Exhibit 4.3

Centennial Technologies, Inc.

1999 STOCK INCENTIVE PLAN

1. PURPOSE

         The purpose of this 1999 Stock Incentive Plan (the"Plan") of Centennial Technologies, Inc., a Delaware corporation (the"Company"), is to advance the interests of the Company's stockholders byenhancing the Company's ability to attract, retain and motivate persons who make(or are expected to make) important contributions to the Company by providingsuch persons with equity ownership opportunities and performance-basedincentives and thereby better aligning the interests of such persons with thoseof the  Company's stockholders.  Except where the context otherwise requires,the term "Company" shall include any of the Company's present or futuresubsidiary corporations as defined in Section 424(f) of the Internal RevenueCode of 1986, as amended, and any regulations promulgated thereunder (the"Code").

2. ELIGIBILITY

         All of the Company's employees, officers, directors,consultants and advisors (and any individuals who have accepted an offer foremployment) are eligible to be granted options, restricted stock awards, orother stock-based awards (each, an "Award") under the Plan.  Each person who hasbeen granted an Award under the Plan shall be deemed a "Participant".

3. ADMINISTRATION, DELEGATION

         ADMINISTRATION BY BOARD OF DIRECTORS.  The Plan willbe administered by the Board of Directors of the Company  (the  "Board").  TheBoard shall have authority to grant Awards and to adopt, amend and repeal suchadministrative rules, guidelines and practices relating to the Plan, as it shalldeem advisable. The Board may correct any defect, supply any omission orreconcile any inconsistency in the Plan or any Award in the manner and to theextent it shall deem expedient to carry the Plan into effect and it shall be thesole and final judge of such expediency.  All decisions by the Board shall bemade in the Board's sole discretion and shall be final and binding on allpersons having or claiming any interest in the Plan or in any Award.  Nodirector or person acting pursuant to the authority delegated by the Board shallbe liable for any action or determination relating to or under the Plan made ingood faith.

         DELEGATION TO EXECUTIVE OFFICERS. To the extentpermitted by applicable law, the Board or any Committee (as defined in Section3(c)) may delegate to one or more executive officers of the Company the power tomake Awards to new employees of the Company, excluding directors and officers,and to exercise such other powers under the Plan as the Board may determine,provided that the Board shall fix the maximum number of shares subject to Awardsand the maximum number of shares for any one Participant to be made by suchexecutive officers.

         APPOINTMENT OF COMMITTEES.  To the extent permittedby applicable law, the Board shall appoint a committee or subcommittee of theBoard (a "Committee") of not less than two members, each member of which shallbe an  "outside director" within the meaning of Section 162(m) of the Codeand a  "non-employee director" as defined in Rule 16b-3 promulgated under theSecurities Exchange Act of 1934 (the  "Exchange Act").  All references in thePlan to the "Board" shall mean the Board or a Committee of the Board or theexecutive officer referred to in Section 3(b) to the extent that the Board'spowers or authority under the Plan have been delegated to such Committee orexecutive officer.

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4. STOCK AVAILABLE FOR AWARDS

         NUMBER OF SHARES.  Subject to adjustment underSection 8, Awards may be made under the Plan for up to 1,000,000 shares ofcommon stock,  $.01 par value per share, of the Company  (the  "Common Stock").If any Award expires or is terminated, surrendered or canceled without havingbeen fully exercised or is forfeited in whole or in part or results in anyCommon Stock not being issued, the unused Common Stock covered by such Awardshall again be available for the grant of Awards under the Plan, subject,however, in the case of Incentive Stock Options (as hereinafter defined), to anylimitation required under the Code. Shares issued under the Plan may consist inwhole or in part of authorized but unissued shares or treasury shares.

         PER-PARTICIPANT LIMIT.  Subject to adjustment underSection 8, the maximum number of shares of Common Stock with respect to whichAwards may be granted to any Participant under the Plan shall be 500,000 percalendar year. The per-Participant limit described in this Section 4(b) shall beconstrued and applied consistently with Section 162(m) of the Code ("Section162(m)").

5. STOCK OPTIONS

         GENERAL. The Board may grant options to purchaseCommon Stock (each, an "Option") and determine the number of shares of CommonStock to be covered by each Option, the exercise price of each Option and theconditions and limitations applicable to the exercise of each Option, includingconditions relating to applicable federal or state securities laws, as itconsiders necessary or advisable. An Option which is not intended to be anIncentive Stock Option (as hereinafter defined) shall be designated a"Nonstatutory Stock Option".

         INCENTIVE STOCK OPTIONS.  An Option that the Boardintends to be an "incentive stock option" as defined in Section 422 of the Code(an  "Incentive Stock Option") shall only be granted to employees of the Companyand shall be subject to and shall be construed consistently with therequirements of Section 422 of the Code.  The Company shall have no liability toa Participant, or any other party, if an Option (or any part thereof) which isintended to be an Incentive Stock Option is not an Incentive Stock Option.

         EXERCISE PRICE.  The Board shall establish theexercise price at the time each Option is granted and specify it in theapplicable option agreement; provided, however, that the exercise price shall benot less than 100% of the fair market value of the Common Stock, as determinedby the Board, at the time the Option is granted.

         DURATION OF OPTIONS. Each Option shall beexercisable at such times and subject to such terms and conditions as the Boardmay specify in the applicable option agreement; provided, however, that noOption will be granted for a term in excess of 10 years.

         EXERCISE OF OPTION. Options may be exercised bydelivery to the Company of a written notice of exercise signed by the properperson or by any other form of notice  (including electronic notice) approved bythe Board together with payment in full as specified in Section 5(f) for thenumber of shares for which the Option is exercised.  No Option that isclassified as an Incentive Stock Option may be exercised within one year of thedate of grant of such Option.

         PAYMENT UPON EXERCISE.  Common Stock purchased uponthe exercise of an Option granted under the Plan shall be paid for asfollows:

         (1) in cash or by check, payable to the order of theCompany;

         (2) except as the Board may, in its sole discretion,otherwise provide in an option agreement, by (i) delivery of an  irrevocableand  unconditional undertaking  by a  creditworthy  broker  to  deliverpromptly  to  the  Company sufficient funds to pay the exercise price or (ii)delivery by the  Participant to the Company of a copy of irrevocable  andunconditional  instructions  to a creditworthy  broker  to  deliver  promptly tothe Company  cash  or a  check sufficient to pay the exercise price;

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         (3) by  delivery  of shares of Common  Stock  ownedby the  Participant valued at their fair market value as determined by (or in amanner  approved by) the Board in good faith  ("Fair  Market  Value"),  provided(i) such  method of payment is then  permitted  under  applicable law and (ii)such Common Stock was owned by the Participant at least six months prior to suchdelivery;

         (4) to the extent  permitted by the Board,  in itssole  discretion and consistent  with  applicable  law, by (i) delivery of apromissory  note of the Participant to the Company on terms  determined by theBoard, or (ii) payment of such other lawful consideration as the Board maydetermine; or

         (5)      by any combination of the above permittedforms of payment.

6. RESTRICTED STOCK

         GRANTS.  The Board may grant  Awards  entitlingrecipients  to acquire shares of Common Stock, subject to the right of theCompany to repurchase all or part of such shares at their issue price or otherstated or formula price (or to require  forfeiture  of such shares if issued atno cost) from the  recipient in the event that conditions specified by the Boardin the applicable Award are not satisfied  prior to the end of the  applicablerestriction  period  or  periods established by the Board for such Award (each,a "Restricted Stock Award").

         TERMS  AND  CONDITIONS.   The  Board  shalldetermine  the  terms  and conditions of any such  Restricted  Stock Award,including the  conditions  for repurchase (or forfeiture)  and the issue price,if any. Any stock  certificates issued in respect of a Restricted Stock Awardshall be registered in the name of the Participant and, unless otherwisedetermined by the Board,  deposited by the Participant, together with a stockpower endorsed in blank, with the Company (or its  designee).  At the expirationof the applicable  restriction  periods,  the Company (or such designee)  shalldeliver the  certificates no longer subject to such  restrictions  to theParticipant or if the  Participant  has died, to the beneficiary designated, ina manner determined by the Board, by a Participant to receive  amounts due orexercise  rights of the  Participant in the event of the Participant's  death(the  "Designated  Beneficiary").  In  the  absence  of an effectivedesignation by a Participant,  Designated  Beneficiary shall mean theParticipant's estate.

7. OTHER STOCK-BASED AWARDS

         The Board  shall have the right to grant  otherAwards  based upon the Common  Stock  having  such  terms and  conditions  asthe Board may  determine, including  the grant of  shares  based  upon  certainconditions,  the grant of securities  convertible  into Common  Stock and thegrant of stock  appreciation rights.

8. ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHEREVENTS

         CHANGES IN  CAPITALIZATION.  In the event of anystock split, reverse stock split, stock dividend, recapitalization, combinationof shares, reclassification of shares, spin-off or other similar change incapitalization or event, or any distribution to holders of Common Stock otherthan a normal cash dividend, (i) the number and class of securities availableunder this Plan, (ii) the per-Participant limit set forth in Section 4(b), (iii)the number and class of securities and exercise price per share subject to eachoutstanding Option,  (iv) the repurchase price per share subject  to eachoutstanding Restricted Stock Award, and (v) the terms of each other  outstandingAward shall be appropriately  adjusted by the Company (or substituted Awards maybe made, if applicable) to the extent the Board shall determine, in good faith,that such an adjustment (or substitution) is necessary and appropriate.  If thisSection 8(a) applies  and  Section  8(c) also  applies  to any event,  Section8(c) shall be applicable to such event, and this Section 8(a) shall not beapplicable.

         LIQUIDATION OR DISSOLUTION.  In the event of aproposed  liquidation or dissolution  of  the  Company,  the  Board  shall  uponwritten  notice  to the Participants   provide  that  all  then  unexercisedOptions  will  (i)  become exercisable  in full as of a specified  time at least10 business  days prior to the  effective  date of such  liquidation  ordissolution  and  (ii)  terminate effective upon such  liquidation ordissolution,  except to the extent exercised before such effective date. TheBoard may specify the effect of a liquidation or dissolution on any RestrictedStock Award or other Award granted under the Plan at the time of the grant ofsuch Award.

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         ACQUISITION EVENTS

                  DEFINITION.  An "Acquisition Event" shallmean: (a) any merger or consolidation of the Company with or into another entityas a result of which the Common Stock is converted  into or exchanged  for theright to receive cash, securities  or other  property or (b) any  exchange ofshares of the Company for cash,  securities  or other  property  pursuant  to astatutory  share  exchange transaction.

                  CONSEQUENCES  OF AN  ACQUISITION  EVENT ONOPTIONS.  Upon the occurrence  of an  Acquisition  Event,  or the  execution  bythe Company of any agreement with respect to an Acquisition Event, the Boardshall provide that all outstanding   Options  shall  be  assumed,   orequivalent   options  shall  be substituted,  by the  acquiring  or  succeedingcorporation  (or  an  affiliate thereof).  For purposes hereof,  an Option shallbe considered to be assumed if, following consummation of the Acquisition Event,the Option confers the right to purchase, for each share of Common Stock subjectto the Option immediately prior to the consummation of the Acquisition  Event,the consideration  (whether cash, securities or other property)  received as aresult of the Acquisition  Event by holders of Common Stock for each share ofCommon Stock held immediately prior to the consummation of the AcquisitionEvent (and if holders were offered a choice of consideration,  the type ofconsideration chosen by the holders of a majority of the  outstanding  shares ofCommon  Stock);  provided,  however,  that if the consideration received as aresult of the Acquisition Event is not solely common stock of the acquiring orsucceeding  corporation (or an affiliate thereof), the Company  may,  with theconsent of the  acquiring  or  succeeding  corporation, provide for theconsideration  to be received  upon the  exercise of Options to consist solelyof common stock of the acquiring or succeeding corporation (or an affiliatethereof)   equivalent   in  fair  market  value  to  the  per  shareconsideration  received by holders of  outstanding  shares of Common  Stock as aresult of the Acquisition Event.

                  Notwithstanding the foregoing,  if theacquiring or succeeding corporation  (or an affiliate  thereof) does not agreeto assume,  or substitute for,  such  Options,   then  the  Board  shall,   uponwritten  notice  to  the Participants,  provide that all then unexercisedOptions will become exercisable in full as of a specified time prior to theAcquisition Event and will terminate immediately prior to the consummation ofsuch Acquisition  Event,  except to the extent exercised by the Participantsbefore the consummation of such Acquisition Event;  provided,  however,  that inthe event of an Acquisition Event under the terms of which holders of CommonStock will receive upon consummation  thereof a cash  payment  for each  shareof  Common  Stock  surrendered  pursuant  to such Acquisition Event (the"Acquisition  Price"), then the Board may instead provide that  all  outstandingOptions  shall  terminate  upon  consummation  of  such Acquisition Event andthat each Participant shall receive, in exchange therefor, a cash payment equalto the amount (if any) by which (A) the  Acquisition  Price multiplied by thenumber of shares of Common Stock  subject to such  outstanding Options (whetheror not then  exercisable),  exceeds (B) the aggregate  exercise price of suchOptions.

                  CONSEQUENCES  OF AN  ACQUISITION  EVENT  ONRESTRICTED  STOCK AWARDS.  Upon the occurrence of an Acquisition  Event,  therepurchase and other rights of the Company under each outstanding  RestrictedStock Award shall inure to the  benefit  of  the  Company's  successor  andshall  apply  to the  cash, securities  or other  property  which the  CommonStock was  converted  into or exchanged for pursuant to such  Acquisition  Eventin the same manner and to the same extent as they applied to the Common Stocksubject to such Restricted Stock Award.

                  CONSEQUENCES  OF AN  ACQUISITION  EVENT ONOTHER  AWARDS.  The Board  shall  specify  the  effect of an  Acquisition  Eventon any other  Award granted under the Plan at the time of the grant of suchAward.

9. GENERAL PROVISIONS APPLICABLE TO AWARDS

         TRANSFERABILITY OF AWARDS.  Except as the Board mayotherwise determine or provide in an Award, Awards shall not be sold, assigned,transferred, pledged or  otherwise  encumbered  by the  person  to  whom  theyare  granted,  either

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voluntarily  or by operation  of law,  except by will or thelaws of descent and distribution, and, during the life of the Participant, shallbe exercisable only by the Participant.  References to a Participant,  to theextent relevant in the context, shall include references to authorizedtransferees.

         DOCUMENTATION. Each Award shall be evidenced by awritten instrument in such form as the Board shall  determine;  such writteninstrument may be in the form of an  agreement  signed by the  Company and theParticipant  or a written confirming  memorandum  to the  Participant  from theCompany.  Each  Award may contain terms and conditions in addition to those setforth in the Plan.

         BOARD DISCRETION.  Except as otherwise provided bythe Plan, each Award may be made alone or in addition or in relation to anyother Award. The terms of each Award  need not be  identical,  and the Boardneed not treat  Participants uniformly.

         TERMINATION OF STATUS. The Board shall determine theeffect on an Award of the  disability,  death,  retirement,  authorized  leaveof  absence or other change in the  employment  or other  status of aParticipant  and the extent to which,  and the period during which, theParticipant,  the  Participant's  legal representative,  conservator,  guardianor Designated  Beneficiary  may exercise rights under the Award.

         WITHHOLDING.  Each  Participant  shall  pay to  theCompany,  or  make provision satisfactory to the Board for payment of, any taxesrequired by law to be withheld in connection with Awards to such Participant nolater than the date of the event  creating  the tax  liability.  Except  as theBoard may  otherwise provide in an Award, when the Common Stock is registeredunder the Exchange Act, Participants  may, to the extent then permitted underapplicable  law,  satisfy such tax  obligations in whole or in part by deliveryof shares of Common Stock, including shares retained from the Award creating thetax obligation,  valued at their Fair Market Value. The Company may, to theextent permitted by law, deduct any such  tax  obligations  from any  paymentof any  kind  otherwise  due to a Participant.

         AMENDMENT  OF AWARD.  The  Board may  amend,  modifyor  terminate  any outstanding Award,  including but not limited to,substituting  therefor another Award  of the  same or a  different  type,changing  the  date of  exercise  or realization,  and converting an IncentiveStock Option to a Nonstatutory  Stock Option, provided that the Participant'sconsent to such action shall be required unless the Board  determines  that theaction,  taking into  account any related action, would not materially andadversely affect the Participant.

         CONDITIONS  ON DELIVERY OF STOCK.  The Company willnot be obligated to deliver  any  shares  of  Common  Stock  pursuant  to  thePlan  or  to  remove restrictions  from  shares  previously  delivered  underthe Plan  until (i) all conditions  of the Award  have been met or removed  tothe  satisfaction  of the Company,  (ii) in the opinion of the Company'scounsel,  all other legal matters in connection with the issuance and deliveryof such shares have been satisfied, including any applicable  securities  lawsand any applicable  stock exchange or stock market rules and  regulations,  and(iii) the Participant has executed and delivered to the Company suchrepresentations  or agreements as the Company may consider  appropriate tosatisfy the  requirements of any applicable laws, rules or regulations.

         Acceleration.  The Board may at any time providethat any Options shall become  immediately  exercisable in full or in part,that any Restricted  Stock Awards shall be free of restrictions in full or inpart or that any other Awards may become exercisable in full or in part or freeof some or all restrictions or conditions, or otherwise realizable in full or inpart, as the case may be.

10. MISCELLANEOUS

         NO RIGHT TO EMPLOYMENT OR OTHER STATUS.  No personshall have any claim or right to be  granted  an  Award,  and the  grant  of anAward  shall  not be construed as giving a Participant the right to continuedemployment or any other relationship with the Company.  The Company expresslyreserves the right at any time to dismiss or otherwise  terminate itsrelationship with a Participant free from any liability or claim under the Plan,except as expressly  provided in the applicable Award.

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         NO RIGHTS AS  STOCKHOLDER.  Subject to theprovisions of the applicable Award,  no  Participant  or  DesignatedBeneficiary  shall have any rights as a stockholder  with respect to any sharesof Common Stock to be  distributed  with respect  to  an  Award  untilbecoming  the  record  holder  of  such  shares. Notwithstanding  the foregoing,in the event the Company effects a split of the Common  Stock by means of astock  dividend  and the  exercise  price of and the number of shares  subjectto such  Option  are  adjusted  as of the date of the distribution  of thedividend  (rather  than as of the  record  date  for  such dividend),  then anoptionee who exercises an Option between the record date and the distributiondate for such stock dividend shall be entitled to receive,  on the  distributiondate, the stock dividend with respect to the shares of Common Stock  acquiredupon such Option  exercise,  notwithstanding  the fact that such shares were notoutstanding  as of the close of business on the record date for such stockdividend.

         EFFECTIVE DATE AND TERM OF PLAN. The Plan shallbecome effective on the date on which it is adopted by the Board,  but theclassification  of an Option granted to a  Participant  under the Plan as anIncentive  Stock Option shall be conditioned upon the approval of the Plan bythe Company's  stockholders  within one year of the  effective  date of thePlan.  No Award granted to a Participant after the first  anniversary  of theeffective date of the Plan that is intended to comply with Section 162(m) shallbecome exercisable, vested or realizable, as applicable  to such  Award,  unlessand until the Plan has been  approved by the Company's stockholders to theextent stockholder approval is required by Section 162(m) in the manner requiredunder Section 162(m)  (including the vote required under  Section  162(m)).  NoAwards  shall be  granted  under the Plan after the completion  of ten yearsfrom the  earlier of (i) the date on which the Plan was adopted  by the Board or(ii) the date the Plan was  approved  by the  Company's stockholders, but Awardspreviously granted may extend beyond that date.

         AMENDMENT OF PLAN.  The Board may amend,  suspend orterminate the Plan or any  portion  thereof at any time,  provided  that to theextent  required by Section 162(m),  no Award granted to a Participant after thefirst anniversary of the  effective  date of the Plan and  after the date ofsuch  amendment  that is intended to comply with Section 162(m) shall becomeexercisable,  realizable or vested, as applicable to such Award,  unless anduntil such amendment shall have been  approved by the  Company's  stockholdersare  required by Section  162(m) (including the vote required under Section162(m)).

         GOVERNING LAW. The provisions of the Plan and allAwards made hereunder shall be governed by and interpreted in accordance withthe laws of the State of Delaware, without regard to any applicable conflicts oflaw.

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