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Exhibit 10.28

                           ACT TELECONFERENCING, INC.
                             2000 STOCK OPTION PLAN


      1.    PURPOSE. The purpose of this 2000 Stock Option Plan (the "Plan")
is to promote the interests of ACT TELECONFERENCING, INC., a Colorado
corporation (the "Company"), and its shareholders by providing personnel of
the Company and any parent or subsidiaries thereof, and any other individuals
and entities who provide services to the Company or any parent or
subsidiaries in the capacity of non-employee directors or advisors or
consultants, with an opportunity to acquire a proprietary interest in the
Company and thereby develop a stronger incentive to put forth maximum effort
for the continued success and growth of the Company. In addition, the
opportunity to acquire a proprietary interest in the Company will aid in
attracting and retaining personnel of outstanding ability.

      2.    ADMINISTRATION.

            (a)   GENERAL. This Plan shall be administered by a committee of
two or more directors of the Company (the "Committee") appointed by the
Company's Board of Directors (the "Board"). If the Board has not appointed a
committee to administer this Plan, then the Board shall constitute the
Committee. The Committee shall have the power, subject to the limitations
contained in this Plan, to fix any terms and conditions for the grant or
exercise of any award under this Plan. No director shall serve as a member of
the Committee unless such director shall be a "non-employee director" as that
term is defined in Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or any successor statute or
regulation comprehending the same subject matter. A majority of the members
of the Committee shall constitute a quorum for any meeting of the Committee,
and the acts of a majority of the members present at any meeting at which a
quorum is present or the acts unanimously approved in writing by all members
of the Committee shall be the acts of the Committee. Subject to the
provisions of this Plan, the Committee may from time to time adopt such rules
for the administration of this Plan as it deems appropriate. The decision of
the Committee on any matter affecting this Plan, or the rights and
obligations arising under this Plan or any award granted hereunder, shall be
final, conclusive and binding upon all persons, including without limitation
the Company, shareholders and optionees.

            (b)   INDEMNIFICATION. To the full extent permitted by law, (i)
no member of the Committee or person to whom authority under this Plan is
delegated shall be liable for any action, omission or determination taken or
made in good faith with respect to this Plan or any award granted hereunder
and (ii) the members of the Committee and each person to whom authority under
this Plan is delegated shall be entitled to indemnification by the Company
against and from any loss incurred by such member or person by reason of any
such actions and determinations.

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            (c)   DELEGATION OF AUTHORITY. The Committee may delegate all or
any part of its authority under this Plan to the Chief Executive Officer of
the Company for purposes of granting and administering awards granted to
persons other than persons who are then subject to the reporting requirements
of Section 16 of the Exchange Act ("Section 16 Individuals"). The Chief
Executive Officer of the Company may, in turn, delegate all or a portion of
the delegated authority to such other officer or officers of the Company as
the Chief Executive Officer may determine.

            (d)   ACTION BY BOARD. Notwithstanding subparagraph 2(a) above,
any grant of awards hereunder to any director of the Company who is not an
employee of the Company at the time of grant ("Non-Employee Director Award"),
and any action taken by the Company with respect to any Non-Employee Director
Award, including any amendment thereto, and any acceleration of the vesting
of any option constituting a Non-Employee Director Award, any extension of
the time within which any option constituting a Non-Employee Director Award
may be exercised, any determination pursuant to paragraph 8 relating to the
payment of the purchase price of Shares (as defined in paragraph 3 below)
subject to an option constituting a Non-Employee Director Award, or any
action pursuant to paragraph 9 relating to the payment of withholding taxes,
if any, through the use of Shares with respect to a Non-Employee Director
Award shall be subject to prior approval by the Board.

      3.    SHARES. The shares that may be made subject to awards granted
under this Plan shall be authorized and unissued shares of Common Stock of
the Company, no par value ("Shares," and each individually a "Share"), and
they shall not exceed 400,000 Shares in the aggregate, subject to adjustment
as provided in paragraph 13, below, except that, if any option lapses or
terminates for any reason before such option has been completely exercised,
the Shares covered by the unexercised portion of such option may again be
made subject to options granted under this Plan. An option may not be
exercisable for a fraction of a Share.

      4.    ELIGIBLE PARTICIPANTS. Options may be granted under this Plan to
any employee of the Company, or any parent or subsidiary thereof, including
any such person who is also an officer or director of the Company or any
parent or subsidiary thereof. Non-statutory stock options (as defined in
subparagraph 5(a) below) also may be granted to (i) any employee of the
Company, or any parent or subsidiary thereof; (ii) any director of the
Company who is not an employee of the Company or any parent or subsidiary
thereof; (iii) other individuals or entities who are not employees but who
provide services to the Company or a parent or subsidiary thereof in the
capacity of an advisor or consultant; and (iv) any individual or entity that
the Company desires to induce to become an employee, advisor or consultant,
but any such grant shall be contingent upon such individual or entity
becoming employed by the Company or a parent or subsidiary thereof.
References herein to "employment" and similar terms (except "employee") shall
include the providing of services in the capacity of an advisor or consultant
or as a director. The employees and other


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individuals and entities to whom options may be granted pursuant to this
paragraph 4 are referred to herein as "Eligible Participants."

      5.    TERMS AND CONDITIONS OF OPTIONS.

            (a)   GENERAL. Subject to the terms and conditions of this Plan,
the Committee may, from time to time during the term of this Plan, grant to
such Eligible Participants as the Committee may determine options to purchase
such number of Shares of the Company on such terms and conditions as the
Committee may determine. In determining the Eligible Participants to whom
options shall be granted and the number of Shares to be covered by each
option, the Committee may take into account the nature of the services
rendered by the respective Eligible Participants, their present and potential
contributions to the success of the Company, and such other factors as the
Committee in its sole discretion may deem relevant. The date and time of
approval by the Committee of the granting of an option shall be considered
the date and the time of the grant of such option. The Committee in its sole
discretion may designate whether an option granted to an employee is to be
considered an "incentive stock option" (as that term is defined in Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"), or any
amendment thereto) or a non-statutory stock option (an option granted under
this Plan that is not intended to be an "incentive stock option"). The
Committee may grant both incentive stock options and non-statutory stock
options to the same employee. However, if an incentive stock option and a
non-statutory stock option are awarded simultaneously, such options shall be
deemed to have been awarded in separate grants, shall be clearly identified,
and in no event shall the exercise of one such option affect the right to
exercise the other. To the extent that the aggregate Fair Market Value (as
defined in paragraph 7 below) of Shares with respect to which incentive stock
options are exercisable for the first time by any employee during any
calendar year (under all incentive stock option plans of the Company and its
parent and subsidiary corporations) exceeds $100,000, such options shall be
treated as non-statutory stock options. Notwithstanding the foregoing, no
incentive stock option may be granted under this Plan unless this Plan is
approved by the shareholders of the Company within twelve months after the
effective date of this Plan. The maximum number of Shares subject to options
that may be granted to any one Eligible Participant under the Plan in any
fiscal year of the Company may not exceed 100,000 Shares (subject to
adjustment pursuant to paragraph 13 hereof).

            (b)   PURCHASE PRICE. The purchase price of each Share subject to
an option granted pursuant to this paragraph 5 shall be fixed by the
Committee, subject, however, to the remainder of this subparagraph 5(b). For
non-statutory stock options, such purchase price may be set at any price the
Committee may determine; provided, however, that such purchase price shall be
not less than 85% of the Fair Market Value of a Share on the date of grant.
For incentive stock options, such purchase price shall be no less than 100%
of the Fair Market Value of a Share on the date of grant, provided that if
such incentive stock option is granted to an employee who owns, or is deemed
under Section 424(d) of the Code to own, at


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the time such option is granted, stock of the Company (or of any parent or
subsidiary of the Company) possessing more than 10% of the total combined
voting power of all classes of stock therein (a "10% Shareholder"), such
purchase price shall be no less than 110% of the Fair Market Value of a Share
on the date of grant.

            (c)   VESTING. Each option agreement provided for in paragraph 6
shall specify when each option granted under this Plan shall become
exercisable with respect to the Shares covered by the option. Notwithstanding
the provisions of any option agreement provided for in paragraph 6, the
Committee may, in its sole discretion, declare at any time that any option
granted under this Plan shall be immediately exercisable.

            (d)   TERMINATION. Each option granted pursuant to this paragraph
5 shall expire, and all rights to purchase Shares thereunder shall terminate,
on the earliest of:

            (i)   ten years after the date such option is granted (or in the
      case of an incentive stock option granted to a 10% Shareholder, five years
      after the date such option is granted) or on such date prior thereto as
      may be fixed by the Committee on or before the date such option is
      granted;

            (ii)  the expiration of the period after the termination of the
      optionee's employment within which the option is exercisable as specified
      in paragraph 10(b) or 10(c), whichever is applicable (provided that the
      Committee may, in any option agreement provided for in paragraph 6 or by
      Committee action with respect to any outstanding option, extend the
      periods specified in paragraph 10(b) and 10(c)); or

            (iii) the date, if any, fixed for cancellation pursuant to paragraph
      11(c) or 12 below.

      6.    OPTION AGREEMENTS. All options granted under this Plan shall be
evidenced by a written agreement in such form or forms as the Committee may from
time to time determine, which agreement shall, among other things, designate
whether the options being granted thereunder are non-statutory stock options or
incentive stock options.

      7.    FAIR MARKET VALUE. For purposes of this Plan, the "Fair Market
Value" of a Share at a specified date shall, unless otherwise expressly
provided in this Plan, mean the closing or last sale price of a Share on the
date immediately preceding such date or, if no sale of Shares shall have
occurred on that date, on the next preceding day on which a sale of Shares
occurred, on the Nasdaq National Market or any similar system then in use or,
if Shares are not included in the Nasdaq National Market or any similar
system then in use, on the Nasdaq SmallCap Market or any similar system then
in use, provided that if the Shares in question are not quoted on any such
system, Fair Market Value shall be what the Committee determines in good
faith to be 100% of the fair market value of a Share as of the date in


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question. Notwithstanding anything stated in this paragraph 7, if the
applicable securities exchange or system has closed for the day by the time
the determination is being made, all references in this paragraph to the date
immediately preceding the date in question shall be deemed to be references
to the date in question.

      8.    MANNER OF EXERCISE OF OPTIONS.

            (a)   GENERAL. A person entitled to exercise an option granted
under this Plan may, subject to its terms and conditions and the terms and
conditions of this Plan, exercise it in whole at any time, or in part from
time to time, by delivery to the Company at its principal executive office,
to the attention of its Secretary, of written notice of exercise, specifying
the number of Shares with respect to which the option is being exercised and
payment of the purchase price of the Shares. The granting of an option to a
person shall give such person no rights as a stockholder except as to Shares
issued to such person.

            (b)   PAYMENT. The consideration to be paid for the Shares,
including the method(s) of payment, shall be determined by the Committee (and
in the case of an incentive stock option, shall be determined at the time of
grant) and may consist entirely of (i) cash (including check, bank draft or
money order); (ii) cancellation of indebtedness; (iii) delivery to the
Company of unencumbered Shares already owned by the optionee for a period of
six months having an aggregate Fair Market Value on the date of exercise
equal to the exercise price for the total number of Shares as to which the
option is exercised; (iv) authorization of the Company to retain from the
total number of Shares as to which the option is exercised that number of
Shares having a Fair Market Value on the date of exercise equal to the
exercise price for the total number of shares as to which the option is
exercised; (v) any combination of the methods of payments described above; or
(vi) such other consideration and method of payment for the issuance of
Shares to the extent permitted under applicable law. Notwithstanding the
foregoing, no person shall be permitted to pay any portion of the purchase
price with Shares, or by authorizing the Company to retain Shares upon
exercise of the option, if the Committee, in its sole discretion, determines
that payment in such manner is undesirable. The purchase price of the Shares
with respect to which an option is being exercised shall be payable in full
at the time of exercise, provided that, to the extent permitted by law, the
holder of an option may simultaneously exercise an option and sell all or a
portion of the Shares thereby acquired pursuant to a brokerage or similar
relationship and use the proceeds from such sale to pay the purchase price of
such Shares.

      9.    TAX WITHHOLDING. Delivery of Shares upon exercise of any
non-statutory stock option granted under this Plan shall be subject to any
required withholding taxes. A person exercising a non-statutory stock option
may, as a condition precedent to receiving the Shares, be required to pay the
Company a cash amount equal to the amount of any required withholdings. In
lieu of all or any part of such a cash payment, the Committee may, but shall
not be required to, provide in any option agreement provided for in paragraph
6 (or provide by Committee action with respect to any outstanding option)
that a person exercising an


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option may cover all or any part of the required withholdings, and any
additional withholdings up to the amount needed to cover the individual's
full FICA and federal, state, and local income tax liability with respect to
income arising from the exercise of the option, through the delivery to the
Company of unencumbered Shares, through a reduction in the number of Shares
delivered to the person exercising the option or through a subsequent return
to the Company of Shares delivered to the person exercising the option (in
each case, such Shares having an aggregate Fair Market Value on the date of
exercise equal to the amount of the withholding taxes being paid through such
delivery, reduction or subsequent return of Shares).

      10.   TRANSFERABILITY AND TERMINATION OF EMPLOYMENT.

            (a)   TRANSFERABILITY. During the lifetime of an optionee, only
such optionee or his or her guardian or legal representative may exercise
options granted under this Plan, and no option granted under this Plan shall
be assignable or transferable by the optionee otherwise than by will or the
laws of descent and distribution or, with respect only to non-statutory stock
options, pursuant to a domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act, or the rules
thereunder; provided, however, that any optionee may transfer a non-statutory
stock option granted under this Plan to a member or members of his or her
immediate family (i.e., his or her children, grandchildren and spouse) or to
one or more trusts for the benefit of such family members or partnerships in
which such family members are the only partners, if (i) the option agreement
with respect to such options expressly so provides either at the time of
initial grant or by amendment to an outstanding option agreement and (ii) the
optionee does not receive any consideration for the transfer. Any options
held by any such transferee shall continue to be subject to the same terms
and conditions that were applicable to such options immediately prior to
their transfer and may be exercised by such transferee as and to the extent
that such option has become exercisable and has not terminated in accordance
with the provisions of the Plan and the applicable option agreement. For
purposes of any provision of this Plan relating to notice to an optionee or
to vesting or termination of an option upon the death, disability or
termination of employment of an optionee, the references to "optionee" shall
mean the original grantee of an option and not any transferee.

            (b)   TERMINATION OF EMPLOYMENT DURING LIFETIME. During the
lifetime of an optionee who is an employee of the Company or any parent or
subsidiary thereof at the time of grant of an option, an option granted to
such optionee may be exercised only while the optionee is employed by the
Company or by a parent or subsidiary thereof, and only if such optionee has
been continuously so employed since the date the option was granted, except
that:

            (i)   an option shall continue to be exercisable for three months
      after termination of the optionee's employment but only to the extent that
      the option


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      was exercisable immediately prior to such optionee's termination of
      employment;

            (ii)  in the case of an optionee who is disabled (as hereinafter
      defined) while employed, an option shall continue to be exercisable for
      one year after termination of such optionee's employment; and

            (iii) as to any optionee whose termination occurs following a
      declaration pursuant to paragraph 12 below, an option may be exercised at
      any time permitted by such declaration.

            (c)   TERMINATION UPON DEATH. With respect to an optionee whose
employment terminates by reason of death, any option granted to such optionee
may be exercised within one year after the death of such optionee.

            (d)   VESTING UPON DISABILITY OR DEATH. In the event of the
disability (as hereinafter defined) or death of an optionee, any option
granted to such optionee that was not previously exercisable shall become
immediately exercisable in full if the disabled or deceased optionee shall
have been continuously employed by the Company or a parent or subsidiary
thereof between the date such option was granted and the date of such
disability or death. "Disability" of an optionee shall mean any physical or
mental incapacitation whereby such optionee is therefore unable for a period
of twelve consecutive months or for an aggregate of twelve months in any
twenty-four consecutive month period to perform his or her duties for the
Company or any parent or subsidiary thereof. "Disabled," with respect to any
optionee, shall mean that such optionee has incurred a Disability.

            (e)   TRANSFERS AND LEAVES OF ABSENCE. Neither the transfer of
employment of a person to whom an option is granted between any combination
of the Company, a parent corporation or a subsidiary thereof, nor a leave of
absence granted to such person and approved by the Committee, shall be deemed
a termination of employment for purposes of this Plan. The terms "parent" or
"parent corporation" and "subsidiary" as used in this Plan shall have the
meaning ascribed to "parent corporation" and "subsidiary corporation",
respectively, in Sections 424(e) and (f) of the Code.

            (f)   RIGHT TO TERMINATE EMPLOYMENT. Nothing contained in this
Plan, or in any option granted pursuant to this Plan, shall confer upon any
optionee any right to continued employment by the Company or any parent or
subsidiary of the Company or limit in any way the right of the Company or any
such parent or subsidiary to terminate such optionee's employment at any time.

            (g)   EXPIRATION DATE. In no event shall any option be
exercisable at any time after the time it shall have expired in accordance
with paragraph 5(d) of this Plan.


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When an option is no longer exercisable, it shall be deemed to have lapsed or
terminated and will no longer be outstanding.

      11.   CHANGE IN CONTROL.  For purposes of this Plan, a "Change in
Control" of the Company shall be deemed to occur if any of the following
occur:

            (a)   DEFINITION.

            (1)   Any "person" (as such term is used in Sections 13(d) and 14(d)
      of the Exchange Act) acquires or becomes a "beneficial owner" (as defined
      in Rule 13d-3 or any successor rule under the Exchange Act), directly or
      indirectly, of securities of the Company representing 30% or more of the
      combined voting power of the Company's then outstanding securities
      entitled to vote generally in the election of directors ("Voting
      Securities"), provided, however, that the following shall not constitute a
      Change in Control pursuant to this paragraph (a)(1):

      (A)   any acquisition of Shares or Voting Securities of the Company
            directly from the Company;

      (B)   any acquisition or beneficial ownership by the Company or a
            subsidiary;

      (C)   any acquisition or beneficial ownership by any employee benefit plan
            (or related trust) sponsored or maintained by the Company or one or
            more of its subsidiaries;

      (D)   any acquisition or beneficial ownership by any corporation with
            respect to which, immediately following such acquisition, more than
            70% of both the combined voting power of the Company's then
            outstanding Voting Securities and the Shares of the Company is then
            beneficially owned, directly or indirectly, by all or substantially
            all of the persons who beneficially owned Voting Securities and
            Shares of the Company immediately prior to such acquisition in
            substantially the same proportions as their ownership of such Voting
            Securities and Shares, as the case may be, immediately prior to
            such acquisition;

            (2)   A majority of the members of the Board of Directors of the
      Company shall not be Continuing Directors. "Continuing Directors" shall
      mean: (A) individuals who, on the date hereof, are directors of the
      Company, (B) individuals elected as directors of the Company subsequent to
      the date hereof for whose election proxies shall have been solicited by
      the Board of Directors of the Company or (C) any individual elected or
      appointed by the


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      Board of Directors of the Company to fill vacancies on the Board of
      Directors of the Company caused by death or resignation (but not by
      removal) or to fill newly-created directorships;

            (3)   Approval by the shareholders of the Company of a
      reorganization, merger or consolidation of the Company, or a statutory
      exchange of outstanding Voting Securities of the Company, unless,
      immediately following such reorganization, merger, consolidation, or
      exchange, all or substantially all of the persons who were the beneficial
      owners, respectively, of Voting Securities and Shares of the Company
      immediately prior to such reorganization, merger, consolidation, or
      exchange beneficially own, directly or indirectly, more than 70% of,
      respectively, the combined voting power of the then outstanding voting
      securities entitled to vote generally in the election of directors and
      the then outstanding shares of common stock, as the case may be, of the
      corporation resulting from such reorganization, merger, consolidation, or
      exchange in substantially the same proportions as their ownership,
      immediately prior to such reorganization, merger, consolidation or
      exchange, of the Voting Securities and Shares of the Company, as the case
      may be; or

            (4)   Approval by the shareholders of the Company of (x) a complete
      liquidation or dissolution of the Company or (y) the sale or other
      disposition of all or substantially all of the assets of the Company (in
      one or a series of transactions), other than to a corporation with respect
      to which, immediately following such sale or other disposition, more than
      70% of, respectively, the combined voting power of the then outstanding
      voting securities of such corporation entitled to vote generally in the
      election of directors and the then outstanding shares of common stock of
      such corporation is then beneficially owned, directly or indirectly, by
      all or substantially all of the persons who were the beneficial owners,
      respectively, of the Voting Securities and Shares of the Company
      immediately prior to such sale or other disposition in substantially the
      same proportions as their ownership, immediately prior to such sale or
      other disposition, of the Voting Securities and Shares of the Company, as
      the case may be.

            (b)   ACCELERATION OF VESTING. Notwithstanding anything in any
option agreement referred to in subparagraph 5(c) above to the contrary, if a
Change in Control of the Company shall occur, then, without any action by the
Committee or the Board, each option granted under this Plan and not already
exercised in full or otherwise terminated, expired or cancelled, shall become
immediately exercisable in full and shall remain exercisable during the
remaining term of the option.


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            (c)   CASH PAYMENT. If a Change in Control of the Company shall
occur, then, so long as a majority of the members of the Board are Continuing
Directors, the Committee, in its sole discretion, and without the consent of
the holder of any option affected thereby, may determine that some or all
outstanding options shall be cancelled as of the effective date of any such
Change in Control and that the holder or holders of such cancelled options
shall receive, with respect to some or all of the Common Shares subject to
such options, as of the date of such cancellation, cash in an amount, for
each Share subject to an option, equal to the excess of the per Share Fair
Market Value of such Shares immediately prior to such Change in Control of
the Company over the exercise price per Share of such options.

      12.   DISSOLUTION, LIQUIDATION, MERGER. In the event of (a) the
proposed dissolution or liquidation of the Company, (b) a proposed sale of
substantially all of the assets of the Company or (c) a proposed merger,
consolidation of the Company with or into any other entity, regardless of
whether the Company is the surviving corporation, or a proposed statutory
share exchange with any other entity (the actual effective date of the
dissolution, liquidation, sale, merger, consolidation, or exchange being
herein called an "Event"), the Committee shall either (i) if the Event is a
merger, consolidation, or statutory share exchange, make appropriate
provision for the protection of outstanding options granted under this Plan
by the substitution, in lieu of such options, of options to purchase
appropriate voting common stock (the "Survivor's Stock") of the corporation
surviving any such merger or consolidation or, if appropriate, the parent
corporation of the Company or such surviving corporation, or, alternatively,
by the delivery of a number of shares of the Survivor's Stock which has a
Fair Market Value as of the effective date of such merger, consolidation or
statutory share exchange equal to the product of (x) the excess of (A) the
Event Proceeds per Share (as hereinafter defined) covered by the option as of
such effective date over (B) the exercise price per Share of the Shares
subject to such option, times (y) the number of Shares covered by such
option, or (ii) declare, at least twenty days prior to the Event, and provide
written notice to each optionee of the declaration, that each outstanding
option, whether or not then exercisable, shall be cancelled at the time of,
or immediately prior to the occurrence of, the Event (unless it shall have
been exercised prior to the occurrence of the Event). In connection with any
declaration pursuant to clause (ii) of the preceding sentence, the Committee
may, but shall not be obligated to, cause payment to be made, within twenty
days after the Event, in exchange for each cancelled option to each holder of
an option that is cancelled, of cash equal to the amount (if any), for each
Share covered by the cancelled option, by which the Event Proceeds per Share
(as hereinafter defined) exceeds the exercise price per Share covered by such
option. At the time of any declaration pursuant to clause (ii) of the first
sentence of this paragraph 12, each option that has not previously expired
pursuant to subparagraph 5(d)(i) or 5(d)(ii) of this Plan or been cancelled
pursuant to paragraph 11(c) of this Plan shall immediately become exercisable
in full and each holder of an option shall have the right, during the period
preceding the time of cancellation of the option, to exercise his or her
option as to all or any part of the Shares covered by the option. In the
event of a declaration pursuant to clause (ii) of the first sentence of this
paragraph 12, each outstanding option granted pursuant to this Plan that
shall


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not have been exercised prior to the Event shall be cancelled at the time of,
or immediately prior to, the Event, as provided in the declaration, and this
Plan shall terminate at the time of such cancellation, subject to the payment
obligations of the Company provided in this paragraph 12. Notwithstanding the
foregoing, no person holding an option shall be entitled to the payment
provided in this paragraph 12 if such option shall have expired pursuant to
subparagraph 5(d)(i) or 5(d)(ii) of this Plan or been cancelled pursuant to
paragraph 11(c) of this Plan. In addition, in the event of the proposed
dissolution or liquidation of the Company, the Committee may provide that any
Company repurchase option applicable to the Shares shall lapse as to all such
Shares, provided that the proposed dissolution or liquidation takes place at
the time and in the manner provided. For purposes of this paragraph 12,
"Event Proceeds per Share" shall mean the cash plus the fair market value, as
determined in good faith by the Committee, of the non-cash consideration to
be received per Share by the stockholders of the Company upon the occurrence
of the Event.

      13.   ADJUSTMENTS. In the event of any reorganization, merger,
consolidation, recapitalization, liquidation, reclassification, stock
dividend, stock split, combination of shares, rights offering, or
extraordinary dividend or divestiture (including a spin-off), or any other
change in the corporate structure or Shares of the Company, the Committee (or
if the Company does not survive any such transaction, a comparable committee
of the Board of Directors of the surviving corporation) may, without the
consent of any holder of an option, make such adjustment as it determines in
its discretion to be appropriate as to the number and kind of securities
subject to and reserved under this Plan and, in order to prevent dilution or
enlargement of rights of participants in this Plan, the number and kind of
securities issuable upon exercise of outstanding options and the exercise
price thereof.

      14.   SUBSTITUTE OPTIONS. Options may be granted under this Plan from
time to time in substitution for stock options held by employees of other
corporations who are about to become employees of the Company, or any parent
or subsidiary thereof, or whose employer is about to become a subsidiary of
the Company, as the result of a merger or consolidation of the Company or a
subsidiary of the Company with another corporation, the acquisition by the
Company or a subsidiary of the Company of all or substantially all the assets
of another corporation or the acquisition by the Company or a subsidiary of
the Company of at least 50% of the issued and outstanding stock of another
corporation. The terms and conditions of the substitute options so granted
may vary from the terms and conditions set forth in this Plan to such extent
as the Board at the time of the grant may deem appropriate to conform, in
whole or in part, to the provisions of the stock options in substitution for
which they are granted, but with respect to stock options which are incentive
stock options, no such variation shall be permitted which affects the status
of any such substitute option as an incentive stock option.

      15.   COMPLIANCE WITH LEGAL REQUIREMENTS.


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            (a)   GENERAL. No certificate for Shares distributable under this
Plan shall be issued and delivered unless the issuance of such certificate
complies with all applicable legal requirements including, without
limitation, compliance with the provisions of applicable state securities
laws, the Securities Act of 1933, as amended, and the Exchange Act.

            (b)   RULE 16b-3. With respect to Section 16 Individuals,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the
extent any provision of this Plan or action by the Committee fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.

      16.   GOVERNING LAW. To the extent that federal laws do not otherwise
control, this Plan and all determinations made and actions taken under this
Plan shall be governed by the laws of the State of Colorado, without regard
to the conflicts of law provisions thereof, and construed accordingly.

      17.   AMENDMENT AND DISCONTINUANCE OF PLAN. The Board may at any time
amend, suspend, or discontinue this Plan; provided, however, that no
amendment to this Plan shall, without the consent of the holder of the
option, alter or impair any option previously granted under this Plan. To the
extent considered necessary to comply with applicable provisions of the Code,
any such amendments to this Plan may be made subject to approval by the
shareholders of the Company.

      18.   TERM.

            (a)   EFFECTIVE DATE.  This Plan shall be effective as of June 15,
2000.

            (b)   TERMINATION. This Plan shall remain in effect until all
Shares subject to it are distributed or this Plan is terminated under
paragraph 18 above. No award of an incentive stock option shall be made under
this Plan more than ten years after the effective date of this Plan (or such
other limit as may be required by the Code) if such limitation is necessary
to qualify the option as an incentive stock option.



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