AMERIVEST PROPERTIES INC.
                             1995 STOCK OPTION PLAN

                          As Adopted As Of May 20, 1995
         (And As Amended As Of October 17, 1995 To Reflect Stock Split)

     This 1995 Stock Option (the "Plan") is adopted by AmeriVest Properties Inc.
(the "Company") effective as of May 20, 1995.

     1. Definitions.

     Unless otherwise indicated or required by the particular context, the terms
used in this Plan shall have the following meanings:

     Board: The Board Of Directors of the Company.

     Code: The Internal Revenue Code of 1986, as amended.

     Common Stock: The $.001 par value common stock of the Company.

     Company:  AmeriVest  Properties Inc., a corporation  incorporated under the
laws of  Delaware,  any  current  or future  wholly  owned  subsidiaries  of the
Company, and any successors in interest by merger,  operation of law, assignment
or purchase of all or substantially  all of the property,  assets or business of
the Company.

     Date Of Grant:  The date on which an Option,  as defined below,  is granted
under the Plan.

     Disinterested  Person:  "Disinterested  Person"  shall have the meaning set
forth in Rule  16b-3(c)(2)(i)  promulgated under the Securities  Exchange Act of
1934, as amended,  or any successor provision to that Rule, which Rule currently
provides that a "Disinterested Person" is a director who has not, during the one
year prior to service as an administrator  of a plan,  granted or awarded equity
securities  pursuant  to the plan or any other plan of the Company or any of the
Company's  affiliates,  except that: (A) participation in a formula plan meeting
the  conditions  in Rule  16b-3(c)(2)(ii)  shall not  disqualify a director from
being  a  Disinterested  Person;  (B)  participation  in an  ongoing  securities
acquisition  plan  meeting  the  conditions  of Rule  16b-3(d)(2)(i)  shall  not
disqualify  a director  from being a  Disinterested  Person;  (C) an election to
receive  an  annual  retainer  fee in  either  cash or an  equivalent  amount of
securities,  or partly in cash and partly in securities,  shall not disqualify a
director from being a  Disinterested  Person;  and (D)  participation  in a plan
shall not  disqualify  a  director  from  being a  Disinterested  Person for the
purpose of  administering  another plan that does not permit  participation by a
director.

     Fair Market  Value:  The Fair Market  Value of the Option  Shares  (defined
below).  The Fair Market Value as of any date shall be as reasonably  determined
by the Option Committee (defined below);  provided,  however, that if there is a
public market for the Common  Stock,  the Fair Market Value of the Option Shares
as of any date  shall  not be less  than the last  reported  sale  price for the
Common Stock on that date (or on the preceding stock market business day if such
date is a Saturday, Sunday, or a holiday), on a national securities exchange, as
reported  in The Wall  Street  Journal,  or if not  reported  in The Wall Street
Journal,  as reported in The Denver Post,  Denver,  Colorado or, if no last sale



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price for a national  securities  exchange is available,  then the last reported
sale  price  on  either  another  stock  exchange  or  on a  national  or  local
over-the-counter  market,  as  reported by The Wall  Street  Journal,  or if not
available there, in The Denver Post; provided further, that if no such published
last sale price is available and a published bid price is available  from one of
those  sources,  then the Fair Market Value of the shares shall not be less than
such last reported bid price for the Common Stock,  and if no such published bid
price is available,  the Fair Market Value of such shares shall not be less than
the average of the bid prices quoted as of the close of business on that date by
any two  independent  persons or entities  making a market for the Common Stock,
such persons or entities to be selected by the Option Committee.

     Incentive  Options:  "Incentive  stock  options" as that term is defined in
Code Section 422 or the successor to that Section.

     Key Employee:  A person  designated by the Option Committee who is employed
by the Company and whose  continued  employment  is considered to be in the best
interests  of the  Company;  provided,  however,  that Key  Employees  shall not
include those members of the Board who are not employees of the Company.

     Key  Individual:  A person,  other than an employee of the Company,  who is
committed  to  the  interests  of  the  Company;  provided,  however,  that  Key
Individuals  shall not include  those members of the Board who are not employees
of the Company.

     Non-Discretionary   Options:  Options  granted  to  Non-Employee  Directors
according to the formula set forth in Section 8 of this Plan.

     Non-Employee  Director:  A person who is a member of the Board Of Directors
and who is not an employee of the Company.

     Non-Qualified  Options:  Options  that  are not  intended  to  qualify,  or
otherwise do not qualify, as "incentive stock options" under Code Section 422 or
the successor to that Section. To the extent that Options that are designated by
the Option  Committee as Incentive  Options do not qualify as  "incentive  stock
options" under Code Section 422 or the successor to that Section,  those Options
shall be treated as Non-Qualified Options.

     Option:  The rights to purchase Common Stock granted  pursuant to the terms
and conditions of an Option Agreement (defined below).

     Option  Agreement:  The written  agreement  (including  any  amendments  or
supplements  thereto)  between the  Company  and either a Key  Employee or a Key
Individual or a Non-Employee Director designating the terms and conditions of an
Option.

     Option  Committee:  With  respect  to grants of  Incentive  Options  or Non
Qualified Options to Employees other than Officers and Directors of the Company,
the Plan shall be  administered  by an Option  Committee  ("Option  Committee").
Initially,  the  Option  Committee  shall  consist  of the  Board Of  Directors.
Notwithstanding  the foregoing,  at and after such time that the Committee first
becomes  subject to the reporting  provisions of the Securities  Exchange Act Of
1934, as amended (the "Exchange Act"), if the Company intends to grant an Option
to an Officer or Director in a manner so that the grant of that Option is exempt
from  Section  16(b) of the  Exchange  Act, or any  successor  to that  Section,
pursuant to Rule 16b-3(c),  promulgated under the Exchange Act, or any successor
to that Rule, then there shall be at least two members of the Option  Committee,
and each  member  of the  Option  Committee  shall be a  director  who is also a
"disinterested person".  Subject to the foregoing, the entire Board may serve as
the Option Committee.

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     Option  Shares:  The shares of Common Stock  underlying  an Option  granted
pursuant to this Plan.

     Optionee: A Key Employee,  Key Individual or Non-Employee  Director who has
been granted an Option.

     2. Purpose And Scope.

          (a) The purpose of the Plan is to advance the interests of the Company
and  its  stockholders  by  affording  Key  Employees,   Key  Individuals,   and
Non-Employee Directors upon whose initiative and efforts, in the aggregate,  the
Company is largely  dependent for the  successful  conduct of its  business,  an
opportunity for investment in the Company and the incentive  advantages inherent
in stock ownership in the Company.

          (b) This Plan  authorizes  the  Option  Committee  to grant  Incentive
Options to Key Employees and to grant Non-Qualified Options to Key Employees and
Key  Individuals,  selected by the Option committee while  considering  criteria
such as employment  position or other relationship with the Company,  duties and
responsibilities,  ability,  productivity,  length of  service  or  association,
morale, interest in the Company,  recommendations by supervisors,  the interests
of  the   Company,   and  other   matters.   This  Plan   also   provides   that
Non-Discretionary Options shall be granted to Non-Employee Directors pursuant to
the formula set forth in Section 8 of this Plan.

     3. Administration Of The Plan.

          (a) Except  with  respect to the grant of  Non-Discretionary  Options,
which  shall be granted  in the manner set forth in Section 8 of this Plan,  the
Plan shall be administered by the Option  Committee.  The Option Committee shall
have the authority granted to it under this Section and under each other section
of the Plan.

          (b) In accordance  with and subject to the provisions of the Plan, the
Option  Committee  shall select the Optionees and shall determine (i) the number
of  shares  of  Common  Stock  to  be  subject  to  each  Incentive  Option  and
Non-Qualified  Option,  (ii)  the  time  at  which  each  Incentive  Option  and
Non-Qualified  Option is to be granted,  (iii)  whether an Incentive  Option and
Non-Qualified  Option  shall be granted in  exchange  for the  cancellation  and
termination  of a  previously  granted  option  or  options  under  the  Plan or
otherwise,  (iv) the purchase price for the Incentive  Option and  Non-Qualified
Option Shares,  provided that the purchase price shall be a fixed, and cannot be
a  fluctuating,  price,  (v) the  option  period,  (vi) the  manner  in which an
Incentive Option and Non-Qualified Option becomes exercisable, including whether
portions of the Incentive Option and Non-Qualified  Option become exercisable at
different  times,  and (vii)  such  other  terms and  conditions  as the  Option
Committee may deem necessary or desirable.  The Option Committee shall determine
the form of Option Agreement to evidence each Option.

          (c) The  Option  Committee  from time to time may adopt such rules and
regulations  for carrying out the purposes of the Plan as it may deem proper and
in the best interests of the Company.


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          (d) The Board from time to time may make such changes in and additions
to the  Plan as it may deem  proper  and in the best  interests  of the  Company
provided,  however,  that no such  change or  addition  shall  impair any Option
previously granted under the Plan, and that the approval by written consent of a
majority of the holders of the Company's  securities entitled to vote, or by the
affirmative  votes of the  holders of a  majority  of the  Company's  securities
entitled to vote at a meeting duly held in accordance  with the applicable  laws
of the State of Delaware, shall be required for any amendment which would do any
of the following:

                    (i)  materially  modify  the  eligibility  requirements  for
                         receiving Options under the Plan;

                    (ii) materially   increase  the  benefits  accruing  to  Key
                         Employees,  Key Individuals,  or Non-Employee Directors
                         under the Plan; or

                    (iii)materially  increase  the  number  of  shares of Common
                         Stock that may be issued under the Plan.

          (e) Each  determination,  interpretation or other action made or taken
by the Option  Committee,  unless  otherwise  determined by the Board,  shall be
final, conclusive and binding on all persons,  including without limitation, the
Company, the stockholders, directors, officers and employees of the Company, and
the Optionees  and their  respective  successors  in interest.  No member of the
Option Committee shall be personally  liable for any action,  determination,  or
interpretation  made in good faith with respect to the Plan,  and all members of
the Option  Committee shall be, in addition to rights they may have as directors
of the Company,  fully protected by the Company with respect to any such action,
determination or interpretation.  If the Board makes a determination contrary to
the Option Committee's  determination,  interpretation or other action, then the
Board's determination shall be final and conclusive in the same manner.

     4. The Common Stock.

     The Board is authorized to appropriate,  issue and sell for the purposes of
the Plan,  and the Option  Committee is authorized to grant Options with respect
to, a total  number  not in excess of  130,000  shares of Common  Stock,  either
treasury or authorized  and unissued,  or the number and kind of shares of stock
or other securities which in accordance with Section 10 shall be substituted for
the 130,000 shares or into which such 130,000  shares shall be adjusted.  All or
any unsold shares subject to an  unexercised  Option that for any reason expires
or otherwise  terminates  may again be made subject to other  Options  under the
Plan.

     5. Eligibility.

     Incentive  Options  may be  granted  only to Key  Employees.  Non-Qualified
Options  may be  granted  both  to Key  Employees  and to Key  Individuals.  Key
Employees and Key  Individuals  may hold more than one Option under the Plan and
may hold  Options  under the Plan as well as options  granted  pursuant to other
plans  or   otherwise.   Non-Discretionary   Options  may  be  granted  only  to
Non-Employee Directors. Non-Employee Directors shall be eligible to receive only
Non-Discretionary Options pursuant to the Plan.

     6. Option Price.

     The Option  Committee  shall  determine  the purchase  price for the Option
Shares;  provided,  however, that the purchase price to be paid by Optionees for
the Option Shares underlying  Incentive Options and Non-Qualified  Options shall
not be less than 100  percent of the Fair Market  Value of the Option  Shares on
the Date Of Grant and provided further that the purchase price shall be a fixed,
and  cannot  be a  fluctuating,  price.  The  Option  Price  for  Option  Shares
underlying  Non-Discretionary  Options  shall  be the Fair  Market  Value of the
Common Stock on the Date Of Grant.



<PAGE>



     7. Duration And Exercise Of Options.

          (a) Except as provided in Section 8 with respect to  Non-Discretionary
Options and except as provided in Section 18, the option  period shall  commence
on the Date Of Grant and shall continue for the period  designated by the Option
Committee up to a maximum of ten years from the Date Of Grant.

          (b)  During  the  lifetime  of  the  Optionee,  the  Option  shall  be
exercisable  only by the  Optionee;  provided  that,  subject  to the  following
sentence  and  paragraph  (d) of this  Section  7,  in the  event  of the  legal
disability  of an  Optionee,  the  guardian  or personal  representative  of the
Optionee may exercise the Option. If the Option is an Incentive Option it may be
exercised by the guardian or personal representative of the Optionee only if the
guardian or personal  representative  obtains a ruling from the Internal Revenue
Service or an opinion of counsel to the effect  that  neither  the grant nor the
exercise of such power is violative of Code Section  422(b)(5) or the  successor
to that provision.  Any opinion of counsel must be both from counsel  acceptable
to the Option Committee and in a form acceptable to the Option Committee.

          (c) If the Optionee's  employment or  affiliation  with the Company is
terminated for any reason including the Optionee's  death, any Option then held,
to the extent that the Option was exercisable according to its terms on the date
of  termination,  may be  exercised  for up to, and not more than,  three months
after  termination.  The duration,  if any, of the exercise period of the Option
subsequent  to  termination  will be  determined  by the Option  Committee.  Any
options  remaining  unexercised  shall expire at the later of termination or the
end of the extended exercise period, if any.

          (d) Each Option shall be  exercised in whole or in part by  delivering
to the office of the  Treasurer of the Company  written  notice of the number of
shares with respect to which the Option is to be exercised and by paying in full
the  purchase  price for the Option  Shares  purchased as set forth in Section 9
herein;  provided,  that an  Option  may not be  exercised  in part  unless  the
purchase price for the Option Shares purchased is at least $1,000.

          (e) No Option Shares may be sold, transferred or otherwise disposed of
within  six  months of the Date Of Grant by any  person  who is  subject  to the
reporting  requirements  of  Section  16(a) of the  Exchange  Act on the Date Of
Grant.

     8. Non-Discretionary Options.

          (a) Grant Of Options: Amount And Timing.  Non-Discretionary Options to
purchase  12,000  shares of Common stock shall be granted under the Plan to each
Non-Employee  Director  at the  later to occur of (i) May 20,  1995 and (ii) the
date he or she becomes a Non-Employee  Director of the Company. In addition,  on
the date that all of an Optionee's  Non-Discretionary Options to purchase 12,000
shares have become exercisable, as provided in Section 8(c), Options to purchase
an additional  12,000 shares shall be granted to the Optionee  provided that, at
that time, he or she is a Non-Employee Director.  All Non-Discretionary  Options
shall be  exercisable  only as set  forth in  Section  8(c)  below  and shall be
subject to the other terms and  conditions  set forth in this Plan or  otherwise
established by the Company.


<PAGE>



          (b)   Option   Exercise   Price.    The   exercise   price   for   the
Non-Discretionary  Options shall be the Fair Market Value of the Common Stock on
the Date Of Grant.

          (c) Exercise.  Non-Discretionary  Options to purchase  4,000 shares of
Common  Stock will become  exercisable  on each of the first  three  December 30
dates following the Date Of Grant of the Non-Discretionary Options.

          (d) Term. The  Non-Discretionary  Options shall expire five years from
the Date Of Grant.  Notwithstanding  the  foregoing,  Non-Discretionary  Options
shall  expire,  if not  exercised,  90 days  after the  Optionee  ceases to be a
director of the Company.

     9. Payment For Option Shares.

          (a) If the  purchase  price  of the  Option  Shares  purchased  by any
Optionee  at one  time  exceeds  $1,000,  the  Option  Committee,  in  its  sole
discretion, upon request by the Optionee, may permit all or part of the purchase
price  for  the  Option  Shares  to be  paid  by  delivery  to the  Company  for
cancellation  shares  of the  Common  Stock  previously  owned  by the  Optionee
("Previously  Owned  Shares")  with a Fair  Market  Value  as of the date of the
payment  equal to the portion of the purchase  price for the Option  Shares that
the Optionee does not pay in cash.  Notwithstanding the above, an Optionee shall
be permitted to exercise his Option by delivering  Previously  Owned Shares only
if he has held, and provides  appropriate evidence of such, the Previously Owned
Shares for more than six months prior to the date of exercise.  This period (the
"Holding  Period")  may be extended by the Option  Committee  acting in its sole
discretion as is  necessary,  in the opinion of the Option  Committee,  so that,
under  generally  accepted  accounting  principles,  no  compensation  shall  be
considered  to  have  been  or to be paid to the  Optionee  as a  result  of the
exercise of the Option in this manner. At the time the Option is exercised,  the
Optionee  shall provide an affidavit,  and such other  evidence and documents as
the Option Committee shall request,  to establish the Optionee's Holding Period.
As indicated  above,  an Optionee may deliver  shares of Common Stock as part of
the purchase price only if the Option Committee,  in its sole discretion agrees,
on a case by case basis, to permit this form of payment.

          (b) If payment for the exercise of an Option is made other than by the
delivery to the  Company for  cancellation  of shares of the Common  Stock,  the
purchase  price shall be paid in cash,  certified  funds,  or Optionee's  check.
Payment  shall be  considered  made when the  Treasurer of the Company  receives
delivery of the payment at the Company's  address,  provided that a payment made
by check is honored when first presented to the Optionee's bank.

     10. Change In Stock, Adjustments, Etc.

     In the event that each of the  outstanding  shares of Common  Stock  (other
than shares held by dissenting  stockholders which are not changed or exchanged)
should be changed into, or exchanged  for, a different  number or kind of shares
of stock or other securities of the Company,  or if further changes or exchanges
of any stock or other  securities  into which the Common  Stock  shall have been
changed,  or for which it shall have been  exchanged,  shall be made (whether by
reason  of  merger,  consolidation,   reorganization,   recapitalization,  stock
dividends, reclassification, split-up, combination of shares or otherwise), then
there shall be substituted for each share of Common Stock that is subject to the
Plan but not subject to an outstanding Option hereunder,  the number and kind of
shares of stock or other securities into which each outstanding  share of Common
Stock (other than shares held by dissenting  stockholders  which are not changed
or exchanged) shall be so changed or for which each outstanding  share of Common
Stock (other than shares held by dissenting stockholders) shall be so changed or
for which each such share shall be  exchanged.  Any  securities  so  substituted
shall be subject to similar successive adjustments.

     In the event of any such  changes or  exchanges,  (i) the Option  Committee
shall determine whether,  in order to prevent dilution or enlargement of rights,
an  adjustment  should be made in the number,  or kind,  or option  price of the
shares or other securities that are then subject to an Option or Options granted
pursuant to the Plan, (ii) the Option  Committee shall make any such adjustment,
and (iii) such adjustments  shall be made and shall be effective and binding for
all purposes of the Plan.



<PAGE>


     11. Relationship To Employment Or Position.

     Nothing  contained in the Plan,  or in any Option or Option  Share  granted
pursuant to the Plan,  (i) shall confer upon any Optionee any right with respect
to  continuance  of his  employment  by, or position  or  affiliation  with,  or
relationship to, the Company,  or (ii) shall interfere in any way with the right
of the Company at any time to terminate the Optionee's  employment by,  position
or affiliation with, or relationship to, the Company.

     12. Non-transferability Of Option.

     No Option  granted  under the Plan shall be  transferable  by the Optionee,
either  voluntarily or involuntarily,  except by will or the laws of descent and
distribution,  or except  pursuant to a qualified  domestic  relations  order as
defined in the Code,  the  Employee  Retirement  Income  Security  Act, or rules
promulgated  thereunder.  Except as  provided  in the  preceding  sentence,  any
attempt to transfer the Option shall void the Option.

     13. Rights As A Stockholder.

     No person shall have any rights as a stockholder  with respect to any share
covered by an Option until that person shall become the holder of record of such
share and,  except as provided in Section 10, no  adjustments  shall be made for
dividends or other distributions or other rights as to which there is an earlier
record date.

     14. Securities Laws Requirements.

     No Option  Shares shall be issued  unless and until,  in the opinion of the
Company, any applicable registration requirements of the Securities Act of 1933,
as amended,  any applicable listing  requirements of any securities  exchange on
which stock of the same class is then listed,  and any other  requirement of law
or of any regulatory bodies having jurisdiction over such issuance and delivery,
have been fully  complied  with.  Each Option  Agreement  and each Option  Share
certificate  may  be  imprinted  with  legends   reflecting  federal  and  state
securities  laws  restrictions  and  conditions,  and  the  Company  may  comply
therewith  and issue "stop  transfer"  instructions  to its  transfer  agent and
registrar in good faith without liability.

     15. Disposition Of Shares.

     To the extent  reasonably  requested by the Company,  each  Optionee,  as a
condition of exercise, shall represent,  warrant and agree, in a form of written
certificate  approved by the Company, as follows: (a) that all Option Shares are
being acquired  solely for his own account and not on behalf of any other person
or entity;  (b) that no Option Shares will be sold or otherwise  distributed  in
violation of the  Securities  Act of 1933, as amended,  or any other  applicable
federal or state  securities  laws;  (c) that he will report all sales of Option
Shares to the Company in writing on a form  prescribed  by the Company;  and (d)
that if he is subject  to  reporting  requirements  under  Section  16(a) of the
Exchange Act, (i) he will not violate Section 16(b) of the Exchange Act, (ii) he
will furnish the Company with a copy of each Form 4 and Form 5 filed by him, and
(iii) he will  timely  file all reports  required  under the federal  securities
laws.

     16. Effective Date Of Plan; Termination Date Of Plan.

     Subject  to the  approval  of the  Plan on or  before  May 20,  1996 by the
affirmative  vote of the  holders  of a majority  of the shares of Common  Stock
entitled to vote and  represented at a meeting duly held in accordance  with the
applicable laws of the State of Delaware,  the Plan shall be deemed effective as
of May 20,  1995.  The Plan shall  terminate at midnight on the date that is ten
years from that date,  except as to Options  previously  granted and outstanding
under the Plan at that time. No Options shall be granted after the date on which
the Plan terminates. The Plan may be abandoned or terminated at any earlier time
by the Board,  except with  respect to any Options  then  outstanding  under the
Plan.



<PAGE>


     17. Limitation On Amount Of Option.

     The  aggregate  Fair  Market  Value of the  Option  Shares  underlying  all
Incentive  Options  that have been  granted to a  particular  Optionee  and that
become  exercisable  for the first time during the same  calendar year shall not
exceed $100,000, provided that this amount shall be increased or decreased, from
time to time, as Code Section 422 or the  successor to that Section,  is amended
so that this amount at all times shall  equal the amount of the  limitation  set
forth in the Code. For purposes of the preceding sentence,  Fair Market Value of
the Shares  underlying any particular  Option shall be determined as of the date
that Option is granted.

     18. Ten Percent Stockholder Rule.

     No Incentive  Option may be granted to a Key Employee  who, at the time the
Incentive  Option is granted,  owns stock possessing more than 10 percent of the
total  combined  voting  power of all  classes of stock of the Company or of any
"parent corporation" or "subsidiary corporation",  as those terms are defined in
Section 424, or its  successor  provision,  of the Code,  unless at the time the
Incentive Option is granted the purchase price for the Option Shares is at least
110 percent of the Fair Market  Value of the Option  Shares on the Date Of Grant
and the Incentive Option by its terms is not exercisable after the expiration of
five years from the Date Of Grant. For purposes of the preceding sentence, stock
ownership  shall be  determined  as  provided in Section  424, or its  successor
provision, of the Code.

     19. Withholding Taxes.

     The Option  Agreement shall provide that the Company may take such steps as
it may deem necessary or appropriate  for the withholding of any taxes which the
Company is  required by any law or  regulation  or any  governmental  authority,
whether federal,  state or local, domestic or foreign, to withhold in connection
with any Option  including,  but not limited to, the  withholding  of all or any
portion of any payment or the  withholding  of  issuance of Option  Shares to be
issued upon the exercise of any Option.

     20. Effect Of Changes In Control And Certain Reorganizations.

          (a) In event of a Change In Control of the Company (as defined below),
the Option Committee, in its sole discretion,  shall have the right, but not the
obligation, to do any or all of the following:

                    (i)  provide that all Options  granted  pursuant to the Plan
                         shall  become  exercisable  immediately  at the time of
                         such  Change In  Control  (or at such other time as the
                         Committee   shall   determine),    except   that   this
                         acceleration  would  not  occur  with  respect  to  any
                         Incentive  Options  for  which the  acceleration  would
                         result in a violation of Section 17 of this Plan;

                    (ii) provide  for an  Optionee  to  surrender  an Option (or
                         portion  thereof)  and to  receive  in  exchange a cash
                         payment,   for  each  Option   share   underlying   the
                         surrendered   Option,   equal  to  the  excess  of  the
                         aggregate  Fair Market Value of the Option Share on the
                         date of  surrender  over  the  exercise  price  for the
                         Option Share.  To the extent any Option is  surrendered
                         pursuant to this  Subparagraph  20(a) (ii), it shall be
                         deemed to have been exercised for purposes of Section 4
                         hereof; and

                    (iii)make any other  adjustments,  or take any other action,
                         as the Option Committee, in its discretion,  shall deem
                         appropriate  provided  that  any  such  adjustments  or
                         actions would not result in an Optionee  receiving less
                         value  than  pursuant  to any or al l of  Subparagraphs
                         20(a)(i) or 20(a) (ii) above.

          For  purposes of this Section 20, a "Change In Control" of the Company
shall mean a change in control of a nature that would be required to be reported
in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Exchange Act regardless of whether the Company is then subject to such reporting
requirement.



<PAGE>


          (b) In the event that the  Company  enters  into,  or the Board  shall
propose that the Company enter into, a Reorganization  Event (as defined below),
the  Option  Committee,  in its  sole  discretion,  may  make  any or all of the
following adjustments:

                    (i)  by written  notice to each  Optionee  provide that such
                         Optionee's  Options  shall be  terminated or cancelled,
                         unless  exercised  within 30 days (or such other period
                         as the Option Committee shall determine) after the date
                         of such notice;

                    (ii) advance  the dates  upon  which any or all  outstanding
                         Options  shall be  exercised,  except that this advance
                         will not occur with  respect to any  Incentive  Options
                         for which the advance  would  result in a violation  of
                         Section 16 of this Plan;

                    (iii)provide for termination or cancellation of an Option in
                         exchange  for  payment to the  Optionee of an amount in
                         cash or  securities  equal to the excess,  if any, over
                         the  exercise  price of that  Option of the Fair Market
                         Value of the Option Shares subject to the Option at the
                         time of such termination or cancellation; and

                    (iv) make any other  adjustments,  or take any other action,
                         as the Option Committee, in its discretion,  shall deem
                         appropriate,  provided  that  any such  adjustments  or
                         actions shall not result in the Optionee receiving less
                         value  than  is  possible  pursuant  to  any  or all of
                         Subparagraphs  20(b)(i),  20(b)(ii),  and  20(b)  (iii)
                         above.  Any action taken by the Option Committee may be
                         made   conditional   upon  the   consummation   of  the
                         applicable Reorganization Event.

          For  purposes of this  Section 20, a  "Reorganization  Event" shall be
deemed  to occur if (A) the  Company  is  merged or  consolidated  with  another
corporation,  (B) one person becomes the  beneficial  owner of all of the issued
and outstanding  equity  securities of the Company (for purposes of this Section
20(b),  the terms  "person"  and  "beneficial  owner"  shall  have the  meanings
assigned  to them in  Section  13(d)  of the  Exchange  Act  and the  rules  and
regulations promulgated thereunder), (C) a division or subsidiary of the Company
is acquired by another  corporation,  person or entity, (D) all or substantially
all the assets of the Company are  acquired by another  corporation,  or (E) the
Company is reorganized, dissolved or liquidated.

     21. Other Provisions.

     The following provisions are also in effect under the Plan:

          (a) The use of a  masculine  gender  in the Plan  shall  also  include
within its meaning the  feminine,  and the singular may include the plural,  and
the plural may include the singular, unless the context clearly indicates to the
contrary.

          (b) Any  expenses  of  administering  the  Plan  shall be borne by the
Company.

          (c) This Plan  shall be  construed  to be in  addition  to any and all
other  compensation  plans or programs.  Neither the adoption of the Plan by the
Board nor the  submission  of the Plan to the  stockholders  of the  Company for
approval  shall  be  construed  as  creating  any  limitations  on the  power or
authority  of the  Board to  adopt  such  other  additional  incentive  or other
compensation arrangements as the Board may deem necessary or desirable.

          (d) The validity,  construction,  interpretation,  administration  and
effect of the Plan and of its rules and  regulations,  and the rights of any and
all persons having or claiming to have an interest  therein or thereunder  shall
be governed by and determined exclusively and solely in accordance with the laws
of the State of Colorado, except in those instances where the rules of conflicts
of laws would require application of the laws of the State of Delaware.

                                    * * * * *