EXHIBIT 4.19

                             STOCK OPTION AGREEMENT

EFFECTIVE DATE:            March 31, 2001

PLACE:                     Tempe, Arizona

PARTIES:                   RECONDITIONED SYSTEMS, INC., an Arizona corporation
                           (the "Company"),  and Scott W. Ryan ("Optionee")

RECTIALS:

                  Pursuant  to  resolutions  of the  Board of  Directors  of the
Company  duly  adopted at a  quarterly  meeting  on May 11,  2001,  Optionee  is
entitled  to receive a bonus for his  services  in  connection  with his role as
Chairman of the Board, options to acquire up to 2,500 shares of the Company's no
par value common stock ("Common Stock").

AGREEMENTS:

                  In consideration of the mutual promises herein contained,  the
parties agree as follows:

                  1.   Grant of Option.  The  Company  hereby irrevocably
grants to  Optionee  the right and option  (the "Option") to purchase all or any
part of an aggregate of up to two thousand five hundred shares (2,500) of Common
Stock (the "Shares") on the terms and conditions set forth in this Agreement.

                  2.   Purchase Price.  The purchase  price of the Shares
acquired  pursuant to the exercise of an Option shall be Three  dollars and no
cents  ($3.00) per Share,  which is equal to or greater than the market value
per share on the effective date of this grant.  The purchase price shall be paid
in the manner set forth in Paragraph 11.

                  3.   Vesting.  Optionee's right to acquire Shares pursuant to
the exercise of the Option as provided  herein  shall be fully vested as of the
date hereof;  provided,  however,  that Optionee  hereby agrees not to sell,
assign, transfer,  pledge,  hypothecate or otherwise dispose of any Shares
acquired upon exercise  of this  Option  for a period  of twelve  (12)  months
following  the Effective Date of this Option.

                  4.   Term of Option.  Subject to earlier termination  of the
Option as provided in  Paragraphs 7, 8 and 9 hereof, shall terminate as of the
date ten (10) years after the Effective Date of Grant.

                  5.   Exercise of the Option.  Subject to earlier termination
of the Option as provided in Paragraphs  7, 8 and 9 hereof,  and to the  lock-up
provisions  contained  in  Paragraph 3 hereof,  Optionee may exercise the Option
from time to time as to any part or all of the Shares covered hereby.

                  6.   Nontransferability.  The Option shall not be transferable
otherwise than by will or the laws of descent and  distribution,  and the Option
may be  exercised,  during the  lifetime of  Optionee,  only by  Optionee.  More
particularly,  but without limiting the generality of the foregoing,  and except
as  otherwise  specified,  the  Option may not be sold,  assigned,  transferred,
pledged,  hypothecated, or disposed of in any manner, shall not be assignable by
operation of law, and shall not be subject to execution,  attachment, or similar
process. Any attempted sale, assignment,  transfer,  pledge,  hypothecation,  or
other disposition  contrary to the provisions hereof, and the levy of execution,
attachment,  or  similar  process  upon the  Option,  shall be null and void and
without effect.

                  7.   Termination  as  Chairman.  If  Optionee's engagement  as
Chairman of the Company is terminated  (otherwise than by reason of death),  the
Option may be  exercised  at any time within  three (3) months after the date of
termination,  but not more  than ten (10)  years  from the date  hereof.  To the
extent  the  Option  has not been  exercised  by such  time,  the  Option  shall
terminate.  Nothing in this  Agreement  shall confer upon  Optionee any right to
continue as Chairman  of the Company or  interfere  in any way with the right of
the Company to terminate Optionee's engagement at any time.


                  8.   Death of  Optionee.  If Optionee dies while Chairman  the
Company or within three (3) months after the  termination  of his  engagement as
Chairman of the Company, the Option may be exercised by the legal representative
of his estate,  or by any person or persons who shall have  acquired  the Option
directly  from  Optionee by bequest or  inheritance,  at any time within one (1)
year after the date of his death, but not more than ten (10) years from the date
hereof. To the extent the Option has not been exercised by such time, the Option
shall terminate.

                  9.   Dissolution or Liquidation of Company.  In the event of
the proposed dissolution or liquidation of the  Company,  or in the  event  of a
proposed sale of substantially all of the assets of the Company, or in the event
of a merger or consolidation with another corporation in any manner in which the
Company is not the surviving  corporation and the surviving corporation does not
agree to  assume  the  Option  granted  hereunder,  the  Option  will  terminate
immediately  before the  consummation  of such  proposed  action,  unless sooner
terminated as of a date fixed by the Board of Directors, in which event Optionee
shall be given the  right to  exercise  the  Option as to all or any part of the
Shares subject to this Agreement.

                  10.  Rights as  Stockholders.  Optionee shall not by reason of
the Option have any rights as a stockholder of the Company until Optionee shall,
from time to time,  have  exercised the Option,  and,  upon each such  exercise,
Optionee shall have, with respect to the number of Shares as to which the Option
is then  exercised,  all rights of a stockholder of record from the date of such
exercise,  irrespective  of whether  certificates  to  evidence  the Shares with
respect to which the Option was exercised shall have been issued on such date.

                  11.  Method of Exercising.

                           (a)      Notice of Exercise/Payment of Purchase Price
        Subject to the terms and  conditions of this  Agreement,  the Option may
be exercised by written notice to the Secretary of the Company, at the Company's
main  office,  or at such other  address as the  Company,  by written  notice to
Optionee,  may designate from time to time. Such notice shall state the election
to  exercise  the Option and the number of Shares in respect of which the Option
is being exercised,  and shall be signed by the person or persons exercising the
Option.  Such notice shall be  accompanied by payment of the full purchase price
of such  Shares,  by  cashier's  or  certified  check,  or by such other form of
consideration,  if any, as may be approved by the Company's  Board of Directors.
In addition to the foregoing, the purchase price for
 the Shares may be paid through a sale and remittance procedure by with Optionee
shall provide  concurrent  irrevocable  written  instructions  to: (i) a Company
designated  brokerage firm to effect the immediate sale of the purchased  Shares
and remit to the Company,  out of the sale proceeds  available on the settlement
date,  sufficient  funds to cover the  purchase  price for the  Shares  acquired
pursuant  to  exercise  of the  Option,  and (ii) the  Company  to  deliver  the
certificates for the purchased Shares directly to the brokerage firm to complete
the sale transaction.

                           (b) Stock  Certificates.  Upon the exercise of an
Option,  the Company shall  deliver a certificate  or  certificates
representing  any Shares acquired  hereunder  as soon as possible  after the
notice and payment  shall be received.  Except if issued through the sales and
remittance procedure described in Paragraph  11(a),  the certificate or
certificates for the Shares as to which the  Option  shall have been so
exercised  shall be  registered  in the name of Optionee or in the name of any
other  person or entity  specified  in writing by the  Optionee.  If an Option
shall be exercised by the legal  representative  of Optionee's  estate,  or by
any person or persons  who shall  have  acquired  the Option  directly  form
Optionee  as a result of  Optionee's  death,  whether by bequest,  inheritance,
or  otherwise,  such  notice  shall  be  accompanied  by appropriate proof of
the right of such person or persons to exercise the Option. All Shares that
shall be  purchased  upon the  exercise of an Option as provided herein shall be
fully paid and nonassessable.

                  12.  Reservation  of Shares.  The  Company  shall at all times
during the term of the Option  reserve and keep  available such number of shares
of Common  Stock as will be  sufficient  to  satisfy  the  requirements  of this
Agreement,  shall pay all fees, expenses,  and taxes necessarily incurred by the
Company in  connection  therewith,  and shall,  from time to time,  use its good
faith efforts to comply with all laws,  rules,  and  regulations  which,  in the
opinion of counsel for the Company , shall be applicable thereto.

                  13.  Registration  of Shares.  The Company shall  register the
Shares  issuable  upon exercise of the Option with the  Securities  and Exchange
Commission  (the  "Commission")  by filing a Registration  Statement on Form S-8
with the Commission.

                  14.  Adjustment of Recapitalization.  In the event of any
stock dividend, stock split,  combination of shares,  recapitalization or other
change in the capital structure of the Company or any merger, consolidation,
spin-off, split-up, reorganization,  partial or complete liquidation or other
distribution of assets,  issuance of warrants or other rights to purchase
securities  or any other  corporate  transaction  or event  having an effect
similar to any of the foregoing,  appropriate  adjustments  shall be made by the
Board of Directors of the Company to the number and kind of Shares and the price
per Share  subject to this Agreement.

                  15.  Taxes. Optionee agrees, no later than the date as of
which the value of an  Option or Shares  acquired  pursuant  to this  Agreement
first becomes  includible  in the gross  income of  Optionee  for  federal
income tax purposes, to pay to the Company or make arrangements satisfactory to
the Company regarding payment of, any federal,  state or local taxes of any kind
required by law to be withheld with respect to the Option or such Shares. The
obligations of the  Company  under  this  Agreement  shall be  conditional  on
such  payment or arrangements,  and the Company shall,  to the extent  permitted
by law, have the right to deduct  any such taxes from any  payment of any kind
otherwise  due to Optionee.

                  16.  Action Taken in Good Faith.  No member of the Board of
Directors,  nor any officer or employee of the Company acting on behalf of the
Board,  shall be personally  liable for any action,  determination or
interpretation  taken or made in good faith with respect to this Agreement.

                  17.  Miscellaneous.

                           (a)      Waiver.          The waiver of any provision
of this  Agreement  will not be effective  unless in writing and executed by the
party against whom enforcement of the waiver is sought.

                           (b)      Entire Agreement.This  Agreement
constitutes the entire integrated  agreement among the parties pertaining to the
subject matter hereof, and supersedes all prior and contemporaneous  agreements,
representations,  and  understandings of the parties.  This Agreement may not be
amended except by written instrument executed by the parties.

                           (c)      Arbitration.     Any dispute or  controversy
  arising  under  or  in  connection   with  this  Agreement  shall  be  settled
exclusively by arbitration, conducted before a panel of three (3) arbitrators in
Phoenix,  Arizona  in  accordance  with the  rules of the  American  Arbitration
Association then in effect.  The decision of the arbitrators  shall be final and
binding on the parties, and judgment may be entered on the arbitrator's award in
any court  having  jurisdiction.  The costs and  expenses  of such  arbitration,
including but not limited to attorneys' and other  professionals' fees, shall be
borne in accordance with the determination or the arbitrators.

                           (d)      Governing Law.   This Agreement  shall be
governed by and  construed in  accordance  with the laws of the State of Arizona
without regard to its conflict of law principles.

                           (e)      Severability.    If any  provisions  of this
Agreement is held to be unenforceable by a court of competent jurisdiction,  the
remainder of this Agreement shall be severable and not affected thereby.

                           (f)      Counterparts.    This  Agreement may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same instrument.

                           (g)      Delays or Omissions.      No delay or
omission to exercise any right, power, or remedy accruing to any party hereunder
or any  breach or default  under this  Agreement  shall  impair any such  right,
power,  or remedy,  nor shall it be construed as a waiver of or  acquiescence to
any single  breach or default be deemed a waiver of any other  breach or default
occurring before or after the waiver. Any waiver,  permit,  consent, or approval
of any kind of any breach or default under this Agreement must be in writing and
shall be effective only to the extent specifically  stated in such writing.  All
remedies  either under this  Agreement  or by law or  otherwise  afforded to any
party shall be cumulative.

                           (h)      Headings.        The headings in this
Agreement  have been  inserted  for  convenience  only and shall not  affect the
meaning or interpretation of any provision in this Agreement.

                           (i)      Assignment.      The rights and  obligations
of the Company and Optionee hereunder shall inure to the benefit of and shall be
binding on their successors and assigns.

                  IN WITNESS  WHEREOF,  the undersigned  have duly executed this
Agreement effective as of the day and year first above written.

COMPANY:                                             OPTIONEE:

RECONDITIONED SYSTEMS, INC.,
An Arizona corporation




By /S/ Dirk D. Anderson                            /S/ Scott W. Ryan
____________________________________               ___________________________
      Dirk D. Anderson                                        Scott W. Ryan
      Chief Executive Officer