Exhibit 4.2

CENTENNIAL TECHNOLOGIES, INC.
1994 FORMULA STOCK OPTION PLAN



ARTICLE I
Purpose of the plan

The purposes of this plan is to encourage and enable non-employee Directors
who are in a position to make significant contributions to the success of
CENTENNIAL TECHNOLOGIES, INC. and of its affiliated corporations upon whose
judgment, initiative and efforts the Corporation depends for the successful
conduct of its business, to acquire a closer identification of their interests
with those of the Corporation by providing them with opportunities to purchase
stock in the Corporation pursuant to option granted hereunder, thereby
stimulating their efforts on behalf of the Corporation and strengthening their
desire to remain involved with the Corporation. Any non-employee Director
designated to participate in the Plan is referred to as a
"Participant".

ARTICLE II
Definitions



2.1 "Affiliated Corporation" means any stock corporation of which a
majority of the voting common or capital stock is owned directly or indirectly
by the Corporation.

2.2 "Award" means an option granted under Article V.

2.3 "Board" means the Board of Directors of the Corporation or, if
one or more has been appointed, a Committee of the Board of Directors of the
Corporation.

2.4 "Code" means Internal Revenue Code of 1986, as amended from
time to time.

2.5 "Committee" means a Committee of not less than two members of
the Board appointed by the Board to adminster the Plan.

2.6 "Corporation" means Centennial Technologies, Inc. a Delaware
Corporation.

2.7 "Non-Employee" means any person who is not a regular full-time
or part-time employee of the Corporation or an affiliated Corporation on or
after January 1, 1994.

2.8 "Non-Qualified Option" means any option to intended to qualify
as an Incentive Stock Option.

2.9 "Option" means a Non-Qualified Option granted by the Board
under Article V of this Plan in the form of a right to purchase Stock evidenced
by an instrument containing such provisions as the Board may establish.

2.10 "Participant" means a person who is to receive an award under
the Plan.

2.11 "Plan" means this 1994 Formula Stock Option Plan.

2.12 "Reporting Person" means a person subject to Section 16 of the
Securities Exchange Act of 1934 or any successor provision.

2.13 "Restricted Period" means the period of time selected by the
Committee during which an award may be forfeited by the person.

2.14 "Stock" mean the Common Stock, $.01 par value, of the
Corporation or any successor, including any adjustments in the event of changes
in capital structure of the type described in Article XI.

ARTICLE III
Administration of the Plan

3.1 Administration by Board. This Plan may be administered by the
Board of Directors or by a committee of the Board of Directors of the
Corporation.  If a Committee administers this Plan, the Board may from time to
time, increase the size of the Committee or committees and appoint additional
members thereto, remove members (with or without cause) and appoint new members
in substitution therefor, fill vacancies however caused, or remove all members
of the Committee or committees and thereafter directly administer the Plan.  No
member of the Board or a Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any options granted
hereunder.

3.2 Powers. The Board of Directors and/or any Committee appointed by
the Board shall have full and final authority to operate, manage and administer
the Plan on behalf of the Corporation.  This authority includes, but is not
limited to:

(a)	The power to grant awards conditionally or unconditionally,

(b)	The power to prescribe the form or forms of any instruments evidencing
Awards granted under this plan,

(c)	The power to interpret the Plan,

(d)	The power to delegate responsibility for Plan operation, management
and administration on such terms, consistent with the Plan'. as the Board may
establish,

(e)	The power to delegate to other persons the responsibility of
performing  ministerial acts in furtherance of the Plan's purpose, and

(f)	The power to engage the services of persons, companies, or
organizations in furtherance of the Plan's purpose, including but not limited
to, banks, insurance Companies brokerage firms and consultants

ARTICLE IV
Eligibility

4.	EligiblePersons. All non-employee Directors are eligible
to be granted Non-Qualified Option Awards under this Plan provided the person
has not irrevocably elected to be ineligible to participate in the Plan.

ARTICLE V
Stock Option Awards

5.1	Number of Shares. Subject to the provisions of Article X1 of
this Plan, the aggregate number of shares of Stock for which Options may be
granted under this Plan shall not exceed Thirty Five Thousand (35,000) shares.
Options shall be granted under this Plan, without approval or discretion on the
part of the Board, to non-employee Directors as follows: Effective June 1, 1995,
on the first business day immediately following the Corporation's annual meeting
of shareholders, the Corporation shall grant, to each of its non-employee
Directors who has served as a Director of the Corporation for at least one full
year, options to purchase a total of 1,000 shares of Stock. The options shall be
granted to a non-employee Director only if the Director is a Director on the
date of the grant and has attended, during the Corporation's fiscal year
Immediately preceding the grant, at least 75% of meetings of the Board of
Directors and the Committees on which the Director has served. The exercise
price of options granted to non-employee Directors shall be the fair market
value of the shares of Stock on the date of the grant and said options shall
vest completely and be exercisable one year from the date of the grant, subject
to the Director's continued service as a Director on such date.

Each non-employee Director who becomes a Director after January 1, 1994 will
receive, on the later of (i) the date he or she becomes a Director or (ii) the
effective date of this Plan, options to purchase a total of 15,000 shares of
Stock. The exercise price of such options will be 85% of the fair market value
of the shares of Stock on the date of the grant. Said options shall vest
completely and be exercisable immediately on the date of the grant.

The shares to be delivered upon exercise of Options under this Plan shall be
made available, at the discretion of the Board, either from authorized but
unissued shares or from previously issued and reacquired shares of Stock held by
the Corporation as treasury shares, including shares purchased in the open
market.

Stock issuable upon exercise of an option granted under the Plan may be
subject to such restrictions on transfer or repurchase rights as shall be
determined by the Board of Directors.

5.2	Effect of Expiration, Termination or Surrender. If an Option
under this Plan shall expire or terminate exercised as to any shares covered
thereby, or shall cease for any reason to be exercisable in whole or in part, or
if the Corporation shall reacquire any unvested shares issued pursuant to
Options under the Plan, such shares shall thereafter be available for the
granting of other Options under this Plan

5.3	Term of Options. Each Option granted hereunder shall, be for a
term five (5) years from the date of granting thereof. Each Option shall be
subject to earlier termination as provided in Sections 6.3 and 6.4

5.4	Fair Market Value. If, at the time an Option is granted under
the Plan, the Corporation's Stock is publicly traded, "fair market value" shall
be -determined as of the last business day for which the prices or quotes
discussed in this sentence are available prior to the date such Option is
granted and shall mean (i) the average (on that date) of the high and low prices
of the Stock on the principal national securities exchange on which the Stock is
traded, if the Stock is then traded on a national securities exchange; or (ii)
the last reported sale price (on that date) of the Stock on the NASDAQ National
Market List, if the Stock is not then traded on a national securities exchange;
or (iii) the average of the bid and asked prices last quoted (on that date) by
an established quotation service for over-the-counter securities, if the Stock
is not reported on the NASDAQ National. Market List. However, if the Stock is
not publicly traded at the time an Option is granted under the Plan, "fair
market value" shall be deemed to be the fair value of the Stock as determined by
the Board after taking into consideration all factors which it deems
appropriate, including, without limitation, recent sale and offer prices of the
Stock in private transactions negotiated at arm's length.

5.5	Non-Transferability of Options No Option granted under this
Plan shall be transferable by the grantee otherwise than by will or the laws of
descent and distribution, and such Option may be exercised during the grantee's
lifetime only by the grantee.

5.6 	Foreign Nationals. Awards may be granted to Participants who
are foreign nationals or employed outside the United States on such terms and
conditions different from those specified in the Plan as the Committee considers
necessary or advisable to achieve the purposes of the Plan or comply with
applicable laws.

ARTICLE VI
Exercise of Option

6.1	Exercise. Each Option granted under this Plan shall be
exercisable on such date or dates and during such period and for such number of
shares as shall be determined pursuant to the provisions of the instrument
evidencing such Option. The Board shall, have the right to accelerate the date
of exercise of any option.

6.2	Notice of Exercise. A person electing to exercise an Option
shall give written notice to the Corporation of such election and of the number
of shares he or she has elected to purchase and shall at the time of exercise
tender-the full purchase price of the shares he or she has elected to purchase.
The purchase price can. be paid partly or completely in shares of the
Corporation's stock valued at Fair Market Value as defined in Section 5.4
hereof, or by any such other lawful consideration as the Board may determine.
Until such person has been issued a certificate or certificates for the shares
so purchased and has fully paid the purchase price for such shares, he or she
shall possess no rights of a record holder with respect to any of such shares.
If the Corporation elects to receive payment for such shares by means of a
promissory note, such note, if issued to an officer, director or holder of 5% or
more of the Corporation's outstanding Common Stock, shall, provide for payment
of interest at a rate no less than the interest rate then payable by the
Corporation to its principal commercial lender, or if the Corporation has no
loan outstanding to a commercial lender, then the interest rate payable shall
equal the prevailing prime rate of interest then charged by commercial banks
headquartered in Massachusetts (as determined by the Board of Directors in its
reasonable discretion) plus two percent.

6.3	Option Unaffected by Certain Changes.  A Director's term shall
be considered as continuing uninterrupted during any bon a fide leave of absence
(such as those attributable to illness, military obligations or governmental
service) provided that the period of such leave does not exceed go days or, if
longer, any period during which such optionee's right to reemployment is
guaranteed by statute. A bona fide leave of absence with the written approval of
the Board shall not be considered an interruption of service under the Plan.

6.4	Death of Optionee.  Should an optionee die while in possession
of the legal right to exercise an Option or Options under this Plan, such
persons as shall have acquired, by will or by the laws of descent and
distribution, the right to exercise any Options therefore granted, may, unless
otherwise provided by the Board in any instrument evidencing any option,
exercise such Options until the expiration of the original term of the Options,
provided, further, that any such exercise shall be limited to the purchase
rights that have accrued as of the date when the optionee ceased to be a
Director whether by death or otherwise.



ARTICLE VII
Reporting Person Limitations

To the extent required to qualify for the exemption provided by Rule 16b-
3 under the Securities Exchange Act of 1934, and any successor provision, at
least six months must elapse from the date of acquisition of an Option by a
Reporting Person to the date of disposition of such Option (other than upon
exercise) or its underlying Common Stock.

ARTICLE VIII
Terms and Conditions of Options

Options shall be evidenced by instruments (which need not be identical)
in such forms as the Board may from time to time approve. Such instruments shall
conform to the terms and conditions set forth in Articles V and VI hereof and
may contain such other provisions as the Board deems advisable that are not
inconsistent with the Plan, including restrictions applicable to shares of Stock
issuable upon enterprise of Options. In granting any Non-Qualified Option, the
Board may specify that such Non-Qualified Option shall be subject to such other
termination and cancellation provisions as the Board may determine. The Board
may from time to time confer authority and responsibility on one or more of its
own members and/or

one or more officers of the Corporation to execute and deliver such
instruments. The proper officers of the Corporation are authorized and directed
to take any and all action necessary or advisable from time to time to carry out
the terms of such instruments.

ARTICLE IX
Benefit Plans



Awards under the Plan are not discretionary. Awards may not be used in
determining the amount of compensation for any purpose under the benefit plans
of the Corporation, or an Affiliated Corporation, except as the Board may from
time to time expressly provide. Neither the Plan, an Option or any instrument
evidencing an Option confers upon any Participant any right to continue as a
Director of, or consultant or advisor to, the Corporation or an Affiliated
Corporation. Except as specifically provided by the Board in any particular
case, the loss of existing or potential profits granted under this Plan shall
not constitute an element of damages in the event of termination of the
relationship of a Participant even if the termination is in violation of an
obligation of the Corporation to the Participant by contract or otherwise.

ARTICLE X
Amendment, Suspension or Termination of the Plan

The Board may suspend the Plan or any part thereof at any time or
may terminate the Plan in its entirety. Awards shall not be granted after Plan
termination. The Plan may not be amended more than once every six months, unless
such changes are necessary to comport with changes in the Code, the Employee
Retirement Income Security Act, or the rules thereunder. Subject to the
foregoing, the Board may also amend the Plan from time to time, except that
amendments that affect the following subjects must be approved by stockholders
of the Corporation:

(a)	Except as provided in Article XIrelative to
capital changes, the number of shares as to which Options may be, granted
pursuant to Article V;

(b)	The maximum term of Options granted

(c)	The minimum price at which Options may be granted;

(d)	The term of the Plan; and

(e)	The requirements as to eligibility for participation in the Plan.

Awards granted prior to suspension or termination of the Plan may not be
cancelled solely because of such suspension or termination, except with the
consent of the grantee of the Award.

ARTICLE XI
Changes in Capital Structure

The instruments evidencing Options granted hereunder shall be subject to
adjustment in the event of changes in the outstanding Stock of the Corporation
by reason of stock dividends, Stock splits, recapitalizations, reorganizations,
mergers, consolidations, combinations, exchanges or other relevant changes in
capitalization occurring after the date of an Award to the same extent as would
affect an actual share of Stock issued and outstanding on the effective date of
such change. Such adjustment to outstanding Options shall be made without change
in the total price 	applicable to the unexercised portion of such options,
and a corresponding adjustment in the applicable option price per share shall be
made. In the event of any such change, the aggregate number and classes of
shares for which Options may thereafter be granted under Section 5.1 of this
Plan may be appropriately adjusted as determined by the Board so as to reflect
such change.

ARTICLE XII



ARTICLE XIII Effective Date and Term of the Plan

The Plan shall become effective on October 5, 1994. The Plan shall continue
until such time as it may be terminated by action of the Board of the Committee;
provided, however, that no Options may be granted under this Plan on or after
the tenth anniversary of the effective date hereof.



ARTICLE XIII
Application of Funds

The proceeds received by the Corporation from the sale of shares pursuant to
options granted under the Plan shall be used for general corporate purposes.

ARTICLE XIV
Governmental Regulation

The Corporation's obligation to sell and deliver shares of Stock under this
Plan is subject to the approval of any governmental authority required in
connection with the authorization, issuance or sale of such shares.

ARTICLE XV
Withholding of Additional Income Taxes

Upon the exercise of a Non-Qualified Option the Corporation, in
accordance with Section 3402(a) of the Code, may require the optionee to pay
additional withholding taxes in respect of the amount that is considered
compensation includible in such person's gross income. The Board in its
discretion may condition the exercise of an Option on the payment of such
additional withholding taxes.

ARTICLE XVI
Governing Law; Construction

The validity and construction of the Plan and the instruments evidencing
Options shall, be governed by the internal laws of the Commonwealth of
Massachusetts (without regard to the conflict of law principles thereof). In
construing this Plan, the singular shall include the plural and the masculine
gender shall include the feminine and neuter, unless the context otherwise
requires.

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Centennial Technologies, Inc
AMENDMENT NO. 1
1994 FORMULA STOCK OPTION PLAN



The 1994 Formula Stock Option Plan, as amended (the "Plan"), is hereby
amended as set forth below:

1.	Article V of the Plan is hereby amended by deleting the first sentence
thereof and substituting the following therefor:

"Subject to the provisions in Article XI of this Plan, the aggregate number
of shares of Stock for which options may be granted under the Plan shall not
exceed 60,000 shares."

2.	Article 5.1 of the Plan is hereby amended by deleting the second
paragraph thereof and substituting the following therefor:

"Each non-employee Director who becomes a Director after January 1, 1994 will
receive, on the later of (i) the date he or she becomes a Director or (ii) the
effective date of this Plan, options to purchase a total of 5,000 shares of
Stock. The exercise price of such options will be 85% of the fair market value
of the shares of Stock on the date of the grant. Said options shall vest
completely and be exercisable immediately on the date of the grant."

3.	In all other respects, the Plan shall remain in full force and
effect.

Adopted by the 
Board of Directors on 
June 30, 1995

Approved by shareholders
August 9, 1995

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Centennial Technologies, Inc.
AMENDMENT NO. 2
1994 FORMULA STOCK OPTION PLAN



The 1994 Formula Stock Option Plan, as amended (the "Plan") is hereby amended
as set forth below:

1.	Article V of the Plan is hereby amended by deleting the first sentence
thereof and substituting the following therefor:

"Subject to the Provisions in Article XI of this Plan, the aggregate
	number of shares of Stock for which options may be granted under the Plan
shall not exceed 90,000 shares."

2.	The second sentence of Article 5.1 of the Plan is hereby amended by
deleting the number "1,000" set forth therein and inserting in lieu thereof the
number "1,500",

3.	In all other respects, the Plan shall remain in full force and
effect.

Effective August 30, 1995 by
virtue of a 3:2 Stock Split, in the form
of a dividend, approved by the
Board of Directors on June 30, 1995





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Centennial Technologies, Inc.
AMENDMENT NO. 3
1994 FORMULA STOCK OPTION PLAN

The 1994 Formula Stock Option Plan, as amended (the "Plan"), is hereby
amended as set forth below:

1.	Article V of the Plan is hereby amended by deleting the second
paragraph thereof and substituting the following therefor:

"The exercise price of such options will be the fair market value of the
shares of Stock on the date of the grant. Said options shall vest	completely
and be exercisable immediately on the date of the grant."

2.	In all other respects, the Plan shall remain in full force and
effect.

Adopted by the
Board of Directors
on September 26, 1996

Approved by shareholders
November 6,1996

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Centennial Technologies, Inc.
AMENDMENT NO. 4
1994 FORMULA STOCK OPTION PLAN

The 1994 Formula Stock Option Plan, as amended (the "Plan"), is hereby
amended as set forth below:

1.	Article V of the Plan is hereby amended by deleting the first sentence
A thereof and substituting the following therefor:

"Subject to the provisions in Article XI of this Plan, the aggregate number
of shares of Stock for which options may be granted under the Plan shall not
exceed 180,000 shares."

2.	The second sentence of Article 5.1 of the Plan is hereby amended by
deleting thenumber "1,500" set forth therein and inserting in lieu
thereof the number 3,000."

3.	The second paragraph of Article 5.1 of the Plan is hereby amended by
deleting the number "7,500" set forth therein and inserting in lieu thereof the
number "15,000"

4.	In all other respects, the Plan shall remain in full force and
effect.

Effective November 25, 1996 by
virtue of a 2:1 stock split, in the form
of a dividend, Approved by the
Board of Directors on
November 6,1996





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Centennial Technologies, Inc.
AMENDMENT NO. 5
1994 FORMULA STOCK OPTION PLAN



The 1994 Formula Stock Option Plan, as amended (the
''Plan''), is hereby amended as set forth below:

1.	Article V of the Plan is hereby amended by deleting the first sentence
thereof and substituting the following therefor:

"Subject to the provisions in Article XI of this Plan, the aggregate number
of shares of Stock for which options may be granted under the Plan shall not
exceed 300,000 shares"

2.	In all other respects, the Plan shall remain in full force and
effect.

Adopted by the
Board of Directors
on October 23, 1997

Approved by shareholders
September 9, 1998

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