MINNESOTA BREWING COMPANY
                             1993 STOCK OPTION PLAN

                                Table of Contents
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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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                            MINNESOTA BREWING COMPANY
                             1993 STOCK OPTION PLAN


SECTION 1.        General Purpose of Plan; Definitions.

         The name of this plan is the Minnesota Brewing Company 1993 Stock
Option Plan (the "Plan"). The purpose of the Plan is to enable Minnesota Brewing
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 Minnesota Brewing 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.


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

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

         (p)      "Stock Option" means any option to purchase shares of Stock
                  granted pursuant to Section 5 below.

         (q)      "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.

         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


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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 450,000. 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.

         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.


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         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


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                  Parent Corporation or 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.


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         (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 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


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                  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 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


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                  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,


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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.

         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


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                  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.

         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.