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EXHIBIT 10.9 -- PROPOSED 1997 EMPLOYEE STOCK PURCHASE PLAN


                                   EXHIBIT A


                       ARTICLE I - ESTABLISHMENT OF PLAN

1.01)   ADOPTION BY BOARD OF DIRECTORS.   By action of the Board of
        Directors of Empi, Inc. (the "Corporation") on February 7, 1996,
        and subject to approval by its shareholders, the Corporation has
        adopted an employee stock purchase plan pursuant to which eligible
        employees of the Corporation and certain of its Subsidiaries may be
        offered the opportunity to purchase shares of Stock of the
        Corporation.  The terms and conditions of the Plan are set forth in
        this plan document, as amended from time to time as provided
        herein.  The Corporation intends that the Plan shall qualify as an
        "employee stock purchase plan" under Section 423 of the Internal
        Revenue Code of 1986, as amended from time to time, (the "Code")
        and shall be construed in a manner consistent with the requirements
        of Code Section 423 and the regulations thereunder.

1.02)   SHAREHOLDER APPROVAL AND TERM.   This Plan shall become effective
        January 1, 1997, and shall terminate on December 31, 2001;
        provided, however, that the Plan shall be subject to approval by
        the shareholders of the Corporation within twelve (12) months after
        the Plan was adopted by the Board or, if earlier, at the next
        Annual Meeting of the Shareholders, in the manner provided under
        Code Section 423 and the regulations thereunder; and provided,
        further, that the Board of Directors may extend the term of the
        Plan for such period as the Board, in its sole discretion, deems
        advisable.  In the event that the shareholders fail to approve the
        Plan at such annual shareholders' meeting, this Plan shall not
        become effective and shall have no force or effect.

                             ARTICLE II - PURPOSE

2.01)   PURPOSE.   The primary purpose of the Plan is to provide an
        opportunity for Eligible Employees of the Corporation to become
        shareholders of the Corporation, thereby providing them with an
        incentive to remain in the Corporation's employ, to improve
        operations, to increase profits and to contribute more
        significantly to the Corporation's success.

                           ARTICLE III - DEFINITIONS

3.01)   "ADMINISTRATOR" means the Compensation and Stock Option Committee
        (the "Committee") appointed by the Board of Directors.  The
        Administrator may, in its sole discretion, authorize the officers
        of the Corporation to carry out the day-to-day operation of the
        Plan.  In its sole discretion, the Board may take such actions as
        may be taken by the Administrator, in addition to those powers
        expressly reserved to the Board under this Plan.

3.02)   "BOARD OF DIRECTORS" OR "BOARD" means the Board of Directors of
        Empi, Inc.

3.03)   "COMPENSATION" means the Participant's gross cash compensation to
        be paid during the Phase, including overtime, commissions, bonuses
        and taxable automobile allowances, but excluding disability
        payments, severance pay and other payments excluded from the
        definition of "covered compensation" under the Corporation's
        Retirement Profit Sharing and Savings Plan.

3.04)   "CORPORATION" means Empi, Inc., a Minnesota corporation.

3.05)   "DISABILITY" means the Participant's inability to engage in any
        substantial gainful activity by reason of any medically
        determinable physical or mental impairment which can be expected to
        result in death or which has lasted or can be expected to last for
        a continuous period of not less than twelve (12) months, as
        determined by a physician acceptable to the Corporation or
        Subsidiary.

3.06)   "ELIGIBLE EMPLOYEE" means any employee who is a full-time or
        part-time employee of the Corporation or one of its Subsidiaries
        and, as of the date set forth in Section 6.01, has been employed by
        the Corporation or Subsidiary for at least thirty (30) days and is
        customarily employed for more than twenty (20) hours per week.

3.07)   "ENROLLMENT PERIOD" means the period determined by the
        Administrator for purposes of accepting elections to participate during
        a Phase from Eligible Employees.


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3.08)   "PARTICIPANT" means an Eligible Employee who has been granted an
        option and is participating during a Phase through payroll
        deductions or by electing to pay a lump sum amount, subject to the
        limitations set forth in Section 9.03.

3.09)   "PHASE" means the period beginning on the date that the option
        was granted, otherwise referred to as the commencement date of the
        Phase, and ending on the date that the option is exercised,
        otherwise referred to as the termination date of the Phase.  Phases
        shall be numbered consecutively, beginning with Phase 1.

3.10)   "PLAN" means the Empi, Inc. 1997 Employee Stock Purchase Plan.

3.11)   "STOCK" means the voting Common Stock of the Corporation.

3.12)   "SUBSIDIARY" OR "SUBSIDIARIES" means any corporation defined as a
        subsidiary of the Corporation in Code Section 424(f), or any
        successor provision, as of the effective date of the Plan, and such
        other corporations that qualify as subsidiaries of the Corporation
        under Code Section 424(f), or any successor provision, as the Board
        approves to participate in this Plan from time to time.

                          ARTICLE IV - ADMINISTRATION

4.01)   ADMINISTRATION.   Except for those matters expressly reserved
        to the Board pursuant to any provisions of the Plan, the
        Administrator shall have full responsibility for administration of
        the Plan, which responsibility shall include, but shall not be
        limited to, the following:

        (a)  The Administrator shall, subject to the provisions of the Plan,
             establish, adopt and revise such rules and procedures for
             administering the Plan, and shall make all other determinations as
             it may deem necessary or advisable for the administration of the
             Plan;

        (b)  The Administrator shall, subject to the provisions of the Plan,
             determine all terms and conditions that shall apply to the grant
             and exercise of options under this Plan, including, but not
             limited to, the number of shares of Stock that may be granted,
             the date of grant, the exercise price and the manner of exercise
             of an option.  The Administrator may, in its discretion, consider
             the recommendations of the management of the Corporation when
             determining such terms and conditions;

        (c)  The Administrator shall have the exclusive authority to interpret
             the provisions of the Plan, and each such interpretation or
             determination shall be conclusive and binding for all purposes
             and on all persons, including, but not limited to, the
             Corporation and its Subsidiaries, the shareholders of the
             Corporation and its Subsidiaries, the Administrator, the Board,
             the officers and the employees of the Corporation and its
             Subsidiaries, and the Participants and the respective
             successors-in-interest of all of the foregoing; and

        (d)  The Administrator shall keep minutes of its meetings or other
             written records of its decisions regarding the Plan and shall,
             upon requests, provide copies to the Board.

                           ARTICLE V - PHASES OF THE PLAN

5.01)   PHASES.   The Plan shall be carried out in one or more Phases of
        twelve (12) months each.  Unless otherwise determined by the
        Administrator, in its discretion, Phases shall commence on January
        1 of each calendar year during the term of the Plan, with the first
        Phase beginning January 1, 1997, and ending December 31, 1997.  No
        two Phases shall run concurrently.

5.02)   LIMITATIONS.   The Administrator may, in its discretion, limit
        the number of shares available for option grants during any Phase
        as it deems appropriate.  Without limiting the foregoing, in the
        event all of the shares of Stock reserved for the grant of options
        under Section 12.01 is issued pursuant to the terms hereof prior to
        the commencement of one or more Phases or the number of shares of
        Stock remaining is so small, in the opinion of the Administrator,
        as to render administration of any succeeding Phase impracticable,
        such Phase or Phases may be canceled or the number of shares of
        Stock limited as provided herein.  In addition, if, based on the
        payroll deductions or the lump sum payments elected by Participants
        at the beginning of a Phase, the Administrator determines that the
        number of shares of Stock which would be purchased at the end of a
        Phase exceeds the number of shares of Stock remaining reserved
        under Section 12.01 hereof for issuance under the Plan, or if the
        number of shares of Stock for which options are to be granted
        exceeds the number of shares designated for option grants by the
        Administrator for such Phase, then the Administrator shall make a
        pro rata allocation of the shares of Stock remaining available in
        as nearly uniform and equitable a manner as the


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        Administrator shall consider practicable as of the commencement
        date of the Phase or, if the Administrator so elects, as of the
        termination date of the Phase.  In the event such allocation is
        made as of the commencement date of a Phase, the payroll deductions
        or lump sum payments which otherwise would have been made by or on
        behalf of Participants shall be reduced accordingly.

                           ARTICLE VI - ELIGIBILITY

6.01)   ELIGIBILITY.   Subject to the limitations of Section 9.03, each
        employee who is an Eligible Employee on the first of December
        immediately prior to the commencement of a Phase shall be eligible
        to participate in such Phase.  If, in the discretion of the
        Administrator, any Phase commences on a date other than January 1,
        whether an employee is an Eligible Employee shall be determined on
        a date selected by the Administrator, which date shall be at least
        thirty (30) days prior to the commencement date of the Phase.

                          ARTICLE VII - PARTICIPATION

7.01)   PARTICIPATION.   Participation in the Plan is voluntary.  An
        Eligible Employee who desires to participate in any Phase of the
        Plan must complete the Plan enrollment form provided by the
        Administrator and deliver such form to the Administrator or its
        designated representative during the Enrollment Period established
        by the Administrator prior to the commencement date of the Phase.
        The Administrator may, in its discretion and subject to rules of
        uniform application, provide that an Eligible Employee's election
        to participate in a Phase shall apply to all subsequent Phases of
        the Plan.

                            ARTICLE VIII - PAYMENT

8.01)   ENROLLMENT.   Each Participant shall designate on the Plan
        enrollment form a percentage of such Participant's Compensation to
        be paid on an after-tax basis during the Phase.  Such percentage
        shall be at least one percent (1%) but not more than ten percent
        (10%) of such Participant's Compensation to be paid during such
        Phase, or such other maximum percentage as the Administrator may
        establish from time to time, and must be designated in whole
        percentages.  In order to be effective, such Plan enrollment form
        must be properly completed and received by the Administrator by the
        due date indicated on such form, or by such other date established
        by the Administrator.  Each Participant shall also indicate on the
        Plan enrollment forms whether the percentage of Compensation
        elected by such Participant shall be paid by payroll deductions
        during the Phase or in a lump sum payment prior to the termination
        of the Phase.  Participants must elect either payroll deductions or
        a lump sum payment and not a combination of both payment methods.
        Participants cannot change the payment method after the due date
        for submitting the Plan enrollment form established by the
        Administrator.

8.02)   PAYROLL DEDUCTIONS.   Payroll deductions for a Participant shall
        commence on the first paycheck issued for the payroll period which
        begins on or immediately after the commencement date of the Phase
        and shall terminate on the last paycheck issued for the payroll
        period which begins on or immediately prior to the termination date
        of that Phase, unless the Participant elects to discontinue payroll
        deductions or exercises his or her right to withdraw all
        accumulated payroll deductions previously withheld during the Phase
        as provided in Article 10 hereof.  The authorized payroll
        deductions shall be made over the pay periods of such Phase by
        deducting from the Participant's Compensation for each such pay
        period that percentage specified by the Participant in the Plan
        enrollment form.

8.03)   LUMP SUM PAYMENTS.   Unless otherwise determined by the
        Administrator, lump sum payments must be received by the
        Corporation on a date prior to the termination of the Phase as
        established by the Administrator, and must be in such form as
        approved by the Administrator. If payment is not made by such due
        date or is made in an unauthorized form, the option granted
        pursuant to Article IX shall lapse in its entirety, and any amounts
        paid to the Corporation shall be returned to the Participant,
        without interest, as soon as administratively feasible.  During the
        last month of the Phase, a Participant may decrease the percentage
        of his or her Compensation designated to be paid in a lump sum
        payment by completing and filing such forms as the Administrator
        may require.

8.04)   INCREASES OR DECREASES DURING A PHASE.   In addition to the right
        to discontinue or withdraw payroll deductions during a Phase as
        provided in Article X, a Participant may increase or decrease the
        percentage of Compensation designated to be deducted as payroll
        deductions during a Phase by completing and filing such forms as
        the Administrator may require.  Such increase or decrease shall be
        effective with the next payroll period beginning after the date
        that the Administrator receives such forms and shall apply to all
        remaining Compensation paid during the Phase.  The Participant may
        exercise the right to increase or decrease his or her payroll
        deductions only once during each Phase.


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8.05)   CHANGE IN COMPENSATION DURING A PHASE.   In the event that the
        Participant elects to make payroll deductions during a Phase and
        such Participant's Compensation is discontinued or reduced during
        the Phase for any reason, such that the amount actually withheld on
        behalf of the Participant as of the termination date of the Phase
        is less than the amount anticipated to be withheld as determined on
        the commencement date of the Phase, then the extent to which the
        Participant may exercise his or her option shall be based on the
        amounts actually withheld on his or her behalf.  In the event of a
        change in the pay period of any Participant, such as from biweekly
        to monthly, an appropriate adjustment shall be made to the
        deduction in each new pay period so as to insure the deduction of
        the proper amount authorized by the Participant.

                             ARTICLE IX - OPTIONS

9.01)   GRANT OF OPTION.   Subject to Article X, a Participant who has
        elected to participate in the manner described in Article VIII and
        who is employed by the Corporation or a Subsidiary as of the
        commencement date of a Phase shall be granted an option as of such
        date to purchase that number of whole shares of Stock determined by
        dividing the total amount to be credited to the Participant's
        account by the option price per share set forth in Section 9.02(a)
        below.  The option price per share for such Stock shall be
        determined under Section 9.02 hereof, and the number of shares
        exercisable shall be determined under Section 9.03 hereof.

9.02)   OPTION PRICE.   Subject to the limitations hereinbelow, the
        option price for such Stock shall be the lower of the amounts
        determined under paragraphs (a) and (b) below:

        (a)  Eighty-five percent (85%) of the closing price for a share of the
             Corporation's Stock as reported on the NASDAQ National Market
             System or on an established securities exchange as of the
             commencement date of the Phase; or

        (b)  Eighty-five percent (85%) of the closing price for a share of the
             Corporation's Stock as reported on the NASDAQ National Market
             System or on an established securities exchange as of the
             termination date of the Phase.

             In the event that the commencement or termination date of a Phase
             is a Saturday, Sunday or holiday, or in the event there was no
             trade of the Corporation's Stock on such applicable date, the
             amounts determined under the foregoing subsections shall be
             determined using the price as of the last preceding trading day.

             If the Corporation's Stock is not listed on the NASDAQ National
             Market System or on an established securities exchange, then the
             option price shall equal the lesser of (i) eighty-five percent
             (85%) of the fair market value of a share of the Corporation's
             Stock as of the commencement date of the Phase; or (ii)
             eighty-five percent (85%) of the fair market value of such stock
             as of the termination date of the Phase.  Such "fair market
             value" shall be determined by the Board.

9.03)   LIMITATIONS.   No employee shall be granted an option hereunder:

        (a)  Which permits his or her rights to purchase Stock under all
             employee stock purchase plans of the Corporation or its
             Subsidiaries to accrue at a rate which exceeds Twenty-Five
             Thousand Dollars ($25,000) of fair market value of such Stock
             (determined at the time such option is granted) for each calendar
             year in which such option is outstanding at any time;

        (b)  If such employee would own and/or hold, immediately after the
             grant of the option, Stock possessing five percent (5%) or more
             of the total combined voting power or value of all classes of
             stock of the Corporation or of any Subsidiary.  For purposes of
             determining stock ownership under this paragraph, the rules of
             Section 424(d), or any successor provision, of the Code shall
             apply.

        (c)  Which, if exercised, would cause the limits established by the
             Administrator under Section 5.02 to be exceeded.

9.04)   EXERCISE OF OPTION.   In addition to a Participant's right of
        withdrawal provided in Section 10.01, any Participant may, by
        written notice to the Corporation at any time during the last month
        of the Phase, elect, effective as of such termination date, not to
        exercise the option for any or all of the shares Stock subject to
        the option or may elect to reduce the amount of Compensation used
        to exercise the option, in which event such option shall be
        exercised or shall lapse in whole or in part in accordance with the
        Participant's election.

        If a Participant fails to give such written notice to the
        Corporation, such Participant's option for the purchase of the
        shares of Stock will be exercised automatically on the termination
        date of that Phase, subject to the timely


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        and appropriate receipt of any lump sum payment elected by such
        Participant. Except as otherwise provided for lump sum payments in
        Section 9.05, in no event shall a Participant be allowed to
        exercise an option for more shares of Stock than can be purchased
        with the payroll deductions accumulated or lump sum payment made by
        the Participant during such Phase, whether or not such amounts are
        less than the full percentage amount that such Participant elected
        to contribute at the beginning of such Phase.

9.05)   DELIVERY OF SHARES.   As promptly as practicable after the
        termination of any Phase, the Corporation's transfer agent or other
        authorized representative shall deliver to each Participant herein
        certificates for that number of whole shares of Stock purchased
        upon the exercise of the Participant's option.  The Corporation
        may, in its sole discretion, arrange with the Corporation's
        transfer agent or other authorized representative to establish, at
        the direction of the Participant, individual securities accounts to
        which will be credited that number of whole shares of Stock that
        are purchased upon such exercise, such securities account to be
        subject to such terms and conditions as may be imposed by the
        transfer agent or authorized representative.

        Any accumulated payroll deductions or portion of a lump sum payment
        remaining after the exercise of the Participant's option shall be
        returned to the Participant, without interest; provided, however,
        that the Corporation may, under rules of uniform application,
        retain such remaining amount in the Participant's bookkeeping
        account and apply it toward the purchase of shares of Stock in the
        next succeeding Phase, unless the Participant requests a withdrawal
        of such amount pursuant to Section 10.01.

        If the Participant elected to make a lump sum payment and the final
        amount of such lump sum payment cannot be determined by the end of
        the Phase, the Corporation shall have the right to deduct from the
        first paycheck issued for the payroll period which begins on or
        immediately after the commencement date of the next Phase any
        amount that may remain due and payable for the shares of Stock
        purchased upon the exercise of the Participant's option.

                    ARTICLE X - WITHDRAWAL OR DISCONTINUATION

10.01)  Withdrawal.   At any time during a Phase, a Participant may
        request a withdrawal of all accumulated payroll deductions, or
        during the last month of the phase may request a withdrawal of all
        lump sum payments, then credited to the Participant's bookkeeping
        account by completing and returning such forms as the Administrator
        may require.  As soon as administratively feasible after the
        Administrator's receipt of such forms, all payroll deductions or
        lump sum payments credited to the bookkeeping account for the
        Participant during that Phase will be paid to such Participant,
        without interest.  No further lump sum payments or payroll
        deductions will be made by or on behalf of the Participant in any
        Phase until the Participant completes a new Plan enrollment form as
        provided in Section 8.01 above.  If, during a Phase, the
        Participant requests a withdrawal, the option granted to the
        Participant under that Phase of the Plan shall immediately lapse
        and shall not be exercisable.  Partial withdrawals are not
        permitted, except as provided in Section 9.04.

10.02)  DISCONTINUATION.   A Participant may also request that the
        Administrator discontinue any further payroll deductions that would
        otherwise be made during the remainder of the Phase by completing
        and filing such forms as the Administrator may require.  The
        Participant's request shall be effective as of the beginning of the
        next payroll period immediately following the date that the
        Administrator receives such forms. Upon the effective date of the
        Participant's request, the Corporation will discontinue making
        payroll deductions for such Participant for that Phase.

                      ARTICLE XI - TERMINATION OF EMPLOYMENT

11.01)  DEATH.   If a Participant dies prior to the period commencing
        three (3) months before the termination date of a Phase, the
        payroll deductions credited to the Participant's bookkeeping
        account for such Phase, if any, shall be paid to the Participant's
        validly designated beneficiary as soon as administratively feasible
        after the Participant's date of death.  If the Participant elected
        to make a lump sum payment at the end of the Phase, such election
        shall terminate and shall be of no further force and effect.  Any
        option granted to such Participant under the Plan shall immediately
        lapse and shall not be exercisable.

        If there is no living and validly designated beneficiary on the
        date of the Participant's death, the Corporation shall deliver the
        payroll deductions credited to the Participant's bookkeeping
        account, if any, to the representative of the Participant's estate.
        If, to the knowledge of the Corporation, no such representative
        has been appointed as of the date such amounts are to be paid, the
        Corporation may, in its discretion, pay such



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        amounts to the spouse of the Participant or to any one or more
        dependents or relatives of the Participant.  If no such spouse,
        dependent or relative is known to the Corporation, the Corporation
        may, in its discretion, pay such amounts to such other person as
        the Corporation may designate.

11.02)  DISABILITY.   If a Participant's employment terminates with the
        Corporation or Subsidiary because of Disability prior to the period
        commencing three (3) months before the termination date of a Phase,
        the payroll deductions credited to the Participant's bookkeeping
        account for such Phase, if any, shall be returned to the
        Participant, without interest, as soon as administratively feasible
        after such termination.  If the Participant elected to make a lump
        sum payment at the end of the Phase, such election shall terminate
        and shall be of no further force and effect. Any option granted to
        such Participant under the Plan shall immediately lapse and shall
        not be exercisable.

        If a Participant's employment terminates with the Corporation or
        Subsidiary because of Disability during the last three (3) months
        of a Phase, such Participant shall remain a Participant hereunder
        until the earlier of (i) the Participant's death, and (ii) the
        termination of the Phase and the distribution of the shares of
        Stock and/or cash payments, as the case may be.

11.03)  OTHER TERMINATIONS.   If a Participant's employment with
        the Corporation or Subsidiary terminates for any reason other than
        death or Disability prior to the last month of a Phase, the payroll
        deductions credited to such Participant's bookkeeping account for
        such Phase, if any, shall be returned to the Participant, without
        interest, as soon as administratively feasible after such
        termination.  If such Participant elected to make a lump sum
        payment at the end of the Phase, such election shall terminate and
        shall be of no further force and effect.  Any option granted to
        such Participant under the Plan shall immediately lapse and shall
        not be exercisable.

        If a Participant's employment terminates with the Corporation or
        Subsidiary for any reason other than death or Disability during the
        last month of a Phase, such Participant shall remain a Participant
        hereunder until the earlier of (i) the Participant's death, and
        (ii) the termination of the Phase and the distribution of the
        shares of Stock and/or cash payments, as the case may be.

11.04)  EXERCISE BY ESTATE OR BENEFICIARY.   If a Participant:

        (a)  Dies during the last three (3) months of a Phase while an active
             employee;

        (b)  Terminates employment with the Corporation because of Disability
             during the last three (3) months of a Phase and subsequently dies
             before the termination of the Phase in which the Participant
             terminated employment; or

        (c)  Terminates employment for any other reason during the last month
             of a Phase and subsequently dies before the termination of the
             Phase in which the Participant terminated employment; then, in
             any of such events, the Participant's option may be exercised by
             the Participant's validly designated beneficiary as of the
             termination date of the Phase by using the payroll deductions
             credited to the deceased Participant's bookkeeping account to
             purchase the shares of Stock or by paying to the Company in a
             timely and authorized form the lump sum payment, if any, elected
             by the deceased Participant at the commencement of the Phase.  If
             there is no living and validly designated beneficiary as of the
             termination date of the Phase, the option will lapse unexercised
             on the such termination date; provided, however, that if a
             representative of such Participant's estate has been duly
             appointed on or before the termination date of the Phase, such
             representative may exercise the option on behalf of the
             Participant's estate.  If such beneficiary or representative, as
             the case may be, exercises the Participant's option pursuant to
             this Section 11.04, the beneficiary or the representative shall
             have the same rights to exercise the option in whole or in part
             on behalf of the Participant as if the Participant had survived
             to the termination date of the Phase and shall be entitled to
             receive any shares of Stock and/or cash payments as a result of
             such exercise.

             If the option lapses without exercise pursuant to this Section
             11.04, any payroll deductions credited to the Participant's
             bookkeeping account as of such Participant's death will be paid
             to the representative of the Participant's estate, without
             interest, as soon as administratively feasible after the
             termination of the Phase.  If, to the knowledge of the
             Corporation, no such representative has been appointed as of the
             date such amounts are to be paid, the Corporation may, in its
             discretion, pay such amounts to the spouse of the Participant or
             to any one or more dependents or relatives of the Participant.
             If no such spouse, dependent or relative is known to the
             Corporation, the Corporation may, in its discretion, pay such
             amounts to such other person as the Corporation may designate.


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11.05)  DEATH AFTER EXERCISE OF OPTION.   In the event a Participant dies
        after exercise of the Participant's option but prior to delivery of
        the Stock and/or cash payments, as the case may be, as a result of
        the exercise of the option, any such Stock and/or cash payments
        shall be delivered by the Corporation to the representative of the
        Participant's estate.  If no such representative has been appointed
        as of the date such Stock and/or cash payments are to be delivered,
        such Stock and/or cash payments shall be held by the Corporation
        until it receives written notification from the Participant's
        estate of such appointment, at which time such Stock and/or cash
        payments shall be delivered to such representative.
        Notwithstanding the foregoing, if no Stock is to be transferred,
        the Corporation may, in its discretion, deliver the cash payments
        in accordance with the provisions Section 11.04 as if the
        Participant died prior to the exercise of the option and the option
        lapsed without exercise.

11.06)  DESIGNATION OF BENEFICIARY.   A Participant may file with the
        Corporation a written designation of a beneficiary who is to
        receive any payroll deductions credited to the Participant's
        bookkeeping account under any Phase of the Plan or who shall have
        the right to exercise the Participant's option and become entitled
        to any Stock and/or cash payments upon such exercise, as the case
        may be, as provided in this Article XI. The Participant may change
        his or her beneficiary designation at any time by written notice to
        the Corporation.  The Corporation may, in its discretion, require
        proof of the identity of a beneficiary or proof of the existence of
        a valid beneficiary designation prior to the delivery of any Stock
        or cash payments pursuant to this Article XI.

        The Corporation will not be responsible for or be required to give
        effect to the disposition of any cash payments or Stock or the
        exercise of any option in accordance with any will or other
        testamentary disposition made by such Participant or in accordance
        with the provisions of any law concerning intestacy, or otherwise.
        No person shall, prior to the death of a Participant, acquire any
        interest in any Stock, in any option or in the payroll deductions
        credited to the Participant's bookkeeping account during any Phase
        of the Plan.

11.07)  In the event that any Subsidiary ceases to be a Subsidiary of the
        Corporation, the employees of such Subsidiary shall be considered
        to have terminated their employment for purposes of Section 11.03
        hereof as of the date the Subsidiary ceased to be a Subsidiary of
        the Corporation.

                     ARTICLE XII - STOCK RESERVED FOR OPTIONS

12.01)  Three Hundred Thousand (300,000) shares of Stock, which may be
        authorized but unissued shares of the Corporation (or the number
        and kind of securities to which said 300,000 shares may be adjusted
        in accordance with Section 14.01 hereof) are reserved for issuance
        upon the exercise of options to be granted under the Plan.  Shares
        subject to the unexercised portion of any lapsed or expired option
        may again be subject to option under the Plan.

12.02)  The Participant shall have no rights as a shareholder with
        respect to any shares of Stock subject to the Participant's option
        until the date of the issuance of a stock certificate evidencing
        such shares as provided in Section 9.05.  No adjustment shall be
        made for dividends (ordinary or extraordinary, whether in cash,
        securities or other property), distributions or other rights for
        which the record date is prior to the date such stock certificate
        is actually issued, except as otherwise provided in Section 14.01
        hereof.

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                     ARTICLE XIII - ACCOUNTING AND USE OF FUNDS

13.01)  Payroll deductions and lump sum payments made by Participants
        shall be credited to bookkeeping accounts established by the
        Corporation for each such Participant under the Plan.  A
        Participant may not make any other cash payments into such account.
        Such account shall be solely for bookkeeping purposes and shall
        not require the Corporation to establish any separate fund or trust
        hereunder.  All funds from payroll deductions and lump sum payments
        received or held by the Corporation under the Plan may be used,
        without limitation, for any corporate purpose by the Corporation,
        which shall not be obligated to segregate such funds from its other
        funds. In no event shall Participants be entitled to interest on
        the amounts credited to such bookkeeping accounts.

                         ARTICLE XIV - ADJUSTMENT PROVISION

14.01)  Subject to any required action by the shareholders of the
        Corporation, in the event of an increase or decrease in the number
        of outstanding shares of Stock or in the event the Stock is changed
        into or exchanged for a different number or kind of shares of stock
        or other securities of the Corporation or another corporation by
        reason of a reorganization, merger, consolidation, divestiture
        (including a spin-off), liquidation, recapitalization,
        reclassification, stock dividend, stock split, combination of
        shares, rights offering or any other change in the corporate
        structure or shares of the Corporation, the Board (or, if the
        Corporation is not the surviving corporation in any such
        transaction, the board of directors of the surviving corporation),
        in its sole discretion, shall adjust the number and kind of
        securities subject to and reserved under the Plan and, to prevent
        the dilution or enlargement of rights of those Eligible Employees
        to whom options have been granted, shall adjust the number and kind
        of securities subject to such outstanding options and, where
        applicable, the exercise price per share for such securities.

        In the event of the sale by the Corporation of substantially all of
        its assets and the consequent discontinuance of its business, or in
        the event of a merger, exchange, consolidation, reorganization,
        divestiture (including a spin-off), liquidation, reclassification
        or extraordinary dividend (collectively referred to as a
        "transaction"), after which the Corporation is not the surviving
        corporation, the Board may, in its sole discretion, provide for one
        or more of the following:

        (a)  The acceleration of the exercisability of outstanding options
             granted at the commencement of the Phase then in effect, to the
             extent of the accumulated payroll deductions made as of the date
             of such acceleration pursuant to Article 8 hereof, and, with
             respect to those Participants who elected to make lump sum
             payments, the opportunity to make all or a portion of such
             payments for the exercise of their options;

        (b)  The complete termination of this Plan and a refund of amounts
             credited to the Participants' bookkeeping accounts hereunder; or

        (c)  The continuance of the Plan only with respect to completion of
             the then current Phase and the exercise of options thereunder.
             In the event of such continuance, Participants shall have the
             right to exercise their options as to an equivalent number of
             shares of stock of the corporation succeeding the Corporation by
             reason of such transaction.

             In the event of a transaction where the Corporation survives,
             then the Plan shall continue in effect, unless the Board takes
             one or more of the actions set forth above.  The grant of an
             option pursuant to the Plan shall not limit in any way the right
             or power of the Corporation to make adjustments,
             reclassifications, reorganizations or changes in its capital or
             business structure or to merge, exchange or consolidate or to
             dissolve, liquidate, sell or transfer all or any part of its
             business or assets.

                  ARTICLE XV - NONTRANSFERABILITY OF OPTIONS

15.01)  Options granted under any Phase of the Plan shall not be
        transferable and shall be exercisable only by the Participant
        during the Participant's lifetime.  After the Participant's death,
        the option shall be exercisable only by the Participant's validly
        designated beneficiary or the representative of the Participant's
        estate as provided in Article XI.

15.02)  Neither payroll deductions granted to a Participant's account,
        nor any rights with regard to the exercise of an option or to
        receive Stock under any Phase of the Plan may be assigned,
        transferred, pledged or otherwise disposed of in any way by the
        Participant.  Any such attempted assignment, transfer, pledge or
        other disposition shall be null and void and without effect, except
        that the Corporation may, at its option, treat such act as an
        election to withdraw in accordance with Section 10.01.


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                     ARTICLE XVI - AMENDMENT AND TERMINATION

16.01)  The Plan may be terminated at any time by the Board of Directors,
        provided that, except as permitted in Section 14.01 hereof, no such
        termination shall take effect with respect to any options then
        outstanding. The Board may, from time to time, amend the Plan as it
        may deem proper and in the best interests of the Corporation or as
        may be necessary to comply with Code Section 423, or any successor
        provision, or other applicable laws or regulations; provided,
        however, no such amendment shall, without the consent of a
        Participant, materially adversely affect or impair the right of a
        Participant with respect to any outstanding option; and provided,
        further, that no such amendment shall, unless the shareholders of
        the Corporation have approved the same, directly or indirectly:

        (a)  Increase the total number of shares for which options may be
             granted under the Plan (except as provided in Section 14.01
             herein);

        (b)  Modify the group of Subsidiaries whose employees may be eligible
             to participate in the Plan or materially modify any other
             requirements as to eligibility for participation in the Plan; or

        (c)  Materially increase the benefits accruing to Participants under
             the Plan.

                            ARTICLE XVII - NOTICES

17.01)  All notices, forms, elections or other communications in
        connection with the Plan or any Phase thereof shall be in such form
        as specified by the Corporation from time to time, and shall be
        deemed to have been duly given when received by the Participant or
        his or her personal representative or by the Corporation or its
        designated representative, as the case may be.


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