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                              MBC HOLDING COMPANY
                            1993 STOCK OPTION PLAN

                               TABLE OF CONTENTS

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                                                         Page
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<S>            <C>                                       <C>
SECTION 1.     General Purpose of Plan; Definitions        1

SECTION 2.     Administration                              3

SECTION 3.     Stock Subject to Plan                       4

SECTION 4.     Eligibility                                 4

SECTION 5.     Stock Options                               5

SECTION 6.     Transfer, Leave of Absence, Etc.            9

SECTION 7.     Amendments and Termination                  9

SECTION 8.     Unfunded Status of Plan                    10

SECTION 9.     General Provisions                         10

SECTION 10.    Effective Date of Plan                     11

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                           MBC HOLDING COMPANY
                         1993 STOCK OPTION PLAN


SECTION 1.    GENERAL PURPOSE OF PLAN; DEFINITIONS.

     The name of this plan is the MBC Holding Company 1993 Stock Option Plan
(the "Plan"). The purpose of the Plan is to enable MBC Holding Company (the
"Company") and its Subsidiaries to retain and attract executives, other key
employees of the Company and its Subsidiaries, and consultants and other
persons having a contractual relationship with the Company or its
Subsidiaries, who contribute to the Company's success by their ability,
ingenuity and industry, and to enable such individuals to participate in the
long-term success and growth of the Company by giving them a proprietary
interest in the Company.

     For purposes of the Plan, the following terms shall be defined as set
forth below:

     (a)   "BOARD" means the Board of Directors of the Company.

     (b)   "CAUSE" means a felony conviction of a participant or the failure
           of a participant to contest prosecution for a felony, or a
           participant's willful misconduct or dishonesty, any of which is
           directly and materially harmful to the business or reputation of
           the Company.

     (c)   "CODE" means the Internal Revenue Code of 1986, as amended.

     (d)   "COMMITTEE" means the Committee referred to in Section 2 of the
           Plan. If at any time no Committee shall be in office, then the
           functions of the Committee specified in the Plan shall be
           exercised by the Board, unless the Plan specifically states
           otherwise.

     (e)   "COMPANY" means MBC Holding Company, a corporation organized under
           the laws of the State of Minnesota (or any successor corporation).

     (f)   "CONSULTANT" means any person, including an advisor, engaged by
           the Company or a Parent Corporation or Subsidiary of the Company
           to render services, who is compensated for such services and who
           is not an employee of the Company or any Parent Corporation or
           Subsidiary of the Company.  A Non-Employee Director may serve as a
           Consultant.

     (g)   "DISABILITY" means permanent and total disability as determined by
           the Committee.

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     (h)   "FAIR MARKET VALUE" means the value of Stock on any given date
           which shall be determined by the Committee as follows:  (a) if the
           Stock is listed for trading on one of more national  securities
           exchanges, or is traded on the Nasdaq Stock Market or the Nasdaq
           Small Cap Market, the last reported sales price on the principal
           such exchange, the Nasdaq Stock Market or the Nasdaq Small Cap
           Market on the date in question, or if such Stock shall not have
           been traded on such principal exchange on such date, the last
           reported sales price on such principal exchange, the Nasdaq Stock
           Market or the Nasdaq Small Cap Market, on the first day prior
           thereto on which such Stock was so traded; or (b) if the Stock is
           not listed for trading on a national securities exchange, the
           Nasdaq Stock Market or the Nasdaq Small Cap Market, but is traded
           in the over-the-counter market, the closing bid price for such
           Stock on the day prior to the date in question, or if there is no
           closing bid price for such Stock on such day, the closing bid
           price on the first day prior thereto on which such price existed;
           or (c) if neither (a) nor (b) is applicable, by any means fair and
           reasonable by the Committee, which determination shall be final
           and binding on all parties.

     (i)   "INCENTIVE STOCK OPTION" means any Stock Option intended to be and
           designated as an "Incentive Stock Option" within the meaning of
           Section 422 of the Code.

     (j)   "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an
           Incentive Stock Option, and is intended to be and is designated as
           a "Non-Qualified Stock Option."

     (k)   "OUTSIDE DIRECTOR" means a Director who: (a) is not a current
           employee of the Company or any member of an affiliated group which
           includes the Company; (b) is not a former employee of the Company
           who receives compensation for prior services (other than benefits
           under a tax-qualified retirement plan) during the taxable year;
           (c) has not been an officer of the Company; (d) does not receive
           remuneration from the Company, either directly or indirectly, in
           any capacity other than as a director, except as otherwise
           permitted under Code Section 162(m) and regulations thereunder.
           For this purpose, remuneration includes any payment in exchange
           for good or services. This definition shall be further governed by
           the provisions of Code Section 162(m) and regulations promulgated
           thereunder.

     (l)   "NON-EMPLOYEE DIRECTOR" shall have the meaning set forth in Rule
           16b-3(b)(3) as promulgated by the Securities and Exchange
           Commission under the Securities Exchange Act of 1934, or any
           successor definition adopted by the Commission.

     (m)   "PARENT CORPORATION" means any corporation (other than the
           Company) in an unbroken chain of corporations ending with the
           Company if each of the corporations (other than the Company) owns
           stock possessing 50% or more of the total combined voting power of
           ,ill classes of stock in one of the other corporations in the
           chain.

     (n)   "RETIREMENT" means retirement from active employment with the
           Company and any Subsidiary or Parent Corporation of the Company on
           or after age 55.

     (n)   "STOCK" means the Common Stock, $.01 par value per share, of the
           Company.

     (o)   "STOCK OPTION" means any option to purchase shares of Stock
           granted pursuant to Section 5 below.

     (p)   "SUBSIDIARY" means any corporation (other than the Company) in an
           unbroken chain of corporations beginning with the Company if each
           of the corporations (other than the last corporation in the
           unbroken chain) owns stock possessing 50% or more of the total
           combined voting power of all classes of stock in one of the other
           corporations in the chain.

     SECTION 2.     ADMINISTRATION.

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     The Plan shall be administered by the Board of Directors or by a
Committee appointed by the Board of Directors of the Company consisting of at
least two Directors, each of whom shall be Non-Employee Directors and Outside
Directors, who shall serve at the pleasure of the Board.

     The Committee shall have the power and authority to grant Stock Options
to eligible individuals pursuant to the terms of the Plan.

     In particular, the Committee shall have the authority:

     (i)   to select the officers, other key employees of the Company and its
           Subsidiaries, and consultants and other persons having a
           contractual relationship with the Company or its Subsidiaries, to
           whom Stock Options, may from time to time be granted hereunder;

     (ii)  to determine whether and to what extent Incentive Stock Options,
           Non-Qualified Stock Options, or a combination of the foregoing,
           are to be granted hereunder;

     (iii) to determine the number of shares to be covered by each such Stock
           Option granted hereunder; and

     (iv)  to determine the terms and conditions, not inconsistent with the
           terms of the Plan, of any Stock Option granted hereunder
           (including, but not limited to, any restriction on any Stock
           Option and/or the shares of Stock relating thereto).

     The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines arid practices governing the Plan as it
shall, from time to time, deem advisable; to interpret the terms and
provisions of the Plan and any Stock Option granted under the Plan (and any
agreements relating thereto); and to otherwise supervise the administration
of the Plan.  The Committee may delegate to officers of the Company the
authority to exercise the powers specified in (i), (ii), (iii) and (iv) above
with respect to persons who are not either the chief executive officer of the
Company or the four highest paid officers of the Company other than the chief
executive officer.

     All decisions made by the Committee pursuant to the provisions of the
Plan shall be final and binding on all persons, including the Company and
Plan participants.

     SECTION 3.     STOCK SUBJECT TO PLAN.

     The total number of shares of Stock reserved and available for
distribution under the Plan shall be 650,000.  Such shares may consist, in
whole or in part, of authorized and unissued shares.  If any shares that have
been optioned cease to be subject to Stock Options, such shares shall again
be available for distribution in connection with future grants of Stock
Options under the Plan. Upon a Stock-for-Stock exercise of a Stock Option or
upon the withholding of Stock for the payment of the option price or taxes,
only the net number of shares issued to the optionee shall be used to
calculate the number of shares remaining available for distribution under the
Plan.

     In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, other change in corporate structure
affecting the Stock, or spin-off or other distribution of assets to
shareholders, such substitution or adjustment shall be made in the aggregate
number of shares reserved for issuance under the Plan and in the number and
option price of shares subject to outstanding options granted under the Plan
as may be determined to be appropriate by the Committee, in its sole
discretion, provided that the number of shares subject to any grant shall
always be it whole number.

     SECTION 4.     ELIGIBILITY.

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     Directors, officers, other key employees of the Company and
Subsidiaries, and consultants and other persons having a contractual
relationship with the Company or its Subsidiaries, who are responsible for or
contribute to the management, growth and/or profitability of the business of
the Company and its Subsidiaries are eligible to be granted Stock Options
under the Plan.  The optionees under the Plan shall be selected from time to
time by the Committee, in its sole discretion, from among those eligible, and
the Committee shall determine, in its sole discretion, the number of shares
covered by each grant.

     Notwithstanding the foregoing, no person shall receive grants of Stock
Options under this Plan which exceed 100,000 shares during any fiscal year of
the Company.

     SECTION 5.     STOCK OPTIONS.

     Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.

     The Stock Options granted tinder the Plan may be of two types: (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options.  No Incentive
Stock Options shall be granted under the Plan after September 1, 2003.

     The Committee shall have the authority to grant to any optionee
Incentive Stock Options, Non-Qualified Stock Options, or both types of
options.  To the extent that any option does not quality as an Incentive
Stock Option, it shall constitute a separate Non-Qualified Stock Option.

     Anything in the Plan to the contrary notwithstanding, no term of this
Plan relating to Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be so
exercised, so as to disqualify either the Plan or any Incentive Stock Option
under Section 422 of the Code.  The preceding sentence shall not preclude any
modification or amendment to an outstanding Incentive Stock Option, whether
or not such modification or amendment results in disqualification of such
Stock Option as an Incentive Stock Option, provided the optionee consents in
writing to the modification or amendment.

     Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions,
not inconsistent with the terms of the Plan, as the Committee shall deem
desirable.

     (a)   OPTION PRICE.  The option price per share of Stock purchasable
           under a Stock Option shall be determined by the Committee at the
           time of grant and may, except as provided in this paragraph, be
           less than the Fair Market Value of the Stock on the date the Stock
           Option is granted.  In the event that the Committee does not
           determine the exercise price per share of Stock purchasable under
           a Stock Option, the exercise price shall be the Fair Market Value
           of the Stock on the date the Stock Option is granted except as
           otherwise required in this paragraph.  In no event shall the Stock
           Option price per share of Stock purchasable under in Incentive
           Stock Option or a Non-Qualified Stock Option be less than 100% or
           50%, respectively, of the Fair Market Value of the Stock on the
           date the Stock Option is granted. If an employee owns or is deemed
           to own (by reason of the attribution rules applicable under
           Section 424(d) of the Code) more than 10% of the combined voting
           power of all classes of stock of the Company or any Parent
           Corporation or Subsidiary, and an Incentive Stock Option is
           granted to such employee, the exercise price shall be no less than
           110% of the Fair Market Value of the Stock on the date the Stock
           Option is granted.

     (b)   OPTION TERM.  The term of each Stock Option shall be fixed by the
           Committee, but no Incentive Stock Option shall be exercisable more
           than ten years after the date the Stock Option is granted.  In the
           event that the Committee does not fix the term of a Stock Option,
           the term shall be ten years from the date the Stock Option is
           granted. Notwithstanding the foregoing, if an employee owns or is
           deemed to own (by reason of the attribution rules of Section
           424(d) of the Code) more than 10% of the combined voting power of
           all classes of stock of the Company of any Parent Corporation or

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           Subsidiary and an Incentive Stock Option is granted to such
           employee, the term of such Stock Option shall be no more than five
           years from the date of grant.

     (c)   EXERCISABILITY.  Stock Options shall be exercisable at such time
           or times as determined by the Committee at or after grant.  In the
           event that the Committee does not determine the time at which a
           Stock Option shall be exercisable, such Stock Option shall be
           exercisable one years after the date of grant.  If the Committee
           provides, in its discretion, that any Stock Option is exercisable
           only in installments, the Committee may waive such installment
           exercise provisions at any time.  Notwithstanding the foregoing,
           unless the Stock Option Agreement provides otherwise, any Stock
           Option granted under this Plan shall be exercisable in full,
           without regard to any installment exercise provisions, for a
           period specified by the Company, but not to exceed sixty (60)
           days, prior to the occurrence of any of the following events: (i)
           dissolution or liquidation of the Company other than in
           Conjunction with a bankruptcy of the Company or any similar
           occurrence, (ii) any merger, consolidation, acquisition,
           separation, reorganization, or similar occurrence, where the
           Company will not be the surviving entity, (iii) the transfer of
           substantially all of the assets of the Company or the acquisition
           of beneficial ownership of more than 50% of any class of equity
           security of the Company or its Subsidiaries.

     (d)   METHOD OF EXERCISE.  Stock Options may be exercised in whole or in
           part at any time during the option period by giving written notice
           of exercise to the Company specifying the number of shares to he
           purchased.  Such notice shall be accompanied by payment in full of
           the purchase price, either by certified or bank check, or by any
           other form of legal consideration deemed sufficient by the
           Committee and consistent with the Plan's purpose and applicable
           law, including promissory notes or a properly executed exercise
           notice together with irrevocable instructions to a broker
           acceptable to the Company to promptly deliver to the Company the
           amount of sale or loan proceeds to pay the exercise price.  As
           determined by the Committee, in its sole discretion, payment in
           full or in part may also be made in the form of unrestricted Stock
           already owned by the optionee, provided, however, that, in the
           case of an Incentive Stock Option, the right to make a payment in
           the form of already owned shares may be authorized only at the
           time the option is granted.  If the terms of a Stock Option so
           permit, an optionee may elect to pay all or part of the exercise
           price by having the Company withhold from the shares of Stock that
           would otherwise be issued upon exercise that number of shares of
           Stock having a Fair Market Value equal to the aggregate exercise
           price for the shares with respect to which such election is made.
           No shares of Stock shall be issued until full payment therefor has
           been made.  An optionee shall generally have the rights to
           dividends and other rights of a shareholder with respect to shares
           subject to the option when the optionee has given written notice
           of exercise, has paid in full for such shares, and, if requested,
           has given the representation described in paragraph (a) of Section
           9.

     (e)   NON-TRANSFERABILITY OF OPTIONS.

           (i)   Subject to Section 5(e)(ii) below, no Stock Option shall be
     transferable by the optionee otherwise than by will or by the laws of
     descent and distribution, and all Stock Options shall be exercisable,
     during the optionee's lifetime, only by the optionee.

           (ii)  The Committee may, in its discretion, authorize all or a
     portion of the options to be granted to an optionee to be on terms which
     permit transfer by such optionee to (A) the spouse, children or
     grandchildren of the optionees ("Immediate Family Members"), (B) a trust
     or trusts for the exclusive benefit of such Immediate Family Members, or
     (C) a partnership or partnerships in which such Immediate Family Members
     are the only partners, provided that (1) there may be no consideration
     for any such transfer, (2) the stock option agreement pursuant to which
     such options are granted must be approved by the Committee, and must
     expressly provide for transferability in a manner consistent with this
     Section 5(e)(ii), and (3) subsequent transfers of transferred options
     shall be prohibited except those in accordance with Section 5(e)(i).
     Following transfer, any such options shall continue to be subject to the
     same terms
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     and conditions as were applicable immediately prior to transfer,
     provided that the term "optionee" herein shall in such event be deemed
     to refer to the transferee, except that the events of termination of
     employment of Sections 5(f), 5(g), 5(h) and 5(i) hereof shall continue
     to be applied with respect to the original optionee, following which the
     options shall be exercisable by the transferee only to the extent, and
     for the periods specified in such Sections.

     (f)   TERMINATION BY DEATH.  If an optionee's employment by the Company
           and any Subsidiary or Parent Corporation terminates by reason of
           death, the Stock Option may thereafter be immediately exercised,
           to the extent then exercisable (or on such accelerated basis as
           the Committee shall determine at or after grant), by the legal
           representative of the estate or by the legatee of the optionee
           under the will of the optionee, for a period of three years (or
           such shorter period as the Committee shall specify at grant) from
           the date of such death or until the expiration of the stated term
           of the option, whichever period is shorter.

     (g)   TERMINATION BY REASON OF DISABILITY.  If an optionee's employment
           by the Company and any Subsidiary or Parent Corporation terminates
           by reason of Disability, any Stock Option held by such optionee
           may thereafter be exercised, to the extent it was exercisable at
           the time of termination due to Disability (or on such accelerated
           basis as the Committee shall determine at or after grant), but may
           not be exercised after three years (or such shorter period as the
           Committee shall specify at grant) from the date of such
           termination of employment or the expiration of the stated term of
           the option, whichever period is shorter.  In the event of
           termination of employment by reason of Disability, if an Incentive
           Stock Option is exercised after the expiration of the exercise
           periods that apply for purposes of Section 422 of the Code, the
           option will thereafter be treated as a Non-Qualified Stock Option.

     (h)   TERMINATION BY REASON OF RETIREMENT.  If an optionee's employment
           by the Company and any Subsidiary or Parent Corporation terminates
           by reason of Retirement, any Stock Option held by such optionee
           may thereafter be exercised to the extent it was exercisable at
           the time of such Retirement, but may not be exercised after three
           years (or such shorter period as Committee shall specify at grant)
           from the date of such termination of employment or the expiration
           of the stated term of the option, whichever period is the shorter.
            In the event of termination of employment by reason of
           Retirement, if an Incentive Stock Option is exercised after the
           expiration of the exercise periods that apply for purposes of
           Section 422 of the Code, the option will thereafter be treated as
           a Non-Qualified Stock Option.

     (i)   TERMINATION FOR CAUSE.  Unless otherwise determined by the
           Committee, if an optionee's employment by the Company and any
           Subsidiary or Parent Corporation terminates for Cause, any Stock
           Option held by the optionee shall thereupon terminate.

     (j)   OTHER TERMINATION.  If an optionee's employment by the Company and
           any Subsidiary or Parent Corporation terminates for any reason
           other than Death or Disability, and other than for cause, any
           Stock Option held by such optionee may thereafter be exercised to
           the extent it was exercisable at the time of such termination, but
           may not he exercised after three years (or such shorter period as
           Committee shall specify at grant) from the date of such
           termination of employment or the expiration of the stated term of
           the option, whichever period is shorter.  In the event of such
           termination of employment, if an Incentive Stock Option is
           exercised after the expiration of the exercise periods that apply
           for purposes of Section 422 of the Code, the option will
           thereafter be treated as a Non-Qualified Stock Option.

     (k)   ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS.  The aggregate Fair
           Market Value (determined as of the time the Stock Option is
           granted) of the Common Stock with respect to which an Incentive
           Stock Option under this Plan or any other plan of the Company and
           any Subsidiary or Parent

<PAGE>

           Corporation is exercisable for the first time by an optionee
           during any calendar year shall not exceed $100,000.

     (l)   NON-EMPLOYEE DIRECTORS.  Each person serving as a Non-Employee
           Director of the Company as of February 10, 1998 shall be granted
           an Option to purchase 15,000 shares of stock at an option price
           per share equal to 100% of Fair Market Value of a share of Stock
           on such date.  All such Options shall be designated as
           Non-Qualified Options and shall be subject to the same terms and
           provisions as are then in effect with respect to the granting of
           Non-Qualified Options to officers and by employees of the Company,
           except that (i) the term of such Option shall be five years, which
           term shall expire after one year upon the termination of service
           as a director, (ii) the Option shall vest in three installments of
           5,000 shares beginning on the date of the 1998 Annual Meeting,
           with each additional installment vesting on the subsequent annual
           meeting.  Subject to the foregoing, all provisions of this Plan
           not inconsistent with the foregoing shall apply to Options granted
           to Non-Employee Directors.

SECTION 6. TRANSFER, LEAVE OF ABSENCE, ETC.

     For purposes of the Plan, the following events shall not be deemed a
termination of employment:

     (a)   a transfer of an employee from the Company to a Parent Corporation
           or Subsidiary, or from a Parent Corporation or Subsidiary to the
           Company, or from one Subsidiary to another;

     (b)   a leave of absence, approved in writing by the Committee, for
           military service or sickness, or for any other purpose approved by
           the Company if the period of such leave does not exceed ninety
           (90) days (or such longer period as the Committee may approve, in
           its sole discretion); and

     (c)   a leave of absence in excess of ninety (90) days, approved in
           writing by the Committee, but only if the employee's right to
           reemployment is guaranteed either by a statute or by contract, and
           provided that, in the case of any leave of absence, the employee
           returns to work within 30 days after the end of such leave.

     SECTION 7.  AMENDMENTS AND TERMINATION.

     The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made (i) which would impair the
rights of an optionee under a Stock Option theretofore granted, without the
optionee's consent, or (ii) which, without the approval of the stockholders
of the Company, would cause the Plan to no longer comply with Rule 16b-3
under the Securities Exchange Act of 1934, Section 422 of the Code, or any
other regulatory requirements.

     The Committee may amend the terms of any Stock Option theretofore
granted, prospectively or retroactively, but, Subject to Section 3 above, no
such amendment shall impair the rights of any holder without his consent.
The Committee may also substitute new Stock Options for previously granted
stock options, including previously granted stock options having higher
exercise prices.

     SECTION 8.  UNFUNDED STATUS OF PLAN.

     The Plan is intended to Constitute an "unfunded" plan for incentive and
deferred compensation.  With respect to any payments not yet made to an
optionee by the Company, nothing contained herein shall give any such
participant or optionee any rights that are greater than those of a general
creditor of the Company.  At its sole discretion, the Committee may authorize
the creation of trusts or other arrangements to meet the obligations created
under the Plan to deliver Stock, provided, however, that the existence of
such trusts or other arrangements is consistent with the unfunded status of
the Plan.

<PAGE>

     SECTION 9.  GENERAL PROVISIONS.

     (a)   The Committee may require each person purchasing shares pursuant
           to a Stock Option under the Plan to represent to and agree with
           the Company in writing that the optionee is acquiring the shares
           without a view to distribution thereof.  The certificates for Such
           shares may include any legend which the Committee deems
           appropriate to reflect any restrictions on transfer.

           All certificates for shares of Stock delivered under the Plan
           pursuant to any Options shall be subject to such stock-transfer
           orders and other restrictions as the Committee may deem advisable
           under the rules, regulations, and other requirements of the
           Securities and Exchange Commission, any stock exchange upon which
           the Stock is then listed, and any applicable federal or state
           securities laws, and the Committee may cause a legend or legends
           to be put on any such certificates to make appropriate reference
           to such restrictions.

     (b)   Nothing contained in this Plan shall prevent the Board of
           Directors from adopting other or additional compensation
           arrangements, subject to stockholder approval if such approval is
           required; and such arrangements may be either generally applicable
           or applicable only in specific cases.  The adoption of the Plan
           shall not confer upon any employee of the Company or any
           Subsidiary any right to continued employment with the Company or a
           Subsidiary, as the case may be, nor shall it interfere in any way
           with the right of the Company or a Subsidiary to terminate the
           employment of any of its employees at any time.

     (c)   Each optionee shall, no later than the date as of which any part
           of the value of a Stock Option first becomes includable as
           compensation in the gross income of the optionee for federal
           income tax purposes, pay to the Company, or make arrangements
           satisfactory to the Committee regarding payment of, any federal,
           state, or local taxes of any kind required by law to be withheld
           with respect to the Stock Option.  The obligations of the Company
           under the Plan shall be conditional on such payment or
           arrangements and the Company and Subsidiaries shall, to the extent
           permitted by law, have the right to deduct any such taxes from any
           payment of any kind otherwise due to the optionee.  With respect
           to any Stock Option granted under the Plan, if the terms of such
           Option so permit, an optionee may elect by written notice to the
           Company to satisfy part or all of the withholding tax requirements
           associated with the Stock Option by (i) authorizing the Company to
           retain from the number of shares of Stock that would otherwise be
           deliverable to the optionee, or (ii) delivering to the Company
           from shares of Stock already owned by the optionee, that number of
           shares having an aggregate Fair Market Value equal to part or all
           of the tax payable by the optionee under this Section.  Any such
           election shall be in accordance with, and subject to, applicable
           tax and securities laws, regulations and rulings.

     (d)   At the time of grant, the Committee may provide in connection with
           any grant made under this Plan that the shares of Stock received
           as a result of such grant shall be subject to a repurchase right
           in favor of the Company, pursuant to which the optionee shall be
           required to offer to the Company upon termination of employment
           for any reason any shares that the participant acquired under the
           Plan, with the price being the then Fair Market Value of the Stock
           or, in the case of a termination for Cause, an amount equal to the
           cash consideration paid for the Stock, subject to such other terms
           and conditions as the Committee may specify at the time of grant.
           The Committee may, at the time of the grant of a Stock Option
           under the Plan, provided the Company with the right to repurchase,
           or require the forfeiture of, shares of Stock acquired pursuant to
           the Plan by any optionee who, at any time within two years after
           termination of employment with the Company, directly or indirectly
           competes with, or is employed by a competitor of, the Company.

     SECTION 10. EFFECTIVE DATE OF PLAN.

<PAGE>


     The Plan shall be effective on the date it is approved by a vote of the
holders of a majority of the Stock present and entitled to vote at a meeting
of the Company's shareholders. Amendments requirements shareholder approval
shall be effective on the date on which they are approved by a vote of
holders of a majority of the Stock  present and entitled to vote at a meeting
of the Company's shareholders.