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Exhibit 4.1

                          MINUTEMAN INTERNATIONAL, INC.
                           2000 RESTRICTED STOCK PLAN

         The Minuteman International, Inc. 2000 Restricted Stock Plan (the
"Plan") was adopted by the Board of Directors of Minuteman International, Inc.
(the "Company"), effective as of January 1, 2000 and was approved by the Board
of Directors (the "Board") on October 20, 1999. The Plan shall remain in effect
through December 31, 2009. After the termination of the Plan, no further Awards
may be granted; however, outstanding Awards shall remain in effect in accordance
with their terms and the terms of the Plan.

1.       Purpose

         The purpose of the Plan is to attract and retain the services of key
management employees of the Company and to provide such persons with a
proprietary interest in the Company through the granting of restricted stock
that will increase the interest of such persons in the Company's welfare,
furnish an incentive to such persons to continue their services for the Company
and provide a means through which the Company may attract able persons as
employees.

2.       Definitions

         "Award" means an award or grant made to a Participant under Section 7.

         "Award Agreement" means the agreement provided in connection with an
Award under Section 13.

         "Award Date" means the date that an Award is made, as specified in an
Award Agreement. Generally, this date shall be within thirty (30) days from the
date the Company files its Form 10-K with the Securities and Exchange
Commission.

         "Board" means the Board of Directors of the Company.

         "CEO" means the chief executive officer of the Company.

         "Change of Control" means any of the following: (i) any consolidation,
merger or share exchange of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which the shares of Common
Stock would be converted into cash, securities or other property, other than a
consolidation, merger or share exchange of the Company in which the holders of
Common Stock immediately prior to such transaction have the same proportionate
ownership of Common Stock of the surviving corporation immediately after such
transaction; (ii) any sale, lease, exchange or other transfer (excluding
transfer by way of pledge or hypothecation) in one transaction or a series of
related transactions, of all or substantially all of the assets of the Company;
(iii) the stockholders of the Company approve any plan or proposal for the
liquidation or dissolution of the Company; (iv) the cessation of control (by
virtue of their not constituting a majority of directors) of the Board by the
individuals (the "Continuing Directors") who (x) at the date of this Plan were
directors or


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(y) become directors after the date of this Plan and whose election or
nomination for election by the Company's stockholders was approved by a vote of
at least two-thirds of the directors then in office who were directors at the
date of this Plan or whose election or nomination for election was previously so
approved; (v) the acquisition of beneficial ownership (within the meaning of
Rule 13d-3 under the 1934 Act) of an aggregate of 20% of the voting power of the
Company's outstanding voting securities by any person or group (as such term is
used in Rule 13d-5 under the 1934 Act) who beneficially owned less than 15% of
the voting power of the Company's outstanding voting securities on the date of
this Plan, provided, however, that notwithstanding the foregoing, an acquisition
shall not constitute a Change of Control hereunder if (x) the acquirer is a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company and acting in such capacity, (y) the acquirer is any other person
whose acquisition of shares of voting securities is approved in advance by a
majority of the Continuing Directors or (z) the acquisition is made from
Hako-Werke International GmbH ("Hako-Werke") or an affiliate of Hako-Werke; or
(vi) in a Title 11 bankruptcy proceeding the appointment of a trustee or the
conversion of a case involving the Company to a case under Chapter 7.

         "Code" means the Internal Revenue Code of 1986, as amended, or any
successor legislation.

         "Committee" means the committee appointed or designated by the Board to
administer the Plan.

         "Common Stock" means the common stock which the Company is currently
authorized to issue or may in the future be authorized to issue.

         "Dividend Equivalent" means an amount equal to the amount of the cash
dividends that are declared and become payable after the Award Date for the
Award to which it relates and on or before the date upon which payment thereof
is to be made.

         "Employee" means a common-law employee of the Company.

         "Fair Market Value" of a share of Common Stock is the mean of the
highest and lowest prices per share on the NASDAQ Exchange Consolidated Tape, or
such reporting service as the Committee may select, on the appropriate date, or
in the absence of reported sales on such day, the most recent previous day for
which sales were reported.

         "1934 Act" means the Securities Exchange Act of 1934, as amended, or
any successor legislation.

         "Participant" means an Employee or officer of the Company who has been
selected by the Committee to receive an Award under the Plan.

         "Plan" means the Minuteman International, Inc. 2000 Restricted Stock
Plan, as amended from time to time.

         "Restricted Stock" means shares of Common Stock subject to restrictions
and conditions pursuant to Section 7.

         "Retirement" means the Participant's termination of employment with the
Company at a time



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that is determined by the Committee to be retirement; and

         "Total Disability" means the permanent inability of the Participant,
which is a result of accident or sickness, to perform such Participant's
occupation or employment for which the Participant is suited by reason of the
Participant's previous training, education and experience and which results in
the termination of the Participant's employment with the Company.

3.       Plan Administration

         (a)      The Committee shall be responsible for administering the Plan.

                  (i) Composition of the Committee. The Committee shall be
         comprised of the entire Board or a committee of two or more members of
         the Board, all of whom shall be "non-employee directors" as defined in
         Rule 16b-3.

                  (ii) Powers. The Committee shall have full and exclusive
         discretionary power to interpret the Plan and to adopt such rules,
         regulations and guidelines for administering the Plan as the Committee
         may deem necessary or proper. Such power shall include, but not be
         limited to, establishing all Award terms and conditions and, subject to
         Section 13, adopting modifications and amendments to the Plan or any
         Award Agreement, including without limitation, any that are necessary
         to comply with the laws of the countries in which the Company or its
         affiliates operate.

                  (iii) Delegation. The Committee may delegate to one more of
         its members or to one or more agents or advisors such non-discretionary
         administrative duties as it may deem advisable, and the Committee or
         any person to whom it has delegated duties as aforesaid may employ one
         or more persons to render advice with respect to any responsibility the
         Committee or such persons may have under the Plan.

         (b) The Committee may employ attorneys, consultants, accountants and
other persons, and the Committee, the Company and its officers and directors
shall be entitled to rely upon the advice, opinions or valuations of any such
persons. All actions taken and all interpretations and determinations made by
the Committee in good faith shall be final and binding upon the Participants,
the Company and all other interested persons. No member of the Committee shall
be personally liable for any action, determination, or interpretation made in
good faith with respect to the Plan or Awards, and all members of the Committee
shall be fully protected by the Company, to the fullest extent permitted by
applicable law, in respect to any such action, determination and interpretation.

4.       Eligibility

         Notwithstanding anything contrary in the Plan, for purposes of
determining eligibility for participation in the Plan, the CEO shall have full
and exclusive discretionary power to determine eligibility. However, with
respect to the CEO, eligibility to participate in the Plan shall be determined
by the Board.

         Any Employee whose judgment, initiative and efforts contributed or may
be expected to


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contribute to the successful performance of the Company is eligible to
participate in the Plan. The Committee, upon its own action, may grant, but
shall not be required to grant, an Award to any Employee. Awards may be granted
by the Committee at any time and from time to time to new Participants, or then
Participants, or to the greater or lesser number of Participants, and may
include or exclude previous Participants, as the Committee shall determine. The
Committee's determinations under the Plan (including without limitation the
form, amount and timing of such Awards, the terms and provisions of such Awards
and the Award Agreements evidencing the same) need not be uniform and may be
made by it selectively among Employees who receive, or are eligible to receive,
Awards under the Plan.

5.       Authorized Awards; Limitations

         (a) Except for adjustments pursuant to Section 6, the maximum number of
shares of Common Stock that shall be available for issuance under the Plan shall
be 150,000.

         (b) If an Award expires unexercised or is forfeited, surrendered,
canceled, terminated or settled in cash in lieu of Common Stock, the shares of
Common Stock that were theretofore subject (or potentially subject) to such
Award may again be made subject to an Award Agreement.

6.       Adjustments and Reorganizations

         In the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, extraordinary
dividend, spin-off, split-off, rights offering, share combination, or other
change in the corporate structure of the Company affecting the Common Stock, the
number and kind of shares that may be delivered under the Plan shall be subject
to such adjustment as the Committee, in its sole discretion, may deem
appropriate, and the number and kind and price of shares subject to outstanding
Awards and any other terms of outstanding Awards shall be subject to such
adjustment as the Committee, in its sole discretion, may deem appropriate.

         In the event of a Change in Control, then, notwithstanding any other
provision in this Plan to the contrary, all restriction periods applicable to
Awards of Restricted Stock shall automatically expire. The determination of the
Committee that any of the foregoing conditions has been met shall be binding and
conclusive on all parties.

7.       Restricted Stock Awards

         (a) Restricted Stock. The Committee may award Restricted Stock to any
Participant. Awards of Restricted Stock shall be subject to such conditions and
restrictions as are established by the Committee and set forth in the Award
Agreement, which may include, but are not limited to, continued service with the
Company, achievement of specific business objectives, and other measurements of
individual or Company performance.

         (b) The Committee may also, in its sole discretion, shorten or
terminate the restricted period or waive any other conditions for the lapse of
restrictions with respect to all or any portion of any Award. Notwithstanding
the foregoing, all restricted periods shall terminate and the Awards shall be
fully vested with respect to any Participant upon the Participant's Retirement,
death or Total Disability,

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coincident with termination of employment with the Company.

8.       Vesting.

         (a)      A Participant shall become vested in his Award under the
following schedule:


                  One year of service                33-1/3%
                  Two years of service               66-2/3%
                  Three years of service             100%

         (b)      Upon a Participant's death or disability or upon a Change in
Control, an Award shall become 100% vested.

9.       Forfeitures.

         If a Participant terminates employment, except due to death or Total
Disability, prior to the end of the three year vesting period, such Participant
shall forfeit the non-vested portion of his Award.

10.      Dividends

         The Committee may provide in the appropriate Award Agreement that
Dividend Equivalents may be paid currently in cash or credited to a
Participant's account for subsequent distribution as determined by the
Committee. The Award Agreement may provide for the reinvestment of Dividend
Equivalents in shares of Common Stock.

11.      Deferrals and Settlements

         Settlement of Awards may be in the form of cash, Common Stock, other
Awards, or in combinations thereof as the Committee shall determine, and with
such other restrictions as it may impose. The Committee may also require or
permit Participants to defer the issuance or vesting of shares or the settlement
of Awards under such rules and procedures as it may establish under the Plan.
The Committee may also provide that deferred settlements include the payment or
crediting of interest on, the deferral amounts or the payment or crediting of
Dividend Equivalents on deferred settlements denominated in shares.

12.      Transferability and Beneficiaries

         No Awards under the Plan shall be assignable, alienable, saleable or
otherwise transferable other than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order (as defined by
the Code) or Title I of the Employee Retirement Income Security Act, or the
rules thereunder.

13.      Award Agreements

         Awards under the Plan shall be evidenced by Award Agreements that set
forth the details, conditions and limitations for each Award, which may include
the term of an Award and the provisions


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applicable in the event the Participant's employment terminates.

14.      Amendments; Compliance with Applicable Laws

         The Committee may suspend, terminate, or amend the Plan as it deems
necessary or appropriate to better achieve the purposes of the Plan, except
that, if shareholder approval is necessary in order for any such amendment to
comply with any applicable tax or regulatory requirements, including for these
purposes, any approval requirement which is a prerequisite for exemptive relief
under Section 16b of the 1934 Act, no such amendment shall be made without the
approval of the Company's shareholders.

15.      Tax Withholding

         The Company shall have the right to (i) make deductions from any
settlement of an Award made under the Plan, including the delivery or vesting of
shares, or require shares or cash or both be withheld from any Award, in each
case in an amount sufficient to satisfy withholding of any federal, state or
local taxes required by law, or (ii) take such other action as may be necessary
or appropriate to satisfy any such withholding obligations. The Committee may
determine the manner in which such tax withholding may be satisfied, and may
permit shares of Common Stock (rounded up to the next whole number) to be used
to satisfy required tax withholding based on the Fair Market Value of any such
shares of Common Stock.

16.      Other Company Benefit and Compensation Programs

         Unless otherwise specifically determined by the Committee, settlements
of Awards received by a Participant under the Plan shall not be deemed a part of
the Participant's regular, recurring compensation for purposes of calculating
payments or benefits from any Company benefit plan, severance program or
severance pay law of any country. Further, the Company may adopt other
compensation programs, plans or arrangements as it deems appropriate or
necessary.

17.      Unfunded Plan

         Unless otherwise determined by the Committee, the Plan shall be
unfunded and shall not create (or be construed to create) a trust or separate
fund or funds. The Plan shall not establish any fiduciary relationship between
the Company and any Participant or other person. To the extent any person holds
any rights by virtue of an Award granted under the Plan, such right (unless
otherwise determined by the Committee) shall be no greater than the right of an
unsecured general creditor of the Company.

18.      Future Rights

         No person shall have any claim or right to be granted an Award under
the Plan, and no Participant shall have any right under the Plan to be retained
in the employment of the Company or its affiliates.

19.      Governing Law

         The validity, construction and effect of the Plan, and any actions
taken or relating to the Plan,


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shall be determined in accordance with the laws of the State of Illinois and
applicable federal law.

20.      Successors and Assigns

         The Plan shall be binding on all successors and assigns of a
Participant, including, without limitation, the estate of such Participant and
the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.

21.      Rights as a Shareholder

         Except as otherwise provided in any Award Agreement, a Participant
shall have no rights as a shareholder of the Company until he or she becomes the
holder of record of Common Stock.

22.      Section 16b

         No Award or other transaction shall be permitted under this Plan which
would have the effect of imposing liability on a Participant under Section 16 of
the 1934 Act. Irrespective of any other provision of this Plan or an Award
Agreement, any such Award or other transaction purportedly made under or
pursuant to this Plan shall be void, ab initio.



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                  IN WITNESS WHEREOF, the Company has caused the Plan to be
executed on its behalf by its respective officers thereunder duly authorized, on
this day and year set forth below.

                                               MINUTEMAN INTERNATIONAL, INC.


Date: ________________________                 _________________________________

                                               By: _____________________________

                                               Its: ____________________________