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                                LSC, INCORPORATED

                              AMENDED AND RESTATED
                          EMPLOYEE STOCK PURCHASE PLAN
                            (AS OF FEBRUARY 23, 2000)

The following constitutes the provisions of the Employee Stock Purchase Plan
(the "Plan") of LSC, Incorporated (the "Company").

1.  PURPOSE.

The purpose of the Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock of the
Company through payroll deductions. It is the intention of the Company that the
Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Code.
The provisions of the Plan shall, accordingly, be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

2.  DEFINITIONS.

         (a)  "Board" means the Board of Directors of the Company.

         (b) "Code" means the Internal Revenue Code of 1986, as amended.

         (c) "Common Stock" means the common stock, $.01 par value, of the
         Company.

         (d) "Committee" means a committee appointed by the Board to administer
         the Plan. If at any time no Committee has been appointed, the functions
         of the Committee shall be exercised by the Board and references to the
         Committee shall be construed to be references to the Board.

         (e) "Compensation" means, unless otherwise determined by the Committee,
         regular straight time gross earnings, variable commissions for field
         sales personnel, payments for overtime and other amounts paid by the
         Company as compensation.

         (f) "Continuous Status as an Employee" shall mean the absence of any
         interruption or termination of service as an Employee. Continuous
         Status as an Employee shall not be considered interrupted in the case
         of a leave of absence agreed to in writing by the Company, provided
         that such leave is for a period of not more than 90 days or
         re-employment upon the expiration of such leave is guaranteed by
         contract or statute.

         (g) "Designated Subsidiaries" means the Subsidiaries which have been
         designated by the Committee from time to time in its sole discretion as
         eligible to participate in the Plan.

         (h) "Employee" means any person, including an officer, who is
         customarily employed for at least twenty (20) hours per week and more
         than six (6) months in a calendar year by the Company or one of its
         Designated Subsidiaries.


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         (i) "Exercise Date" means the last business day of the sixth (6th),
         twelfth (12th), eighteenth (18th) and twenty-fourth (24th) month during
         an Offering Period.

         (j) "Fair Market Value" means, with respect to the Common Stock, as of
         any date (or, if no shares were traded or quoted on such date, as of
         the next preceding date on which there was such a trade or quote) (a)
         the closing sale price of the Common Stock if the Common Stock is
         listed, admitted to unlisted trading privileges or reported on any
         foreign or national securities exchange or on the Nasdaq National
         Market or an equivalent foreign market on which sale prices are
         reported; (b) if the Common Stock is not so listed, admitted to
         unlisted trading privileges or reported, the closing bid price as
         reported by the Nasdaq SmallCap Market, OTC Bulletin Board or the
         National Quotation Bureau, Inc. or other comparable service; or (c) if
         the Common Stock is not so listed or reported, such price as the
         Committee determines in good faith in the exercise of its reasonable
         discretion. If determined by the Committee, such determination will be
         final, conclusive and binding for all purposes and on all persons,
         including, without limitation, the Company, the shareholders of the
         Company, the Participants and their respective successors-in-interest.
         No member of the Committee will be liable for any determination
         regarding the fair market value of the Common Stock that is made in
         good faith.

         (k) "Offering" means any of the offerings to participants of options to
         purchase Common Stock under the Plan, as described in paragraph 4.

         (l) "Offering Date" means, with respect to any participant, the first
         day of each Offering Period, in which the participant elects to
         participate in the Plan.

         (m) "Offering Period" means a period of twenty-four (24) months
         commencing on each Offering Date during which options granted pursuant
         to the Plan may be exercised.

         (n) "Subsidiary" means any corporation, domestic or foreign, in which
         the Company owns, directly or indirectly, 50% or more of the voting
         shares.

3.  ELIGIBILITY.

         (a) GENERAL RULE. Any person who is an Employee, as defined in
         paragraph 2, on the Offering Date of a given Offering Period shall be
         eligible to participate in such Offering Period under the Plan, subject
         to the requirements of paragraph 5 and the limitations imposed by
         Section 423(b) of the Code.

         (b) EXCEPTIONS. Any provisions of the Plan to the contrary
         notwithstanding, no Employee shall be granted an option under the Plan
         if:

                  (i) immediately after the grant, such Employee (or any other
                  person whose stock ownership would be attributed to such
                  Employee pursuant to Section 424(d) of the Code) would own
                  shares and/or hold outstanding options to purchase shares
                  possessing five percent (5%) or more of the total combined
                  voting power or value of all classes of shares of the Company
                  or of any subsidiary of the Company, or


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                  (ii) the rate of withholding under such option would permit
                  the employee's rights to purchase shares under all employee
                  stock purchase plans (described in Section 423 of the Code) of
                  the Company and its subsidiaries to accrue (i.e., become
                  exercisable) at a rate which exceeds Twenty-Five Thousand
                  Dollars ($25,000) of fair market value of such shares
                  (determined at the time such option is granted) for each
                  calendar year in which such option is outstanding at any time.

4.  OFFERING PERIODS.

The Plan shall be implemented by consecutive and overlapping Offering Periods,
each commencing on [April 1] and [October 1] of each year, or such other date
determined by the Committee, and each continuing for a period of twenty-four
(24) months. Offerings under the Plan shall continue until either (a) the
Committee decides, in its sole discretion, that no further Offerings shall be
made because the Common Stock remaining available under the Plan is insufficient
to make an Offering to all eligible Employees, or (b) the Plan is terminated in
accordance with paragraph 17. The Committee shall have the power to change the
duration of Offering Periods with respect to future Offerings without
stockholder approval, if such change is announced at least fifteen (15) days
prior to the scheduled beginning of the first Offering Period to be affected.

5.  PARTICIPATION.

An eligible Employee may become a participant in the Plan by completing a
subscription agreement authorizing payroll deductions on the form provided by
the Company and filing it with the Company not less than 15 days prior to the
Offering Date of the first Offering Period with respect to which it is to be
effective, unless a later time for filing the subscription agreement is set for
all eligible Employees with respect to such Offering Period. Once enrolled, the
Employee remains enrolled in each subsequent Offering Period of the Plan at the
designated payroll deduction unless the Employee withdraws by providing the
Company with a written Notice of Withdrawal or files a new subscription
agreement prior to the applicable Offering Date changing the Employee's
designated payroll deduction. An eligible Employee may participate in only one
Offering Period at a time. Payroll deductions for a participant shall commence
with the first payroll following the Offering Date, or the first payroll
following the date of valid filing of the subscription agreement, whichever is
later, and shall end when terminated by the participant as provided in paragraph
10.

6.  PAYROLL DEDUCTIONS.

         (a) AMOUNT. At the time a participant files his or her subscription
         agreement, he or she shall elect to have payroll deductions made on
         each payday during all subsequent Offering Periods at a rate in whole
         percentages from one percent (1%) to a maximum of ten percent (10%), or
         such other maximum rate as may be determined from time to time by the
         Committee, of the Compensation which he or she would otherwise receive
         on such payday without regard to deferral elections.


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         (b) ACCOUNTS. All payroll deductions authorized by a participant shall
         be credited to his or her account under the Plan. A participant may not
         make any additional payments into such account.

         (c) CHANGES. A participant may discontinue his or her participation in
         the Plan as provided in paragraph 10, or may decrease the rate of his
         or her payroll deductions during an Offering Period by completing and
         filing with the Company a new authorization for payroll deduction,
         provided that the Committee may, in its discretion, impose reasonable
         and uniform restrictions on participants' ability to change the rate of
         payroll deductions. The change in rate shall be effective no later than
         fifteen (15) days following the Company's receipt of the new
         authorization. A participant may decrease or increase the amount of his
         or her payroll deductions as of the beginning of an Offering Period by
         completing and filing with the Company, at least fifteen (15) days
         prior to the beginning of such Offering Period, a new payroll deduction
         authorization.

7.  GRANT OF OPTION.

On each Offering Date, each participant shall be granted an option to purchase
(at the Option Price) on each Exercise Date as many shares of Common Stock as
the participant will be able to purchase with the payroll deductions credited to
the participant's account during the Offering Period. The option price per share
of such shares (the "Option Price") shall be the lesser of (a) eighty-five
percent (85%) of the Fair Market Value of one share of Common Stock on the
Offering Date, or (b) eighty-five (85%) of the Fair Market Value of one share of
Common Stock on the Exercise Date. Notwithstanding the foregoing, the maximum
number of shares a participant may purchase during each Offering Period shall be
determined by dividing $50,000 by the Fair Market Value of one share of the
Company's Common Stock on the Offering Date; provided that in no event shall the
maximum number of shares exceed the number permitted by paragraph 3(b).

8.  EXERCISE OF OPTION.

         (a) EXERCISE. Unless a participant withdraws from the Offering Period
         as provided in paragraph 10, (a) the participant may, by giving written
         notice to the Company at least 15 days prior to any of the first three
         Exercise Dates in an Offering Period, exercise his or her option for
         all, but not less than all, of the shares of Common Stock that the
         accumulated payroll deductions in the participant's account on such
         Exercise Date will purchase at the applicable Option Price, and (b) the
         participant's option will be exercised automatically on the last
         Exercise Date in an Offering Period for the purchase of the maximum
         number of shares of Common Stock that the accumulated payroll
         deductions in the participant's account on such Exercise Date will
         purchase at the applicable Option Price. Upon exercise of an option on
         any Exercise Date, the participant will be automatically enrolled in
         the next succeeding Offering Period at the designated payroll
         deduction, unless he or she elects to withdraw pursuant to paragraph
         10.

         (b) FRACTIONAL SHARES. A participant may purchase one or more shares in
         connection with the exercise of an option granted for any Offering
         Period. If the Committee elects to deliver a statement of account to
         participants pursuant to paragraph 9(a)(i)(A), that


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         portion of any balance remaining in a participant's payroll deduction
         account at the close of business on an Exercise Date on which a
         participant has exercised an option that is less than the purchase
         price of one full share will be deemed to have purchased such number of
         fractional shares of Common Stock as would then be purchasable at the
         applicable Option Price, with such fractional shares calculated to the
         third (3rd) decimal place. If the Committee elects to deliver stock
         certificates to participants pursuant to paragraph 9(a)(i)(B), that
         portion of any balance remaining in a participant's payroll deduction
         account at the close of business on an Exercise Date on which a
         participant has exercised an option that is less than the purchase
         price of one full share will be carried forward into the participant's
         payroll deduction account for the following Offering Period; provided
         that in no event will the balance carried forward be equal to or
         greater than the purchase price of one share of Common Stock.

         (c) ISSUANCE OF SHARES. The shares purchased upon exercise of an option
         hereunder shall be deemed to be issued to the participant on the
         Exercise Date. During his or her lifetime, a participant's option to
         purchase shares hereunder is exercisable only by the participant.

         (d) WITHHOLDING. At the time the option is exercised, or at the time
         any of the Common Stock issued under the Plan is disposed of by the
         participant, the participant must make adequate provision for the
         Company's federal, state and other tax withholding obligations, if any,
         which arise upon the exercise of the option or disposition of the
         Common Stock. The Company may, but will not be obligated to, withhold
         from any amounts owed by the Company to the participant the amount
         necessary for the Company to meet applicable withholding requirements.

9.  DELIVERY.

         (a) As promptly as practicable after each Exercise Date on which a
         participant has exercised an option, the Company will deliver to each
         participant, as appropriate, the following:

                  (i) At the election of the Committee, either issue (A) in
                  certificated or uncertificated form to a third party the
                  aggregate number of shares of Common Stock purchased in
                  connection with such Offering (including an aggregate of all
                  of the fractional shares deemed to have been purchased
                  pursuant to paragraph 8(b)) rounded to the nearest full share,
                  which shares will be held by such third party for the benefit
                  of the participants in accordance with their respective
                  interests, and to each participant a statement summarizing the
                  number of whole shares of Common Stock purchased and
                  fractional shares deemed purchased upon exercise of the
                  participant's option granted for such Offering, or (B) a
                  certificate representing the number of full shares of Common
                  Stock purchased upon exercise of the participant's option
                  granted for such Offering, registered in the name of the
                  participant or, if the participant so directs on the
                  participation form, in the names of the participant and his or
                  her spouse.


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                  (ii) If the participant elects to withdraw from the Plan
                  pursuant to paragraph 10(a), a check in an amount equal to the
                  total of the payroll deductions credited to the participant's
                  account.

                  (iii) If the balance in the participant's payroll deduction
                  account exceeds the dollar amount necessary to purchase the
                  maximum amount of shares that may be purchased in an Offering,
                  a check in an amount equal to the excess balance.

         (b) If the Company delivers a statement of account as provided in
         paragraph 9(a)(i)(A), a participant may at any time request that a
         certificate for the number of whole shares of Common Stock purchased by
         such participant in an Offering or in any previous Offering (with
         respect to which such participant has not been issued a certificate) be
         issued and delivered to such participant by making a written request to
         the Company. Such written request shall be made to the Company's Human
         Resources Department or, at the direction of the Company, to the
         transfer agent and registrar for the Company's Common Stock. In lieu of
         issuing certificates for fractional shares, participants will receive a
         cash distribution representing any fractional shares.

         (c) If the Company delivers a statement of account as provided in
         paragraph 9(a)(i)(A), all full shares purchased and fractional shares
         deemed to have been purchased by a participant in an Offering and in
         any subsequent Offerings will accumulate for the benefit of the
         participant until the participant's withdrawal or termination pursuant
         to paragraph 10.

10.  WITHDRAWAL; TERMINATION OF EMPLOYMENT.

         (a) VOLUNTARY WITHDRAWAL. A participant may withdraw all, but not less
         than all, the payroll deductions credited to his or her account under
         the Plan at any time prior to an Exercise Date by giving written notice
         to the Company on a form provided for such purpose. If the participant
         withdraws from the Offering Period, all of the participant's payroll
         deductions credited to his or her account will be paid to the
         participant as soon as practicable after receipt of the notice of
         withdrawal and his or her option for the current Offering Period will
         be automatically canceled, and no further payroll deductions for the
         purchase of shares will be made during such Offering Period or
         subsequent Offering Periods, except pursuant to a new subscription
         agreement filed in accordance with paragraph 5.

         (b) INVOLUNTARY. Upon termination of the participant's Continuous
         Status as an Employee prior to an Exercise Date of an Offering Period
         for any reason, including retirement or death, the payroll deductions
         accumulated in his or her account will be returned to him or her as
         soon as practicable after such termination or, in the case of death, to
         the person or persons entitled thereto under paragraph 14, and his or
         her option will be automatically canceled.

         (c) PART-TIME. In the event an Employee fails to remain in Continuous
         Status as an Employee of the Company for at least twenty (20) hours per
         week during an Offering Period in which the employee is a participant,
         he or she will be deemed to have elected to


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         withdraw from the Plan, and the payroll deductions credited to his or
         her account will be returned to the participant and the option
         canceled.

         (d) NO PREJUDICE. A participant's withdrawal from an Offering Period
         will not have any effect upon his or her eligibility to participate in
         a succeeding Offering Period or in any similar plan which may hereafter
         be adopted by the Company.

11.  INTEREST.

Payroll deductions for each participant shall be deposited in an
interest-bearing account in a bank or other financial institution selected by
the Company and interest earned shall accrue for the benefit of the participant.

12.  STOCK.

         (a) The maximum number of shares of the Company's Common Stock which
         shall be reserved for sale under the Plan shall be 200,000 shares,
         subject to adjustment upon changes in capitalization of the Company as
         provided in paragraph 16. The shares to be sold to participants in the
         Plan may be, at the election of the Company, either treasury shares or
         shares authorized but unissued. The Company may determine to make
         available for the grant of options under the Plan in an Offering Period
         fewer than all of the remaining number of shares reserved for sale, and
         may, for example, limit the number of shares to be made available to
         that number equal to the anticipated aggregate payroll deductions based
         on participants' subscriptions and using such reasonable assumptions
         regarding changes in compensation and contingent compensation as the
         Committee determines, divided by 85% of the fair market values of a
         share Common Stock at the Offering Date. If the total number of shares
         which would otherwise be subject to options granted pursuant to
         paragraph 7 on the Offering Date of an Offering Period exceeds the
         number of shares then available under the Plan (after deduction of all
         shares for which options have been exercised or are then outstanding),
         the Company shall make a pro rata allocation of the shares remaining
         available for option grant in as uniform and equitable a manner as is
         practicable. In such event, the Company shall give written notice of
         such reduction of the number of shares subject to the option to each
         participant affected thereby and shall return any excess funds
         accumulated in each participant's account as soon as practicable after
         the affected Exercise Date of such Offering Period.

         (b) The participant will have no interest or voting rights in shares
         covered by his or her option until such option has been exercised.

13.  ADMINISTRATION.

The Plan shall be administered by the Board or a Committee of members of the
Board appointed by the Board, as necessary to comply with the applicable
restrictions of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, if any. The Board or the Committee shall have full and exclusive
discretionary authority to construe, interpret and apply the terms of the Plan,
to determine eligibility and to adjudicate all disputed claims filed under the
Plan. Every finding, decision and determination by the Board or its Committee
shall be final, conclusive and binding upon all participants. . Members of the
Board or the Committee who are eligible employees are


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permitted to participate in the Plan, provided that: Members of the Board who
participate in the Plan may not vote on any matter affecting the administration
of the Plan or the grant of any option pursuant to the Plan. If a Committee is
established to administer the Plan, no member of the Board who participates in
the Plan may be a member of the Committee.

14.  DESIGNATION OF BENEFICIARY.

         (a) DESIGNATION. A participant may file a written designation of a
         beneficiary who is to receive shares and/or cash, if any, from the
         participant's account under the Plan in the event of such participant's
         death at a time when cash or shares are held for his or her account.

         (b) CHANGE. Such designation of beneficiary may be changed by the
         participant at any time by written notice. In the event of the death of
         a participant in the absence of a valid designation of a beneficiary
         who is living at the time of such participant's death, the Company
         shall deliver such shares and/or cash to the executor or administrator
         of the estate of the participant; or if no such executor or
         administrator has been appointed (to the knowledge of the Company), the
         Company, in its discretion, may deliver such shares and/or cash to the
         spouse or to any one or more dependents or relatives of the
         participant, or if no spouse, dependent or relative is known to the
         Company, then to such other person as the Company may reasonably
         designate.

15.  TRANSFERABILITY.

Neither payroll deductions credited to a participant's account nor any rights
with regard to the exercise of an option or to receive shares under the Plan may
be assigned, transferred, pledged or otherwise disposed of in any way (other
than by will, the laws of descent and distribution, or as provided in paragraph
14) by the participant. Any such attempt at assignment, transfer, pledge or
other disposition shall be without effect, except that the Company may treat
such act as an election to withdraw funds in accordance with paragraph 10.

16.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

Subject to any required action by the stockholders of the Company, the number of
shares of Common Stock covered by each option under the Plan which has not yet
been exercised and the number of shares of Common Stock which have been
authorized for issuance under the Plan but have not yet been placed under option
(collectively, the "Reserves"), as well as the price per share of Common Stock
covered by each option under the Plan which has not yet been exercised, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, stock dividend, combination
or reclassification of the Common Stock or any other increase or decrease in the
number of shares of Common Stock effected without receipt of consideration by
the Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issue by the Company of shares of stock of any
class, or securities convertible into


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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 of Common Stock
subject to option.

In the event of the proposed dissolution or liquidation of the Company, all
Offerings will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Committee.

In the event of a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another corporation, each
option under the Plan shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation, unless the Committee determines, in the exercise of its
sole discretion and in lieu of such assumption or substitution, to shorten any
Offering Period then in progress by setting a new Exercise Date (the "New
Exercise Date"). If the Committee shortens the Offering Period then in progress
in lieu of assumption or substitution in the event of a merger or sale of
assets, the Committee shall notify each participant in writing, at least 10 days
prior to the New Exercise Date, that the Exercise Date for his or her option has
been changed to the New Exercise Date and that his or her option will be
exercised automatically on the New Exercise Date unless prior to such date he or
she has withdrawn from the Offering Period as provided in paragraph 10.

The Committee may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves, as well as the price per share
of Common Stock covered by each outstanding option, in the event that the
Company effects one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of shares of its outstanding Common Stock, and
in the event of the Company being consolidated with or merged into any other
corporation.

17.  AMENDMENT OR TERMINATION.

The Board may at any time and for any reason terminate or amend the Plan. Except
as provided in paragraph 16, no such termination will affect options previously
granted, provided that the Plan and any Offering Period may be terminated on any
Exercise Date if the Board determines termination is in the best interests of
the Company and its shareholders. Except as provided in paragraph 16, no
amendment may make any change in any option theretofore granted which adversely
affects the rights of any participant. In addition, to the extent necessary, but
only to such extent, to comply with Rule 16b-3 under the Securities Exchange Act
of 1934, as amended, Section 423 of the Code (or any successor rule or provision
or any other applicable law or regulation), or the rules of any stock exchange
or Nasdaq or similar regulatory body, the Company shall obtain stockholder
approval of an amendment in such a manner and to such a degree as so required.

18.  NOTICES.

All notices or other communications by a participant to the Company in
connection with the Plan shall be deemed to have been duly given when received
in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.


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19.  STOCKHOLDER APPROVAL.

The Plan shall be subject to approval by the stockholders of the Company within
twelve months before or after the date the Plan is adopted. Such stockholder
approval shall be obtained in the manner required under Minnesota law.

20.  CONDITIONS UPON ISSUANCE OF SHARES.

         (a) COMPLIANCE. Shares shall not be issued with respect to an option
         unless the exercise of such option and the issuance and delivery of
         such shares pursuant thereto shall comply with all applicable
         provisions of law, domestic or foreign, including, without limitation,
         the Securities Act of 1933, as amended, the Securities Exchange Act of
         1934, as amended, the rules and regulations promulgated thereunder, and
         the requirements of any stock exchange or Nasdaq upon which the shares
         may then be listed, and shall be further subject to the approval of
         counsel for the Company with respect to such compliance. As a condition
         to the exercise of an option, if required by applicable securities
         laws, the Company may require the participant for whose account the
         option is being exercised to represent and warrant at the time of such
         exercise that the shares are being purchased only for investment and
         without any present intention to sell or distribute such shares if, in
         the opinion of counsel for the Company, such a representation is
         required by any of the aforementioned applicable provisions of law.

         (b) SHARE TRANSFERS. Shares of Common Stock issued pursuant to options
         granted under the Plan may not be sold, assigned, transferred, pledged,
         encumbered or otherwise disposed of, whether voluntarily or
         involuntarily, directly or indirectly, by operation of law or
         otherwise, except pursuant to registration under the Securities Act and
         applicable state securities laws or pursuant to exemptions from such
         registrations. The Company may condition the sale, assignment,
         transfer, pledge, encumbrance or other disposition of such shares not
         issued pursuant to an effective and current registration statement
         under the Securities Act and all applicable state securities laws on
         the receipt from the party to whom the shares of Common Stock are to be
         so transferred of any representations or agreements requested by the
         Company in order to permit such transfer to be made pursuant to
         exemptions from registration under the Securities Act and applicable
         state securities laws.

         (c) LEGENDS. Unless a registration statement under the Securities Act
         and applicable state securities laws is in effect with respect to the
         issuance or transfer of shares of Common Stock under the Plan, each
         certificate representing any such shares shall be endorsed with a
         legend in substantially the following form, unless counsel for the
         Company is of the opinion as to any such certificate that such legend
         is unnecessary:

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("THE ACT"), OR UNDER APPLICABLE STATE SECURITIES LAWS.
THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR
SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND


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SUCH STATE LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND
SUCH STATE LAWS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE
SATISFACTION OF THE COMPANY.

21.  TERM OF PLAN.

The Plan shall be effective as of December 14, 1999, the date the Plan was
adopted by the Board. The Plan has been adopted by the Board subject to
shareholder approval, and prior to shareholder approval shares of Common Stock
may be issued under the Plan subject to such approval. The Plan will terminate
at midnight on December 13, 2009, and may be terminated prior to such time to by
Board action in accordance with paragraph 17.


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