As filed with the Securities and Excange Commission on May 18, 1998.
File No._____________                             Commission file number: 0-9476


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                             FLEXWEIGHT CORPORATION
                 (Name of Small Business Issuer in Its Charter)

          Kansas                                       48-0680109
(State or Other Jurisdiction of                   (I.R.S. Employer
Incorporation or Organization)                    Identification No.)


                  FLEXWEIGHT CORPORATION 1998 STOCK OPTION PLAN
                              (Full Title of Plan)


                  2133 East 9400 South, #151 Sandy, Utah 84093
                     (Name and Address of Agent for Service)

                                 (801) 944-0701
          (Telephone number including area code, of agent for service)

<TABLE>
                      CALCULATION OF REGISTRATION FEE
<CAPTION>
                                        Proposed     Proposed
                                        Maximum      Maximum
Title of                                Offering    Aggregate    Amount of
Securities               Amount to be   Price Per    Offering   Registration
to be Registered          Registered     Share(1)    Price(1)       Fee
-----------------------  ------------   ---------   ----------  ------------
<S>                      <C>            <C>         <C>         <C>
Common Stock, $.10 p.v.    700,000      $ 5.625     $3,937,500      $1161.56


                                          Total     $3,937,500      $1161.56


(1) Bona Fide  estimate of maximum  offering  price solely for  calculating  the
registration  fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933,
based on the average bid and asked price of the registrant's  common stock as of
May 1, 1998,  a date  within five  business  days prior to the date of filing of
this registration statement.

</TABLE>

     In addition,  pursuant to Rule 416(c)  promulgated under the Securities Act
of 1933, this Registration Statement covers an indeterminate amount of interests
to be offered or sold pursuant to the Flexweight  Corporation  1998 Stock Option
Plan described herein.


<PAGE>

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The Registrant is subject to the information requirements of the Securities
Exchange  Act of 1934 and,  in  accordance  therewith,  files  reports  with the
Securities and Exchange  Commission  (the  "Commission").  The documents  listed
below are hereby  incorporated  by reference in this  Registration  Statement on
Form S-8; and all documents  subsequently  filed by the  Registrant  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated  herein by reference in this  Registration  Statement on Form
S-8, and shall be a part hereof from the date of the filing of such documents.

     (a)   The Registrant's Form 10-K/A, filed on January 28, 1998; and

     (b)   All other reports filed by the  Registrant  pursuant to Section 13(a)
           or 15(d) of the Exchange Act since December 31, 1996; and

     (c)   The  description  of the  Common  Stock  which  is  contained  in the
           registration  statement  filed under the Exchange Act,  including any
           amendment  or  report   filed  for  the  purpose  of  updating   such
           description.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities and Exchange Act of 1934 after the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered by this  Registration  Statement have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  herein be reference  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  herein by  reference  modified  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.


Item 4.  Description of Securities

     The common  stock of the  Company  is  registered  under  Section 12 of the
Securities and Exchange Act of 1934, as amended.

                                    - 2 -

<PAGE>


Item 5.  Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

The Company's  Bylaws provides that the Company shall indemnify its officers and
directors for any liability,  including reasonable costs of defense, arising out
of certain circumstances.

         When a person is sued or prosecuted in a criminal action,  either alone
or with others,  because he is or was a director or officer of the  corporation,
or of another  corporation  serving at the request of this  corporation,  in any
proceeding  arising  out  of  his  alleged  misfeasance  or  nonfeasance  in the
performance  of his  duties  on out of any  alleged  wrongful  act  against  the
corporation or by the  corporation,  he shall be indemnified  for his reasonable
expenses,  including attorneys' fees incurred in the defense of the proceedings,
if both of the following conditions exist:

         (a)      The  person  sued is  successful  in whole or in part,  or the
                  proceeding  against  him is settled  with the  approval of the
                  court.
         (b) The court finds that his conduct  fairly and equitably  merits such
indemnity.

         The  amount  of  such  indemnity  which  may be  assessed  against  the
corporation,  its  receiver,  or its  trustee,  by the court in the same or in a
separate proceeding shall be so much of the expenses,  including attorneys' fees
incurred in the defense of the proceedings, as the court determines and finds to
be reasonable.  Application  for such indemnity may be made either by the person
sued or by the attorney or other person rendering  services to him in connection
with the  defense,  and the court may  order  the fees and  expenses  to be paid
directly  to the  attorney  or other  person,  although he is not a party to the
proceeding.  Notice of the  application  for such indemnity shall be served upon
the corporation,  its receiver, or its trustee, and upon the plaintiff and other
parties to the  proceeding.  The court may order  notice to be given also to the
stockholders  in the manner provided in Article II, Section 2, for giving notice
of stockholders meetings, in such form as the court directs.

According to the Kansas  Statutes  Chapter 17, Article 63 (Statute  17-6305) the
Corporation has the power to indemnify officers, directors, employees and agents
of the Corporation under certain circumstances. Below is the statute in full:

         (a)       A  corporation  shall have power to indemnify  any person who
                   was or is a party,  or is threatened  to be made a party,  to
                   any  threatened,   pending  or  completed  action,   suit  or
                   proceeding,   whether  civil,  criminal,   administrative  or
                   investigative, other than an action by or in the right of the
                   corporation, by reason of the fact that such person is or was
                   a director, officer, employee or agent of the corporation, or
                   is or was  serving  at the  request of the  corporation  as a
                   director,  officer, employee or agent of another corporation,
                   partnership,   joint  venture,  trust  or  other  enterprise,
                   against  expenses,  judgments,  fines  and  amounts  paid  in
                   settlement actually and reasonably incurred by such person in
                   connection  with such action,  suit or proceeding,  including
                   attorney  fees,  if such person  acted in good faith and in a
                   manner  such  person  reasonably  believed  to be  in or  not
                   opposed to the best interests of the  corporation;  and, with
                   respect  to  any  criminal  action  or  proceeding,   had  no
                   reasonable   cause  to  believe  such  person's  conduct  was
                   unlawful.  The termination of any action,  suit or proceeding
                   by judgment, order, settlement, conviction, or upon a plea of
                   nolo  contendere  or its  equivalent,  shall not,  of itself,
                   create  a  presumption  that the  person  did not act in good
                   faith and in a manner which such person  reasonably  believed
                   to be in  or  not  opposed  to  the  best  interests  of  the
                   corporation,  and,  with  respect to any  criminal  action or
                   proceeding,   had  reasonable  cause  to  believe  that  such
                   person's conduct was unlawful.

         (b)      A corporation shall have power to indemnify any person who was
                  or is a party,  or is  threatened  to be made a party,  to any
                  threatened,  pending or completed  action or suit by or in the
                  right of the corporation to procure a judgment in its favor by
                  reason  of the fact that  such  person  is or was a  director,
                  officer,  employee or agent of the  corporation,  or is or was
                  serving at the request of the corporation as a


<PAGE>



                  director,  officer,  employee or agent of another corporation,
                  partnership,  joint venture, trust or other enterprise against
                  expenses  actually and  reasonably  incurred by such person in
                  connection  with the defense or  settlement  of such action or
                  suit,  including  attorney  fees, if such person acted in good
                  faith and in a manner such person reasonably believed to be in
                  or not opposed to the best  interests of the  corporation  and
                  except that no indemnification shall be made in respect of any
                  claim, issue or matter as to which such person shall have been
                  adjudged  to be liable to the  corporation  unless and only to
                  the  extent  that the court in which  such  action or suit was
                  brought shall  determine upon  application  that,  despite the
                  adjudication of liability but in view of all the circumstances
                  of the case, such person is fairly and reasonably  entitled to
                  indemnity for such expenses which the court shall deem proper.

         (c)      To the extent that a director, officer, employee or agent of a
                  corporation  has been successful on the merits or otherwise in
                  defense  of any  action,  suit or  proceeding  referred  to in
                  subsections (a) and (b), or in defense of any claim,  issue or
                  matter  therein,  such  director,  officer,  employee or agent
                  shall be indemnified  against expenses actually and reasonably
                  incurred by such  person in  connection  therewith,  including
                  attorney fees.

         (d)       Any  indemnification  under  subsections  (a) and (b), unless
                   ordered by a court,  shall be made by the corporation only as
                   authorized  in the specific  case upon a  determination  that
                   indemnification of the director,  officer,  employee or agent
                   is  proper  in  the  circumstances   because  such  director,
                   officer, employee or agent has met the applicable standard of
                   conduct  set  forth  in   subsections   (a)  and  (b).   Such
                   determination  shall be made (1) by the board of directors by
                   a majority vote of a quorum  consisting of directors who were
                   not parties to such  action,  suit or  proceeding,  or (2) if
                   such a quorum is not  obtainable,  or even if  obtainable,  a
                   quorum of disinterested  directors so directs, by independent
                   legal   counsel  in  a  written   opinion,   or  (3)  by  the
                   stockholders.

         (e)       Expenses  incurred  by a director  or officer in  defending a
                   civil or criminal  action,  suit or proceeding may be paid by
                   the  corporation in advance of the final  disposition of such
                   action,  suit or proceeding upon receipt of an undertaking by
                   or on behalf of the  director or officer to repay such amount
                   if it is ultimately  determined  that the director or officer
                   is not  entitled  to be  indemnified  by the  corporation  as
                   authorized in this section.  Such expenses  incurred by other
                   employees  and  agents  may be so paid  upon  such  terms and
                   conditions,   if  any,  as  the  board  of  directors   deems
                   appropriate.

         (f)      The  indemnification  and advancement of expenses provided by,
                  or granted pursuant to, the other  subsections of this section
                  shall not be  deemed  exclusive  of any other  rights to which
                  those seeking  indemnification  or advancement of expenses may
                  be entitled under any bylaw,  agreement,  vote of stockholders
                  or disinterested directors or otherwise,  both as to action in
                  a  person's  official  capacity  and as to action  in  another
                  capacity while holding such office.

         (g)       A  corporation  shall have  power to  purchase  and  maintain
                   insurance  on behalf of any person who is or was a  director,
                   officer,  employee or agent of the corporation,  or is or was
                   serving at the  request  of the  corporation  as a  director,
                   officer,   employee   or   agent  of   another   corporation,
                   partnership, joint venture, trust or other enterprise against
                   any  liability  asserted  against such person and incurred by
                   such  person in any such  capacity,  or  arising  out of such
                   person's status as such, whether or not the corporation would
                   have  the  power  to  indemnify   such  person  against  such
                   liability  under  the  provisions  of this  section . (h) For
                   purposes of this  section,  references  to "the  corporation"
                   shall include, in addition to the resulting corporation,  any
                   constituent  corporation  (including  any  constituent  of  a
                   constituent)  absorbed in a consolidation or merger which, if
                   its separate  existence had  continued,  would have had power
                   and  authority  to  indemnify  its  directors,  officers  and
                   employees  or  agents,  so that  any  person  who is or was a
                   director,  officer,  employee  or agent  of such  constituent
                   corporation,  or is or was  serving  at the  request  of such
                   constituent corporation as a director,  officer,  employee or
                   agent of another  corporation,  partnership,  joint  venture,
                   trust or other

<PAGE>

                  enterprise,  shall  stand  in the  same  position  under  this
                  section with respect to the resulting or surviving corporation
                  as such  person  would have with  respect to such  constituent
                  corporation if its separate existence had continued.

         (i)       For   purposes  of  this   section,   references   to  "other
                   enterprises" shall include employee benefit plans; references
                   to "fines"  shall  include  any excise  taxes  assessed  on a
                   person  with  respect  to  any  employee  benefit  plan;  and
                   references  to "serving  at the  request of the  corporation"
                   shall include any service as a director, officer, employee or
                   agent of the corporation which imposes duties on, or involves
                   services by, such director,  officer,  employee or agent with
                   respect to an employee  benefit  plan,  its  participants  or
                   beneficiaries;  and a person who acted in good faith and in a
                   manner such person reasonably  believed to be in the interest
                   of the participants and  beneficiaries of an employee benefit
                   plan shall be deemed to have acted in a manner  "not  opposed
                   to the best interests of the  corporation"  as referred to in
                   this section.

         (j)      The  indemnification  and advancement of expenses provided by,
                  or granted  pursuant to, this section shall,  unless otherwise
                  provided when authorized or ratified,  continue as to a person
                  who has ceased to be a  director,  officer,  employee or agent
                  and shall  inure to the  benefit of the heirs,  executors  and
                  administrators of such a person.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted  to members of the board of  directors,  officers,  employees,  or
persons  controlling  the Company  pursuant  to the  foregoing  provisions,  the
Company has been  informed  that in the opinion of the  Securities  and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore, unenforceable.


Item 7.  Exemption from Registration Claimed

     Not Applicable.

Item 8.  Exhibits

 4.1    Articles of Incorporation of the Company(1)

 4.2    Amendment to Articles of Incorporation of the Company(2)

 4.3    By-Laws of the Company(1)

 4.4    The Company's 1998 Stock Option Plan

 4.6    Opinion of Kevin Woltjen, Esq. with consent.

 4.7    Consent of Jones, Jensen CPA, P.C. independent accountants.
------------------------


Item 9.  Undertakings

     1. The undersigned  Registrant  hereby undertakes to file during any period
in which  offers or sales are being made,  a  post-effective  amendment  to this
Registration  Statement 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.

                                    - 5 -

<PAGE>

     2. The undersigned  Registrant  hereby  undertakes 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. The undersigned Registrant hereby undertakes 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.

     4. 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 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  related to the  securities
offered  therein,  and the  offering  of such  securities  at such time shall be
deemed to be the initial bona fide offering thereof.

     5. 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 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 of the Registrant
in 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.

                                - 6 -

<PAGE>

                              SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant certifies that it has reasonable grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly caused this  registration  statement on Form S-8 to be signed on its behalf
by the undersigned,  thereunto duly authorized,  in Salt Lake City, Utah, on the
date set forth below.

                                   FLEXWEIGHT CORPORATION



Dated: May 4, 1998                                By:  s/Walter Sanders
                                                  Walter Sanders, President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.


SIGNATURES                            TITLE                      DATE
------------------------   ------------------------------   ---------------


/s/ Walter Sanders               President, Director                 May 4, 1998
Walter Sanders, President


/s/Charles(Sonny)Longson         Vice-President, Director            May 4, 1998
Sonny Longson, Vice-President


/s/Richard Capri                 Secretary/Treasurer, Director       May 4, 1998
Richard Capri, Secretary/Treasurer



The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the Plan
Administrator  has duly caused the  registration  Statement  to be signed on its
behalf by the undersigned,  thereunto duly authorized, in the City of Salt Lake,
State of Utah on May 4, 1998.

                                        FLEXWEIGHT CORPORATION
                                        STOCK OPTION PLAN



                                       By: /s/Walter Sanders
                                           Walter Sanders, Plan Administrator

                                     - 7 -
<PAGE>


                               EXHIBIT INDEX



 4.4    The Company's 1998 Stock Option Plan

 4.6    Opinion of Kevin Woltjen, P.C. with consent.

 4.7    Consent of Jones, Jensen CPA, P.C. independent accountants.


                                     - 8 -

<PAGE>



                                   Exhibit 4.4

                           FLEXWEIGHT CORPORATION
                           1998 STOCK OPTION PLAN



            Adopted by the Board of Directors: May 4, 1998



     1.  Purpose.

     The  purpose  of  this  plan  (the  "Plan")  is to  secure  for  Flexweight
Corporation(the  "Company")  and its  shareholders  the  benefits  arising  from
capital stock ownership by employees or officers of, and consultants or advisors
to, the Company  corporation who have contributed to the Company in the past and
who are  expected to  contribute  to the  Company's  future  growth and success.
Except where the context  otherwise  requires,  the term "Company" shall include
the parent and all present and future  subsidiaries of the Company as defined in
Sections  424(e) and 424(f) of the Internal  Revenue Code of 1986, as amended or
replaced from time to time (the "Code").

     2. Type of Stock or Options and Administration.

          (a) Types of Stock or Options.  The shares of Common  Stock issued for
services  rendered or the stock  options  granted  pursuant to the Plan shall be
authorized by action of the Board of Directors of the Company (the "Board"),  or
a Committee (the  "Committee")  designated by the Board of Directors.  The stock
options are non-statutory  options and are not intended to meet the requirements
of Section 422 of the Code.

          (b) Administration.  The Plan will be administered by the Board, whose
construction and interpretation of the terms and provisions of the Plan shall be
final  and  conclusive.  The  Board  may,  to the full  extent  permitted  by or
consistent with applicable laws or regulations  (including,  without limitation,
applicable state laws and Rule 16b-3 promulgated  under the Securities  Exchange
Act of 1934  (the  "Exchange  Act"),  or any  successor  rule  ("Rule  16b-3")),
delegate any or all of its powers under the Plan to a Committee appointed by the
Board,  and if the  Committee is so appointed  all  references to the "Board" in
this Plan  shall mean and  relate to such  Committee.  The Board may in its sole
discretion authorize the issuance of Common Stock for services rendered,  or may
grant options to purchase shares of the Company's  Common Stock ("Common Stock")
and issue shares upon  exercise of such options as provided in the Plan;  or the
Board may delegate the power to issue shares or grant options to the  Committee.
The Board shall have authority,  subject to the express  provisions of the Plan,
to construe the respective stock issuance agreements,  the option agreements and
the Plan, to prescribe,  amend and rescind rules and regulations relating to the
Plan, to determine the terms and  provisions of the  respective  stock  issuance
agreements or option  agreements,  which need not be identical,  and to make all
other determinations in the judgment of the Board necessary or

<PAGE>

desirable for the  administration  of the Plan. The Board may correct any defect
or supply any  omission or  reconcile  any  inconsistency  in the Plan or in any
stock issuance  agreement or option agreement in the manner and to the extent it
shall deem  expedient to carry the Plan into effect and it shall be the sole and
final  judge of such  expediency.  No  director  or person  acting  pursuant  to
authority delegated by the Board or the Committee shall be liable for any action
or determination under the Plan made in good faith.

          (c)  Applicability  of Rule 16b-3.  Those provisions of the Plan which
make  express  reference  to Rule 16b-3 shall apply only to such  persons as are
required to file reports  under  Section 16(a) of the Exchange Act (a "Reporting
Person").

     3.  Eligibility

          (a) General. Options may be granted to persons who are, at the time of
issuance or grant,  employees or officers of, or consultants or advisors to, the
Company;  and Common Stock or Options may be issued to  consultants  or advisors
who have  rendered (in the case of stock  issuances)  or are  rendering  and are
expected to continue to render (in the case of Options)  consulting  or advisory
services,   including  Professional  advisory  services,  to  the  Company,  not
involving a capital raising transaction.


          (b) Grant of Options to Officers.  The selection of an officer (as the
term  "officer"  is defined for purposes of Rule 16b-3) as a recipient of either
stock or an option,  the timing of the stock  issuance or the option grant,  the
exercise price of the option and the number of shares subject to the issuance or
the option shall be determined  either (i) by the Board,  or (ii) by two or more
directors  having full  authority to act in the matter,  each of whom shall be a
"disinterested person". For the purposes of the Plan, a director shall be deemed
to be a "disinterested person" only if such person qualifies as a "disinterested
person" within the meaning of Rule 16b- 3, as such term is interpreted from time
to time.

          (c)  Issuance of Stock.  Stock may be issued only to eligible  persons
for (i) services  (as defined in Section  3(a) above)  which have been  rendered
(including  incidental  expenses  incurred in  connection  with the rendering of
services) to the Company,  or (ii) upon the exercise of previously granted stock
options.

     4.  Stock Subject to Plan.

     Subject to adjustment as provided in Section 14 below,  the maximum  number
of shares of Common Stock of the Company  which may be issued and sold under the
Plan,  including shares issuable  pursuant to the exercise of stock options,  is
700,000  shares.  If an option  granted under the Plan shall expire or terminate
for any reason without having been  exercised in full,  the  unpurchased  shares
subject to such option shall again be available for subsequent  option grants or
stock issuances under the Plan.

                                     - 2 -

<PAGE>


     5. Forms of Stock Issuance Agreements and Option Agreements.

     As a condition to the issuance of Stock or the grant of an option under the
Plan,  each  recipient  of either  stock or an option  shall  execute  either an
employee or advisor  compensation  agreement or an option agreement in such form
not inconsistent  with the Plan as may be approved by the Board. Such agreements
may differ among recipients.

     6.  Purchase Price.

          (a) General. The stock issuance price and the purchase price per share
of stock  deliverable  upon the exercise of an option shall be determined by the
Board.


          (b)  Payment of Purchase  Price.  Options  granted  under the Plan may
provide for the payment of the exercise  price by delivery of cash or a check to
the  order of the  Company  in an  amount  equal to the  exercise  price of such
options,  or, to the extent provided in the applicable option agreement,  (i) by
delivery to the Company of shares of Common Stock of the Company  already  owned
and held by the  optionee  for at least  twelve  months and having a fair market
value equal in amount to the exercise price of the options being exercised, (ii)
by any other means which the Board determines are consistent with the purpose of
the  Plan  and  with  applicable  laws  and  regulations   (including,   without
limitation,  the  provisions of Rule 16b-3 and  Regulation T promulgated  by the
Federal Reserve Board), or (iii) by any combination of such methods of payments.
The fair  market  value of any  shares of the  Company's  Common  Stock or other
non-cash  consideration which may be delivered upon exercise of any option shall
be determined by the Board.

     7.  Option Period.

     Each option and all rights thereunder shall expire on such date as shall be
set forth in the applicable  option  agreement,  and options shall be subject to
earlier termination as provided in the Plan.

     8.  Exercise of Options.

     Each option granted under the Plan shall be  exercisable  either in full or
in  installments  at such time or times and during  such  period as shall be set
forth in the agreement evidencing such option,  subject to the provisions of the
Plan.

     9.  Nontransferability of Options.

     All options granted to Reporting Persons shall not be assignable or

                                     - 3 -

<PAGE>

transferable  by the person to whom they are granted,  either  voluntarily or by
operation of law, except by will or the laws of descent and  distribution,  and,
during the life of the  optionee,  shall be  exercisable  only by the  optionee;
provided,  however,  that  options  may be  transferred  pursuant to a qualified
domestic relations order (as defined in Rule 16b-3).

     10. Effect of Termination of Employment or Other Relationship.

          (a) Options.  Subject to the  provisions of the Plan,  the Board shall
determine  the period of time during which an optionee or his/her  valid assigns
may  exercise  an  option  following  (i)  the  termination  of  the  optionee's
employment  or  other  relationship  with  the  Company  or (ii)  the  death  or
disability of the optionee, but such period shall in no event be less than three
months. Such periods shall be set forth in the agreement evidencing such option.

          (b)  Stock.  Shares of stock that are  issued  for  services  rendered
pursuant to this Plan may not be canceled by the Company; provided that when the
shares are issued, the recipient of the shares shall acknowledge having received
full payment for the services  previously  rendered and shall waive any right to
additional or different payment by the Company for such services.

     11.  Additional Provisions.

          (a)  Additional  Option  Provisions.   The  Board  may,  in  its  sole
discretion,  include additional provisions in option agreements covering options
granted under the Plan, including without limitations  restrictions on transfer,
repurchase  rights,  commitments  to pay cash bonuses,  to make,  arrange for or
guaranty  loans or to transfer  other  property to  optionees  upon  exercise of
options,  or such provisions as shall be determined by the Board;  provided that
such  additional  provisions  shall not be  inconsistent  with any other term or
condition of the Plan.

          (b)  Acceleration,   Extension,  Etc.  The  Board  may,  in  its  sole
discretion,  (i)  accelerate  the date or dates on which  all or any  particular
option or options  granted  under the Plan may be  exercised  or (ii) extend the
dates during which all, or any  particular,  option or options granted under the
Plan  may be  exercised;  provided,  however,  that no such  extension  shall be
permitted if it would cause the Plan to fail to comply with Rule 16b-3.

     12.  General Restrictions.

     The shares issued pursuant to this Plan and each option shall be subject to
the  requirement  that if, at any time,  counsel to the Company shall  determine
that the listing,  registration or  qualification  of the shares,  including the
shares subject to such option, upon any

                                     - 4 -

<PAGE>


securities  exchange  or under any state or federal  law, or that the consent or
approval of any  governmental  or  regulatory  body,  or that the  disclosure of
non-public  information or the  satisfaction of any other condition is necessary
as a condition  of, or in  connection  with,  the issuance or purchase of shares
thereunder,  such shares may not be issued or such option may not be  exercised,
in whole or in part, unless such listing, registration,  qualification,  consent
or approval,  or  satisfaction  of such  condition  shall have been  effected or
obtained on conditions acceptable to the Board.

     13. Rights as a Shareholder.

     The holder of an option shall have no rights as a shareholder  with respect
to any shares covered by the option (including,  without limitation,  any rights
to receive  dividends  or non-cash  distributions  with  respect to such shares)
until the date of issue of a stock certificate to him or her for such shares. No
adjustment shall be made for dividends or other rights for which the record date
is prior to the date such stock certificate is issued.

     14. Adjustment Provisions for Recapitalizations and Related Transactions.

          (a) General. If, through or as a result of any merger,  consolidation,
sale of all or substantially  all of the assets of the Company,  reorganization,
recapitalization,  reclassification,  stock dividend, stock split, reverse stock
split or other similar  transaction,  (i) the outstanding shares of Common Stock
are increased,  decreased or exchanged for a different  number or kind of shares
or  other  securities  of the  Company,  or  (ii)  additional  shares  or new or
different  shares or other  securities,  of the Company or other non-cash assets
are distributed with respect to such shares of Common Stock or other securities,
an  appropriate  and  proportionate  adjustment  may be made in (x) the  maximum
number and kind of shares  reserved for issuance  under the Plan, (y) the number
and kind of shares or other securities  subject to any then outstanding  options
under the Plan, and (z) the price for each share subject to any then outstanding
options  under the Plan,  without  changing the aggregate  purchase  price as to
which  such  options  remain  exercisable.  Notwithstanding  the  foregoing,  no
adjustment  shall be made pursuant to this Section 14 if such  adjustment  would
cause the Plan to fail to comply with Rule 16b-3.

          (b)  Board Authority to Make Adjustments.

Any  adjustments  under  this  Section  14  will be  made  by the  Board,  whose
determination  as to what  adjustments,  if any,  will  be made  and the  extent
thereof will be final,  binding and  conclusive.  No  fractional  shares will be
issued under the Plan on account of any such adjustments.

                                     - 5 -

<PAGE>


     15.  Merger, Consolidation, Asset Sale, Liquidation, Etc.

          (a) General.  In the event of a consolidation or merger or sale of all
or substantially all of the assets of the Company in which outstanding shares of
Common Stock are exchanged for  securities,  cash or other property of any other
corporation or business entity, or in the event of a liquidation of the Company,
the Board, or the board of directors of any corporation assuming the obligations
of the Company,  may, in its  discretion,  take any one or more of the following
actions,  as to  outstanding  options:  (i) provide that such  options  shall be
assumed,  or  equivalent  options  shall be  substituted,  by the  acquiring  or
succeeding  corporation (or affiliate thereof),  (ii) upon written notice to the
optionees, provide that all unexercised options will terminate immediately prior
to the consummation of such transactions unless exercised by the optionee within
a specified  period  following the date of such notice,  (iii) in the event of a
merger under the terms of which  holders of the Common Stock of the Company will
receive upon  consummation  thereof a cash payment for each share surrendered in
the  merger  (  "Merger  Price"),  make or  provide  for a cash  payment  to the
optionees equal to the difference  between (A) the Merger Price times the number
of shares of Common  Stock  subject to such  outstanding  options (to the extent
then  exercisable  at  prices  not in excess of the  Merger  Price)  and (B) the
aggregate  exercise  price of all such  outstanding  options in exchange for the
termination  of such  options,  and (iv)  provide  that  all or any  outstanding
options shall become exercisable in full immediately prior to such event.

          (b) Substitute Stock or Options.  The Company may issue stock or grant
options  under the Plan in  substitution  for stock or options held by employees
of, or consultants or advisors to, another  corporation who become  employees of
or consultants or advisors to the Company or a subsidiary of the Company, as the
result  of a merger  or  consolidation  of the  employing  corporation  with the
Company or a subsidiary of the Company, or as a result of the acquisition by the
Company,  or one of its  subsidiaries,  of  property  or stock of the  employing
corporation.  The Company may direct that substitute  stock be issued or options
be granted on such terms and  conditions as the Board  considers  appropriate in
the circumstances.

     16.  No Special Employment Rights.

     Nothing  contained  in the Plan or in any stock  issuance  or option  shall
confer upon any recipient or optionee any right with respect to the continuation
of his or her  employment  by the Company or interfere in any way with the right
of the  Company at any time to  terminate  such  employment  or to  increase  or
decrease the compensation of the recipient or optionee.

     17. Amendment of the Plan.

          (a) The Board may at any time, and from time to time,  modify or amend
the Plan in any respect, except that if at any time the approval of the

                                     - 6 -

<PAGE>

shareholders of the Company is required under any law or rule, the Board may not
effect such modification or amendment without such approval.

          (b) The termination or any modification or amendment of the Plan shall
not,  without the consent of a recipient of stock or an optionee,  affect his or
her rights under stock or an option  previously issued or granted to him or her.
With the  consent of the  recipient  or optionee  affected,  the Board may amend
outstanding  stock agreements or option  agreements in a manner not inconsistent
with the Plan.  The Board  shall have the right to amend or modify the terms and
provisions  of the Plan and of any  outstanding  stock or option  to the  extent
necessary to ensure the qualifications of the Plan under Rule 16b-3.

     18.  Withholding.

          (a) The Company  shall have the right to deduct  from  payments of any
kind  otherwise  due to the  recipient or optionee  any federal,  state or local
taxes of any kind  required  by law to be  withheld  with  respect to any shares
issued or issuable upon exercise of options under the Plan. Subject to the prior
approval  of the  Company,  which may be  withheld  by the  Company  in its sole
discretion, the recipient or optionee may elect to satisfy such obligations,  in
whole or in part, (i) by causing the Company to withhold  shares of Common Stock
otherwise  issued or issuable  pursuant to the  exercise of an option or (ii) by
delivering to the Company  shares of Common Stock already owned by the recipient
or the  optionee.  The shares so delivered or withheld  shall have a fair market
value equal to such withholding obligations. The fair market value of the shares
used to satisfy such  withholding  obligation shall be determined by the Company
as of the date that the  amount of tax to be  withheld  is to be  determined.  A
recipient  or optionee who has made an election  pursuant to this Section  18(a)
may only satisfy his or her  withholding  obligation with shares of Common Stock
which are not  subject to any  repurchase,  forfeiture,  unfulfilled  vesting or
other similar requirements.

          (b) Notwithstanding the foregoing,  in the case of a Reporting Person,
no  election  to use  shares  for the  payment  of  withholding  taxes  shall be
effective  unless made in compliance  with any applicable  requirements  of Rule
16b-3.

     19. Cancellation and New Grant of Options, Etc.

     The Board shall have the authority to effect,  at any time and from time to
time, with the consent of the affected optionees, (i) the cancellation of any or
all outstanding options under the Plan and the grant in substitution  thereof of
new options under the Plan  covering the same or different  numbers of shares of
Common Stock and having an option exercise price per share which may be lower or
higher than the  exercise  price per share of the  canceled  options or (ii) the
amendment  of the  terms of any and all  outstanding  options  under the Plan to
provide  an option  exercise  price per share  which is higher or lower than the
then-current exercise price per share of such outstanding options.

                                     - 7 -

<PAGE>

     20. Effective Date and Duration of the Plan.

          (a) Effective  Date.  The Plan shall become  effective when adopted by
the Board.  Amendments  to the Plan shall become  effective  when adopted by the
Board.  Shares may be issued and  options  may be granted  under the Plan at any
time after the effective date and before the date fixed as the termination  date
of the Plan.

          (b) Termination. Unless sooner expressly terminated in accordance with
the provisions of the Plan, the Plan shall terminate upon the earlier of (i) the
close of business on the day next preceding the tenth anniversary of the date of
its adoption by the Board,  or (ii) the date on which all shares  available  for
issuance  under the Plan shall have been  issued  pursuant  to the  issuance  of
shares or the exercise or cancellation of options granted under the Plan. Unless
sooner  expressly  terminated in accordance with the provisions of the Plan, the
Plan shall  terminate  with  respect to  options on the date  specified  in (ii)
above,  then options  outstanding  on such date shall continue to have force and
effect in accordance  with the  provisions of the  instruments  evidencing  such
options.

     21.  Provision for Foreign Participants.

     The Board of  Directors,  may,  without  amending  the Plan,  modify  stock
issuances  or options  granted to  participants  who are  foreign  nationals  or
employed  outside the United  States to recognize  differences  in laws,  rules,
regulations  or  customs  of such  foreign  jurisdiction  with  respect  to tax,
securities, currency, employee benefit or other matters.

     22. Registration of Shares and Options.

     In the  Board's  discretion,  the Board may agree  with  respect to certain
shares and  options  issued  under the Plan,  to prepare  and file  Registration
Statements  on Form S-8,  which  Registration  Statements  may  include  reoffer
prospectuses  as that term is defined in Form S-8, to register  and  continue to
keep effectively  registered for resale the shares issued as compensation  under
the Plan and the shares of Common  Stock  issued  upon the  exercise  of options
granted under the Plan.


                        Adopted by the Board of Directors
                                   May 4, 1998


                                     - 8 -
<PAGE>

                                   Exhibit 4.6

                                KEVIN S. WOLTJEN
                                 ATTORNEY AT LAW
                           (ADMITTED IN ILLINOIS ONLY)
                         900 Jackson Street - Suite 600
                                Dallas, TX 75202
                             Telephone: 214-712-5673
                             Facsimile: 214-712-5674


May 12, 1998

Board of Directors
Flexweight Corporation
2133 East 9400 South - Suite 151 Sandy, UT 84093

To the Board of Directors of Flexweight Corporation:

Flexweight Corporation, a Kansas corporation (the "Company"), has informed me of
its intention to file with the Securities and Exchange Commission ("SEC"), on or
about May 12, 1998, a  registration  statement on Form S-8 under the  Securities
Act of 1933, as amended ("Registration  Statement"),  concerning the issuance of
700,000  shares (the  "Shares") of the Company's  common stock,  par value $0.10
("Common  Stock"),  pursuant  to an  employee  benefit  plan  (the  "Plan").  In
connection with the filing of the Registration Statement,  you have requested my
opinion regarding the validity of the issuance of such Shares.

This opinion letter (this "Opinion") us governed by, and shall be interpreted in
accordance  with the Legal Opinion  Accord (the  "Accord") of the ABA Section of
Business  Law  (1991).  As  a  consequence,   it  is  subject  to  a  number  of
qualifications,  limitations,  all as more particularly described in the Accord,
and this Opinion should be read in conjunction therewith.

You have  represented  to m that the Company is current in its filings  with the
SEC, that the Company's  board of directors has  authorized the filing of a Form
S-8 and that the  quantity of shares to be included in the Form S-8 is available
for issuance  based on the  quantity  authorized  for issuance in the  Company's
Articles  of  Incorporation  and on the  amount of shares  actually  issued  and
outstanding.  Based on these representations and to the best of my knowledge,  I
am of the opinion that the Form s-8 is an available for of registration and that
the Shares issuable  pursuant to the Plan have been duly and validly  authorized
and, upon payment  therefor in accordance with the Plan, will be validly issued,
fully paid and  nonassessable  by the Company.  This Opinion is conditioned upon
the above requirements being met.

The opinion set forth above is predicated upon and limited to the correctness of
the  assumptions  set forth herein and in the Accord,  and is further subject to
qualifications, exceptions, and limitations set forth below:

         A.       I  expressly  except  from the  opinion  set forth  herein any
                  opinion or  position  as to whether or to what extent a Kansas
                  court or any other court would apply Kansas law, or the law of
                  any other state or jurisdiction,  to any particular  aspect of
                  the facts, circumstances and transactions that are the subject
                  of the opinion herein contained.
         B.       In expressing the opinion set forth herein, I have assumed the
                  authenticity  and  completeness  of all  corporate  documents,
                  records and instruments provided to me by the /Company and its
                  representatives. I have assumed the accuracy of all statements
                  of fact contained therein. I have assumed that the information
                  provided  to me by the  Company is correct  and that there are
                  shares  available  to be issued  pursuant to the Plan.  I have
                  further

<PAGE>

                  assumed  the  genuineness  of  signatures   (both  manual  and
                  conformed),   the  authenticity  of  documents   submitted  as
                  originals,  the conformity to originals of all copies or faxed
                  copies  and  the  correctness  of al  such  documents.
         C.       In rendering the opinion that the shares of Common Stock to be
                  registered pursuant to Form S-8 and issued under the Plan will
                  be validly  issued,  fully paid and  nonassessable,  I assumed
                  that: (1) the Company's  board of directors has exercised good
                  faith in establishing  the value paid for the Shares;  (2) all
                  issuances and cancellation of the capital stock of the Company
                  will be fully and accurately  reflected in the Company's Stock
                  Records as provided by the Company's  transfer agent;  and (3)
                  the  consideration,  as determined  by the Company's  Board of
                  Directors,  to be received in  exchange  for each  issuance of
                  common  stock of the  Company  will have been paid in full and
                  actually  received by the Company when the Shares are actually
                  issued.
         D.       I  expressly  except  from the  opinion  set forth  herein any
                  opinion  concerning the need for compliance by any party,  and
                  in  particular  by the  Company,  with the  provisions  of the
                  securities  laws,  regulations,  and/or  rules  of the  United
                  States  of   America,   the  State  of  Kansas  or  any  other
                  jurisdiction  with  regard  to any other  issue not  expressly
                  addressed  herein,  which  exclusion  shall apply,  but not be
                  limited  to,  the  subsequent  tradeability  of the  Shares on
                  either state or Federal level.
         E.       In rendering  the opinion that Form S-8 is  available,  I have
                  assumed that the Company is satisfying the various substantive
                  requirements of Form S-8 and I expressly  disclaim any opinion
                  regarding the  Company's  compliance  with such  requirements,
                  whether they be of federal or state origin.
         F.       The  opinion  contained  in this  letter is rendered as of the
                  date hereof,  and I undertake no and disclaim any,  obligation
                  to advise you of any changes in or any new developments  which
                  might affect any matters or opinions set forth herein.

     This  Opinion may be relied upon by you only in  connection  with filing of
the  Registration  Statement  and may not be used or  relied  upon by you or any
other person for any purpose whatsoever,  except to the extent authorized in the
Accord, without in each instance my prior written consent. In the event that any
of the facts are different  from those which have been  furnished to me and upon
which I have relied, the conclusions as set forth above cannot be relied upon.

     I  hereby  consent  to  the  use  of  this  Opinion  as an  exhibit  to the
Registration Statement.

     Sincerely,

     /s/Kevin S. Woltjen

     Kevin S. Woltjen



<PAGE>


                                   Exhibit 4.7

 Jones, Jensen, CPA, P.C.
Telephone (801) 328-4408                         50 South Main Street Suite 1450
                           Salt Lake City, Utah 84144


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


I hereby consent to the incorporation by reference in the Registration Statement
on Form S-8 of my report dated May 4,1998,  relating to the financial statements
of Flexweight Corporation as of August 31, 1998.


    /s/Jones, Jensen, CPA, P.C.

By:  Jones, Jensen, CPA, P.C.

May 4, 1998
Salt Lake City, Utah
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 55028}]
{"company-data": {"conformed-name": "FLEXWEIGHT CORP", "cik": "0000316128", "assigned-sic": "6770", "irs-number": "480680109", "state-of-incorporation": "KS", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52961", "film-number": "98627582"}, "business-address": {"street1": "2133 E 9400 S", "street2": "SUITE 151", "city": "SANDY", "state": "UT", "zip": "84093", "phone": "8019440701"}, "mail-address": {"street1": "2133 E 9400 SOUTH", "street2": "SUITE 151", "city": "SANDY", "state": "UT", "zip": "84093"}}
As filed with the Securities and Excange Commission on May 18, 1998.
File No._____________                             Commission file number: 0-9476

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             FLEXWEIGHT CORPORATION
                 (Name of Small Business Issuer in Its Charter)

          Kansas                                       48-0680109
(State or Other Jurisdiction of                   (I.R.S. Employer
Incorporation or Organization)                    Identification No.)

                  FLEXWEIGHT CORPORATION 1998 STOCK OPTION PLAN
                              (Full Title of Plan)

                  2133 East 9400 South, #151 Sandy, Utah 84093
                     (Name and Address of Agent for Service)

                                 (801) 944-0701
          (Telephone number including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
Proposed     Proposed
                                        Maximum      Maximum
Title of                                Offering    Aggregate    Amount of
Securities               Amount to be   Price Per    Offering   Registration
to be Registered          Registered     Share(1)    Price(1)       Fee
-----------------------  ------------   ---------   ----------  ------------
Common Stock, $.10 p.v.    700,000      $ 5.625     $3,937,500      $1161.56

                                          Total     $3,937,500      $1161.56

(1) Bona Fide  estimate of maximum  offering  price solely for  calculating  the
registration  fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933,
based on the average bid and asked price of the registrant's  common stock as of
May 1, 1998,  a date  within five  business  days prior to the date of filing of
this registration statement.
In addition,  pursuant to Rule 416(c)  promulgated under the Securities Act
of 1933, this Registration Statement covers an indeterminate amount of interests
to be offered or sold pursuant to the Flexweight  Corporation  1998 Stock Option
Plan described herein.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The Registrant is subject to the information requirements of the Securities
Exchange  Act of 1934 and,  in  accordance  therewith,  files  reports  with the
Securities and Exchange  Commission  (the  "Commission").  The documents  listed
below are hereby  incorporated  by reference in this  Registration  Statement on
Form S-8; and all documents  subsequently  filed by the  Registrant  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated  herein by reference in this  Registration  Statement on Form
S-8, and shall be a part hereof from the date of the filing of such documents.

     (a)   The Registrant's Form 10-K/A, filed on January 28, 1998; and

     (b)   All other reports filed by the  Registrant  pursuant to Section 13(a)
           or 15(d) of the Exchange Act since December 31, 1996; and

     (c)   The  description  of the  Common  Stock  which  is  contained  in the
           registration  statement  filed under the Exchange Act,  including any
           amendment  or  report   filed  for  the  purpose  of  updating   such
           description.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities and Exchange Act of 1934 after the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered by this  Registration  Statement have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  herein be reference  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  herein by  reference  modified  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.  Description of Securities

     The common  stock of the  Company  is  registered  under  Section 12 of the
Securities and Exchange Act of 1934, as amended.

                                    - 2 -
Item 5.  Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

The Company's  Bylaws provides that the Company shall indemnify its officers and
directors for any liability,  including reasonable costs of defense, arising out
of certain circumstances.

         When a person is sued or prosecuted in a criminal action,  either alone
or with others,  because he is or was a director or officer of the  corporation,
or of another  corporation  serving at the request of this  corporation,  in any
proceeding  arising  out  of  his  alleged  misfeasance  or  nonfeasance  in the
performance  of his  duties  on out of any  alleged  wrongful  act  against  the
corporation or by the  corporation,  he shall be indemnified  for his reasonable
expenses,  including attorneys' fees incurred in the defense of the proceedings,
if both of the following conditions exist:

         (a)      The  person  sued is  successful  in whole or in part,  or the
                  proceeding  against  him is settled  with the  approval of the
                  court.
         (b) The court finds that his conduct  fairly and equitably  merits such
indemnity.

         The  amount  of  such  indemnity  which  may be  assessed  against  the
corporation,  its  receiver,  or its  trustee,  by the court in the same or in a
separate proceeding shall be so much of the expenses,  including attorneys' fees
incurred in the defense of the proceedings, as the court determines and finds to
be reasonable.  Application  for such indemnity may be made either by the person
sued or by the attorney or other person rendering  services to him in connection
with the  defense,  and the court may  order  the fees and  expenses  to be paid
directly  to the  attorney  or other  person,  although he is not a party to the
proceeding.  Notice of the  application  for such indemnity shall be served upon
the corporation,  its receiver, or its trustee, and upon the plaintiff and other
parties to the  proceeding.  The court may order  notice to be given also to the
stockholders  in the manner provided in Article II, Section 2, for giving notice
of stockholders meetings, in such form as the court directs.

According to the Kansas  Statutes  Chapter 17, Article 63 (Statute  17-6305) the
Corporation has the power to indemnify officers, directors, employees and agents
of the Corporation under certain circumstances. Below is the statute in full:

         (a)       A  corporation  shall have power to indemnify  any person who
                   was or is a party,  or is threatened  to be made a party,  to
                   any  threatened,   pending  or  completed  action,   suit  or
                   proceeding,   whether  civil,  criminal,   administrative  or
                   investigative, other than an action by or in the right of the
                   corporation, by reason of the fact that such person is or was
                   a director, officer, employee or agent of the corporation, or
                   is or was  serving  at the  request of the  corporation  as a
                   director,  officer, employee or agent of another corporation,
                   partnership,   joint  venture,  trust  or  other  enterprise,
                   against  expenses,  judgments,  fines  and  amounts  paid  in
                   settlement actually and reasonably incurred by such person in
                   connection  with such action,  suit or proceeding,  including
                   attorney  fees,  if such person  acted in good faith and in a
                   manner  such  person  reasonably  believed  to be  in or  not
                   opposed to the best interests of the  corporation;  and, with
                   respect  to  any  criminal  action  or  proceeding,   had  no
                   reasonable   cause  to  believe  such  person's  conduct  was
                   unlawful.  The termination of any action,  suit or proceeding
                   by judgment, order, settlement, conviction, or upon a plea of
                   nolo  contendere  or its  equivalent,  shall not,  of itself,
                   create  a  presumption  that the  person  did not act in good
                   faith and in a manner which such person  reasonably  believed
                   to be in  or  not  opposed  to  the  best  interests  of  the
                   corporation,  and,  with  respect to any  criminal  action or
                   proceeding,   had  reasonable  cause  to  believe  that  such
                   person's conduct was unlawful.

         (b)      A corporation shall have power to indemnify any person who was
                  or is a party,  or is  threatened  to be made a party,  to any
                  threatened,  pending or completed  action or suit by or in the
                  right of the corporation to procure a judgment in its favor by
                  reason  of the fact that  such  person  is or was a  director,
                  officer,  employee or agent of the  corporation,  or is or was
                  serving at the request of the corporation as a
director,  officer,  employee or agent of another corporation,
                  partnership,  joint venture, trust or other enterprise against
                  expenses  actually and  reasonably  incurred by such person in
                  connection  with the defense or  settlement  of such action or
                  suit,  including  attorney  fees, if such person acted in good
                  faith and in a manner such person reasonably believed to be in
                  or not opposed to the best  interests of the  corporation  and
                  except that no indemnification shall be made in respect of any
                  claim, issue or matter as to which such person shall have been
                  adjudged  to be liable to the  corporation  unless and only to
                  the  extent  that the court in which  such  action or suit was
                  brought shall  determine upon  application  that,  despite the
                  adjudication of liability but in view of all the circumstances
                  of the case, such person is fairly and reasonably  entitled to
                  indemnity for such expenses which the court shall deem proper.

         (c)      To the extent that a director, officer, employee or agent of a
                  corporation  has been successful on the merits or otherwise in
                  defense  of any  action,  suit or  proceeding  referred  to in
                  subsections (a) and (b), or in defense of any claim,  issue or
                  matter  therein,  such  director,  officer,  employee or agent
                  shall be indemnified  against expenses actually and reasonably
                  incurred by such  person in  connection  therewith,  including
                  attorney fees.

         (d)       Any  indemnification  under  subsections  (a) and (b), unless
                   ordered by a court,  shall be made by the corporation only as
                   authorized  in the specific  case upon a  determination  that
                   indemnification of the director,  officer,  employee or agent
                   is  proper  in  the  circumstances   because  such  director,
                   officer, employee or agent has met the applicable standard of
                   conduct  set  forth  in   subsections   (a)  and  (b).   Such
                   determination  shall be made (1) by the board of directors by
                   a majority vote of a quorum  consisting of directors who were
                   not parties to such  action,  suit or  proceeding,  or (2) if
                   such a quorum is not  obtainable,  or even if  obtainable,  a
                   quorum of disinterested  directors so directs, by independent
                   legal   counsel  in  a  written   opinion,   or  (3)  by  the
                   stockholders.

         (e)       Expenses  incurred  by a director  or officer in  defending a
                   civil or criminal  action,  suit or proceeding may be paid by
                   the  corporation in advance of the final  disposition of such
                   action,  suit or proceeding upon receipt of an undertaking by
                   or on behalf of the  director or officer to repay such amount
                   if it is ultimately  determined  that the director or officer
                   is not  entitled  to be  indemnified  by the  corporation  as
                   authorized in this section.  Such expenses  incurred by other
                   employees  and  agents  may be so paid  upon  such  terms and
                   conditions,   if  any,  as  the  board  of  directors   deems
                   appropriate.

         (f)      The  indemnification  and advancement of expenses provided by,
                  or granted pursuant to, the other  subsections of this section
                  shall not be  deemed  exclusive  of any other  rights to which
                  those seeking  indemnification  or advancement of expenses may
                  be entitled under any bylaw,  agreement,  vote of stockholders
                  or disinterested directors or otherwise,  both as to action in
                  a  person's  official  capacity  and as to action  in  another
                  capacity while holding such office.

         (g)       A  corporation  shall have  power to  purchase  and  maintain
                   insurance  on behalf of any person who is or was a  director,
                   officer,  employee or agent of the corporation,  or is or was
                   serving at the  request  of the  corporation  as a  director,
                   officer,   employee   or   agent  of   another   corporation,
                   partnership, joint venture, trust or other enterprise against
                   any  liability  asserted  against such person and incurred by
                   such  person in any such  capacity,  or  arising  out of such
                   person's status as such, whether or not the corporation would
                   have  the  power  to  indemnify   such  person  against  such
                   liability  under  the  provisions  of this  section . (h) For
                   purposes of this  section,  references  to "the  corporation"
                   shall include, in addition to the resulting corporation,  any
                   constituent  corporation  (including  any  constituent  of  a
                   constituent)  absorbed in a consolidation or merger which, if
                   its separate  existence had  continued,  would have had power
                   and  authority  to  indemnify  its  directors,  officers  and
                   employees  or  agents,  so that  any  person  who is or was a
                   director,  officer,  employee  or agent  of such  constituent
                   corporation,  or is or was  serving  at the  request  of such
                   constituent corporation as a director,  officer,  employee or
                   agent of another  corporation,  partnership,  joint  venture,
                   trust or other
enterprise,  shall  stand  in the  same  position  under  this
                  section with respect to the resulting or surviving corporation
                  as such  person  would have with  respect to such  constituent
                  corporation if its separate existence had continued.

         (i)       For   purposes  of  this   section,   references   to  "other
                   enterprises" shall include employee benefit plans; references
                   to "fines"  shall  include  any excise  taxes  assessed  on a
                   person  with  respect  to  any  employee  benefit  plan;  and
                   references  to "serving  at the  request of the  corporation"
                   shall include any service as a director, officer, employee or
                   agent of the corporation which imposes duties on, or involves
                   services by, such director,  officer,  employee or agent with
                   respect to an employee  benefit  plan,  its  participants  or
                   beneficiaries;  and a person who acted in good faith and in a
                   manner such person reasonably  believed to be in the interest
                   of the participants and  beneficiaries of an employee benefit
                   plan shall be deemed to have acted in a manner  "not  opposed
                   to the best interests of the  corporation"  as referred to in
                   this section.

         (j)      The  indemnification  and advancement of expenses provided by,
                  or granted  pursuant to, this section shall,  unless otherwise
                  provided when authorized or ratified,  continue as to a person
                  who has ceased to be a  director,  officer,  employee or agent
                  and shall  inure to the  benefit of the heirs,  executors  and
                  administrators of such a person.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted  to members of the board of  directors,  officers,  employees,  or
persons  controlling  the Company  pursuant  to the  foregoing  provisions,  the
Company has been  informed  that in the opinion of the  Securities  and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed

     Not Applicable.

Item 8.  Exhibits

 4.1    Articles of Incorporation of the Company(1)

 4.2    Amendment to Articles of Incorporation of the Company(2)

 4.3    By-Laws of the Company(1)

 4.4    The Company's 1998 Stock Option Plan

 4.6    Opinion of Kevin Woltjen, Esq. with consent.

 4.7    Consent of Jones, Jensen CPA, P.C. independent accountants.
------------------------

Item 9.  Undertakings

     1. The undersigned  Registrant  hereby undertakes to file during any period
in which  offers or sales are being made,  a  post-effective  amendment  to this
Registration  Statement 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.

                                    - 5 -
2. The undersigned  Registrant  hereby  undertakes 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. The undersigned Registrant hereby undertakes 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.

     4. 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 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  related to the  securities
offered  therein,  and the  offering  of such  securities  at such time shall be
deemed to be the initial bona fide offering thereof.

     5. 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 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 of the Registrant
in 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.

                                - 6 -
SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant certifies that it has reasonable grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly caused this  registration  statement on Form S-8 to be signed on its behalf
by the undersigned,  thereunto duly authorized,  in Salt Lake City, Utah, on the
date set forth below.

                                   FLEXWEIGHT CORPORATION

Dated: May 4, 1998                                By:  s/Walter Sanders
                                                  Walter Sanders, President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.

SIGNATURES                            TITLE                      DATE
------------------------   ------------------------------   ---------------

/s/ Walter Sanders               President, Director                 May 4, 1998
Walter Sanders, President

/s/Charles(Sonny)Longson         Vice-President, Director            May 4, 1998
Sonny Longson, Vice-President

/s/Richard Capri                 Secretary/Treasurer, Director       May 4, 1998
Richard Capri, Secretary/Treasurer

The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the Plan
Administrator  has duly caused the  registration  Statement  to be signed on its
behalf by the undersigned,  thereunto duly authorized, in the City of Salt Lake,
State of Utah on May 4, 1998.

                                        FLEXWEIGHT CORPORATION
                                        STOCK OPTION PLAN

                                       By: /s/Walter Sanders
                                           Walter Sanders, Plan Administrator

                                     - 7 -
EXHIBIT INDEX

 4.4    The Company's 1998 Stock Option Plan

 4.6    Opinion of Kevin Woltjen, P.C. with consent.

 4.7    Consent of Jones, Jensen CPA, P.C. independent accountants.

                                     - 8 -
Exhibit 4.4

                           FLEXWEIGHT CORPORATION
                           1998 STOCK OPTION PLAN

            Adopted by the Board of Directors: May 4, 1998

     1.  Purpose.

     The  purpose  of  this  plan  (the  "Plan")  is to  secure  for  Flexweight
Corporation(the  "Company")  and its  shareholders  the  benefits  arising  from
capital stock ownership by employees or officers of, and consultants or advisors
to, the Company  corporation who have contributed to the Company in the past and
who are  expected to  contribute  to the  Company's  future  growth and success.
Except where the context  otherwise  requires,  the term "Company" shall include
the parent and all present and future  subsidiaries of the Company as defined in
Sections  424(e) and 424(f) of the Internal  Revenue Code of 1986, as amended or
replaced from time to time (the "Code").

     2. Type of Stock or Options and Administration.

          (a) Types of Stock or Options.  The shares of Common  Stock issued for
services  rendered or the stock  options  granted  pursuant to the Plan shall be
authorized by action of the Board of Directors of the Company (the "Board"),  or
a Committee (the  "Committee")  designated by the Board of Directors.  The stock
options are non-statutory  options and are not intended to meet the requirements
of Section 422 of the Code.

          (b) Administration.  The Plan will be administered by the Board, whose
construction and interpretation of the terms and provisions of the Plan shall be
final  and  conclusive.  The  Board  may,  to the full  extent  permitted  by or
consistent with applicable laws or regulations  (including,  without limitation,
applicable state laws and Rule 16b-3 promulgated  under the Securities  Exchange
Act of 1934  (the  "Exchange  Act"),  or any  successor  rule  ("Rule  16b-3")),
delegate any or all of its powers under the Plan to a Committee appointed by the
Board,  and if the  Committee is so appointed  all  references to the "Board" in
this Plan  shall mean and  relate to such  Committee.  The Board may in its sole
discretion authorize the issuance of Common Stock for services rendered,  or may
grant options to purchase shares of the Company's  Common Stock ("Common Stock")
and issue shares upon  exercise of such options as provided in the Plan;  or the
Board may delegate the power to issue shares or grant options to the  Committee.
The Board shall have authority,  subject to the express  provisions of the Plan,
to construe the respective stock issuance agreements,  the option agreements and
the Plan, to prescribe,  amend and rescind rules and regulations relating to the
Plan, to determine the terms and  provisions of the  respective  stock  issuance
agreements or option  agreements,  which need not be identical,  and to make all
other determinations in the judgment of the Board necessary or
desirable for the  administration  of the Plan. The Board may correct any defect
or supply any  omission or  reconcile  any  inconsistency  in the Plan or in any
stock issuance  agreement or option agreement in the manner and to the extent it
shall deem  expedient to carry the Plan into effect and it shall be the sole and
final  judge of such  expediency.  No  director  or person  acting  pursuant  to
authority delegated by the Board or the Committee shall be liable for any action
or determination under the Plan made in good faith.

          (c)  Applicability  of Rule 16b-3.  Those provisions of the Plan which
make  express  reference  to Rule 16b-3 shall apply only to such  persons as are
required to file reports  under  Section 16(a) of the Exchange Act (a "Reporting
Person").

     3.  Eligibility

          (a) General. Options may be granted to persons who are, at the time of
issuance or grant,  employees or officers of, or consultants or advisors to, the
Company;  and Common Stock or Options may be issued to  consultants  or advisors
who have  rendered (in the case of stock  issuances)  or are  rendering  and are
expected to continue to render (in the case of Options)  consulting  or advisory
services,   including  Professional  advisory  services,  to  the  Company,  not
involving a capital raising transaction.

          (b) Grant of Options to Officers.  The selection of an officer (as the
term  "officer"  is defined for purposes of Rule 16b-3) as a recipient of either
stock or an option,  the timing of the stock  issuance or the option grant,  the
exercise price of the option and the number of shares subject to the issuance or
the option shall be determined  either (i) by the Board,  or (ii) by two or more
directors  having full  authority to act in the matter,  each of whom shall be a
"disinterested person". For the purposes of the Plan, a director shall be deemed
to be a "disinterested person" only if such person qualifies as a "disinterested
person" within the meaning of Rule 16b- 3, as such term is interpreted from time
to time.

          (c)  Issuance of Stock.  Stock may be issued only to eligible  persons
for (i) services  (as defined in Section  3(a) above)  which have been  rendered
(including  incidental  expenses  incurred in  connection  with the rendering of
services) to the Company,  or (ii) upon the exercise of previously granted stock
options.

     4.  Stock Subject to Plan.

     Subject to adjustment as provided in Section 14 below,  the maximum  number
of shares of Common Stock of the Company  which may be issued and sold under the
Plan,  including shares issuable  pursuant to the exercise of stock options,  is
700,000  shares.  If an option  granted under the Plan shall expire or terminate
for any reason without having been  exercised in full,  the  unpurchased  shares
subject to such option shall again be available for subsequent  option grants or
stock issuances under the Plan.

                                     - 2 -
5. Forms of Stock Issuance Agreements and Option Agreements.

     As a condition to the issuance of Stock or the grant of an option under the
Plan,  each  recipient  of either  stock or an option  shall  execute  either an
employee or advisor  compensation  agreement or an option agreement in such form
not inconsistent  with the Plan as may be approved by the Board. Such agreements
may differ among recipients.

     6.  Purchase Price.

          (a) General. The stock issuance price and the purchase price per share
of stock  deliverable  upon the exercise of an option shall be determined by the
Board.

          (b)  Payment of Purchase  Price.  Options  granted  under the Plan may
provide for the payment of the exercise  price by delivery of cash or a check to
the  order of the  Company  in an  amount  equal to the  exercise  price of such
options,  or, to the extent provided in the applicable option agreement,  (i) by
delivery to the Company of shares of Common Stock of the Company  already  owned
and held by the  optionee  for at least  twelve  months and having a fair market
value equal in amount to the exercise price of the options being exercised, (ii)
by any other means which the Board determines are consistent with the purpose of
the  Plan  and  with  applicable  laws  and  regulations   (including,   without
limitation,  the  provisions of Rule 16b-3 and  Regulation T promulgated  by the
Federal Reserve Board), or (iii) by any combination of such methods of payments.
The fair  market  value of any  shares of the  Company's  Common  Stock or other
non-cash  consideration which may be delivered upon exercise of any option shall
be determined by the Board.

     7.  Option Period.

     Each option and all rights thereunder shall expire on such date as shall be
set forth in the applicable  option  agreement,  and options shall be subject to
earlier termination as provided in the Plan.

     8.  Exercise of Options.

     Each option granted under the Plan shall be  exercisable  either in full or
in  installments  at such time or times and during  such  period as shall be set
forth in the agreement evidencing such option,  subject to the provisions of the
Plan.

     9.  Nontransferability of Options.

     All options granted to Reporting Persons shall not be assignable or

                                     - 3 -
transferable  by the person to whom they are granted,  either  voluntarily or by
operation of law, except by will or the laws of descent and  distribution,  and,
during the life of the  optionee,  shall be  exercisable  only by the  optionee;
provided,  however,  that  options  may be  transferred  pursuant to a qualified
domestic relations order (as defined in Rule 16b-3).

     10. Effect of Termination of Employment or Other Relationship.

          (a) Options.  Subject to the  provisions of the Plan,  the Board shall
determine  the period of time during which an optionee or his/her  valid assigns
may  exercise  an  option  following  (i)  the  termination  of  the  optionee's
employment  or  other  relationship  with  the  Company  or (ii)  the  death  or
disability of the optionee, but such period shall in no event be less than three
months. Such periods shall be set forth in the agreement evidencing such option.

          (b)  Stock.  Shares of stock that are  issued  for  services  rendered
pursuant to this Plan may not be canceled by the Company; provided that when the
shares are issued, the recipient of the shares shall acknowledge having received
full payment for the services  previously  rendered and shall waive any right to
additional or different payment by the Company for such services.

     11.  Additional Provisions.

          (a)  Additional  Option  Provisions.   The  Board  may,  in  its  sole
discretion,  include additional provisions in option agreements covering options
granted under the Plan, including without limitations  restrictions on transfer,
repurchase  rights,  commitments  to pay cash bonuses,  to make,  arrange for or
guaranty  loans or to transfer  other  property to  optionees  upon  exercise of
options,  or such provisions as shall be determined by the Board;  provided that
such  additional  provisions  shall not be  inconsistent  with any other term or
condition of the Plan.

          (b)  Acceleration,   Extension,  Etc.  The  Board  may,  in  its  sole
discretion,  (i)  accelerate  the date or dates on which  all or any  particular
option or options  granted  under the Plan may be  exercised  or (ii) extend the
dates during which all, or any  particular,  option or options granted under the
Plan  may be  exercised;  provided,  however,  that no such  extension  shall be
permitted if it would cause the Plan to fail to comply with Rule 16b-3.

     12.  General Restrictions.

     The shares issued pursuant to this Plan and each option shall be subject to
the  requirement  that if, at any time,  counsel to the Company shall  determine
that the listing,  registration or  qualification  of the shares,  including the
shares subject to such option, upon any

                                     - 4 -
securities  exchange  or under any state or federal  law, or that the consent or
approval of any  governmental  or  regulatory  body,  or that the  disclosure of
non-public  information or the  satisfaction of any other condition is necessary
as a condition  of, or in  connection  with,  the issuance or purchase of shares
thereunder,  such shares may not be issued or such option may not be  exercised,
in whole or in part, unless such listing, registration,  qualification,  consent
or approval,  or  satisfaction  of such  condition  shall have been  effected or
obtained on conditions acceptable to the Board.

     13. Rights as a Shareholder.

     The holder of an option shall have no rights as a shareholder  with respect
to any shares covered by the option (including,  without limitation,  any rights
to receive  dividends  or non-cash  distributions  with  respect to such shares)
until the date of issue of a stock certificate to him or her for such shares. No
adjustment shall be made for dividends or other rights for which the record date
is prior to the date such stock certificate is issued.

     14. Adjustment Provisions for Recapitalizations and Related Transactions.

          (a) General. If, through or as a result of any merger,  consolidation,
sale of all or substantially  all of the assets of the Company,  reorganization,
recapitalization,  reclassification,  stock dividend, stock split, reverse stock
split or other similar  transaction,  (i) the outstanding shares of Common Stock
are increased,  decreased or exchanged for a different  number or kind of shares
or  other  securities  of the  Company,  or  (ii)  additional  shares  or new or
different  shares or other  securities,  of the Company or other non-cash assets
are distributed with respect to such shares of Common Stock or other securities,
an  appropriate  and  proportionate  adjustment  may be made in (x) the  maximum
number and kind of shares  reserved for issuance  under the Plan, (y) the number
and kind of shares or other securities  subject to any then outstanding  options
under the Plan, and (z) the price for each share subject to any then outstanding
options  under the Plan,  without  changing the aggregate  purchase  price as to
which  such  options  remain  exercisable.  Notwithstanding  the  foregoing,  no
adjustment  shall be made pursuant to this Section 14 if such  adjustment  would
cause the Plan to fail to comply with Rule 16b-3.

          (b)  Board Authority to Make Adjustments.

Any  adjustments  under  this  Section  14  will be  made  by the  Board,  whose
determination  as to what  adjustments,  if any,  will  be made  and the  extent
thereof will be final,  binding and  conclusive.  No  fractional  shares will be
issued under the Plan on account of any such adjustments.

                                     - 5 -
15.  Merger, Consolidation, Asset Sale, Liquidation, Etc.

          (a) General.  In the event of a consolidation or merger or sale of all
or substantially all of the assets of the Company in which outstanding shares of
Common Stock are exchanged for  securities,  cash or other property of any other
corporation or business entity, or in the event of a liquidation of the Company,
the Board, or the board of directors of any corporation assuming the obligations
of the Company,  may, in its  discretion,  take any one or more of the following
actions,  as to  outstanding  options:  (i) provide that such  options  shall be
assumed,  or  equivalent  options  shall be  substituted,  by the  acquiring  or
succeeding  corporation (or affiliate thereof),  (ii) upon written notice to the
optionees, provide that all unexercised options will terminate immediately prior
to the consummation of such transactions unless exercised by the optionee within
a specified  period  following the date of such notice,  (iii) in the event of a
merger under the terms of which  holders of the Common Stock of the Company will
receive upon  consummation  thereof a cash payment for each share surrendered in
the  merger  (  "Merger  Price"),  make or  provide  for a cash  payment  to the
optionees equal to the difference  between (A) the Merger Price times the number
of shares of Common  Stock  subject to such  outstanding  options (to the extent
then  exercisable  at  prices  not in excess of the  Merger  Price)  and (B) the
aggregate  exercise  price of all such  outstanding  options in exchange for the
termination  of such  options,  and (iv)  provide  that  all or any  outstanding
options shall become exercisable in full immediately prior to such event.

          (b) Substitute Stock or Options.  The Company may issue stock or grant
options  under the Plan in  substitution  for stock or options held by employees
of, or consultants or advisors to, another  corporation who become  employees of
or consultants or advisors to the Company or a subsidiary of the Company, as the
result  of a merger  or  consolidation  of the  employing  corporation  with the
Company or a subsidiary of the Company, or as a result of the acquisition by the
Company,  or one of its  subsidiaries,  of  property  or stock of the  employing
corporation.  The Company may direct that substitute  stock be issued or options
be granted on such terms and  conditions as the Board  considers  appropriate in
the circumstances.

     16.  No Special Employment Rights.

     Nothing  contained  in the Plan or in any stock  issuance  or option  shall
confer upon any recipient or optionee any right with respect to the continuation
of his or her  employment  by the Company or interfere in any way with the right
of the  Company at any time to  terminate  such  employment  or to  increase  or
decrease the compensation of the recipient or optionee.

     17. Amendment of the Plan.

          (a) The Board may at any time, and from time to time,  modify or amend
the Plan in any respect, except that if at any time the approval of the

                                     - 6 -
shareholders of the Company is required under any law or rule, the Board may not
effect such modification or amendment without such approval.

          (b) The termination or any modification or amendment of the Plan shall
not,  without the consent of a recipient of stock or an optionee,  affect his or
her rights under stock or an option  previously issued or granted to him or her.
With the  consent of the  recipient  or optionee  affected,  the Board may amend
outstanding  stock agreements or option  agreements in a manner not inconsistent
with the Plan.  The Board  shall have the right to amend or modify the terms and
provisions  of the Plan and of any  outstanding  stock or option  to the  extent
necessary to ensure the qualifications of the Plan under Rule 16b-3.

     18.  Withholding.

          (a) The Company  shall have the right to deduct  from  payments of any
kind  otherwise  due to the  recipient or optionee  any federal,  state or local
taxes of any kind  required  by law to be  withheld  with  respect to any shares
issued or issuable upon exercise of options under the Plan. Subject to the prior
approval  of the  Company,  which may be  withheld  by the  Company  in its sole
discretion, the recipient or optionee may elect to satisfy such obligations,  in
whole or in part, (i) by causing the Company to withhold  shares of Common Stock
otherwise  issued or issuable  pursuant to the  exercise of an option or (ii) by
delivering to the Company  shares of Common Stock already owned by the recipient
or the  optionee.  The shares so delivered or withheld  shall have a fair market
value equal to such withholding obligations. The fair market value of the shares
used to satisfy such  withholding  obligation shall be determined by the Company
as of the date that the  amount of tax to be  withheld  is to be  determined.  A
recipient  or optionee who has made an election  pursuant to this Section  18(a)
may only satisfy his or her  withholding  obligation with shares of Common Stock
which are not  subject to any  repurchase,  forfeiture,  unfulfilled  vesting or
other similar requirements.

          (b) Notwithstanding the foregoing,  in the case of a Reporting Person,
no  election  to use  shares  for the  payment  of  withholding  taxes  shall be
effective  unless made in compliance  with any applicable  requirements  of Rule
16b-3.

     19. Cancellation and New Grant of Options, Etc.

     The Board shall have the authority to effect,  at any time and from time to
time, with the consent of the affected optionees, (i) the cancellation of any or
all outstanding options under the Plan and the grant in substitution  thereof of
new options under the Plan  covering the same or different  numbers of shares of
Common Stock and having an option exercise price per share which may be lower or
higher than the  exercise  price per share of the  canceled  options or (ii) the
amendment  of the  terms of any and all  outstanding  options  under the Plan to
provide  an option  exercise  price per share  which is higher or lower than the
then-current exercise price per share of such outstanding options.

                                     - 7 -
20. Effective Date and Duration of the Plan.

          (a) Effective  Date.  The Plan shall become  effective when adopted by
the Board.  Amendments  to the Plan shall become  effective  when adopted by the
Board.  Shares may be issued and  options  may be granted  under the Plan at any
time after the effective date and before the date fixed as the termination  date
of the Plan.

          (b) Termination. Unless sooner expressly terminated in accordance with
the provisions of the Plan, the Plan shall terminate upon the earlier of (i) the
close of business on the day next preceding the tenth anniversary of the date of
its adoption by the Board,  or (ii) the date on which all shares  available  for
issuance  under the Plan shall have been  issued  pursuant  to the  issuance  of
shares or the exercise or cancellation of options granted under the Plan. Unless
sooner  expressly  terminated in accordance with the provisions of the Plan, the
Plan shall  terminate  with  respect to  options on the date  specified  in (ii)
above,  then options  outstanding  on such date shall continue to have force and
effect in accordance  with the  provisions of the  instruments  evidencing  such
options.

     21.  Provision for Foreign Participants.

     The Board of  Directors,  may,  without  amending  the Plan,  modify  stock
issuances  or options  granted to  participants  who are  foreign  nationals  or
employed  outside the United  States to recognize  differences  in laws,  rules,
regulations  or  customs  of such  foreign  jurisdiction  with  respect  to tax,
securities, currency, employee benefit or other matters.

     22. Registration of Shares and Options.

     In the  Board's  discretion,  the Board may agree  with  respect to certain
shares and  options  issued  under the Plan,  to prepare  and file  Registration
Statements  on Form S-8,  which  Registration  Statements  may  include  reoffer
prospectuses  as that term is defined in Form S-8, to register  and  continue to
keep effectively  registered for resale the shares issued as compensation  under
the Plan and the shares of Common  Stock  issued  upon the  exercise  of options
granted under the Plan.

                        Adopted by the Board of Directors
                                   May 4, 1998

                                     - 8 -
Exhibit 4.6

                                KEVIN S. WOLTJEN
                                 ATTORNEY AT LAW
                           (ADMITTED IN ILLINOIS ONLY)
                         900 Jackson Street - Suite 600
                                Dallas, TX 75202
                             Telephone: 214-712-5673
                             Facsimile: 214-712-5674

May 12, 1998

Board of Directors
Flexweight Corporation
2133 East 9400 South - Suite 151 Sandy, UT 84093

To the Board of Directors of Flexweight Corporation:

Flexweight Corporation, a Kansas corporation (the "Company"), has informed me of
its intention to file with the Securities and Exchange Commission ("SEC"), on or
about May 12, 1998, a  registration  statement on Form S-8 under the  Securities
Act of 1933, as amended ("Registration  Statement"),  concerning the issuance of
700,000  shares (the  "Shares") of the Company's  common stock,  par value $0.10
("Common  Stock"),  pursuant  to an  employee  benefit  plan  (the  "Plan").  In
connection with the filing of the Registration Statement,  you have requested my
opinion regarding the validity of the issuance of such Shares.

This opinion letter (this "Opinion") us governed by, and shall be interpreted in
accordance  with the Legal Opinion  Accord (the  "Accord") of the ABA Section of
Business  Law  (1991).  As  a  consequence,   it  is  subject  to  a  number  of
qualifications,  limitations,  all as more particularly described in the Accord,
and this Opinion should be read in conjunction therewith.

You have  represented  to m that the Company is current in its filings  with the
SEC, that the Company's  board of directors has  authorized the filing of a Form
S-8 and that the  quantity of shares to be included in the Form S-8 is available
for issuance  based on the  quantity  authorized  for issuance in the  Company's
Articles  of  Incorporation  and on the  amount of shares  actually  issued  and
outstanding.  Based on these representations and to the best of my knowledge,  I
am of the opinion that the Form s-8 is an available for of registration and that
the Shares issuable  pursuant to the Plan have been duly and validly  authorized
and, upon payment  therefor in accordance with the Plan, will be validly issued,
fully paid and  nonassessable  by the Company.  This Opinion is conditioned upon
the above requirements being met.

The opinion set forth above is predicated upon and limited to the correctness of
the  assumptions  set forth herein and in the Accord,  and is further subject to
qualifications, exceptions, and limitations set forth below:

         A.       I  expressly  except  from the  opinion  set forth  herein any
                  opinion or  position  as to whether or to what extent a Kansas
                  court or any other court would apply Kansas law, or the law of
                  any other state or jurisdiction,  to any particular  aspect of
                  the facts, circumstances and transactions that are the subject
                  of the opinion herein contained.
         B.       In expressing the opinion set forth herein, I have assumed the
                  authenticity  and  completeness  of all  corporate  documents,
                  records and instruments provided to me by the /Company and its
                  representatives. I have assumed the accuracy of all statements
                  of fact contained therein. I have assumed that the information
                  provided  to me by the  Company is correct  and that there are
                  shares  available  to be issued  pursuant to the Plan.  I have
                  further
assumed  the  genuineness  of  signatures   (both  manual  and
                  conformed),   the  authenticity  of  documents   submitted  as
                  originals,  the conformity to originals of all copies or faxed
                  copies  and  the  correctness  of al  such  documents.
         C.       In rendering the opinion that the shares of Common Stock to be
                  registered pursuant to Form S-8 and issued under the Plan will
                  be validly  issued,  fully paid and  nonassessable,  I assumed
                  that: (1) the Company's  board of directors has exercised good
                  faith in establishing  the value paid for the Shares;  (2) all
                  issuances and cancellation of the capital stock of the Company
                  will be fully and accurately  reflected in the Company's Stock
                  Records as provided by the Company's  transfer agent;  and (3)
                  the  consideration,  as determined  by the Company's  Board of
                  Directors,  to be received in  exchange  for each  issuance of
                  common  stock of the  Company  will have been paid in full and
                  actually  received by the Company when the Shares are actually
                  issued.
         D.       I  expressly  except  from the  opinion  set forth  herein any
                  opinion  concerning the need for compliance by any party,  and
                  in  particular  by the  Company,  with the  provisions  of the
                  securities  laws,  regulations,  and/or  rules  of the  United
                  States  of   America,   the  State  of  Kansas  or  any  other
                  jurisdiction  with  regard  to any other  issue not  expressly
                  addressed  herein,  which  exclusion  shall apply,  but not be
                  limited  to,  the  subsequent  tradeability  of the  Shares on
                  either state or Federal level.
         E.       In rendering  the opinion that Form S-8 is  available,  I have
                  assumed that the Company is satisfying the various substantive
                  requirements of Form S-8 and I expressly  disclaim any opinion
                  regarding the  Company's  compliance  with such  requirements,
                  whether they be of federal or state origin.
         F.       The  opinion  contained  in this  letter is rendered as of the
                  date hereof,  and I undertake no and disclaim any,  obligation
                  to advise you of any changes in or any new developments  which
                  might affect any matters or opinions set forth herein.

     This  Opinion may be relied upon by you only in  connection  with filing of
the  Registration  Statement  and may not be used or  relied  upon by you or any
other person for any purpose whatsoever,  except to the extent authorized in the
Accord, without in each instance my prior written consent. In the event that any
of the facts are different  from those which have been  furnished to me and upon
which I have relied, the conclusions as set forth above cannot be relied upon.

     I  hereby  consent  to  the  use  of  this  Opinion  as an  exhibit  to the
Registration Statement.

     Sincerely,

     /s/Kevin S. Woltjen

     Kevin S. Woltjen
Exhibit 4.7

 Jones, Jensen, CPA, P.C.
Telephone (801) 328-4408                         50 South Main Street Suite 1450
                           Salt Lake City, Utah 84144

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

I hereby consent to the incorporation by reference in the Registration Statement
on Form S-8 of my report dated May 4,1998,  relating to the financial statements
of Flexweight Corporation as of August 31, 1998.

    /s/Jones, Jensen, CPA, P.C.

By:  Jones, Jensen, CPA, P.C.

May 4, 1998
Salt Lake City, Utah