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EXHIBIT NO. 4
AMERICAN TIRE CORPORATION
1997 Non-Qualified Stock Option Plan

American Tire Corporation, a Nevada corporation (the "Company"), hereby adopts 
this 1997 Non-Qualified Stock Option Plan (the "Plan"), this 29th day of 
January, 1997, 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 $0.001 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.
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     4.     SHARES OF STOCK SUBJECT TO THE PLAN.  A total of thirty-five 
thousand (35,000) 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.



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     (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 Internal Revenue Code of 1986, as amended (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.
PAGE
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     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.




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     13.     ASSIGNMENT.  No Option granted under this Plan shall be 
transferable other than by will or the laws of descent and distribution.  
Options transferred by will or by laws of descent and distribution may be 
exercised for a period of three months after receipt.  After the expiration of 
the three month exercise period, all such Options so transferred and the 
rights and privileges thereunder will be null and void. 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 or a 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:  (i) 
ten 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.

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     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 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.

                                          AMERICAN TIRE CORPORATION

                                          By:/S/ Richard A. Steinke, 
                                             Chief Executive Officer

ATTEST:

     The undersigned hereby attests to this American Tire Corporation, 1997 
Non-Qualified Stock Option Plan.

                                          AMERICAN TIRE CORPORATION

                                          By:/S/ David K. 
Griffiths,                                                         Treasurer
