by the shareholders of the Company as provided herein, or after ten years
following the date upon which the Option is granted, or after the occurrence of
an event referred to in SECTION 17 hereof which results in termination of the
Option.

    10.6. METHOD OF EXERCISE.

         An Option that is exercisable may be exercised by the Grantee's
delivery to the Company of written notice of exercise on any business day, at
the Company's principal office, addressed to the attention of the Board. Such
notice shall specify the number of shares of Stock with respect to which the
Option is being exercised and shall be accompanied by payment in full of the
Option Price of the shares for which the Option is being exercised. The minimum
number of shares of Stock with respect to which an Option may be exercised, in
whole or in part, at any time shall be the lesser of (i) 100 shares or such
lesser number set forth in the applicable Award Agreement and (ii) the maximum
number of shares available for purchase under the Option at the time of
exercise. Payment of the Option Price for the shares purchased pursuant to the
exercise of an Option shall be made (i) in cash or in cash equivalents
acceptable to the Company; (ii) to the extent permitted by law and at the
Board's discretion, through the tender to the Company of shares of Stock, which
shares, if acquired from the Company, shall have been held for at least six
months at the time of tender and which shall be valued, for purposes of
determining the extent to which the Option Price has been paid thereby, at their
Fair Market Value on the date of exercise; (iii) to the extent permitted by law
and at the Board's discretion, through the withholding of shares of Stock
otherwise issuable upon the exercise of the Option, for purposes of determining
the extent to which the Option Price has been paid thereby, at their Fair Market
Value on the date of exercise; or (iv) to the extent permitted by law and at the
Board's discretion, by a combination of the methods described in (i), (ii) and
(iii).

         From and after the time the shares of Stock become publicly traded on
an established securities market, payment in full of the Option Price need not
accompany the written notice of exercise provided that the notice of exercise
directs that the certificate or certificates for the shares of Stock for which
the Option is exercised be delivered to a licensed broker acceptable to the
Company as the agent for the individual exercising the Option and, at the time
such certificate or certificates are delivered, the broker tenders to the
Company cash (or cash equivalents acceptable to the Company) equal to the Option
Price for the shares of Stock purchased pursuant to the exercise of the Option
plus the amount (if any) of federal and/or other taxes which the Company may in
its judgment, be required to withhold with respect to the exercise of the
Option. An attempt to exercise any Option granted hereunder other than as set
forth above shall be invalid and of no force and effect. Unless otherwise stated
in the applicable Award Agreement, an individual holding or exercising an Option
shall have none of the rights of a shareholder (for example, the right to
receive cash or dividend payments or distributions attributable to the subject
shares of Stock or to direct the voting of the subject shares of Stock) until
the shares of Stock covered thereby are fully paid and issued to such
individual. Except as provided in SECTION 17 hereof, no adjustment shall be made
for dividends, distributions or other rights for which the record date is prior
to the date of such issuance.


                                       -9-

<PAGE>   13


    10.7. DELIVERY OF STOCK CERTIFICATES.

         Promptly after the exercise of an Option by a Grantee and the payment
in full of the Option Price, such Grantee shall be entitled to the issuance of
a stock certificate or certificates evidencing such Grantee's ownership of the
shares of Stock subject to the Option.

11.      TRANSFERABILITY OF OPTIONS

    11.1. TRANSFERABILITY OF OPTIONS

         Except as provided in SECTION 11.2, during the lifetime of a Grantee,
only the Grantee (or, in the event of legal incapacity or incompetency, the
Grantee's guardian or legal representative) may exercise an Option. Except as
provided in SECTION 11.2, no Option shall be assignable or transferable by the
Grantee to whom it is granted, other than by will or the laws of descent and
distribution.

    11.2. TRANSFERS.

         If authorized in the applicable Award Agreement, a Grantee may
transfer, not for value, all or part of an Option that is not an Incentive Stock
Option to any Family Member. For the purpose of this SECTION 11.2, a "not for
value" transfer is a transfer which is (i) a gift, (ii) a transfer under a
domestic relations order in settlement of marital property rights; or (iii)
unless applicable law does not permit such transfers, a transfer to an entity in
which more than fifty percent of the voting interests are owned by Family
Members (or the Grantee) in exchange for an interest in that entity. Following a
transfer under this SECTION 11.2, any such Option shall continue to be subject
to the same terms and conditions as were applicable immediately prior to
transfer, and shares of Stock acquired pursuant to the Option shall be subject
to the same restrictions on transfer of shares as would have applied to the
Grantee. Subsequent transfers of transferred Options are prohibited except to
Family Members of the original Grantee in accordance with this SECTION 11.2 or
by will or the laws of descent and distribution. The events of termination of
employment or other relationship of SECTION 10.4 hereof shall continue to be
applied with respect to the original Grantee, following which the Option shall
be exercisable by the transferee only to the extent, and for the periods
specified in the applicable Award Agreement,

12.      RESTRICTED STOCK AND RESTRICTED STOCK UNITS

    12.1. GRANT OF RESTRICTED STOCK OR RESTRICTED STOCK UNITS.

         The Board may from time to time grant Restricted Stock or Restricted
Stock Units to persons eligible to receive Grants under SECTION 6 hereof,
subject to such restrictions, conditions and other terms as the Board may
determine.


                                      -10-
<PAGE>   14


    12.2. RESTRICTIONS.

         At the time a Grant of Restricted Stock or Restricted Stock Units is
made, the Board shall establish a period of time (the "Restricted Period")
applicable to such Restricted Stock or Restricted Stock Units. Each Grant of
Restricted Stock or Restricted Stock Units may be subject to a different
Restricted Period. The Board may, in its sole discretion, at the time a Grant of
Restricted Stock or Restricted Stock Units is made, prescribe restrictions in
addition to or other than the expiration of the Restricted Period, including the
satisfaction of corporate or individual performance objectives, which may be
applicable to all or any portion of the Restricted Stock or Restricted Stock
Units. Such performance objectives shall be established in writing by the Board
prior to the ninetieth day of the year in which the Grant is made and while the
outcome is substantially uncertain. Performance objectives shall be based on a
number of factors including, but not limited to, Stock price, market share,
sales, earnings per share, return on equity or costs. Performance objectives may
include positive results, maintaining the status quo or limiting economic
losses. Subject to the fourth sentence of this SECTION 12.2, the Board also may,
in its sole discretion, shorten or terminate the Restricted Period or waive any
other restrictions applicable to all or a portion of the Restricted Stock or
Restricted Stock Units. Neither Restricted Stock nor Restricted Stock Units may
be sold, transferred, assigned, pledged or otherwise encumbered or disposed of
during the Restricted Period or prior to the satisfaction of any other
restrictions prescribed by the Board with respect to such Restricted Stock or
Restricted Stock Units.

    12.3. RESTRICTED STOCK CERTIFICATES.

        The Company shall issue, in the name of each Grantee to whom Restricted
Stock has been granted, stock certificates representing the total number of
shares of Restricted Stock granted to the Grantee, as soon as reasonably
practicable after the Grant Date. The Board may provide in an Award Agreement
that either (i) the Secretary of the Company shall hold such certificates for
the Grantees benefit until such time as the Restricted Stock is forfeited to the
Company, or the restrictions lapse, or (ii) such certificates shall be delivered
to the Grantee, provided, however, that such certificates shall bear a legend or
legends that complies with the applicable securities laws and regulations and
makes appropriate reference to the restrictions imposed under the Plan and the
Award Agreement.

    12.4. RIGHTS OF HOLDERS OF RESTRICTED STOCK.

        Unless the Board otherwise provides in an Award Agreement, holders of
Restricted Stock shall have the right to vote such Stock and the right to
receive any dividends declared or paid with respect to such Stock. The Board may
provide that any dividends paid on Restricted Stock must be reinvested in shares
of Stock, which may or may not be subject to the same vesting conditions and
restrictions applicable to such Restricted Stock. All distributions, if any,
received by a Grantee with respect to Restricted Stock as a result of any stock
split, stock dividend, combination of shares, or other similar transaction shall
be subject to the restrictions applicable to the original Grant.

    12.5. RIGHTS OF HOLDERS OF RESTRICTED STOCK UNITS.

        Unless the Board otherwise provides in an Award Agreement, holders of
Restricted Stock Units shall have no rights as stockholders of the Company. The
Board may provide in an Award


                                      -11-
<PAGE>   15


Agreement evidencing a Grant of Restricted Stock Units that the holder of such
Restricted Stock Units shall be entitled to receive, upon the Company's payment
of a cash dividend on its outstanding Stock, a cash payment for each Restricted
Stock Unit held equal to the per-share dividend paid on the Stock. Such Award
Agreement may also provide that such cash payment will be deemed reinvested in
additional Restricted Stock Units at a price per unit equal to the Fair Market
Value of a share of Stock on the date that such dividend is paid.

    12.6. TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.

        Unless otherwise provided by the Board in the applicable Award
Agreement, upon the termination of a Grantee's employment or other relationship
with the Company or an affiliate any shares of Restricted Stock or Restricted
Stock Units held by such Grantee that have not vested, or with respect to which
all applicable restrictions and conditions have not lapsed, shall immediately be
deemed forfeited. Upon forfeiture of Restricted Stock or Restricted Stock Units,
the Grantee shall have no further rights with respect to such Grant, including
but not limited to any right to vote Restricted Stock or any right to receive
dividends with respect to shares of Restricted Stock or Restricted Stock Units.
Whether a termination of employment or other relationship shall have occurred
for purposes of the Plan shall be determined by the Board, which determination
shall be final and conclusive. For purposes of the Plan, a termination of
employment, service or other relationship shall not be deemed to occur if the
Grantee is immediately thereafter a director of the Company or an affiliate.

    12.7. DELIVERY OF STOCK AND PAYMENT THEREFOR.

         Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Board, the restrictions
applicable to shares of Restricted Stock or Restricted Stock Units shall lapse,
and, unless otherwise provided in the Award Agreement, upon payment by the
Grantee to the Company, in cash or by check, of the greater of (i) the aggregate
par value of the shares of Stock represented by such Restricted Stock or
Restricted Stock Units or (ii) the purchase price, if any, specified in the
Award agreement relating to such Restricted Stock or Restricted Stock Units, a
stock certificate for such shares shall be delivered, free of all such
restrictions, to the Grantee or the Grantee's beneficiary or estate, as the case
may be.

13.      CERTAIN PROVISIONS APPLICABLE TO AWARDS

         The term of each Grant shall be for such period as may be determined by
the Board; provided that in no event shall the term of any Option exceed a
period of ten years (or such shorter term as may be required in respect of an
Incentive Stock Option under Section 422 of the Code).

14.      PARACHUTE LIMITATIONS

         Notwithstanding any other provision of this Plan or of any other
agreement, contract, or understanding heretofore or hereafter entered into by a
Grantee with the Company or any affiliate, except an agreement, contract, or
understanding hereafter entered into that expressly modifies or excludes
application of this paragraph (an "Other Agreement"), and notwithstanding


                                      -12-
<PAGE>   16


any formal or informal plan or other arrangement for the direct or indirect
provision of compensation to the Grantee (including groups or classes of
participants or beneficiaries of which the Grantee is a member), whether or not
such compensation is deferred, is in cash, or is in the form of a benefit to or
for the Grantee (a "Benefit Arrangement"), if the Grantee is a "disqualified
individual," as defined in Section 280G(c) of the Code, any Option, Restricted
Stock or Restricted Stock Unit held by that Grantee and any right to receive any
payment or other benefit under this Plan shall not become exercisable or vested
(i) to the extent that such right to exercise, vesting, payment, or benefit,
taking into account all other rights, payments, or benefits to or for the
Grantee under this Plan, all Other Agreements, and all Benefit Arrangements,
would cause any payment or benefit to the Grantee under this Plan to be
considered a "parachute payment" within the meaning of Section 280G(b)(2) of the
Code as then in effect (a "Parachute Payment") and (ii) if, as a result of
receiving a Parachute Payment, the aggregate after-tax amounts received by the
Grantee from the Company under this Plan, all Other Agreements, and all Benefit
Arrangements would be less than the maximum after-tax amount that could be
received by the Grantee without causing any such payment or benefit to be
considered a Parachute Payment. In the event that the receipt of any such right
to exercise, vesting, payment, or benefit under this Plan, in conjunction with
all other rights, payments, or benefits to or for the Grantee under any Other
Agreement or any Benefit Arrangement would cause the Grantee to be considered to
have received a Parachute Payment under this Plan that would have the effect of
decreasing the after-tax amount received by the Grantee as described in clause
(ii) of the preceding sentence, then the Grantee shall have the right, in the
Grantee's sole discretion, to designate those rights, payments, or benefits
under this Plan, any Other Agreements, and any Benefit Arrangements that should
be reduced or eliminated so as to avoid having the payment or benefit to the
Grantee under this Plan be deemed to be a Parachute Payment.

15.      REQUIREMENTS OF LAW

    15.1. GENERAL.

         The Company shall not be required to sell or issue any shares of Stock
under any Grant if the sale or issuance of such shares would constitute a
violation by the Grantee, any other individual exercising a right emanating from
such Grant, or the Company of any provision of any law or regulation of any
governmental authority, including without limitation any federal or state
securities laws or regulations. If at any time the Company shall determine, in
its discretion, that the listing, registration or qualification of any shares
subject to a Grant upon any securities exchange or under any governmental
regulatory body is necessary or desirable as a condition of, or in connection
with, the issuance or purchase of shares hereunder, no shares of Stock may be
issued or sold to the Grantee or any other individual exercising an Option
pursuant to such Grant unless such listing, registration, qualification, consent
or approval shall have been effected or obtained free of any conditions not
acceptable to the Company, and any delay caused thereby shall in no way affect
the date of termination of the Grant. Specifically, in connection with the
Securities Act, upon the exercise of any right emanating from such Grant or the
delivery of any shares of Restricted Stock or Stock underlying Restricted Stock
Units, unless a registration statement under such Act is in effect with respect
to the shares of Stock covered by such Grant, the Company shall not be required
to sell or issue such shares unless the Board has received


                                      -13-
<PAGE>   17


evidence satisfactory to it that the Grantee or any other individual exercising
an Option may acquire such shares pursuant to an exemption from registration
under the Securities Act. Any determination in this connection by the Board
shall be final, binding, and conclusive. The Company may, but shall in no event
be obligated to, register any securities covered hereby pursuant to the
Securities Act. The Company shall not be obligated to take any affirmative
action in order to cause the exercise of an Option or the issuance of shares of
Stock pursuant to the Plan to comply with any law or regulation of any
governmental authority. As to any jurisdiction that expressly imposes the
requirement that an Option shall not be exercisable until the shares of Stock
covered by such Option are registered or are exempt from registration, the
exercise of such Option (under circumstances in which the laws of such
jurisdiction apply) shall be deemed conditioned upon the effectiveness of such
registration or the availability of such an exemption.

    15.2. RULE 16B-3.

         During any time when the Company has a class of equity security
registered under Section 12 of the Exchange Act, it is the intent of the Company
that Grants pursuant to the Plan and the exercise of Options granted hereunder
will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To
the extent that any provision of the Plan or action by the Board does not comply
with the requirements of Rule 16b-3, it shall be deemed inoperative to the
extent permitted by law and deemed advisable by the Board, and shall not affect
the validity of the Plan. In the event that Rule 16b-3 is revised or replaced,
the Board may exercise its discretion to modify this Plan in any respect
necessary to satisfy the requirements of, or to take advantage of any features
of, the revised exemption or its replacement.

16.      AMENDMENT AND TERMINATION OF THE PLAN

         The Board may, at any time and from time to time, amend, suspend, or
terminate the Plan as to any shares of Stock as to which Grants have not been
made. An amendment to the Plan shall be contingent on approval of the Company's
stockholders only to the extent required by applicable law, regulations or
rules. No Grants shall be made after the termination of the Plan. No amendment,
suspension, or termination of the Plan shall, without the consent of the
Grantee, alter or impair rights or obligations under any Grant theretofore
awarded under the Plan.

17.      EFFECT OF CHANGES IN CAPITALIZATION

    17.1. CHANGES IN STOCK.

         If the number of outstanding shares of Stock is increased or decreased
or the shares of Stock are changed into or exchanged for a different number or
kind of shares or other securities of the Company on account of any
recapitalization, reclassification, stock split, reverse split, combination of
shares, exchange of shares, stock dividend or other distribution payable in
capital stock, or other increase or decrease in such shares effected without
receipt of consideration by the Company occurring after the Effective Date, the
number and kinds of shares for which Grants of Options, Restricted Stock and
Restricted Stock Units may be made under the Plan shall be adjusted
proportionately and accordingly by the Company. In addition, the number and kind
of shares for which Grants are outstanding shall be adjusted proportionately and
accordingly so


                                      -14-
<PAGE>   18


that the proportionate interest of the Grantee immediately following such event
shall, to the extent practicable, be the same as immediately before such event.
Any such adjustment in outstanding Options shall not change the aggregate Option
Price payable with respect to shares that are subject to the unexercised portion
of an Option outstanding but shall include a corresponding proportionate
adjustment in the Option Price per share. The conversion of any convertible
securities of the Company shall not be treated as an increase in shares effected
without receipt of consideration. In the event of any distribution to the
Company's stockholders of securities of any other entity or other assets (other
than dividends payable in cash or stock of the Company) without receipt of
consideration by the Company, the Company may, in such manner as the Company
deems appropriate, adjust (i) the number and kind of shares subject to
outstanding Grants and/or (ii) the exercise price of outstanding Options to
reflect such distribution.

    17.2. REORGANIZATION IN WHICH THE COMPANY IS THE SURVIVING ENTITY AND IN
          WHICH NO CHANGE OF CONTROL OCCURS.

         Subject to SECTION 17.3 hereof, if the Company shall be the surviving
entity in any reorganization, merger, or consolidation of the Company with one
or more other entities and in which no Change of Control occurs, any Option
theretofore granted pursuant to the Plan shall pertain to and apply to the
securities to which a holder of the number of shares of Stock subject to such
Option would have been entitled immediately following such reorganization,
merger, or consolidation, with a corresponding proportionate adjustment of the
Option Price per share so that the aggregate Option Price thereafter shall be
the same as the aggregate Option Price of the shares remaining subject to the
Option immediately prior to such reorganization, merger, or consolidation.
Subject to any contrary language in an Award Agreement evidencing a Grant of
Restricted Stock, any restrictions applicable to such Restricted Stock shall
apply as well to any replacement shares received by the Grantee as a result of
the reorganization, merger or consolidation.

    17.3. REORGANIZATION, SALE OF ASSETS OR SALE OF STOCK WHICH INVOLVES A
          CHANGE OF CONTROL.

         Subject to the exceptions set forth in the last sentence of this
SECTION 17.3, (i) upon the occurrence of a Change of Control, all outstanding
shares of Restricted Stock and Restricted Stock Units shall be deemed to have
vested, and all restrictions and conditions applicable to such shares of
Restricted Stock and Restricted Stock Units shall be deemed to have lapsed,
immediately prior to the occurrence of such Change of Control, and (ii) fifteen
days prior to the scheduled consummation of a Change of Control, all Options
outstanding hereunder shall become immediately exercisable and shall remain
exercisable for a period of fifteen days. Any exercise of an Option during such
fifteen-day period shall be conditioned upon the consummation of the event and
shall be effective only immediately before the consummation of the event. Upon
consummation of any Change of Control, the Plan and all outstanding but
unexercised Options shall terminate. The Board shall send written notice of an
event that will result in such a termination to all individuals who hold Options
not later than the time at which the Company gives notice thereof to its
shareholders. This SECTION 17.3 shall not apply to any Change of Control to the
extent that (A) provision is made in writing in connection with such Change of
Control for the assumption of the Options, Restricted Stock and Restricted Stock
Units theretofore granted, or for the substitution for such Options, Restricted
Stock and Restricted Stock


                                      -15-
<PAGE>   19


Units of new options, restricted stock and restricted stock units covering the
stock of a successor entity, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kinds of shares or units and exercise prices,
in which event the Plan and Options, Restricted Stock and Restricted Stock Units
theretofore granted shall continue in the manner and under the terms so provided
or (B) a majority of the full Board determines that such Change of Control shall
not trigger application of the provisions of this SECTION 17.3, subject to
SECTION 25.

    17.4. ADJUSTMENTS.

         Adjustments under this SECTION 17 related to shares of Stock or
securities of the Company shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. No fractional shares or
other securities shall be issued pursuant to any such adjustment, and any
fractions resulting from any such adjustment shall be eliminated in each case by
rounding downward to the nearest whole share.

    17.5. NO LIMITATIONS ON COMPANY.

         The making of Grants pursuant to the Plan shall not affect or limit in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations, or changes of its capital or business
structure or to merge, consolidate, dissolve, or liquidate, or to sell or
transfer all or any part of its business or assets.

18.      DISCLAIMER OF RIGHTS

         No provision in the Plan or in any Grant or Award Agreement shall be
construed to confer upon any individual the right to remain in the employ or
service of the Company or any affiliate, or to interfere in any way with any
contractual or other right or authority of the Company either to increase or
decrease the compensation or other payments to any individual at any time, or to
terminate any employment or other relationship between any individual and the
Company. In addition, notwithstanding anything contained in the Plan to the
contrary, unless otherwise stated in the applicable Award Agreement, no Grant
awarded under the Plan shall be affected by any change of duties or position of
the Grantee, so long as such Grantee continues to be a director, officer,
consultant or employee of the Company or any affiliate. The obligation of the
Company to pay any benefits pursuant to this Plan shall be interpreted as a
contractual obligation to pay only those amounts described herein, in the manner
and under the conditions prescribed herein. The Plan shall in no way be
interpreted to require the Company to transfer any amounts to a third party
trustee or otherwise hold any amounts in trust or escrow for payment to any
participant or beneficiary under the terms of the Plan. No Grantee shall have
any of the rights of a shareholder with respect to the shares of Stock subject
to an Option except to the extent the certificates for such shares of Stock
shall have been issued upon the exercise of the Option.

19.      NONEXCLUSIVITY OF THE PLAN

         Neither the adoption of the Plan nor the submission of the Plan to the
shareholders of the Company for approval shall be construed as creating any
limitations upon the right and authority


                                      -16-
<PAGE>   20


of the Board to adopt such other incentive compensation arrangements (which
arrangements may be applicable either generally to a class or classes of
individuals or specifically to a particular individual or particular
individuals) as the Board in its discretion determines desirable, including,
without limitation, the granting of stock options otherwise than under the Plan.

20.      WITHHOLDING TAXES

         The Company or any affiliate, as the case may be, shall have the right
to deduct from payments of any kind otherwise due to a Grantee any Federal,
state, or local taxes of any kind required by law to be withheld with respect to
the vesting of or other lapse of restrictions applicable to Restricted Stock or
Restricted Stock Units or upon the issuance of any shares of Stock upon the
exercise of an Option. At the time of such vesting, lapse, or exercise, the
Grantee shall pay to the Company or affiliate, as the case may be, any amount
that the Company or affiliate may reasonably determine to be necessary to
satisfy such withholding obligation. Subject to the prior approval of the
Company or the affiliate, which may be withheld by the Company or the affiliate,
as the case may be, in its sole discretion, the Grantee may elect to satisfy
such obligations, in whole or in part, (i) by causing the Company or the
affiliate to withhold shares of Stock otherwise issuable to the Grantee or (ii)
by delivering to the Company or the affiliate shares of Stock already owned by
the Grantee. The shares of Stock so delivered or withheld shall have an
aggregate Fair Market Value equal to such withholding obligations. The Fair
Market Value of the shares of Stock used to satisfy such withholding obligation
shall be determined by the Company or the affiliate as of the date that the
amount of tax to be withheld is to be determined. A Grantee who has made an
election pursuant to this SECTION 20 may satisfy his or her withholding
obligation only with shares of Stock that are not subject to any repurchase,
forfeiture, unfulfilled vesting, or other similar requirements.

21.      CAPTIONS

         The use of captions in this Plan or any Award Agreement is for the
convenience of reference only and shall not affect the meaning of any provision
of the Plan or such Award Agreement.

22.      OTHER PROVISIONS

         Each Grant awarded under the Plan may contain such other terms and
conditions not inconsistent with the Plan as may be determined by the Board, in
its sole discretion.

23.      NUMBER AND GENDER

         With respect to words used in this Plan, the singular form shall
include the plural form, the masculine gender shall include the feminine gender,
etc., as the context requires.

24.      SEVERABILITY

         If any provision of the Plan or any Award Agreement shall be determined
to be illegal or unenforceable by any court of law in any jurisdiction, the
remaining provisions hereof and thereof shall be severable and enforceable in
accordance with their terms, and all provisions shall remain enforceable in any
other jurisdiction.

                                      -17-
<PAGE>   21


25.      POOLING

        In the event any provision of the Plan or the Award Agreement would
prevent the use of pooling of interests accounting in a corporate transaction
involving the Company or an affiliate of the Company and such transaction is
contingent upon pooling of interests accounting, then that provision shall be
deemed amended or revoked to the extent required to preserve such pooling of
interests. The Company may require in an Award Agreement that a Grantee who
receives a Grant under the Plan shall, upon advice from the Company, take (or
refrain from taking, as appropriate) all actions necessary or desirable to
ensure that pooling of interests accounting is available.

26.      GOVERNING LAW

         The validity and construction of this Plan and the instruments
evidencing the Grants awarded hereunder shall be governed by the laws of the
State of Colorado (excluding the choice of law rules thereof).

                                      * * *


        The Plan was duly adopted and approved by the Board of Directors of the
Company as of the 3rd day of February, 2000. The Plan was duly approved by the
stockholders of the Company on the ___ day of __________, 2001. The Plan was
amended and restated by the Board of Directors and the amendment and restatement
was approved by the stockholders on January __, 2001.



                                      -18-