WESTERN FIDELITY FUNDING, INC.

                         1996 INCENTIVE AND NONSTATUTORY
                                STOCK OPTION PLAN


     1.  Purpose  of  the  Plan.   The  purposes  of  this  1996  Incentive  and
Nonstatutory  Stock  Option  Plan are to attract  and retain the best  available
personnel for positions of  substantial  responsibility,  to provide  additional
incentive to the  Employees  and  Consultants  of the Company and to promote the
success of the  Company's  business.  Options  granted  hereunder  may be either
"incentive  stock  options," as defined in Section 422 of the  Internal  Revenue
Code of 1986, as amended,  or "nonstatutory stock options," at the discretion of
the Board and as reflected in the terms of the written stock option agreement.

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

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

          b. "Code" shall mean the Internal Revenue Code of 1986, as amended.

          c. "Common Stock" shall mean the $0.0001 par value common stock of the
     Company.

          d. "Company"  shall mean Western  Fidelity  Funding,  Inc., a Colorado
     corporation.

          e.  "Committee"  shall mean the  Committee  appointed  by the Board in
     accordance  with  paragraph  (a)  of  Section  4 of  the  Plan,  if  one is
     appointed, or the Board if no committee is appointed.

          f. "Consultant" shall mean any person who is engaged by the Company or
     any Subsidiary to render  consulting  services and is compensated  for such
     consulting services,  but does not include a director of the Company who is
     compensated  for  services  as  a  director  only  with  the  payment  of a
     director's fee by the Company.

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



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

          i. "Incentive  Stock Option" shall mean an Option which is intended to
     qualify as an incentive  stock option  within the meaning of Section 422 of
     the Code and which shall be clearly identified as such in the written Stock
     Option  Agreement  provided  by the  Company  to each  Optionee  granted an
     Incentive Stock Option under the Plan.

          j. "Non-Employee Director" shall mean a director who:

               (i) Is not  currently an officer (as defined in Section  16a-1(f)
          of the Securities  Exchange Act of 1934, as amended) of the Company or
          a Parent or Subsidiary of the Company, or otherwise currently employed
          by the Company or a Parent or Subsidiary of the Company.

               (ii)  Does  not   receive   compensation,   either   directly  or
          indirectly, from the Company or a Parent or Subsidiary of the Company,
          for services rendered as a Consultant or in any capacity other than as
          a  director,  except  for an amount  that does not  exceed  the dollar
          amount for which disclosure would be required  pursuant to Item 404(a)
          of Regulation S-K adopted by the United States Securities and Exchange
          Commission.

               (iii) Does not possess an interest in any other  transaction  for
          which  disclosure  would  be  required  pursuant  to  Item  404(a)  of
          Regulation  S-K adopted by the United States  Securities  and Exchange
          Commission.

          k. "Nonstatutory Stock Option" shall mean an Option granted under this
     Plan which does not qualify as an Incentive Stock Option and which shall be
     clearly  identified as such in the written Stock Option Agreement  provided
     by the Company to each Optionee  granted a Nonstatutory  Stock Option under
     this Plan. To the extent that the  aggregate  fair market value of Optioned
     Stock to which Incentive Stock Options granted under Options to an Employee
     are exercisable for the first time during any calendar year (under the Plan
     and all plans of the Company or any Parent or Subsidiary) exceeds $100,000,
     such Options shall be treated as Nonstatutory Stock Options under the Plan.
     The aggregate  fair market value of the Optioned  Stock shall be determined
     as of the date of  grant  of each  Option  and the  determination  of which
     Incentive  Stock  Options  shall be treated as  qualified  incentive  stock
     options  under  Section 422 of the Code and which  Incentive  Stock Options
     exercisable  for the  first  time in a  particular  year in  excess  of the
     $100,000 limitation shall be treated as Nonstatutory Stock Options shall be
     determined  based on the  order in  which  such  Options  were  granted  in
     accordance with Section 422(d) of the Code.

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          l. "Option" shall mean an Incentive Stock Option, a Nonstatutory Stock
     Option  or  both  as  identified  in  a  written  Stock  Option   Agreement
     representing such stock option granted pursuant to the Plan.

          m. "Optioned Stock" shall mean the Common Stock subject to an Option.

          n. "Optionee" shall mean an Employee or other person who is granted an
     Option.

          o.  "Parent"  shall  mean  a  "parent  corporation,"  whether  now  or
     hereafter existing, as defined in Section 424(e) of the Code.

          p. "Plan" shall mean this 1996 Incentive and Nonstatutory Stock Option
     Plan.

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

          r. "Stock  Option  Agreement"  shall mean the  agreement to be entered
     into between the Company and each Optionee  which shall set forth the terms
     and  conditions  of each Option  granted to each  Optionee,  including  the
     number of Shares  underlying  such  Option and the  exercise  price of each
     Option granted to such Optionee under such agreement.

          s. "Subsidiary" shall mean a "subsidiary  corporation," whether now or
     hereafter existing, as defined in Section 424(f) of the Code.

     3. Stock  Subject to the Plan.  Subject to the  provisions of Section 11 of
the Plan, the maximum  aggregate number of Shares which may be optioned and sold
under the Plan is 500,000 shares of Common Stock.  The Shares may be authorized,
but unissued,  or reacquired  Common Stock. If an Option should expire or become
unexercisable  for any  reason  without  having  been  exercised  in  full,  the
unpurchased Shares which were subject thereto shall,  unless the Plan shall have
been terminated, become available for future grant under the Plan.

     4. Administration of the Plan.

          a.  Procedure.  The  Plan  shall  be  administered  by the  Board or a
     Committee  appointed by the Board  consisting  of two or more  Non-Employee
     Directors to  administer  the Plan on behalf of the Board,  subject to such
     terms and conditions as the Board may prescribe.

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<PAGE>



               (i) Once  appointed,  the Committee shall continue to serve until
          otherwise  directed by the Board (which for purposes of this paragraph
          (a)(i)  of this  Section  4 shall  be the  Board of  Directors  of the
          Company).  From time to time the Board  may  increase  the size of the
          Committee and appoint additional members thereof, remove members (with
          or without  cause) and appoint new members in  substitution  therefor,
          fill vacancies  however caused, or remove all members of the Committee
          and thereafter directly administer the Plan.

               (ii) Members of the Board who are granted,  or have been granted,
          Options may vote on any matters  affecting the  administration  of the
          Plan or the grant of any Options pursuant to the Plan.

          b. Powers of the Board.  Subject to the  provisions  of the Plan,  the
     Board shall have the authority, in its discretion:

               (i) To grant Incentive Stock Options,  in accordance with Section
          422 of the Code,  and  Nonstatutory  Stock Options or both as provided
          and  identified in a separate  written Stock Option  Agreement to each
          Optionee  granted  such  Option or  Options  under the Plan;  provided
          however,  that in no  event  shall an  Incentive  Stock  Option  and a
          Nonstatutory Stock Option granted to any Optionee under a single Stock
          Option  Agreement be subject to a "tandem"  exercise  arrangement such
          that the exercise of one such Option affects the  Optionee's  right to
          exercise the other Option granted under such Stock Option Agreement;

               (ii) To  determine,  upon review of relevant  information  and in
          accordance with Section 8(b) of the Plan, the fair market value of the
          Common Stock;

               (iii) To determine the exercise  price per Share of Options to be
          granted,  which exercise price shall be determined in accordance  with
          Section 8(a) of the Plan;

               (iv) To determine the Employees or other persons to whom, and the
          time or times at which,  Options  shall be  granted  and the number of
          Shares to be represented by each Option;

               (v) To interpret the Plan;


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               (vi) To  prescribe,  amend  and  rescind  rules  and  regulations
          relating to the Plan;

               (vii) To  determine  the  terms  and  provisions  of each  Option
          granted  (which need not be  identical)  and,  with the consent of the
          holder thereof, modify or amend each Option;

               (viii) To  accelerate or defer (with the consent of the Optionee)
          the exercise  date of any Option,  consistent  with the  provisions of
          Section 7 of the Plan;

               (ix) To authorize  any person to execute on behalf of the Company
          any  instrument   required  to  effectuate  the  grant  of  an  Option
          previously granted by the Board; and

               (x)  To  make  all  other  determinations   deemed  necessary  or
          advisable for the administration of the Plan.

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

     5. Eligibility.

          a. Persons Eligible.  Options may be granted to any person selected by
     the Board.  Incentive  Stock Options may be granted only to  Employees.  An
     Employee,  who  is  also  a  director  of  the  Company,  its  Parent  or a
     Subsidiary, shall be treated as an Employee for purposes of this Section 5.
     An  Employee or other  person who has been  granted an Option may, if he is
     otherwise eligible, be granted an additional Option or Options.

          b. No Effect on  Relationship.  The Plan  shall  not  confer  upon any
     Optionee  any right with respect to  continuation  of  employment  or other
     relationship  with the Company nor shall it  interfere  in any way with his
     right  or  the  Company's  right  to  terminate  his  employment  or  other
     relationship at any time.

     6. Term of Plan.  The Plan became  effective on December 30, 1996. It shall
continue in effect until  December  29, 2006,  unless  sooner  terminated  under
Section 13 of the Plan.

     7. Term of Option.  The term of each Option shall be 10 years from the date
of grant  thereof or such  shorter  term as may be provided in the Stock  Option
Agreement.  However, in the case of an Option granted to an Optionee who, at the
time the Option is granted,  owns stock  representing more than 10% of the total

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combined  voting  power of all  classes of stock of the Company or any Parent or
Subsidiary,  if the Option is an Incentive Stock Option,  the term of the Option
shall be five years from the date of grant  thereof or such  shorter time as may
be provided in the Stock Option Agreement.

     8. Exercise Price and Consideration.

          a. Exercise  Price.  The per Share exercise price for the Shares to be
     issued  pursuant  to  exercise  of an  Option  shall  be such  price  as is
     determined  by the  Board,  but the  per  Share  exercise  price  under  an
     Incentive Stock Option shall be subject to the following:

               (i) If granted to an  Employee  who,  at the time of the grant of
          such Incentive Stock Option,  owns stock representing more than 10% of
          the voting  power of all classes of stock of the Company or any Parent
          or  Subsidiary,  the per Share  exercise  price shall not be less than
          110% of the fair market value per Share on the date of grant.

               (ii) If granted  to any other  Employee,  the per Share  exercise
          price shall not be less than 100% of the fair  market  value per Share
          on the date of grant.

          b. Determination of Fair Market Value. The fair market value per Share
     on the date of grant shall be determined as follows:

               (i) If the Common Stock is listed on the New York Stock Exchange,
          the  American  Stock  Exchange  or  such  other  securities   exchange
          designated by the Board, or admitted to unlisted trading privileges on
          any such  exchange,  or if the  Common  Stock is quoted on a  National
          Association of Securities  Dealers,  Inc.  system that reports closing
          prices, the fair market value shall be the closing price of the Common
          Stock as  reported  by such  exchange  or  system  on the day the fair
          market value is to be determined,  or if no such price is reported for
          such day, then the  determination of such closing price shall be as of
          the last  immediately  preceding  day on which the closing price is so
          reported;

               (ii) If the Common Stock is not so listed or admitted to unlisted
          trading  privileges  or so quoted,  the fair market value shall be the
          average of the last  reported  highest bid and the lowest asked prices
          quoted  on  the  National  Association  of  Securities  Dealers,  Inc.
          Automated Quotations System or, if not so quoted, then by the National
          Quotation Bureau, Inc. on the day the fair market value is determined;
          or

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<PAGE>



               (iii)  If the  Common  Stock  is not so  listed  or  admitted  to
          unlisted trading privileges or so quoted, and bid and asked prices are
          not  reported,  the fair  market  value  shall be  determined  in such
          reasonable manner as may be prescribed by the Board.

          c.  Consideration and Method of Payment.  The consideration to be paid
     for the  Shares to be issued  upon  exercise  of an Option,  including  the
     method  of  payment,  shall be  determined  by the  Board  and may  consist
     entirely of cash, check,  other shares of Common Stock having a fair market
     value on the date of exercise equal to the aggregate  exercise price of the
     Shares as to which said Option shall be exercised,  or any  combination  of
     such methods of payment,  or such other consideration and method of payment
     for the  issuance  of Shares to the  extent  permitted  under the  Colorado
     Business Corporation Act.

     9. Exercise of Option.

          a. Procedure for Exercise: Rights as a Shareholder. Any Option granted
     hereunder  shall be exercisable at such times and under such  conditions as
     determined by the Board, including performance criteria with respect to the
     Company and/or the Optionee, and as shall be permissible under the terms of
     the Plan.

          In the sole  discretion  of the Board,  at the time of the grant of an
     Option or  subsequent  thereto but prior to the  exercise of an Option,  an
     Optionee  may be  provided  with  the  right  to  exchange,  in a  cashless
     transaction,  all or part of the Option for Common  Stock of the Company on
     terms and conditions determined by the Board.

          An Option may not be exercised for a fraction of a Share.

          An Option shall be deemed to be exercised  when written notice of such
     exercise has been given to the Company in accordance  with the terms of the
     Option by the person  entitled to exercise  the Option and full payment for
     the Shares with respect to which the Option is exercised  has been received
     by the Company.  Full payment, as authorized by the Board, may consist of a
     consideration  and method of payment  allowable under Section 8(c) and this
     Section  9(a)  of  the  Plan.  Until  the  issuance  (as  evidenced  by the
     appropriate  entry on the books of the  Company  or of the duly  authorized
     transfer  agent of the Company) of the stock  certificate  evidencing  such
     Shares,  no right to vote or  receive  dividends  or any other  rights as a
     shareholder shall exist with respect to the Optioned Stock, notwithstanding
     the exercise of the Option.  No  adjustment  will be made for a dividend or
     other  right  for  which  the  record  date is prior to the date the  stock
     certificate is issued, except as provided in Section 11 of the Plan.

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          Exercise of an Option in any manner  shall result in a decrease in the
     number of Shares which  thereafter  may be available,  both for purposes of
     the Plan and for sale under the Option, by the number of Shares as to which
     the Option is exercised.

          b.  Termination of Status as an Employee.  In the case of an Incentive
     Stock Option,  if any Employee ceases to serve as an Employee,  he may, but
     only within such period of time not exceeding three months as is determined
     by the Board at the time of grant of the Option after the date he ceases to
     be an Employee of the  Company,  exercise  his Option to the extent that he
     was entitled to exercise it at the date of such termination.  To the extent
     that he was  not  entitled  to  exercise  the  Option  at the  date of such
     termination,  or if he does not exercise such Option (which he was entitled
     to exercise) within the time specified herein, the Option shall terminate.

          c.  Disability of Optionee.  In the case of an Incentive Stock Option,
     notwithstanding  the  provisions  of Section  9(b)  above,  in the event an
     Employee is unable to continue his employment  with the Company as a result
     of his total and permanent  disability  (as defined in Section  22(e)(3) of
     the Code),  he may,  but only within such period of time not  exceeding  12
     months as is  determined  by the  Board at the time of grant of the  Option
     from the date of  termination,  exercise  his  Option to the  extent he was
     entitled to exercise it at the date of such termination. To the extent that
     he was not entitled to exercise the Option at the date of  termination,  or
     if he does not  exercise  such Option  (which he was  entitled to exercise)
     within the time specified herein, the Option shall terminate.

          d. Death of Optionee. In the case of an Incentive Stock Option, in the
     event of the death of the Optionee:

               (i) During the term of the Option if the Optionee was at the time
          of his death an Employee the Company and had been in Continuous Status
          as an  Employee or  Consultant  since the date of grant of the Option,
          the Option may be  exercised,  at any time within 12 months  following
          the  date of  death,  by the  Optionee's  estate  or by a  person  who
          acquired the right to exercise  the Option by bequest or  inheritance,
          but only to the  extent  of the  right to  exercise  that  would  have
          accrued had the Optionee  continued  living and remained in Continuous
          Status as an Employee 12 months after the date of death; or

               (ii) Within such period of time not exceeding  three months as is
          determined  by the Board at the time of grant of the Option  after the
          termination  of  Continuous  Status as an Employee,  the Option may be
          exercised,  at any time within 12 months  following the date of death,

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<PAGE>


          by the  Optionee's  estate or by a person  who  acquired  the right to
          exercise the Option by bequest or inheritance,  but only to the extent
          of the right to exercise that had accrued at the date of termination.

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

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

     In the event of the proposed dissolution or liquidation of the Company, the
Option will terminate  immediately  prior to the  consummation  of such proposed
action,  unless otherwise  provided by the Board. The Board may, in the exercise
of its  sole  discretion  in such  instances,  declare  that  any  Option  shall
terminate  as of a date fixed by the Board and give each  Optionee  the right to
exercise  his  Option  as to all or any part of the  Optioned  Stock,  including
Shares as to which the Option would not otherwise be  exercisable.  In the event
of the proposed sale of all or  substantially  all of the assets of the Company,
or the merger of the Company with or into another  corporation  in a transaction
in which the  Company is not the  survivor,  the  Option  shall be assumed or an
equivalent option shall be substituted by such successor corporation or a parent
or subsidiary of such successor corporation, unless the Board determines, in the
exercise of its sole discretion and in lieu of such assumption or  substitution,
that the  Optionee  shall have the right to exercise the Option as to all of the
Optioned Stock,  including  Shares as to which the Option would not otherwise be
exercisable.  If the  Board  makes  an  Option  fully  exercisable  in  lieu  of
assumption or substitution in the event of such a merger or sale of assets,  the
Board shall notify the Optionee that the Option shall be fully exercisable for a
period of 30 days from the date of such  notice,  and the Option will  terminate
upon the expiration of such period.

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     12. Time of Granting Options. The date of grant of an Option shall, for all
purposes,  be the date on which the Board makes the determination  granting such
Option.  Notice of the  determination  shall be given to each  Employee or other
person to whom an Option is so granted  within a reasonable  time after the date
of such  grant.  Within a  reasonable  time  after  the date of the  grant of an
Option,  the  Company  shall  enter into and  deliver to each  Employee or other
person  granted  such Option a written  Stock  Option  Agreement  as provided in
Sections  2(r) and 16 hereof,  setting  forth the terms and  conditions  of such
Option  and  separately  identifying  the  portion  of the  Option  which  is an
Incentive Stock Option and/or the portion of such Option which is a Nonstatutory
Stock Option.

     13. Amendment and Termination of the Plan.

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

               (i) An increase in the number of Shares subject to the Plan above
          500,000  Shares,  other than in connection  with an  adjustment  under
          Section 11 of the Plan;

               (ii) Any  change in the  designation  of the  class of  Employees
          eligible to be granted Incentive Stock Options; or

               (iii) Any material amendment under the Plan that would have to be
          approved by the  shareholders of the Company for the Board to continue
          to be able to grant Incentive Stock Options under the Plan.

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

     14. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and  delivery of such Shares  pursuant  thereto  shall  comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as

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amended,  the  Securities  Exchange  Act of 1934,  as  amended,  the  rules  and
regulations  promulgated  thereunder,  applicable state securities laws, and the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further  subject to the approval of legal  counsel for the Company with
respect to such compliance.

     As a condition to the  existence of an Option,  the Company may require the
person  exercising  such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present   intention   to  sell  or   distribute   such  Shares  and  such  other
representations  and  warranties  which in the opinion of legal  counsel for the
Company,  are  necessary or  appropriate  to  establish  an  exemption  from the
registration  requirements  under  applicable  federal and state securities laws
with respect to the acquisition of such Shares.

     15. Reservation of Shares. The Company,  during the term of this Plan, will
at all  times  reserve  and keep  available  such  number  of Shares as shall be
sufficient to satisfy the requirements of the Plan.  Inability of the Company to
obtain authority from any regulatory body having  jurisdiction,  which authority
is deemed by the Company's legal counsel to be necessary for the lawful issuance
and sale of any Share  hereunder,  shall  relieve the  Company of any  liability
relating to the failure to issue or sell such Shares as to which such  requisite
authority shall not have been obtained.

     16. Option  Agreement.  Each Option granted to an Employee or other persons
shall be evidenced by a written Stock Option Agreement in such form as the Board
shall approve.

     17.  Shareholder  Approval.  Continuance  of the Plan  shall be  subject to
approval by the shareholders of the Company on or before December 29, 1997. Such
shareholder  approval and any shareholder  approval required under Section 13 of
the Plan, may be obtained at a duly held shareholders meeting by the affirmative
vote of the holders of a majority of the outstanding  shares of the voting stock
of the Company,  who are present or represented and entitled to vote thereon, or
by  unanimous  written  consent  of the  shareholders  in  accordance  with  the
provisions of the Colorado Business Corporation Act.

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

     19.  Gender.  As used herein,  the  masculine,  feminine and neuter genders
shall be deemed to include the others in all cases where they would so apply.


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     20. CHOICE OF LAW. ALL QUESTIONS  CONCERNING THE CON-  STRUCTION,  VALIDITY
AND  INTERPRETATION OF THIS PLAN AND THE INSTRUMENTS  EVIDENCING OPTIONS WILL BE
GOVERNED BY THE  INTERNAL  LAW,  AND NOT THE LAW OF  CONFLICTS,  OF THE STATE OF
COLORADO.

     IN WITNESS WHEREOF,  the Company has caused its duly authorized  officer to
execute this Plan effective as of December 30, 1996.

                                            WESTERN FIDELITY FUNDING, INC.,
                                            a Colorado corporation



                                            By:
                                               ------------------------------
                                               Gene E. Osborn, President





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