Exhibit 4.1

                             2004 STOCK OPTION PLAN

                                   ARTICLE I
                            ESTABLISHMENT AND PURPOSE

     1.1 Establishment. Navidec, Inc., a Colorado corporation (the "Company"),
hereby establishes a stock option plan for key employees, consultants and
members of the Board of Directors of the Company or of a subsidiary of the
Company, providing material services to the Company, which shall be known as the
NAVIDEC 2004 STOCK OPTION PLAN (the "Plan"). The Company shall enter into Option
agreements with Optionees pursuant to the Plan. This Plan ratifies and approves
options issued on and after June 1, 2003 (the "Effective Date"). Any Options
issued by the Company on or after the Effective Date and not covered by any
other option plan of the Company shall be deemed issued under and pursuant to
this Plan and shall be governed by all of its terms and conditions.

     1.2 Purpose. The purpose of the Plan is to enhance shareholder value by
attracting, retaining and motivating key employees, consultants and members of
the Board of Directors of the Company and of any subsidiary of the Company by
providing them with a means to acquire a proprietary interest in the Company's
success.

                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

     All current and former employees, consultants and members of the Board of
Directors of the Company (the "Board"), and of any subsidiary of the Company,
are eligible to participate in the Plan and receive Options under the Plan.
Optionees under the Plan shall be selected by the Board, in its sole discretion,
from among those current and former employees, consultants and members of the
Board of the Company, and of any subsidiary of the Company, who, in the opinion
of the Board, are or were in a position to contribute materially to the
Company's continued growth and development and to its long-term success.

                                  ARTICLE III
                                 ADMINISTRATION

     3.1 Administration. The Board shall be responsible for administering the
Plan.

          (a) The Board is authorized to interpret the Plan; to prescribe,
amend, and rescind rules and regulations relating to the Plan; to provide for
conditions and assurances deemed necessary or advisable to protect the interests
of the Company with respect to the Plan; and to make all other determinations
necessary or advisable for the administration of the Plan. Determinations,
interpretations, or other actions made or taken by the Board with respect to the
Plan and Options granted under the Plan shall be final and binding and
conclusive for all purposes and upon all persons.

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          (b) At the discretion of the Board the Plan may be administered by a
Committee of two or more non-employee Directors appointed by the Board (the
"Committee"). The members of the Committee may be Directors who are eligible to
receive Options under the Plan, but Options may be granted to such persons only
by action of the full Board and not by action of the Committee. The Committee
shall have full power and authority, subject to the limitations of the Plan and
any limitations imposed by the Board, to construe, interpret and administer the
Plan and to make determinations which shall be final, conclusive and binding
upon all persons, including any persons having any interests in any Options
which may be granted under the Plan, and, by resolution or resolutions to
provide for the creation and issuance of any Option, to fix the terms upon which
and the time or times at or within which, and the price or prices at which any
shares may be purchased from the Company upon the exercise of an Option. Such
terms, time or times and price or prices shall, in every case, be set forth or
incorporated by reference in the instrument or instruments evidencing an Option,
and shall be consistent with the provisions of the Plan.

          (c) Where a Committee has been created by the Board pursuant to this
Article III, references in the Plan to actions to be taken by the Board shall be
deemed to refer to the Committee as well, except where limited by the Plan or by
the Board.

          (d) No member of the Board or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
Option granted under it.

                                   ARTICLE IV
                            STOCK SUBJECT TO THE PLAN

     4.1 Number. The total number of shares of common stock of the Company (the
"Stock") hereby made available and reserved for issuance under the Plan upon
exercise of Options shall be 3,000,000 shares. The aggregate number of shares of
Stock available under the Plan shall be subject to adjustment as provided in
Section 4.3.

     4.2 Unused Stock. If an Option shall expire or terminate for any reason
without having been exercised in full, or if an "immaculate cashless exercise"
(as described in Section 5.4) results in the issuance of a reduced number of
shares in satisfaction of an option grant, the unpurchased shares of Stock
subject thereto shall (unless the Plan shall have terminated) become available
for other Options under the Plan.

     4.3 Adjustment in Capitalization. In the event of any change in the
outstanding shares of Stock of the Company by reason of a stock dividend or
split, recapitalization, reclassification, or other similar capital change, the
aggregate number of shares of Stock set forth in Section 4.1 shall be
appropriately adjusted by the Board, whose determination shall be conclusive. In
any such case, the number and kind of shares of Stock that are subject to any
Option and the Option price per share shall be proportionately and appropriately
adjusted without any change in the aggregate Option price to be paid therefor
upon exercise of the Option.

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                                   ARTICLE V
                             TERMS OF STOCK OPTIONS

     5.1 Grant of Options. Subject to Section 4.1, Options may be granted to
current and former employees, consultants and members of the Board of the
Company and of any subsidiary of the Company at any time and from time to time
as determined by the Board. The Board shall have complete discretion in
determining the terms and conditions and number of Options granted to each
Optionee. In making such determinations, the Board may take into account the
nature of services rendered by such current and former employees, consultants
and members of the Board, their present and potential contributions to the
Company and such other factors as the Board in its discretion shall deem
relevant.

     5.2 Option Agreement; Terms and Conditions to Apply Unless Otherwise
Specified. As determined by the Board on the date of grant, each Option shall be
evidenced by an option agreement (the "Option Agreement") that specifies: the
Option price; the duration of the Option; the number of shares of Stock to which
the Option applies; such vesting or exercisability restrictions which the Board
may impose; and any other terms or conditions which the Board may impose. All
such terms and conditions shall be determined by the Board at the time of grant
of the Option.

          (a) If not otherwise specified by the Board, the following terms and
conditions shall apply to Options granted under the Plan:

               (i) Term. The duration of the Option shall be for ten years from
          the date of grant.

               (ii) Exercise of Option. If an Option is subject to a vesting
          schedule, (A) an Option held by an Optionee who retires from
          employment with the Company after having both reached the age of sixty
          and completed twelve years of service with the Company shall continue
          to vest in accordance with the vesting schedule set forth in the
          applicable Option Agreement notwithstanding the termination of the
          Optionee's employment with the Company, provided that prior to the
          exercise of the Option such Optionee does not after such retirement
          become employed on a full-time basis by a competitor of the Company
          prior to reaching age sixty-five, and (B) an Option held by a
          non-employee Director of the Company who retires from the Board after
          completing at least five years of service to the Company shall become
          fully vested.

               (iii) Termination. Each Option granted pursuant to the Plan shall
          expire on the earliest to occur of:

                    (A) The date set forth in such Option, not to exceed ten
          years from the date of grant;

                    (B) The third anniversary of the completion of the merger or
          sale of substantially all of the Stock or assets of the Company with
          or to another company in a transaction in which the Company is not the
          survivor, except for the merger of the Company into a wholly-owned
          subsidiary (and the Company shall not be considered the surviving
          corporation for purposes hereof if the Company or any of its
          subsidiaries is the survivor of a reverse triangular merger and the
          Company's shareholders immediately prior to the merger own less than
          50% of the value of the Company's stock immediately after the merger);
          or

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                    (C) The termination of the employment of an Optionee for
          cause by the Company.

               (iv) Acceleration. An Option shall become fully vested and
          exercisable irrespective of its other provisions (A) immediately prior
          to the completion of the merger or sale of substantially all of the
          stock or assets of the Company in a transaction in which the Company
          is not the survivor, except for the merger of the Company into a
          wholly-owned subsidiary (and the Company shall not be considered the
          surviving corporation for purposes hereof if the Company or any of its
          subsidiaries is the survivor of a reverse triangular merger and the
          Company's shareholders immediately prior to the merger own less than
          50% of the value of the Company's stock immediately after the merger);
          (B) upon termination of the Optionee's employment with the Company or
          a subsidiary thereof because of death, disability or normal retirement
          upon reaching the age of sixty-five; or (C) in the event that the
          Optionee is a non-employee member of the Company's Board of Directors,
          upon retirement from the Company's Board of Directors after reaching
          the age of seventy.

               (v) Transferability. In addition to the Optionee, the Option may
          be exercised, to the extent exercisable by the Optionee, by the person
          or persons to whom the Optionee's rights under the Option pass by will
          or the laws of descent and distribution, by the spouse or the
          descendants of the Optionee or by trusts for such persons, to whom or
          which the Optionee may have transferred the Option, or by legal
          representative of any of the foregoing. Any such transfer shall be
          made only in compliance with the Securities Act of 1933, as amended,
          and the requirements therefor as set forth by the Company.

          (b) The Board shall be free to specify terms and conditions other than
and in addition to those set forth above, in its discretion.

          (c) All Option Agreements shall incorporate the provisions of the Plan
by reference.

     5.3 Option Price. No Option granted pursuant to the Plan shall have an
Option price that is less than the fair market value of Stock on the date the
Option is granted, as determined by the Board. The Option exercise price shall
be subject to adjustment as provided in Section 4.3 above.

     5.4 Payment. Payment for all shares of Stock shall be made at the time that
an Option, or any part thereof, is exercised, and no shares shall be issued
until full payment therefor has been made. Payment shall be made (i) in cash, or
(ii) in Stock, or (iii) by the surrender of Option rights granted hereunder
valued at the difference between the Option exercise price plus income taxes to
be withheld, if any, and the fair market value of the common stock (referred to
as "immaculate cashless exercise"), or, if acceptable to the Board, in some
other form.

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     5.5 Repricing. An outstanding Option may be repriced after the grant
thereof to provide for a lower Option exercise price, whether through adjustment
or amendment to the Option exercise price, issuance of an amended Option,
cancellation of the Option and issuance of a replacement Option, or by any other
means with substantially the same economic effect, with approval of the Board.

                                   ARTICLE VI
                        WRITTEN NOTICE, ISSUANCE OF STOCK
                      CERTIFICATES, SHAREHOLDER PRIVILEGES

     6.1 Written Notice. An Optionee wishing to exercise an Option shall give
written notice to the Company, in the form and manner prescribed by the Board.
Full payment for the shares of Stock acquired pursuant to the Option must
accompany the written notice.

     6.2 Issuance of Stock Certificates. As soon as practicable after the
receipt of written notice and payment, the Company shall deliver to the Optionee
a certificate or certificates for the requisite number of shares of Stock.

     6.3 Privileges of a Shareholder. An Optionee or any other person entitled
to exercise an Option under the Option Agreement shall not have shareholder
privileges with respect to any Stock covered by the Option until the date of
issuance of a stock certificate for such Stock.

                                  ARTICLE VII
                               RIGHTS OF OPTIONEES

     Nothing in the Plan shall interfere with or limit in any way the right of
the Company or a subsidiary corporation to terminate any employee's or
consultant's employment at any time, nor confer upon any employee or consultant
any right to continue in the employ of the Company or a subsidiary corporation.

                                  ARTICLE VIII
                          AMENDMENT, MODIFICATION, AND
                             TERMINATION OF THE PLAN

     The Board may at any time terminate and from time to time may amend or
modify the Plan. Any amendment or modification of the Plan by the Board may be
accomplished without approval of the shareholders of the Company, unless
shareholder approval of such amendment or modification is required by any law or
regulation governing the Company.

     No amendment, modification, or termination of the Plan shall in any manner
adversely affect any outstanding Option under the Plan without the consent of
the Optionee holding the Option.

                                   ARTICLE IX
                       ACQUISITION, MERGER OR LIQUIDATION

     9.1 Acquisition.

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          (a) In the event that an acquisition occurs with respect to the
Company, the Company shall have the option, but not the obligation, to cancel
Options outstanding as of the effective date of such acquisition, whether or not
such Options are then exercisable, in return for payment to the Optionees of an
amount equal to a reasonable estimate of an amount (hereinafter the "Spread"),
determined by the Board, equal to the difference between the net amount per
share payable in the acquisition or as a result of the acquisition, less the
exercise price of the Option. In estimating the Spread, appropriate adjustments
to give effect to the existence of the Options shall be made, such as deeming
the Options to have been exercised, with the Company receiving the exercise
price payable thereunder, and treating the Stock receivable upon exercise of the
Options as being outstanding in determining the net amount per share.

          (b) For purposes of this section, an "acquisition" shall mean any
transaction in which substantially all of the Company's assets are acquired or
in which a controlling amount of the Company's outstanding shares are acquired,
in each case by a single person or entity or an affiliated group of persons and
entities. For purposes of this section, a controlling amount shall mean more
than fifty percent of the issued and outstanding shares of Stock of the Company.
The Company shall have the above option to cancel Options regardless of how the
acquisition is effectuated, whether by direct purchase, through a merger or
similar corporate transaction, or otherwise. In cases where the acquisition
consists of the acquisition of assets of the Company, the net amount per share
shall be calculated on the basis of the net amount receivable with respect to
shares upon a distribution and liquidation by the Company after giving effect to
expenses and charges, including but not limited to taxes, payable by the Company
before the liquidation can be completed.

          (c) Where the Company does not exercise its option under this Section
9.1 the remaining provisions of this Article IX shall apply, to the extent
applicable.

     9.2 Merger or Consolidation. If the Company shall be the surviving
corporation in any merger or consolidation, any Option granted hereunder shall
pertain to and apply to the securities to which a holder of the number of shares
of Stock subject to the Option would have been entitled in such merger or
consolidation, provided that the Company shall not be considered the surviving
corporation for purposes hereof if the Company or any of its subsidiaries is the
survivor of a reverse triangular merger and the Company's shareholders
immediately prior to the merger and less than 50% of the value of the Company's
stock immediately after the merger.

     9.3 Other Transactions. A merger and consolidation in which the Company is
not the surviving corporation (the Company shall not be considered the surviving
corporation for purposes hereof if the Company or any of its subsidiaries is the
survivor of a reverse triangular merger and the Company's shareholders
immediately prior to the merger and less than 50% of the value of the Company's
stock immediately after the merger) shall cause every Option outstanding
hereunder to terminate on the third anniversary date of the effective date of
such merger or consolidation. A dissolution or liquidation of the Company shall
cause every Option outstanding hereunder to terminate effective as of the date
of such dissolution or liquidation of the Company. However, if the Optionee is
offered a firm commitment whereby the resulting or surviving corporation in a
merger or consolidation will tender to the Optionee an option (the "Substitute
Option") to purchase its shares on terms and conditions both as to number of
shares and otherwise, which will substantially preserve to the Optionee the
rights and benefits of the Option outstanding hereunder granted by the Company,
the Option shall remain exercisable upon its terms. The Board shall have
absolute and uncontrolled discretion to determine whether the Optionee has been
offered a firm commitment and whether the tendered Substitute Option will
substantially preserve to the Optionee the rights and benefits of the Option
outstanding hereunder.

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<PAGE>

                                   ARTICLE X
                             SECURITIES REGISTRATION

     10.1 Securities Registration. In the event that the Company shall deem it
necessary or desirable to register under the Securities Act of 1933, as amended,
or any other applicable statute, any Options or any Stock with respect to which
an Option may be or shall have been granted or exercised, or to qualify any such
Options or Stock under the Securities Act of 1933, as amended, or any other
statute, then the Optionee shall cooperate with the Company and take such action
as is necessary to permit registration or qualification of such Options or
Stock.

     10.2 Representations. Unless the Company has determined that the following
representation is unnecessary, each person exercising an Option under the Plan
may be required by the Company, as a condition to the issuance of the shares of
Stock pursuant to exercise of the Option, to make a representation in writing
(i) that he is acquiring such shares for his own account for investment and not
with a view to, or for sale in connection with, the distribution of any part
thereof within the meaning of the Securities Act of 1933, and (ii) that before
any transfer in connection with the resale of such shares, he will obtain the
written opinion of counsel for the Company, or other counsel acceptable to the
Company, that such shares may be transferred without registration thereof. The
Company may also require that the certificates representing such shares contain
legends reflecting the foregoing. To the extent permitted by law, including the
Securities Act of 1933, nothing herein shall restrict the right of a person
exercising an Option to sell the shares received in an open market transaction.

                                   ARTICLE XI
                                 TAX WITHHOLDING

     Whenever shares of Stock are to be issued in satisfaction of Options
exercised under the Plan, the Company shall have the power to require the
recipient of the Stock to remit to the Company an amount sufficient to satisfy
federal, state, and local withholding tax requirements, if any.

                                  ARTICLE XII
                                 INDEMNIFICATION

     To the extent permitted by law, each person who is or shall have been a
member of the Board or the Committee shall be indemnified and held harmless by
the Company against and from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him in connection with or resulting from
any claim, action, suit, or proceeding to which he may be a party or in which he
may be involved by reason of any action taken or failure to act under the Plan
and against and from any and all amounts paid by him in settlement thereof, with
the Company's approval, or paid by him in satisfaction of judgment in any such
action, suit, or proceeding against him, provided he shall give the Company an
opportunity, at its own expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company's certificate of
incorporation or bylaws, as a matter of law, or otherwise, or any power that the
Company or a Subsidiary Corporation may have to indemnify them or hold them
harmless.

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                                  ARTICLE XIII
                               REQUIREMENTS OF LAW

     13.1 Requirements of Law. The granting of Options and the issuance of
shares of Stock upon the exercise of an Option shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.

     13.2 Governing Law. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Colorado.

                                  ARTICLE XIV
                             EFFECTIVE DATE OF PLAN

     The Plan shall be effective on April 26, 2004.

                                   ARTICLE XV
                        NO OBLIGATION TO EXERCISE OPTION

     The granting of an Option shall impose no obligation upon the holder
thereof to exercise such Option.

     THIS STOCK OPTION PLAN was adopted by the Board of Directors of the Company
on April 26, 2004.




                                       By: /s/ John R. McKowen
                                       -----------------------------------------
                                       John R. McKowen, CEO







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                                  NAVIDEC, INC.
                             STOCK OPTION AGREEMENT

     THIS STOCK OPTION AGREEMENT, hereinafter referred to as the "Option" or the
"Agreement," is made as of _______________ between NAVIDEC, INC., a Colorado
corporation (the "Company"), and ________________________ (the "Optionee").

     Pursuant to the terms of the Navidec, Inc. Stock Option Plan (the "Plan"),
the Company hereby grants an option for the purchase of _____ shares of common
stock of the Company (the "Stock") to the Optionee at the price and in all
respects subject to the terms, definitions and provisions of this Agreement (the
"Option").

     1. Option Exercise Price. The Option exercise price is $_______ for each
share of the Stock.

     2. Option Period. The Option period during which the Option may be
exercised shall expire at 5:00 o'clock p.m., Denver time, on
_____________________.

     3. Exercise of Option.

          (a) The Option shall vest with respect to _____ shares of the Stock on
the date hereof. Future additional vesting at a rate of _____ percent of the
total number of shares of Stock subject to the Option upon each
__________________ of _______, _______ and _______, provided that on such date
the Optionee is then employed by the Company or any subsidiary thereof or is a
member of the Company's Board of Directors, shall result in the cumulative total
shares vested to be as follows:

                    Date                           Number of Shares
                    ----                           ----------------
          On ____________________                      _______
          On ____________________                      _______
          On ____________________                      _______

In the event that as of the date of this Agreement the Optionee is an employee
of the Company or any subsidiary thereof, the Option shall, irrespective of the
other provisions of this subsection (a) of this Section 3, continue to vest
according to the above schedule notwithstanding the termination of the
Optionee's employment with the Company if such termination is the result of the
Optionee's retirement from the Company upon the Optionee having both reached the
age of sixty and completed twelve years of service with the Company, provided
that prior to the exercise of the Option the Optionee does not after such
retirement become employed on a full-time basis by a competitor of the Company
prior to reaching the age of sixty-five. In the event that as of the date of
this Agreement the Optionee is a non-employee member of the Company's Board of
Directors, the Option shall, irrespective of the other provisions of this
subsection (a) of this Section 3, become fully vested upon the Optionee's
retirement from the Company's Board of Directors after having completed at least
five years of service to the Company.

          (b) To the extent vested, the Option will become exercisable on
___________ and may be exercised, to the extent vested, at any time during the
period beginning __________________, and ending at 5:00 o'clock p.m., Denver
time, on __________________, subject, however, to the further provisions of this
Section 3. The Option granted shall be void if not exercised during the option
period.

<PAGE>

          (c) The Option may be exercised, to the extent vested, by the Optionee
or after the Optionee's death, by the person or persons to whom the Optionee's
rights under the Option pass by will or the laws of descent and distribution, by
the spouse or the descendants of the Optionee or by trusts for such persons, to
whom or which the Optionee may have transferred the Option, or by legal
representative of any of the foregoing. Any such transfer shall be made only in
compliance with the Act and the requirements therefor as set forth by the
Company.

          (d) This Option shall be exercisable by a written notice to the
Company which shall:

               (i) State the election to exercise the Option, the number of
shares in respect of which it is being exercised, the person in whose name the
stock certificate or certificates for such shares of Stock are to be registered,
his address and Social Security number (or if more than one, the names,
addresses and Social Security numbers of such persons);

               (ii) Contain such representations and agreement as to the
holder's investment intent with respect to the Stock for purposes of compliance
with applicable securities laws as may be satisfactory to the Company's counsel;
and

               (iii) Be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons other than
the Optionee, be accompanied by proof, satisfactory to counsel for the Company,
of the right of such person or persons to exercise the Option.

     Payment of the purchase price of shares of Stock with respect to which the
Option is being exercised shall be by cash or certified check, previously
acquired shares of Stock having a fair market value equal to the Option price or
previously acquired shares of Stock having a fair market value less than the
Option price, plus cash or certified check, or by the surrender of Option rights
by the Optionee valued at the difference between the Option price plus income
tax to be withheld, if any, and the fair market value of the stock and shall be
delivered with the notice of exercise. The certificate or certificates for
shares of Stock as to which the Option shall be exercised shall be registered in
the name of the person or persons exercising the Option.

          (e) The Option shall become fully vested and exercisable irrespective
of the provisions of subsections (a) and (b) of this Section 3 either: (i)
immediately prior to the completion of the merger or sale of substantially all
of the stock or assets of the Company in a transaction in which the Company is
not the survivor, except for the merger of the Company into a wholly-owned
subsidiary (and the Company shall not be considered the surviving corporation
for purposes hereof if the Company or any of its subsidiaries is the survivor of
a reverse triangular merger and the Company's shareholders immediately prior to
the merger own less than 50% of the value of the Company's stock immediately
after the merger); (ii) upon termination of the Optionee's employment with the
Company or a subsidiary thereof because of his death, disability or normal
retirement upon reaching the age of sixty-five; or (iii) in the event that the
Optionee is a non-employee member of the Company's Board of Directors, upon
retirement from the Company's Board of Directors after reaching the age of
seventy.

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<PAGE>

          (f) Irrespective of the other provisions of this Section 3, the Option
shall terminate (i) on the third anniversary date of the completion of the
merger or sale of substantially all of the stock or assets of the Company in a
transaction in which the Company is not the survivor, except for the merger of
the Company into a wholly-owned subsidiary (and the Company shall not be the
surviving corporation for purposes hereof if the Company or any of its
subsidiaries is the survivor of reverse triangular merger and the Company's
shareholders immediately prior to the merger own less than 50% of the value of
the Company's stock immediately after the merger); or (ii) upon any termination
of the employment of the Optionee the Company or a subsidiary of the Company for
cause.

     4. Adjustments Upon Changes in Capitalization. Whenever a stock split,
stock dividend or other relevant change in capitalization of the Company occurs,
the number of shares of Stock that can thereafter be purchased, and the Option
price per share, under each Option that has been granted and not exercised,
shall be appropriately adjusted.

     5. Notices. Each notice relating to this Agreement shall be in writing and
delivered in person or by certified mail to the address or addresses on file
with the Company. Each notice shall be deemed to have been given on the date it
is received, except that a written notice of exercise received by 5:00 o'clock
p.m. Denver time on the next business day after the expiration of any option
period hereunder, if such expiration date does not fall on a normal business
day, shall be deemed to be received just prior to the expiration of such option
period. Each notice to the Company shall be addressed to it at its principal
office, attention of the Secretary. Anyone to whom a notice may be given under
this Agreement may designate a new address by notice to that effect.

     6. Benefits of Agreement. This Agreement shall inure to the benefit of and
be binding upon each successor of the Company and the Optionee's heirs, legal
representatives and permitted transferees. This Agreement shall be the sole and
exclusive source of any and all rights which the Optionee, his heirs, legal
representatives and permitted transferees may have in respect to the Plan and
the Option.

     7. Resolution of Disputes. Any dispute or disagreement which should arise
under, or as a result of, or in any way relate to, the interpretation,
construction or applicability of this Agreement will be determined by the Board
of Directors of the Company or by any Committee appointed by the Board for such
purpose. Any determination made hereunder shall be final, binding, and
conclusive for all purposes.

     8. Controlling Documents. In the event of any inconsistency between this
Agreement and the Plan, the Plan shall control.


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     IN WITNESS WHEREOF, the Company and the Optionee have caused this Agreement
to be executed as of the day, month and year first above written.

                                            NAVIDEC, INC.

                                            By:
                                            ------------------------------------



                                            OPTIONEE

                                            By:
                                            ------------------------------------















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