Exhibit 4.1

CENTENNIAL TECHNOLOGIES, INC.
1994 STOCK OPTION PLAN

ARTICLE I
Purpose of the Plan

The purpose of this Plan is to encourage and enable employees,
consultants, directors and others 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 options granted hereunder, thereby stimulating their efforts on behalf of the
Corporation and strengthening their desire to remain involved with the
Corporation. Any employee, consultant or advisor 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
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 the 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 administer the Plan.

2.6     "Corporation" means CENTENNIAL TECHNOLOGIES, INC., a Delaware
Corporation, or its successor.

2.7     "Employee" means any person who is a regular full-time or part-time
employee of the Corporation or an Affiliated Corporation on or after January 7,
1994.

2.8     "Incentive Stock Option" ("ISO") means an option which qualifies as
an incentive stock option as defined in Section 422 of the Code, as amended.

2.9     "Non-Qualified Option" means any option not intended to qualify as an
Incentive Stock Option.

2.10   "Option" means an Incentive Stock Option or 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. Except as otherwise expressly provided with respect to an
Option grant, no Option granted pursuant to the Plan shall be an Incentive Stock
Option.

2.11    "Participant" means a person selected by the Committee to receive an
award under the Plan.

2.12    "Plan" means this 1994 Stock Option Plan.

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

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

2.15    "Stock" means the Common Stock, $.01 par value per share, 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 shall be administered by
the Board of Directors of the Corporation. The Board may, from time to time,
delegate any of its functions under this Plan to one or more Committees. All
references in this Plan to the Board shall also include the Committee or
Committees, if one or more have been appointed by the Board. From time to time,
the Board may 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.

If a Committee is appointed by the Board, a majority of the members of the
Committee shall constitute a quorum, and all determinations of the Committee
under the Plan may be made without notice or meeting of the Committee by a
writing signed by a majority of Committee members. On or after registration of
the Stock under the Securities Exchange Act of 1934, as amended, the Board shall
delegate the power to select directors and officers to receive Awards under the
Plan, and the timing, pricing and amount of such Awards to a Committees all
members of which shall be "disinterested persons" within the meaning of Rule
16b-3 under that Act.

3.2	Powers. The Board of Directors and/or any Committee
appointedby 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 provide regulations for the operation of the incentive
features of the Plan and otherwise to prescribe and rescind regulations for
interpretation, management and administration of the Plan,

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

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

(g)  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.

3.3	Additional Powers. In addition, as to each Option to buy Stock
of the Corporation, the Board shall have full and final authority in its
discretion: (a) to determine the number of shares of Stock subject to each
Option:, (b) so determine the time or times at which Options will be granted;
(c) to determine the option price of the shares of Stock subject to each Option,
which price shall be not less than the minimum price specified in Article V of
this Plan; (d) to determine the time or times when each Option shall become
exercisable and the duration of the exercise period (including the acceleration
of any exercise period), which shall not exceed the maximum period specified in
Article V; (e) to determine whether each Option granted shall be an Incentive
Stock Option or a Non-Qualified Option; and (f) to waive compliance by a
Participant with any obligation to be performed by him under an Option, to waive
any condition or provision of an Option, and to amendor cancel any
Option (and if an Option is cancelled, to grant a new Option on such terms as
the Board may specify), except that the Board may not take any action with
respect to an outstanding option that would adversely affect the rights of the
Participant under such option without such Participant's consent. Nothing in the
preceding sentence shall be construed as limiting the power of the Board to make
adjustments required by Article XI.

In no event may the Company grant an Employee any Incentive Stock Option that
is first exercisable during any one calendar year to the extent the aggregate
fair market value of the Stock (determined at the time the options are granted)
exceeds $100,000 (under all stock option plans of the Corporation and any
Affiliated Corporation); provided, however, that this paragraph shall have no
force and effect if its inclusion in the Plan is not necessary for Incentive
Stock Options issued under the Plan to qualify as such pursuant to Section
422(d)(1) of the Code.

ARTICLE IV
Eligibility

4.1 	Eligibility Employees. All Employees (including Directors
who are Employees) are eligible to be granted Incentive Stock Option and Non-
Qualified Option Awards under this Plan.

4.2	Consultants, Directors and Non-Employee. Any Consultant,
director (whether or not an Employee) and any other Non-Employee is eligible to
be granted Non-Qualified Option Awards under the Plan, provided the person has
not irrevocably elected to be ineligible to participate in the Plan.

4.3	Relevant Factors. In selecting individual Employees,
Consultants, Directors and other Non-Employees to whom Awards shall be granted,
the Board shall weigh such factors as are relevant to accomplish the purpose of
the Plan as stated in Article I. An individual who has been granted an Award may
be granted one or more additional Awards, if the Board so determines The
granting of an Award to any individual shall neither entitle that individual to,
nor disqualify him from, participation in any other grant of Awards.

ARTICLE V
Stock Option Awards

5.1	Number of Shares. Subject to the provisions of Article XI of
this Plan, the aggregate number of shares of Stock for which options may be
granted under the Plan shall not exceed three hundred thousand (300,000) shares,
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, repurchase rights or other
restrictions 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 Company 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.  The full term of each Option granted
hereunder shall be for such period as the Board shall determine.  In the case of
Incentive Stock options granted hereunder, the term shall not exceed ten (10)
years from the date of thereof.  Each Option shall be subject to earlier
termination as provided in Sections 6.3 and 6.4. Notwithstanding the foregoing,
the term of options intended to qualify as "Incentive Stock Options" shall not
exceed five (5) years from the date of granting hereof if such option is granted
to any employee who at the time such option is granted to any employee who at
the time such option is granted owns more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company.

5.4	Option Price.  The Option price shall be determined by the
Board atthe time may Option is granted. In the case of Incentive Stock
Options, the exercise price shall not be less than one hundred percent (100%) of
the fair market value of the shares covered thereby at the time the Incentive
Stock Option is granted (but in no event less than par value), provided that no
Incentive Stock Option shall be granted hereunder to any Employee if at the time
of grant the Employee, directly or indirectly, owns Stock possessing more than
ten percent (10%) of the combined voting power of all classes of stock of the
Corporation and its Affiliated Corporations unless the Incentive Stock Option
price equals not less than one hundred ten percent (110%) of the fair market
value of the shares covered thereby at the time the Incentive Stock Option is
Granted.

5.5	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 closing bid price (or average of bid 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.

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

5.7	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, provided that, the Board shall not accelerate the
exercise date of any Incentive Stock option granted if such acceleration would
violate the annual vesting limitation contained in Section 422(d)(1) of the
Code.

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 fun 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 5.5
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.
In the event that 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 Company's outstanding Common Stock, shall provide
for payment of interest at a rate no less than the interest rate then payable by
the Company to its principal commercial lender, or if the Company 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 (2%).

6.3	Option Unaffected by Change in Duties.  No Incentive Stock
Option (and, unless otherwise determined by the Board of Directors, no Non-
Qualified Option granted to a person who is, on the date of the grant, an
Employee of the Corporation or an Affiliated Corporation) shall be affected by
any change of duties or position of the optionee (including transfer to or from
an Affiliated Corporation), so long as he or she continues to be an Employee.
Employment shall be considered as continuing uninterrupted during any bona 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
ninety (90) 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 as interruption of
employment under the Plan, provided that such written approval contractually
obligates the Corporation or any Affiliated Corporation to continue the
employment of the optionee after the approved period of absence.

If the optionee shall cease to be an Employee for any reason other than
death, such Option shall thereafter be exercisable only to the extent of the
purchase rights, if any, which have accrued as of the date of such cessation;
provided that (i) the Board may provide in the instrument evidencing any Option
that the Board may in its absolute discretion, upon any such cessation of
employment, determine (but be under no obligation to determine) that such
accrued purchase rights shall be deemed to include additional shares covered by
such Option; and (ii) unless the Board shall otherwise provided the instrument
evidencing any Option, upon any such cessation of employment, such remaining
rights to purchase shall in any event terminate upon the earlier of (A) the
expiration of the original term of the Option; or (B) where such cessation of
employment is on account of disability, the expiration of one year from the date
of such cessation of employment and, otherwise, the expiration of three months
from such date. For purposes of the Plan, the term "disability" shall mean
"permanent and total disability" as defined in Section 22(e)(3) of the Code.

In the case of a Participant who is not an employee, provisions relating to
the exercisability of an Option following termination of service shall be
specified in the award. If not so specified, all Options held by such
Participant shall terminate on termination of services to the Corporation.

6.4	Death of Optionee.  Should an optionee die while in possession
of the legal right to exercise an Option nor 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 theretofore granted, may, unless
otherwise provided by the Board in any instrument evidencing any Option,
exercise such Options at any time prior to one year from the date of death;
provided, that such Option or Options shall expire in all events no later than
the last day of the original term of such Option; provided, further, that any
such exercise shall be limited to the purchase rights which have accrued as of
the date when the optionee ceased to be an Employee, whether by death or
otherwise, unless the Board provides in the instrument evidencing such Option
that, in the discretion of the Board, additional shares covered by such Option
may become subject to purchase immediately upon the death of the optionee.

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 which are not
inconsistent with the Plan, including restrictions applicable to shares of Stock
issued upon exercise of Options. In granting any Non-Qualified Option, the Board
may specify that such Non-Qualified Option shall be subject to the restrictions
set forth herein with respect to Incentive Stock Options, or 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 discretionary and are not a part of regular salary.
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 an employee of, or consultant or
advisor to, the Company or an Affiliated Corporation or affect the right of the
Corporation or any Affiliated Corporation to terminate them at any time. 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 Board may also amend the Plan from time to time, except that
amendments which affect the following subjects must be approved by stockholders
of the Corporation:

(a)	Except as provided in Article relative 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.

Notwithstanding the foregoing, any adjustments made pursuant to this Article
XI with respect to Incentive Stock Options shall be made only after the board,
after consulting with counsel for the Corporation, determines whether such
adjustments would constitute a "modification" of such Incentive Stock Options
(as that term is defined in Section 42-4 of the Code) or would cause any adverse
tax consequences for the holders of such Incentive Stock Options. If the Board
determines that such 	adjustments made with respect to Incentive Stock
Options would constitute a modification of such Incentive Stock Options, it may
refrain from making such adjustments.

In the event of the proposed dissolution of liquidation of the Corporation,
each Option will terminate immediately prior to the consummation of such
proposed action or at such other time and subject to such other conditions as
the Board shall determine.

Except as expressly provided herein, no issuance by the Corporation of shares
of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares subject to Options. No adjustments
shall be made for dividends paid in cash or in property other than securities of
the Corporation.

No fractional shares shall be issued under the Plan and the optionee shall
receive from the Corporation cash in lieu of such fractional shares.

ARTICLE XII
Effective Date and Term of the Plan

The Plan shall become effective on January 10, 1994. The Plan shall continue
until such time as it may be terminated by action of the Board or 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
Conversion of ISO's into Non-Qualified
Options; Termination of ISO's

The Board, at the written request of any optionee, may in its discretion
take such actions as may be necessary to convert such optionee's Incentive Stock
Options, that have not been exercised on the date of conversion, into Non-
Qualified Options at any time prior to the expiration of such Incentive Stock
Options, regardless of whether the optionee is an employee of the Corporation or
an Affiliated Corporation at the time of such conversion. Such actions may
include, but not be limited to, extending the exercise period or reducing the
exercise price of such Options. At the time of such conversion, the Board or the
Committee (with the consent of the optionee) may impose such conditions on the
exercise of the resulting Non-Qualified Options as the Board or the Committee in
its discretion may determine, provided that such conditions shall not be
inconsistent with the Plan. Nothing in the Plan shall be deemed to give any
optionee the right to have such optionee's Incentive Stock options converted
into Non-Qualified Options, and no such conversion shall occur until and unless
the Board or the Committee takes appropriate action. The Board, with the
optionee's consent, may also terminate any portion of any incentive Stock Option
that has not been exercised at the time of such termination.



ARTICLE XIV
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 XV
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 XVI
Withholding of Additional Income Taxes

Upon the exercise of a Non-Qualified Option or the making of a Disqualifying
Disposition (as defined in Article XVII 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 XVII
Notice to Company of Disqualifying Disposition

Each employee who receives an Incentive Stock Option must agree to notify the
Corporation in writing immediately after the employee makes a Disqualifying
Disposition of any Stork acquired pursuant to the exercise of an Incentive Stock
Option. A Disqualifying Disposition is any disposition (including any sale) of
such Stock before the later of (a) two years after the date the employee was
granted the Incentive Stock Option or (b) one year after the date the employee
acquired Stock by exercising the Incentive Stock Option. If the employee has
died before such stock is sold, these holding period requirements do not apply
and no Disqualifying Disposition can occur thereafter.

ARTICLE XVIII
Governing Law; Construction

The validity and construction of the Plan and the instruments evidencing
Options shall be governed by the 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 STOCK OPTION PLAN

The 1994 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 500,000 shares."

2.     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 STOCK OPTION PLAN

The 1994 Stock Option Plan, as amended (the "Plan"), is hereby amended as se
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 750,000 shares."

2.	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 STOCK OPTION PLAN

The 1994 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 1,500,000 shares."

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 STOCK OPTION PLAN

The 1994 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 3,000,000 shares."

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







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

The 1994 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 6,000,000 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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