INTERNAUONAL NURSING SERVICES, INC.


                       AMENDED 1996 STOCK INCENTIVE PLAN
                       ---------------------------------


PURPOSE
-------

This  Amended  1996  Stock  Incentive Plan (the "Plan") is intended to provide
incentives:  (a)  to the officers and other employees of International Nursing
Services,  Inc.,  a  Colorado  corporation (the "Company"), and any present or
future, 50% or more owned subsidiaries of the Company (individually a "Related
Corporation"  and  collectively "Related Corporations") by providing them with
opportunities  to  purchase  stock  in the Company pursuant to options granted
hereunder  that  qualify as "incentive stock options" under Section 422A(b) of
the  Internal  Revenue Code of 1986, as amended and the regulations thereunder
(the  "Code")  (individually  an  "ISO"  and  collectively  "ISOs");  (b)  to
directors,  officers,  employees  and  consultants  of the Company and Related
Corporations  by  providing  them  with opportunities to purchase stock in the
Company  pursuant  to  options  granted  hereunder that do not qualify as ISOs
(individually  a  "Non-Qualified  Option"  and  collectively  "Non-Qualified
Options");  (c)  to  directors,  officers,  employees  and  consultants of the
Company and Related Corporations by providing them with awards of stock in the
Company  ("Awards"); and (d) to directors, officers, employees and consultants
of  the  Company and Related Corporations by providing them with opportunities
to make direct purchases of stock in the Company ("Purchases").  Both ISOs and
Non-Qualified  Options are referred to hereinafter individually as an "Option"
and  collectively  as  "Options".   Options, Awards and authorizations to make
Purchases are referred to hereinafter collectively as "Stock Rights".  As used
herein,  the  terms  "parent" and "subsidiary" mean it parent corporation" and
"subsidiary corporation", respectively, as those terms are (refined in Section
425  of  the  Code.

<PAGE>

2.          ADMINISTRATION  OF  PLAN
            ------------------------

(a)          Board  or  Committee  Administration
             ------------------------------------

This  Plan  shall  be  administered solely by the Company's Board of Directors
(the  "Board")  or by a Compensation Committee (the "Committee") consisting of
not  less than two (2) members of the Board, provided the members of the Board
or  such  Committee  members  have not within one year prior to such Committee
service  received,  or  during such service receive, a grant or award of Stock
Rights  under  this  Plan  or any other plan of the Company.  Hereinafter, all
references  in  this  Plan  to  the  "Committee"  shall  mean  the Board if no
Committee  has  been  appointed.    Subject  to  ratification  of the grant or
authorization  of  each  Stock Right by the Board, and subject to the terms of
this  Plan,  the  Committee  shall  have  the  authority  to (i) determine the
employees  of  the  Company  and Related Corporations (from among the class of
employees  eligible under Section 3 below to receive ISOS) to whom ISOs may be
granted,  and  to  determine (from among the class of individuals and entities
eligible under Section 3 below to receive Non-Qualified Options and Awards and
to make Purchases) to whom Non-Qualified Options, Awards and authorizations to
make  Purchases  may  be  granted;  (ii)  determine the time or times at which
Options or Awards may be granted or Purchases made; (iii) determine the option
price of shares subject to each Option, which price shall not be less than the
minimum  price  specified in Section 6 below, and the purchase price of shares
subject  to each Purchase; (iv) determine whether each Option granted shall be
an  ISO  or a Non-Qualified Option; (v) determine (subject to Section 7 below)
the  time  or times when each Option shall become exercisable and the duration
of  the exercise period (vi) determine whether restrictions such as repurchase
options  are  to be imposed on shares subject to Options, Awards and Purchases
and  the nature of such restrictions, if any; and (vi) interpret this Plan and
prescribe  and  rescind  rules  and regulations relating to this Plan.  If the
Committee determines to issue a Non-Qualified Option, the Committee shall take
whatever  actions  it  deems  necessary under Section 422A of the Code and the
regulations  promulgated thereunder, to ensure that such Option is not treated
as  an  ISO.    The  interpretation  and  construction by the Committee of any
provisions of this Plan or of any Stock Right granted under this Plan shall be
final  unless  otherwise  determined  by  the  Board.   The Committee may from
time-to-time adopt such rules and regulations for carrying out this Plan as it
may  deem  appropriate.    No member of the Board or of the Committee shall be
liable for any action or determination made in good faith with respect to this
Plan  or  any  Stock  Right  granted  under  this  Plan.

(b)          Committee  Actions
             ------------------

The  Committee  may  select one of its members as its chairman, and shall hold
meetings  at  such  times and places as it may determine.  Except as otherwise
provided by the Company's Bylaws, acts by a majority of the Committee, or acts
reduced  to  or approved in writing by unanimous consent of the members of the
Committee,  shall  be  the valid acts of the Committee.  From time-to-time the
Board  may  increase  the size of the Committee and appoint additional members
thereof,  may  remove  members  (with  or  without  cause) and may appoint new
members  in  substitution therefor. fill vacancies (however caused), or remove
all  members  of  the  Committee and thereafter directly administer this Plan.

<PAGE>

(c)          Grant  of  Stock  Rights  to  Board  Members
             --------------------------------------------

Stock  Rights may be granted to members of the Board, but any such grant shall
be  made  and  approved  in accordance with Section 2(d) below, if applicable.
All grants of Stock Rights to members of the Board shall in all other respects
be  made  in  accordance  with the provisions of this Plan applicable to other
eligible  persons.  Members of the Board who are either (i) eligible for Stock
Rights  pursuant to this Plan or (ii) have been granted Stock Rights, may vote
on  any  matters affecting the administration of this Plan or the grant of any
Stock  Rights pursuant to this Plan, except that no such member shall act upon
the granting to himself or herself of Stock Rights, but any such member may be
counted  in  determining the existence of a quorum at any meeting of the Board
during  which  action  is  taken with respect to the granting to him or her of
Stock  Rights'.

     (d)          Compliance  with Federal and State Securities Laws and State
                  ------------------------------------------------------------
Corporate  Law
     ---------
Various  restrictions  apply  to  officers and directors and others who may be
deemed  insiders  under  federal and state securities laws and state corporate
law.    These  laws  impose certain restrictions on insiders.  Any Stock Right
granted  to  any  director is subject to those restrictions.  Holders of Stock
Rights  should  consult  with  their  le-al  and  tax  advisors  regarding the
securities law, tax law, corporate law and other effects of transactions under
this  Plan.  These restrictions relate to holding periods, alternative minimum
tax  calculations  and  other  matters and should be clearly understood by the
holders  of  Stock  Rights.    The  granting of Stock Rights is subject to any
applicable  restrictions  under  state  corporate  law,  including  without
limitation,  restrictions  applicable  to  conflicting  interest  transactions
involving  directors.

(e)          Purpose  and  Intent  of  Plan
             ------------------------------

     The  purpose  of  this Plan is to advance the interest of the Company and
its  Related Corporations by stimulating the efforts of employees on behalf of
the  Company and Related Corporations, and heightening the desire of employees
to  continue  employment  with the Company and Related Corporations, assisting
the  Company  and  Related  Corporations  in  competing effectively with other
enterprises  for  the  services  of  new employees necessary for the continued
improvement  of  operations,  and  to  attract  and  retain the best available
personnel for service as directors to the Company and Related Corporations and
for  services  as  consultants  to the Company and Related Corporations.  This
Plan is intended to be an "employee benefit plan" under Rule 16b-3 promulgated
under  Section  16(b)  of the Securities Exchange Act of 1934, as amended (the
"1934  Act").   This Plan is also intended to be a "compensatory benefit plan"
under  Rule  701  promulgated  under  the  Securities Act of 1933, as amended.
Transactions  under this Plan are intended to comply with Rule 16b-3) and Rule
701.  To the extent any provisions of this Plan or any action by the Committee
or  the Board fails to comply with such Rules and to the extent any provisions
of  this Plan or any action by the Committee or the Board fails to comply with
the requirements of the Code (for options intended to be ISOs hereunder), each
such  provisions)  and  action(s)  shall be deemed to be null and void, to the
extent permitted by applicable law and as deemed advisable by the Committee or
the  Board.

<PAGE>

(f)          Shareholder  Approval
             ---------------------

Grants  of  incentive  stock options hereunder shall be subject to shareholder
approval  of  this Plan within twelve (12) months following the date this Plan
is  approved  and  adopted  by  the  Board.

3.          ELIGIBLE  EMPLOYEES  AND  OTHERS
            --------------------------------

ISOs may be granted to any employee of the Company or any Related Corporation.
Any  officer  or  director  of  the Company who is not also an employee of the
Company  may  not  be  granted  ISOs  under this Plan.  Non-Qualified Options,
Awards  and  authorizations  to make Purchases may be granted to any employee,
officer  or  director  (whether  or not such person is also an employee of the
Company)  or  to  any consultant to the Company or to any Related Corporation.
The  Committee  may  take  into  consideration  a  recipient's  individual
circumstances  in determining whether to grant an ISO, a Non-Qualified Option,
an  Award  or  an  authorization  to make a Purchase.  The granting of a Stock
Right  to  any  individual  or entity shall neither entitle that individual or
entity to, nor disqualify that individual or entity from, participation in any
other  grant  of  Stock  Rights.

4.          STOCK
            -----

The  stock  subject  to  Options, Awards and Purchases shall be authorized but
unissued shares of Common Stock of the Company, $.001 par value per share (the
"Common  Stock"),  or  shares of Common Stock reacquired by the Company in any
manner.    Subject to the foregoing, the aggregate maximum number of shares of
Common Stock that may be issued pursuant to this Plan is 3,000,000, subject to
adjustment  as  provided  below in this Section 4 and in Section 13.  Any such
shares  may  be  issued  as  ISOS,  Non-Qualified  Options  or  Awards  or  to
individuals  or  entities making Purchases, so long as the number of shares so
issued  does not exceed such number, as adjusted.  If any Option granted under
this  Plan  shall  expire  or  terminate  for  any  reason without having been
exercised  in full or shall cease for any reason to be exercisable in whole or
in part, or if the Company shall reacquire any unvested shares issued pursuant
to Awards or Purchases, the unpurchased shares subject to such Options and any
unvested  shares  so  reacquired  by  the Company shall again be available for
grants  of  Stock  Rights  under  this  Plan.

5.          GRANTING  OF  STOCK  RIGHTS
            ---------------------------

Stock  Rights  may be granted under this Plan at any time until ten (10) years
after  the  date  of the approval and adoption of this Plan by the Board.  The
date  of  grant of a Stock Right under this Plan will be the date specified by
the  Committee  at the time it -rants the Stock Right; provided, however, that
such  date  shall  not  be  prior  to  the date on which the Committee acts to
approve  the  grant.   The Committee shall have the right, with the consent of
the  optionee,  to convert an ISO granted under this Plan into a Non-Qualified
Option  pursuant  to  Section  16  below.

<PAGE>

6.          MINIMUM  OPTION  PRICE,  ISO  LIMITATIONS
            -----------------------------------------

(a)          Price  for  Non-Qualified  Options
             ----------------------------------
The  exercise  price  per  share  specified  in the agreement relating to each
Non-Qualified  Option  granted  under this Plan shall in no event be less than
the  lesser  of (i) the book value per share of the Common Stock as of the end
of the fiscal year of the Company immediately preceding the date of such grant
or  (ii)  fifty percent (50%) of the fair market value per share of the Common
Stock  on  the  date  of  such  grant.  Subject to the foregoing sentence, the
exercise price for Non-Qualified Options granted hereunder shall be determined
by  the  Committee  or  the  Board in its sole discretion, taking into account
factors  it  deems  relevant.

(b)          Price  for  ISO's
             -----------------
The  exercise  price per share specified in the agreement relating to each ISO
granted under this Plan shall not be less than the fair market value per share
of  the  Common  Stock on the date of such grant.  In the case of an ISO to be
granted  to an employee owning stock possessing more than ten percent (10%) of
the  total  combined voting power of all classes of stock of the Company or of
any  Related  Corporation,  the  price  per  share  specified in the agreement
relating  to  such ISO shall not be less than one hundred ten percent (I IO %)
of  the  fair market value per share of the Common Stock on the date of grant.

(c)          $100,000  Annual  Limitation  on  ISO's
             ---------------------------------------
Each  eligible  employee  may  be granted ISOs only to the extent that (in the
aggregate  under this Plan and all incentive stock option plans of the Company
and  any  Related  Corporation),  such  ISOs do not become exercisable for the
first  time  by  such employee during any calendar year in a manner that would
entitle  the  employee  to  purchase  more  than $100,000 in fair market value
(determined  at  the  time  the ISOs were granted) of the Common Stock in that
calendar  year.    Any options granted to an employee in excess of that amount
will  be  granted  as  Non-Qualified  Options.

(d)          Awards  and  Purchases.
             ----------------------
Awards and Purchases under this Plan shall be made at prices equal to the fair
in  market  value  of  the Common Stock on the date of such Award or Purchase.
Fair  market  value  shall  be determined by the Committee or the Board in its
sole discretion in accordance with Section 6(e) below.  Shares of Common Stock
may  be issued in Award and Purchase transactions for any lawful consideration
determined  by  the  Committee  or  the  Board  in  its  sole  discretion.

<PAGE>

(e)          Determination  of  Fair  Market  Value
             --------------------------------------
If,  at  the  time  an Option is granted under this Plan, the Company's Common
Stock  is  publicly-traded,  "fair market value" shall be determined as of the
last  business  day  for which the prices or quotes discussed in this sentence
are  available prior to the date such Option is granted and shall mean (i) the
average  (on  that date) of the high and low prices of the Common Stock on the
principal national securities exchange on which the Common Stock is traded, if
the Common Stock is then-traded on a national securities exchange; or (ii) the
last  reported  sale  price  (on  that date) of the Common Stock on the NASDAQ
National  Market,  if  the  Common  Stock  is  not  then  traded on a national
securities exchange; or (iii) the closing bid price (or average of bid prices)
last  quoted  (on  that  date)  by  an  established  quotation  service  for
over-the-counter securities, if the Common Stock is not reported on the NASDAQ
National  Market.   However, if the Common Stock is not publicly-traded at the
time an Option is granted under this Plan, "fair market value" shall be deemed
to be the fair value of the Common Stock as determined by the Committee or the
Board in its sole discretion, after taking into consideration all factors that
it  deems  appropriate,  including,  without limitation, recent sale and offer
prices of the Common Stock in private transactions negotiated at arm's length.

7.          OPTION  DURATION.
            ----------------

Subject  to  earlier  termination as provided in Sections 9 and 10 below, each
Option  shall  expire on the date specified by the Committee or the Board, but
not more than (i) ten (10) years and one (1) day from the date of grant in the
case  of  Non-Qualified Options, (ii) ten (10) years from the date of grant in
the  case of ISOs generally and (iii) five (5) years from the date of grant in
the  case of ISOs granted to an employee owning stock possessing more than ten
percent  (10%)  of  the total combined voting power of all classes of stock of
the  Company or of any Related Corporation.  Subject to earlier termination as
provided  in  Sections  9 and 10 below, the term of each ISO shall be the term
set forth in the original instrument granting such ISO, except with respect to
any part of such ISO that is converted into a Non-Qualified Option pursuant to
Section  16  below.

8.          EXERCISE  OF  OPTIONS.
            ----------------------

Subject  to the provisions of Sections 9 through 12 below, each Option granted
under  this  Plan  shall  be  exercisable  as  follows:

(a)          Vesting
             -------
The  Option  shall  either  be fully exercisable on the date of grant or shall
become  exercisable  thereafter in such installments as the Committee or Board
may  specify.

(b)          Full  Vesting  of  Installments
             -------------------------------
Once  an  installment  becomes  exercisable  it shall remain exercisable until
expiration  or  termination  of  the Option, unless otherwise specified by the
Committee  or  the  Board.

<PAGE>

(c)          Partial  Exercise
             -----------------
Each  Option or installment may be exercised at any time or from time-to-time,
in  whole  or  in  part,  for up to the total number of shares with respect to
which  it  is  then  exercisable.

(d)          Acceleration  of  Vesting
             -------------------------
The  Committee  or  the  Board  shall have the right to accelerate the date of
exercise  of  any  installment  of  any  Option;  provided,  however, that the
Committee  or  the  Board  shall  not,  without  the  consent of the optionee,
accelerate  the  exercise date of any installment of any Option granted to any
employee  as  an ISO (and not previously converted into a Non-Qualified Option
pursuant  to  Section  16 below) if such acceleration would violate the annual
vesting limitation contained in the Code, as described in Section 6,(c) above.

9.          TERMINATION  OF  EMPLOYMENT
            ---------------------------

If  an  ISO  optionee  ceases  to  be  employed  by the Company or any Related
Corporation  other than by reason of death or disability as defined in Section
10  below,  no  further  installments  of  such  optionee's  ISOs shall become
exercisable, and such optionee's vested ISOs shall terminate after the passage
of  ninety  (90)  days  from  the  date  of  termination  of  such  optionee's
employment,  but in no event later than on their specified expiration date(s),
except  to the extent that such ISOs (or the unexercised installments thereof)
have  been  converted into Non-Qualified Options pursuant to Section 16 below.
Employment  shall  be  considered  as continuing uninterrupted during any bona
fide  leave  of  absence  (such  as  those  attributable  to illness, military
obligations  or  governmental service), provided that the period of such leave
does  not  exceed ninety (90) days or, if longer, any period during which such
optionee's  right to reemployment is guaranteed by statute.  A bona fide leave
of  absence  with the written approval of the Committee or the Board shall not
be  considered  an  interruption  of employment under this Plan, provided that
such  written  approval  contractually  obligates  the  Company or any Related
Corporation  to  continue  the  employment  of the optionee after the approved
period  of absence.  ISOs granted under this Plan shall not be affected by any
change of employment within or among the Company and any Related Corporations,
so  long,  as  the  optionee continues to be an employee of the Company or any
Related  Corporation.    Nothing,  in  this  Plan  shall be deemed to give any
grantee  of  any  Stock  Right the right to be retained IN employment or other
service  by  the  Company  or  any Related Corporation for any period of time.

10.          DEATH;  DISABILITY
             ------------------

(a)          Death
             -----
If  an  ISO  optionee  ceases  to  be  employed  by the Company or any Related
Corporation  by  reason of such optionee's death, any ISO of such optionee may
be  exercised, to the extent of the number of shares with respect to which the
optionee  could  have  exercised  on  the date of the optionee's death, by the
optionee's estate, personal representative or beneficiary who has acquired the
ISO  by  will or by the laws of descent and distribution, at any time prior to
the  earlier  of the specified expiration date of the ISO or one year from the
date  of  the  optionee's  death.

<PAGE>

(b)          Disability
             ----------
If  an  ISO  optionee  ceases  to  be  employed  by the Company or any Related
Corporation  by  reason  of  disability,  such  optionee  (or  such optionee's
custodian)  shall  have the right to exercise any ISO held by such optionee on
the  date  of termination of employment, to the extent of the number of shares
with  respect  to which the optionee could have exercised on that date, at any
time  prior  to the earlier of the specified expiration date of the ISO or one
year  from  the  date  of  the  termination of the optionee's employment.  For
purposes  of  this Plan, the term "disability" shall mean "permanent and total
disability"  as  defined  in  Section  22(e)(3)  of  the Code or any successor
statute.

11.          ASSIGNABILITY
             -------------

No  Option or Derivative Security (as that term is defined in Rule 16b-3 under
the  1934  Act)  shall be assignable or transferable by the optionee except as
permitted  under  Rule  16b-3  under the 1934 Act or by will or by the laws of
descent  and distribution, and during the lifetime of the optionee each Option
shall  be  exercisable  only  by  the  optionee.  No ISO shall be transferable
except  as  permitted  by  the  Code.

12.          TERMS  AND  CONDITIONS  OF  OPTIONS
             -----------------------------------

Options  shall  be  evidenced  by instruments (which need not be identical) in
such  form  as the Committee or the Board may from time-to-time approve.  Such
instruments  shall conform to the terms and conditions set forth in Sections 6
through 11 above and may contain such other provisions as the Committee or the
Board  deems  advisable, which are not inconsistent with this Plan, including,
without  limitation, restrictions applicable to shares of the Company's Common
Stock  issuable  upon exercise of Options.  In granting Non-Qualified Options,
the  Committee  or  the  Board may specify that Non-Qualified Options shall be
subject  to the restrictions set forth herein with respect to ISOS, or to such
other  termination.  and cancellation provisions as the Committee or the Board
may  determine.    The  Committee  or  the  Board may from time-to-time confer
authority  and responsibility on one or more of its members and/or one or more
officers  of  the Company to execute and deliver such instruments.  The proper
officers of the Company are authorized and directed to take any and all action
necessary  or  advisable  from  time-to-time  to  carry  out the terms of such
instruments.

13.          ADJUSTMENTS
             -----------

Upon  the occurrence of any of the following events, an optionee's rights with
respect  to  Options  -ranted  to  the optionee hereunder shall be adjusted as
hereinafter  provided,  unless  otherwise specifically provided in the written
agreement  between  the  optionee  and  the  Company  regarding  such  Option:

<PAGE>

(a)          Stock  Dividends  and  Stock  Splits
             ------------------------------------
If  the  shares  of the Company's Common Stock shall be subdivided or combined
into  a  greater or smaller number of shares or if the Company shall issue any
shares  of  Common  Stock as a stock dividend on its outstanding Common Stock,
the  number of shares of Common Stock deliverable upon the exercise of Options
shall be appropriately increased or decreased proportionately, and appropriate
adjustments  shall  be  made  in  the purchase price per share to reflect such
subdivision,  combination  or  stock  dividend.

(b)          Merger;  Consolidation:  Sale  of  Assets
             -----------------------------------------
In  the  event  of  a consolidation, a merger iii which the Company is not the
surviving  entity,  or  the  sale of all or substantially all of the Company's
assets,  the  Committee or the Board may in its sole discretion accelerate the
exerdisability of any or all outstanding Options so that such Options would be
exercisable in full prior to the consummation of such consolidation, merger or
asset  sale at such times and on such conditions as the Committee or the Board
shall  determine, unless the successor entity, if any, assumes the outstanding
Options  or  substitutes  substantially  equivalent  options  therefor.

(c)          Recapitalization  or  Reorganization
             ------------------------------------
In  the  event  of  a recapitalization or reorganization of the Company (other
than  a  transaction  described  in  Section  13(b)  above)  pursuant to which
securities  of the Company or of another entity are issued with respect to the
outstanding  shares  of  Common Stock, an optionee, upol exercising an Option,
shall  be  entitled  to receive for the purchase price paid upon such exercise
the  securities the optionee would have received if the optionee had exercised
the  Option  prior  to  such  recapitalization  or  reorganization.

     (d)          Modification  of  ISO's
                  -----------------------
Notwithstanding  the  foregoing,  any  adjustments  made  pursuant to Sections
13(a),  (b)  or  (c)  above  with respect to ISOs shall be made only after the
Committee  or  the  Board,  after  consulting  with  counsel  for the Company,
determines  whether such adjustments would constitute a "modification" of such
ISOs  (as  that term is defined in Section 425 of the Code) or would cause any
adverse  tax  consequences  for the holders of such ISOS.  If the Committee or
the  Board  determines  that  such adjustments made with respect to ISOs would
constitute  a  modification  of  such  ISOS,  it  may refrain from making such
adjustments.

(e)          Issuances  of  Securities
             -------------------------
Except  as  expressly provided herein, no issuance by the Company of shares of
stock  of  any class, or of securities convertible into shares of stock of any
class,  shall  affect,  and no adjustment by reason thereof shall be made with
respect  to, the number or price of shares subject to Options.  No adjustments
shall  be made for dividends paid in cash or in property other than securities
of  the  Company.

<PAGE>

(f)          Fractional  Shares
             ------------------
No  fractional  shares shall be issued under this Plan and each optionee shall
receive  from  the  Company  cash  in  lieu  of  such  fractional  shares.

(g)          Adjustments
             -----------
Upon the happening of any of the events described in Section 13(a), (b) or (c)
above,  the  class and aggregate number of shares set forth in Section 4 above
that are subject to Stock Rights that previously have been or subsequently may
be granted under this Plan shall also be appropriately adjusted to reflect the
events described in such Sections.  The Committee or Board shall determine the
specific  adjustments to be made under this Section 13 and, subject to Section
2  above,  its  determination  shall  be  conclusive.

If any person or entity owning restricted Common Stock obtained by exercise of
a  Stock  Right  hereunder receives shares or securities or cash in connection
with  a corporate transaction described in Sections 13(a), (b) or (c) above as
a  result of owning such restricted Common Stock, such shares or securities or
cash  shall be subject to all of the conditions and restrictions applicable to
the restricted Common Stock with respect to which such shares or securities or
cash  were  issued,  unless  otherwise  determined  by the Committee or Board.

14.          MEANS  OF  EXERCISING  STOCK  RIGHTS
             ------------------------------------

A  Stock  Right  (or  any  part  or installment thereof) shall be exercised by
giving  written  notice  to the Company at its principal office address.  Such
notice  shall  identify the Stock Right being exercised and specify the number
of shares as to which such Stock Right is being exercised, accompanied by full
payment  of the purchase price therefor in United States dollars in cash or by
check.  The holder of a Stock Right shall not have the rights of a shareholder
with  respect  to  the shares covered by his, her or its Stock Right until the
date  of issuance of a stock certificate for such shares.  Except as expressly
provided  in  Section  13  above with respect to changes in capitalization and
stock  dividends,  no adjustment shall be made for dividends or similar rights
for which the record date is before the date such stock certificate is issued.

<PAGE>

15.          TERM  AND  AMENDMENT  OF  PLAN
             ------------------------------

This  Plan was approved and adopted by the Board on November 24, 1995, subject
(with  respect  to the validation of ISOs granted under this Plan) to approval
of this Plan by the stockholders of the Company.  If the approval of this Plan
by the Company's stockholders is not obtained by November 24, 1996, any grants
of  ISOs under this Plan made prior to that date will be rescinded.  This Plan
shall  expire  on November 24, 1996, 2005 (except as to Options outstanding on
that date).  Subject to the provisions of Section 5 above, Stock Rights may be
granted  under  this  Plan  prior  to the date of stockholder approval of this
Plan.   The Board may terminate or amend this Plan in any respect at any time;
provided,  however,  that  the  Board  may  not  amend this Plan in any of the
following respects without the approval of the Company's stockholders obtained
within  twelve  (12)  months  before  or  after  the Board adopts a resolution
authorizing  any of the following actions: (a) if such stockholder approval is
required  by  law,  rule  or  regulation  or otherwise deemed desirable by the
Committee  or  the  Board, the total number of shares that may be issued under
this  Plan  may  not be increased (except by adjustment pursuant to Section 13
above); (b) the provisions of Section 3 above regarding eligibility for grants
of  ISOs  may  not  be  modified;  (c)  the  provisions  of Section 6(b) above
regarding  the  exercise price at which shares may be offered pursuant to ISOs
may  not  be modified (except by adjustment pursuant to Section 13 above); and
(d) the expiration date of this Plan may not be extended.  Except as otherwise
provided  in  this  Section  15,  in  no  event may action of the Board or the
stockholders  alter  or impair the rights of a grantee, without such grantee's
consent,  under  any  Stock  Right  previously  -ranted  to such grantee.  The
Committee  or the Board may amend the terms of any Stock Right -ranted if such
amendment  is  agreed  to  by  the  recipient  of  such  Stock  Right.

16.        CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISO'S
           -------------------------------------------------------------------

The Committee or the Board, at the written request of any optionee, may in its
discretion  take  such  actions as may be necessary to convert such optionee's
ISOs  (or  any installments or portions of installments thereof) that have not
been  exercised  on  the  date of conversion into Non-Qualified Options at any
time  prior to the expiration of such ISOS, regardless of whether the optionee
is  an  employee  of  the Company or a Related Corporation at the time of such
conversion.   Such actions may include, but shall not be limited to, extending
the  exercise  period  or  reducing  the  exercise  price  of  the appropriate
installments  of  such Options.  At the time of such conversion, the Committee
or  the Board (with the consent of the optionee) may impose such conditions on
the  exercise  of  the resulting Non-Qualified Options as the Committee or the
Board in its discretion may determine, provided that such conditions shall not
be  inconsistent with this Plan.  Nothing in this Plan shall be deemed to give
any  optionee  the  right  to  have  such  optionee's  ISOs  converted  into
Non-Qualified Options, and no such conversion shall occur until and unless the
Committee  or the Board takes appropriate action.  The Committee or the Board,
with  the  consent  of the optionee, may also terminate any portion of any ISO
that  has  not  been  exercised  at  the  time  of  such  termination.

17.          APPLICATION  OF  FUNDS
             ----------------------

     The  proceeds received by the Company from the sale of shares pursuant to
Options  granted  and  Purchases  authorized under this Plan shall be used for
general  corporate  purposes.

<PAGE>

18.          GOVERNMENTAL  REGULATION
             ------------------------

The Company's obligation to sell and deliver shares of Common Stock under this
Plan  is  subject  to  the  approval of any governmental authority required in
connection  with  the  authorization,  issuance  or  sale  of  such  shares.

19.          WITHHOLDING  OF  ADDITIONAL  INCOME  TAXES
             ------------------------------------------

Upon the exercise of a Non-Qualified Option, the grant of an Award, the making
of  a Purchase of Common Stock for less than its fair market value, the making
of  a  Disqualifying Disposition (as that term is defined in Section 20 below)
or  the  vesting,  of  restricted Common Stock acquired upon the exercise of a
Stock  Right hereunder, the Company, in accordance with Section 3402(a) of the
Code, may require the optionee, Award recipient or purchaser to pay additional
withholding  taxes  in  respect  of the amount that is considered compensation
includable  in  such individual's gross income.  The Committee or the Board in
its  discretion may condition (i) the exercise of an Option, (ii) the grant of
an  Award,  (iii)  the  making of a Purchase of Common Stock for less than its
fair  market  value or (iv) the vesting of restricted Common Stock acquired by
exercising  a  Stock  Right,  on  the  grantee's  payment  of  such additional
withholding  taxes.

20.          NOTICE  TO  COMPANY  OF  DISQUALIFYING  DISPOSITION
             ---------------------------------------------------

Each  employee who receives an ISO must agree to notify the Company in writing
immediately after the employee makes a Disqualifying Disposition of any shares
of  the Company's Common Stock acquired pursuant to the exercise of an ISO.  A
Disqualifying  Disposition  is  any  disposition (including, any sale) of such
Common Stock before the later of (a) two (2) years after the date the employee
was  granted the ISO and (b) one (1) year after the date the employee acquired
the  Common  Stock  by  exercising  the ISO.  If the employee dies before such
shares  of  Common  Stock  are  sold, these holding period requirements do not
apply  and  no  Disqualifying  Disposition  can  occur  thereafter.

21.          GOVERNING  LAW;  CONSTRUCTION
             -----------------------------

The  validity  and  construction  of  this Plan and the instruments evidencing
Stock  Rights  shall  be governed by the laws of the State of Colorado, or the
laws  of  any  jurisdiction in which the Company or its successors in interest
may  be  organized.    In construing this Plan, the singular shall include the
plural  and  the  masculine  gender shall include the feminine and neuter, and
vice  versa,  unless  the  context  otherwise  requires.