S-8

                   U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                  TXON INTERNATIONAL DEVELOPMENT CORPORATION
                       (Name of Small Business Issuer)

      Nevada                                     87-0629754
(State or other jurisdiction of       (I.R.S. Employee Identification No.)
incorporation or organization


    3672 East Cove Point Dr., Salt Lake City, Utah         84109
    ----------------------------------------------       ---------
    (Address of Principal Executive Offices)             (Zip Code)

               Txon International Development Corporation Year
                     2000 Non-qualified Stock Option Plan
               -----------------------------------------------
                            (Full Title of Plans)

                           James N. Barber, Esq.,
                Suite 100, Bank One Tower, 50 West Broadway,
                           Salt Lake City, UT 84101
                                (801) 364-6500
         ------------------------------------------------------------
        (Telephone number, including area code, of agent for service)


                       CALCULATION OF REGISTRATION FEE

                                Proposed          Proposed
Title of                        maximum           maximum
securities    Amount            offering          aggregate    Amount of
to be         to be             price             offering     registration
registered:   registered        per share         price        fee
- ------------  ----------------  ---------------   ---------    -------------
Common Stock  1,000,000 shares  ($0.02)           $ 20,000     $ 26.40


                                    Part I

               INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1. Plan Information

Introduction

TXON International Development Corporation, a Nevada corporation (the
"Company"), has adopted a Year 2000 Non-Qualified Stock Option Plan for its
employees, directors and consultants (hereinafter referred to as the "Plan").
Pursuant to this Plan, the board of directors of the Company can issue up to
an aggregate of 1,000,000 shares of its common stock, par value $.001 per
shares (the"Common Stock"), over a 10 year period.

General

The Plan was adopted on May 27, 2000, and has been approved by the board of
directors. The plan is intended to aid the Company in maintaining and
continuing to attract and retain quality management, attract qualified
employees, directors, and consultants, provide such individuals with an
incentive to remain employees, directors, and consultants of the Company, and
to use their best efforts to promote the Company's growth and profitability.

The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA") or qualified under section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code"). The Plan is
administered by the board of directors of the Company, which is authorized to
appoint such committees as the board may designate to administer the Plan.
Among other things, the board, or a duly authorized committee, has the
authority to interpret the Plan (which interpretation is binding on
participants), to determine which employees, directors, or consultants receive
stock options, to decide the number of shares subject to such options, and to
establish the terms of the options (which need not be identical with other
options or rights granted under the Plan). Members of the board of directors
are to be elected annually and hold office until the next annual meeting and
until a successor is elected and qualified. Directors may be removed, either
with or without cause, by sixty percent of the vote of the shareholders
entitled to elect directors. The current members of the board of directors are
Richard A. Ford, Gary Lewis and Jeanie Hildebrand. The address of the board of
10584 S. 700 E. Suite 228,Sandy, Utah 84070 directors is c/o the Company at .
The telephone number is (801)694-0290. Information concerning changes in the
membership of the board of directors or the appointment of any committee will
be provided in the future in either the Company's proxy statements, annual
reports, or amendments to this document.

Options to purchase a maximum of 1,000,000 shares of Common Stock may be
granted under the Plan. Options under the Plan are "non-qualified" stock
options. The number of shares of Common Stock issuable under the Plan may be
subject to adjustment in the event of changes in the outstanding shares of
Common Stock resulting from stock dividends, stock splits, or
recapitalization, or in the event of certain transfers of assets by the
Company. The number of shares of Common Stock subject to previously issued
options and the exercise price under the terms of such options will also be
adjusted in any such event or in the event of certain transfers of assets by
the Company.

Employees, including officers and directors, of the Company and its
subsidiaries are eligible to receive options under the Plan. The Plan also
permits the issuance of options to individuals who are not employees, but who
have provided bona fide services to the Company or a subsidiary not in
connection with the offer or sale of securities in a capital-raising
transaction. The options will be in the amounts, and will have the rights and
be subject to the restrictions, as may be determined by the board of
directors, or a duly authorized committee.

Options granted under the Plan swill not be transferable other than by will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined in the Code. Except as permitted by the foregoing,
each option granted under the Plan and the rights and privileges thereby
conferred cannot be transferred, assigned, pledged, or hypothecated in any way
(whether by operation of law or otherwise). The options will not be subject to
execution, attachment, or similar process. Any attempt to transfer, assign,
pledge, hypothecate, or otherwise dispose of an option, or of any right or
privilege conferred thereby, contrary to such provisions, or on the. levy of
any attachment or similar process on such rights and privileges, shall render
the option and such rights and privileges null and void.

If any holder of an option, except a consultant, is terminated or resigns from
his or her position with the Company or a subsidiary within six months of the
grant of an option, any unexercised portion of such option shall immediately
become null and void and such holder shall have no further rights as to such
option. If any officer or employee, except a consultant, of the Company or a
subsidiary is terminated at any time for gross negligence in the performance
of his or her duties, substantial failure to meet written standards
established by the Company for the performance of his or her duties, criminal
misconduct, or willful or gross misconduct in the performance of his or her
duties, the board of directors or a duly authorized committee may cancel any
and all rights such individual may have in the unexercised portion of any
option held at the time of termination. The board of directors or a duly
authorized committee may, at the time of the grant of the option, establish
other restrictions on the exercise of such option subsequent to the
termination or resignation of any individual.

Exercise of Options

The exercise price of options granted under the Plan shall be determined by
the board of directors or a duly authorized committee on the date of the grant
of the option. The exercise price for options granted under the Plan must be
paid either in cash, certified check, or other consideration acceptable to the
Company. If provided by the board of directors at the time of the grant of the
option, payment can be made, in whole or in part, by delivery of shares of
Common Stock valued at the fair market value of such shares on the date of
exercise. Any payment that is approved by the board of directors that provides
for the payment of the option price over a period of more than one year must
also include interest at least equal to the imputed interest proved for in
section 483 of the Code. An optionee must exercise an option by delivering
written notice to the Company stating the intent to exercise the option, the
number of shares with respect to which the option is being exercised, and the
manner of payment. Stock options granted under the Plan may have a term of not
more than five years from the date of grant.

If an option granted under the Plan should expire or terminate for any reason
without having been exercised in full the unpurchased shares subject to that
option will again be available for grant under the Plan. The shares of Common
Stock subject to the Plan or any outstanding option, and the exercise price of
outstanding options may be subject to proportionate adjustment in the event of
a stock dividend on the Common Stock or a change in the number of issued and
outstanding shares of Common Stock as a result of a stock split,
consolidation, or other recapitalization.

Options will vest and become exercisable at such times and under such terms as
the board of directors, or a duly authorized committee shall establish at the
time of grant.

Amendments and Termination

The Plan may be abandoned or terminated by the board of directors or a duly
authorized committee at any time, except with respect to any outstanding
options. The Plan will automatically terminate on April 5th, 2010, ten years
after the Plan was adopted by the board of directors. No options may be
granted under the terms of the Plan after its termination date. The board of
directors may from time to time, but no more than once every six months, amend
the Plan with respect to any shares of Common Stock as to which options have
not been granted. No termination or amendment may adversely affect the rights
of a holder of a previously issued option without the consent of that holder.

Resale of Common Stock

The Company has filed a registration statement on Form S-8 with the
Commission. Shares of Common Stock purchased on exercise of options granted
under the Plan may be freely sold, subject to the requirement that any such
sales by "affiliates" of the Company, as defined under the Securities Act, and
donees of such affiliates, must be made either pursuant to the separate
prospectus prepared in accordance with the requirements of the Securities Act
or pursuant to rule 144 under the Securities Act, unless the sale of such
securities is otherwise exempt from the registration requirements of the
Securities Act. An employee who is not an executive officer, director, or 5%
or more stockholder of the Company or its subsidiaries generally would not
generally be deemed to be an "affiliate" of the Company. The Securities and
Exchange Commission ("Commission') has published for comment proposed
amendments to the registration statement on Form S-8 and related rules under
the Securities Act, and regulations promulgated thereunder, to restrict the
use of the form for the sale of securities to consultants and advisors. The
proposals are intended to eliminate the abuse of Form S-8 purportedly to
register offerings to consultants and advisors who then act as statutory
underwriters to sell the securities to the general public, and to register
securities issued as compensation to consultants who promote the registrant's
securities. No date has been set for adoption of the proposed rule changes.

Unless the registration statement with respect to the option and the Common
Stock subject to the option (collectively referred to as the "Securities") is
effective at the time of issuance or exercise, the Securities will be issued
in reliance on specific exemptions from the registration requirements for
transactions by an issuer not involving a public offering and specific
exemptions under state statutes. Any disposition of the Securities may, under
certain circumstances, be inconsistent with such exemptions. The Securities
may be offered for sale, sold, or otherwise transferred only if (i) registered
under the Securities Act, and in some cases, under the applicable state
securities acts, or, if not registered, (ii) only if pursuant to an exemption
from such registration requirements and only after the holder provides an
opinion of counsel or other evidence satisfactory to the Company to the effect
that registration is not required. In some states, specific conditions must be
met or approval of the securities regulatory authorities may be required
before any such offer or sale. If Rule 144 is available (and no assurance is
given that it would be), only routine sales of the Common Stock in limited
amounts can be made after one year following the acquisition date of the
Securities, as determined under Rule 144(d), in accordance with the terms and
conditions of Rule 144. The Company is under no obligation to make Rule 144
available. In the event Rule 144 is not available, compliance with Regulation
A or some other disclosure exemption may be required before the holder can
sell, transfer, or otherwise dispose of the Securities without registration.

If the Securities are not registered, the Company may refuse to transfer the
Securities to any transferee who does not furnish in writing to the Company
the same representations and warranties set forth in the foregoing paragraph
and agree to the same conditions with respect to such Securities as are set
forth therein. The Company may further refuse to transfer the Securities if
certain circumstances are present reasonably indicating that the proposed
transferee's representations are not accurate. In any event, in the absence of
an effective registration statement covering the Securities, the Company may
refuse to consent to any transfer in the absence of an opinion of legal
counsel, satisfactory to and independent of counsel of the Company, that such
proposed transfer is consistent with the above conditions and applicable
securities laws.

Federal Income Tax Consequences

The following discussion of the federal income tax consequence of
participation in the Plan is only a summary, does not purport to be complete,
and does not cover, among other things, state and local tax consequences. In
addition, differences in participants financial situations may cause federal,
state and local tax consequences of participation in the Plan to vary.
Therefore, each participant in the Plan is urged to consult his or her own
accountant, legal counsel, or other financial advisor regarding the tax
consequences of participation in the Plan. This discussion is based on the
provisions of the Code as presently in effect.

Under the current provisions of the Code, if shares of Common Stock are issued
to the original holder of a non-qualified option granted and exercised under
the Plan (assuming there is not an active trading market for options of the
Company) (i) income will not be recognized by the holder at the time of the
grant of the option; (ii) on exercise of the option the holder will realize
ordinary income in an amount equal to the excess of the fair market value of
the shares of Common Stock acquired at the time of exercise over the option
price; (iii) upon the sale of the shares of Common Stock acquired pursuant to
the exercise of the option, the holder will realize short term or long term
capital gain, or loss, as the case may be, in an amount equal to the
difference between the amount realized on such sale and the holder's tax basis
in the shares (as described below); and (iv) the Company will be entitled to
record a compensation expense in an amount equal to the ordinary income
recognized by the holder as set forth in clause (ii) above.

If payment of the option prices is made entirely in cash, the tax basis of the
shares of Common Stock will be equal to the option price paid plus the
ordinary income recognized by the holder, which should equal the fair market
value of the shares of Common Stock acquired on the date of exercise, and the
holding period will begin on the day after the tax basis of the shares is so
determined. If the optionee uses previously owned shares to exercise a stock
option, in whole or in part, the transaction will not be considered to be a
taxable disposition of the previously owned shares. The optionee will not
recognize income on the receipt of the number of shares of Common Stock equal
to the number of previously owned shares of Common Stock given up on exercise
of the option. The additional shares received on exercise will result in the
recognition of income equal to the fair market value of such additional
shares. The holder's tax basis and holding period of the previously owned
shares will be carried over to the equivalent number of shares received on
exercise. The tax basis of the additional shares received upon exercise will
be the fair market value of the shares received on the date of exercise (based
on the recognition of income equal to that fair market value). The holding
period for such additional shares will begin on the day after the tax basis
shares is so determined

The ordinary income received by the holder on the exercise of the stock option
is considered compensation from the Company. As with other forms of
compensation, withholding tax and other trust fund payments will be owed with
respect to the exercise of the stock option. Depending on the terms of an
individual option, withholding tax or other trust fund payments may be paid in
one or more of the following ways: (i) the holder delivering shares of Common
Stock or canceling stock options or other rights to acquire Common Stock with
a fair market value equal to such requirements', (ii) the Company withholding
shares of Common Stock subject to the stock option, with a fair market value
equal to such requirements; or (iii) the Company making such withholding or
other trust fund payments and the holder reimbursing the Company such amount
paid within ten days after written demand therefor from the Company. If the
holder is permitted by the terms of the option and uses (ii) above to pay the
withholding tax by having the Company withhold shares of Common Stock issuable
on exercise of options, the holder must either (i) make an irrevocable
election to have the shares withheld at least six months in advance of the
exercise of the option or (ii) exercise the option and make the withholding
election during the period beginning on the third business day following the
date of public release of the quarterly or annual financial information of the
Company and ending on the twelfth business day following such date.

Item 2. Registrant Information and Employee Plan Annual Information

Provided herewith, and incorporated herein, are copies of the Company's most
recent annual report on Form 10-KSB, without exhibits, together with any and
all quarterly reports on Form 10QSB, current reports on Form 8-K, proxy
statements, or similar documents filed since the most recent year-end. The
Company will also provide, without charge and upon oral or written request,
copies of the exhibits to the most recent annual report on Form 10-KSB, and
Part II to its registration statement on form S-8 filed with the Commission to
any holder of a stock option under the Plan requesting such a plan. Such
requests should be made to the Company at10584 South 700 East Suite 228,Sandy,
Utah 84070, telephone (801)694-0290.


                                   Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 1.  Incorporation of Documents by Reference

The following documents have been filed with the Commission by Txon
International Development Corporation and are incorporated herein by reference
and made a part hereof:

(a) Form 10-SBG filed on December 17, 1999

(b) Form 10-SB12G/A filed on December 30, 1999

(c) Form 10-SBG/A filed on January 28, 2000

(d) Form 10-QSB filed on February 9, 2000

(e) Form 10-SBG/A filed on February 22, 2000

(f) Form 10-QSB filed on April 19, 2000

(g) Form 8-K filed on June 20, 2000

(h) Form 8-K/A filed on June 26, 2000

All documents filed by Txon pursuant to Sections 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") subsequent to the effective date
hereof and prior to the filing of a post-effective amendment hereto that
indicates that all securities offered hereby have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of
filing such documents.  Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified
or superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.

Item 4.  Description of Securities

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not Applicable.

Item 6.  Indemnification of Directors and Officers.

The  General  Corporation  Law of  the  State  of  Nevada provides  that  a
Nevada corporation has the power, under specified circumstances, to indemnify
its directors, officers, employees and agents, against expenses incurred in
any action, suit or proceeding. That law provides that a certificate of
incorporation  may contain a provision  eliminating the personal liability  of
a director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director  provided that such provision shall not
eliminate or limit the  liability of a director (i)for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing  violation of law,  (iii) relating to liability for unauthorized
acquisitions or redemptions of, or dividends on, capital stock) of the General
Corporation  Law of  the  State  of  Nevada,  or (iv) for  any transaction
from which the director derived an improper personal benefit.  The Company's
Certificate of Incorporation contains such a provision which provides for the
indemnification of officers and directors of the Company to the full extent
permissible under Nevada law.

Item 7.  Exemption from Registration Claimed.

Not Applicable.

Item 8.  Exhibits.

4       Txon International Development Corporation Year 2000 Non-qualified
        Stock Option Plan.

5       Opinion of James N. Barber.

23.2    Consent of James N. Barber (included in his opinion filed as
        Exhibit 2 hereto.

Item 9.  Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement.

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(b) Filings incorporating subsequent Exchange Act documents by reference.  The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant['s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Filing of registration statement on Form S-8.  Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person in connection with the
successful defense of any action, suit or proceeding, is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-8 and has duly cause this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Salt Lake City, State of Utah, on July 17, 2000.

TXON INTERNATIONAL DEVELOPMENT CORPORATION


/s/ Richard Ford
_______________________________
Richard Ford, President and Director


/s/ Gary Lewis
_______________________________
Gary Lewis, Vice President and Director


/s/ Jeanie Hildebrand
_______________________________
Jeanie Hildebrand, Secretary/Treasurer and Director


INDEX TO EXHIBITS

4      Txon International Development Corporation Year
       2000 Non-qualfied Stock Option Plan.                 Exhibit 1

5      Opinion of James N. Barber.                          Exhibit 2

23.2   Consent of James N. Barber (included in his
       opinion filed as Exhibit 2 hereto.                   Exhibit 3

EX-4

                                 EXHIBIT 1

                  TXON INTERNATIONAL DEVELOPMENT CORPORATION
                  Year 2000 Non-Qualified Stock Option Plan

TXON International Development Corporation, a Nevada corporation (the
Company"), hereby adopts this Year 2000 Non-Qualified Stock Option Plan
(the"Plan"), this 27th day of May, 2000, under which options to acquire stock
of the Company may be granted from time to time to employees and consultants
of the Company or its subsidiaries. In addition, at the discretion of the
board of directors, options to acquire stock of the Company may from time to
time be granted under this Plan to other individuals who contribute to the
success of the Company or its subsidiaries and are not employees of the
Company, all on the terms and conditions set forth herein.

1. PURPOSE OF THE PLAN. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assisting in the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. It is designed
to aid the Company in retaining the services of executives and employees and
in attracting new personnel when needed for future operations and growth and
to provide such personnel with an incentive to remain employees of the Company
to use their best efforts to promote the success of the Company's business,
and to provide them with an opportunity to obtain or increase a proprietary
interest in the Company. It is also designed to permit the Company to reward
those individuals who are not employees of the Company but who are perceived
by management as having contributed to the success of the Company or who are
important to the continued business and operations of the Company. The above
aims will be effectuated through the granting of options ("Options") to
purchase shares of common stock of the Company, par value $0.10 per share (the
"Stock"), subject to the terms and conditions of this Plan.

2. EFFECTIVE DATE. The Plan shall become effective immediately on adoption by
the board of directors of the Company (the "Board").

3. ADMINISTRATION OF THE PLAN. Administration of the Plan shall be by the
Board. Subject to compliance with applicable provisions of the governing law,
the Board may delegate administration of the Plan or specific administrative
duties with respect to the Plan, on such terms and to such committees of the
Board as it deems proper; provided however, that if less than the entire Board
is administering the Plan or grants under the Plan, action may be taken only
by a committee of two or more "disinterested directors" as that term is
defined in Rule 16b-3, and the regulations and releases thereunder all as
promulgated by the Securities and Exchange Commission under authority of the
Exchange Act of 1934, as amended. Any Option approved by the Board shall be
approved by a majority vote of those members of the Board in attendance at a
meeting at which a quorum is present. Any Option approved by a committee
designated by the Board shall be approved as specified by the Board at the
time of delegation. The interpretation and construction of the terms of the
Plan by the Board or a duly authorized committee shall be final and binding on
all participants in the Plan absent a showing of demonstrable error. No member
of the Board or duly authorized committee shall be liable for any action taken
or determination made in good faith with respect to the Plan.

4. SHARES OF STOCK SUBJECT TO THE PLAN. A total of One Million (1,000,000)
shares of Stock may be subject to, or issued pursuant to, Options granted
under the terms of this Plan. Any shares subject to an Option under the Plan,
which Option for any reason expires or is forfeited, terminated, or
surrendered unexercised as to such shares, shall be added back to the total
number of shares reserved for issuance under the terms of this Plan, and if
any right to acquire Stock granted under the Plan is exercised by the delivery
of shares of Stock or the relinquishment of rights to shares of Stock, only
the net shares of Stock issued (the shares of Stock issued less the shares of
Stock surrendered) shall count against the total number of shares reserved for
issuance under the terms of this Plan.

5. RESERVATION OF STOCK ON GRANTING OF OPTION. At the time of granting any
Option under the terms of this Plan, there will be reserved for issuance on
the exercise of the Option the number of shares of Stock of the Company
subject to such Option. The Company may reserve either authorized but unissued
shares or issued shares that have been reacquired by the Company.

6. ELIGIBILITY. Options under the Plan may be granted to employees, including
officers, and directors of the Company or its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the
Company, but performed bona fide services to the Company, as may be deemed in
the best interest of the Company by the Board or a duly authorized committee.
Such Options shall be in the amounts, and shall have the rights and be subject
to the restrictions, as may be determined by the Board or a duly authorized
committee, all as may be within the general provisions of this Plan.

7. TERM OF OPTIONS AND CERTAIN LIMITATIONS ON RIGHT TO EXERCISE.
(a) Each Option shall have the term established by the Board or duly
authorized committee at the time the Option is granted but in no event may an
Option have a term in excess of five (5) years.

(b) The term of the Option, once it is granted, may be reduced only as
provided for in this Plan and under the written provisions of the Option.

(c) Unless otherwise specifically provided by the written provisions of the
Option, no holder or his or her legal representative, legatee, or distributee
will be, or shall be deemed to be, a holder of any shares subject to an Option
unless and until the holder exercises his or her right to acquire all or a
portion of the Stock subject to the option and delivers
the required consideration to the Company in accordance with the terms of this
Plan and then only to the extent of the number of shares of Stock acquired.
Except as specifically provided in this Plan or as otherwise specifically
provided by the written provisions of the Option, no adjustment to the
exercise price or the number of shares of Stock subject to the Option shall be
made for dividends or other rights for which the record date is prior to the
date the Stock subject to the Option is acquired by the holder.

(d) Options under the Plan shall vest and become exercisable at such time or
times and on such terms as the Board or a duly authorized committee may
determine at the time of the grant of the Option.

(e) Options granted under the Plan shall contain such other provisions,
including, without limitation, further restrictions on the vesting and
exercise of the Option, as the Board or a duly authorized committee shall deem
advisable.

(f) In no event may an Option be exercised after the expiration of its term.

8. EXERCISE PRICE. The exercise price of each Option issued under the Plan
shall be determined by the Board or a duly authorized committee on the date of
grant.

9.PAYMENT OF EXERCISE PRICE. The exercise of any Option shall be contingent on
receipt by the company of cash, certified bank check to its order, or other
consideration acceptable to the Company; provided, that at the discretion of
the Board or a duly authorized committee, the written provisions of the Option
may provide that payment can be made in whole or in part in shares of Stock of
the Company, which Stock shall be valued at its then fair market value as
determined by the Board or a duly authorized committee, or by the surrender or
cancellation of other rights to Stock of the Company. Any consideration
approved by the Board or a duly authorized committee, that calls  for the
payment of the exercise price over a period of more than one year shall
provide for interest, which shall not be included as part of the exercise
price, that is equal to or exceeds the imputed interest provided for in
section 483 of the Code or any amendment or successor section of like tenor.

10. WITHHOLDING. If the grant or exercise of an Option pursuant to this Plan
is subject to withholding or other trust fund payment requirements of the Code
or applicable state or local laws, such requirements may, at the discretion of
the Board or a duly authorized committee and to the extent permitted by the
terms of the Option and the then governing provisions of the Code and the
Exchange Act, be met (i) by the holder of the Option either delivering shares
of Stock or canceling Options or other rights to acquire Stock with a fair
market value equal to such requirements; (ii) by the Company withholding
shares of Stock subject to the Option with a fair market value equal to such
requirements; or (iii) by the Company making such withholding or other trust
fund payment and the Option holder reimbursing the Company such amount paid
within 10 days after written demand therefor from the Company.

11. DILUTION OR OTHER ADJUSTMENT. In the event that the number of shares of
Stock of the Company from time to time issued and outstanding is increased
pursuant to a stock split or a stock dividend, the number of shares of Stock
then covered by each outstanding Option granted hereunder shall be increased
proportionately, with no increase in the total purchase price of the shares
then so covered, and the number of shares of Stock subject to the Plan shall
be increased by the same proportion. In the event that the number of shares of
Stock of the Company from time to time issued and outstanding is reduced by a
combination or consolidation of shares, the number of shares of Stock then
covered by each outstanding Option granted hereunder shall be reduced
proportionately, with no reduction in the total purchase price of the shares
then so covered, and the number of shares of Stock subject to the Plan shall
be reduced by the same proportion. In the event that the Company should
transfer assets to another corporation and distribute the stock of such other
corporation without the surrender of Stock of the Company, and if such
distribution is not taxable as a dividend and no gain or loss is recognized by
reason of section 355 of the Code or any amendment or successor statute of
like tenor, then the total purchase price of the Stock then covered by each
outstanding Option shall be reduced by an amount that bears the same ratio to
the total purchase price then in effect as the market value of the stock
distributed in respect of a share of the Stock of the Company, immediately
following the distribution, bears to the aggregate of the market value at such
time of a share of the Stock of the Company plus the stock distributed in
respect thereof. In the event that the Company distributes the stock of a
subsidiary to its shareholders, makes a distribution of a major portion of its
assets, or otherwise distributes significant portion of the value of its
issued and outstanding Stock to its shareholders, the number of shares then
subject to each outstanding Option and the Plan, or the exercise price of each
outstanding Option, may be adjusted in the reasonable discretion of the Board
or a duly authorized committee. All such adjustments shall be made by the
Board or duly authorized committee, whose determination upon the same, absent
demonstrable error, shall be final and binding on all participants under the
Plan. No fractional shares shall be issued, and any fractional shares
resulting from the computations pursuant to this section shall be eliminated
from the respective Option. No adjustment shall be made for cash dividends,
for the issuance of additional shares of Stock for consideration approved by
the Board, or for the issuance to stockholders of rights to subscribe for
additional Stock or other securities.

12. OPTIONS TO FOREIGN NATIONALS. The Board or a duly authorized committee
may, in order to fulfill the purposes of this Plan and without amending the
Plan, grant Options to foreign nationals or individuals residing in foreign
countries that contain provisions, restrictions, and limitations different
from those set forth in this Plan and the Options made to United States
residents in order to recognize differences among the countries in law, tax
policy, and custom. Such grants shall be made in an attempt to provide such
individuals with essentially the same benefits as contemplated by a grant to
United States residents under the terms of this Plan.

13. ASSIGNMENT. No Option granted under this Plan shall be transferable other
than by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined in the Code. Except as permitted
by the foregoing, each Option granted under the Plan and the rights and
privileges thereby conferred shall not be transferred, assigned, pledged, or
hypothecated in any way (whether by operation of law or otherwise), and shall
not be subject to execution, attachment, or similar process. On any attempt to
transfer, assign, pledge, hypothecate, or otherwise dispose of the Option, or
of any right or privilege conferred thereby, contrary to the provisions
thereof, or on the levy of any attachment or similar process on such rights
and privileges, the Option and such rights and privileges shall immediately
become null and void.

14. EFFECT OF TERMINATION OF EMPLOYMENT. In the event that any holder is
terminated or resigns from his or her position with the Company or a
subsidiary within six months of the grant of an award any unexercised portion
of such Option shall immediately become null and void and such holder shall
have no further rights thereunder. In the event that any officer or employee
of the Company or a subsidiary is terminated at any time for, in the
determination of the Board or a duly authorized committee, gross negligence in
the performance of his or her duties, substantial failure to meet written
standards established by the Company for the performance of his or her duties,
criminal misconduct, or willful or gross misconduct in the performance of his
or her duties, the Board or a duly authorized committee may cancel any and all
rights such individual may have in the unexercised portion of any Option held
at the time of termination. The Board duly authorized committee may, at the
time of the grant of the Option, establish any other restrictions on the
exercise of such Option subsequent to the termination or resignation of any
individual that it deems appropriate. The foregoing paragraph shall not apply
to consultants who are issued options.

15. LISTING AND REGISTRATION OF SHARES. Each Option shall be subject to the
requirement that if at any time the Board shall determine, in its sole
discretion, that it is necessary or desirable to list, register, or qualify
the shares covered thereby on any securities exchange or under any state or
federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not
be exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any
conditions not acceptable to the Board.

16. EXPIRATION AND TERMINATION OF THE PLAN. The Plan may be abandoned or
terminated at any time by the Board or a duly authorized committee except with
respect to any Options then outstanding under the Plan. The Plan shall
otherwise terminate on the earlier of the date that is: (1) ton years after
the date the Plan is adopted by the Board; or (ii) ten years after the date
the Plan is approved by the shareholders of the Company.

17. FORM OF OPTIONS. Options granted under the Plan shall be represented by a
written agreement which shall be executed by the Company and the holder and
which shall contain such terms and conditions as may be determined by the
Board or a duly authorized committee and permitted under the terms of this
Plan.

18. NO RIGHT OF EMPLOYMENT. Nothing contained in this Plan or any Option
awarded pursuant to this Plan shall be construed as conferring on a director,
officer, or employee any right to continue or remain as a director, officer,
or employee of the Company or its subsidiaries.

19. AMENDMENT OF THE PLAN. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations
promulgated thereunder. Subject to the foregoing and the limitations, the
Board or a duly authorized committee may modify and amend the Plan in any
respect.



TXON International Development  Corporation

                         /s/ Richard A. Ford
                       ____________________________
                       Richard A. Ford Chairman/President

ATTEST:

The undersigned hereby attests to this TXON International Development
Corporation Year 2000 Non-Qualified Stock Option Plan.

TXON International Development  Corporation

                       /s/ Jeanie Hildebrand
                       _____________________________
                       Jeanie Hildebrand Secretary

EX-5

                                  EXHIBIT 2


                               JAMES N. BARBER
                               Attorney at Law
                          Suite 100, Bank One Tower
                               50 West Broadway
                          Salt Lake City, Utah 84101
                          Telephone: (801) 364-6500
                             Fax: (801) 364-3406

June 30, 2000

To the Board of Directors
Txon International Development Corporation
10584 S. 700 East, Suite 228,
Sandy, UT 84070

Re: Txon International Development Corporation Year 2000
    Non-Qualified Stock Option Plan

Dear Members of the Board:

I have examined a document entitled Txon International Development Corporation
Year 2000 Non-qualified Stock Option Plan (the "Plan") and am familiar with
the Company's plan to grant options to employees, officers, directors and
consultants to purchase up to 1,000,000 common shares of the Company for Two
Cents ($.02) per share.  I have also made such further investigations as I
have deemed necessary to express the opinions herein stated.

Based on that investigation, it is my opinion that the common shares of Txon
International Development Corporation which are hereafter issued upon exercise
of options duly granted under and in accordance with the terms of the Plan
will, upon payment of the consideration therefore required by the terms of the
Plan, be duly and validly authorized and issued, fully paid and
non-assessable.

I consent to the use of this opinion as an Exhibit to the Registration
Statement on Form S-8 being filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, with respect to the Shares
issued under the Plan, and to any references to me in such Registration
Statement.

Very truly yours,

/s/ James N. Barber

James N. Barber