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                                                                  EXHIBIT 10.2


                         FLOW INTERNATIONAL CORPORATION

                   1995 LONG-TERM INCENTIVE COMPENSATION PLAN


                                   SECTION 1.

                                    PURPOSE


         The purpose of the Flow International Corporation 1995 Long-Term
Incentive Compensation Plan (the "Plan") is to enhance the long-term
profitability and stockholder value of Flow International Corporation, a
Delaware corporation (the "Company"), by offering incentives and rewards to
those employees, consultants and agents of the Company and its Subsidiaries
(as defined in Section 2 below) who are key to the Company's growth and
success, and to encourage them to remain in the service of the Company and
its Subsidiaries and to acquire and maintain stock ownership in the Company.


                                   SECTION 2.

                                  DEFINITIONS


         For purposes of the Plan, the following terms shall be defined as set
forth below:

2.1      AWARD

         "Award" means an award or grant made to a Participant pursuant to the
Plan, including, without limitation, awards or grants of Options, Stock
Appreciation Rights, Stock Awards, Other Stock-Based Awards or any combination
of the foregoing (including any Dividend Equivalent Rights granted in connection
with such Awards).

2.2      BOARD

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

2.3      CAUSE

         "Cause" means dishonesty, fraud, misconduct, unauthorized use or
disclosure of confidential information or trade secrets, or conviction or
confession of a crime punishable by law (except minor violations), in each
case as determined by the Plan Administrator, and its determination shall be
conclusive and binding.

2.4      CODE

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.


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2.5      COMMON STOCK

         "Common Stock" means the common stock, par value $.01 per share, of the
Company.

2.6      CORPORATE TRANSACTION

         "Corporate Transaction" means any of the following events:

                  (a)      Approval by the holders of the Common Stock of any
merger or consolidation of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of Common Stock
are converted into cash, securities or other property, other than a merger of
the Company in which the holders of the Common Stock immediately prior to the
merger have substantially the same proportionate ownership of common stock of
the surviving corporation immediately after the merger;

                  (b)      Approval by the holders of the Common Stock of any
sale, lease, exchange or other transfer in one transaction or a series of
related transactions of all or substantially all of the Company's assets other
than a transfer of the Company's assets to a majority-owned subsidiary (as the
term "subsidiary" is defined in Section 8.3 of the Plan) of the Company; or

                  (c)      Approval by the holders of the Common Stock of any
plan or proposal for the liquidation or dissolution of the Company.

2.7      DISABILITY

         "Disability" means "disability" as that term is defined for purposes of
the Company's Long Term Disability Income Plan or other similar successor plan
applicable to salaried employees.

2.8      DIVIDEND EQUIVALENT RIGHT

         "Dividend Equivalent Right" means an Award granted under Section 12 of
the Plan.

2.9      EARLY RETIREMENT

         "Early Retirement" means retirement as that term is defined by the Plan
Administrator from time to time for purposes of the Plan.

2.10     EXCHANGE ACT

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

2.11     FAIR MARKET VALUE

         "Fair Market Value" means the closing price for the Common Stock as
reported in THE WALL STREET JOURNAL NASDAQ National Market Issues (or similar
successor transactions reports) for a single trading day.

2.12     GOOD REASON

         "Good Reason" means the occurrence of any of the following events or
conditions:


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                  (a)      a change in the Holder's status, title, position or
responsibilities (including reporting responsibilities) that, in the Holder's
reasonable judgment, represents a substantial reduction of the status, title,
position or responsibilities as in effect immediately prior thereto; the
assignment to the Holder of any duties or responsibilities that, in the Holder's
reasonable judgment, are inconsistent with such status, title, position or
responsibilities; or any removal of the Holder from or failure to reappoint or
reelect the Holder to any of such positions, except in connection with the
termination of the Holder's employment for Cause, for Disability or as a result
of his or her death, or by the Holder other than for Good Reason;

                  (b)      a reduction in the Holder's annual base salary;

                  (c)      the Company's requiring the Holder (without the
Holder's consent) to be based at any place outside a 35-mile radius of his or
her place of employment prior to a Corporate Transaction, except for reasonably
required travel on the Company's business that is not materially greater than
such travel requirements prior to the Corporate Transaction;

                  (d)      the Company's failure to (i) continue in effect any
material compensation or benefit plan (or the substantial equivalent thereof in
which the Holder was participating at the time of a Corporate Transaction,
including, but not limited to, the Plan, or (ii) provide the Holder with
compensation and benefits at least equal (in terms of benefit levels and/or
reward opportunities) to those provided for under each employee benefit plan,
program and practice as in effect immediately prior to the Corporate Transaction
(or as in effect following the Corporate Transaction, if greater);

                  (e)      any material breach by the Company of any provision
of the Plan; or

                  (f)      any purported termination of the Holder's employment
or service for Cause by the Company that does not comply with the terms of the
Plan.

2.13     GRANT DATE

         "Grant Date" means the date designated in a resolution of the Plan
Administrator as the date an Award is granted. If the Plan Administrator does
not designate a Grant Date in the resolution, the Grant Date shall be the date
the Plan Administrator adopted the resolution.

2.14     HOLDER

         "Holder" means the Participant to whom an Award is granted, or the
personal representative of a Holder who has died.

2.15     INCENTIVE STOCK OPTION

         "Incentive Stock Option" means an option to purchase Common Stock
granted under Section 7 of the Plan with the intention that it qualify as an
"incentive stock option" as that term is defined in Section 422 of the Code.

2.16     NONQUALIFIED STOCK OPTION

         "Nonqualified Stock Option" means an option to purchase Common Stock
granted under Section 7 of the Plan other than an Incentive Stock Option.


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2.17     OPTION

         "Option" means the right to purchase Common Stock granted under Section
7 of the Plan.

2.18     OTHER STOCK-BASED AWARD

         "Other Stock-Based Award" means an Award granted under Section 11 of
the Plan.

2.19     PARTICIPANT

         "Participant" means an individual who is a Holder of an Award or, as
the context may require, any employee, consultant or agent of the Company or a
Subsidiary who has been designated by the Plan Administrator as eligible to
participate in the Plan.

2.20     PLAN ADMINISTRATOR

         "Plan Administrator" means any committee of the Board designated to
administer the Plan under Section 3.1 of the Plan.

2.21     RESTRICTED STOCK

         "Restricted Stock" means shares of Common Stock granted under Section
10 of the Plan, the rights of ownership of which are subject to restrictions
prescribed by the Plan Administrator.

2.22     RETIREMENT

         "Retirement" means retirement as of the individual's normal retirement
date under the Company's Voluntary Pension and Salary Deferral Plan or other
similar successor plan applicable to salaried employees.

2.23     STOCK APPRECIATION RIGHT

         "Stock Appreciation Right" means an Award granted under Section 9 of
the Plan.

2.24     STOCK AWARD

         "Stock Award" means an Award granted under Section 10 of the Plan.

2.25     SUBSIDIARY

         "Subsidiary," except as expressly provided otherwise, means any entity
that is directly or indirectly controlled by the Company or in which the Company
has a significant ownership interest, as determined by the Plan Administrator,
and any entity that may become a direct or indirect parent of the Company.

2.26     WINDOW PERIOD

         "Window Period" means a period of 10 days on which there is trading in
the Common Stock on the NASDAQ National Market, beginning with the second
trading day after disclosure by the Company to the public of its earnings for
the fiscal period just ended and ending with the eleventh such day.


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2.27     WINDOW PERIOD FAIR MARKET VALUE

         "Window Period Fair Market Value" means the highest Fair Market Value
during a Window Period.


                                   SECTION 3.

                                 ADMINISTRATION


3.1      PLAN ADMINISTRATOR

         The Plan shall be administered by a committee or committees (which term
includes subcommittees) appointed by, and consisting of one or more members of,
the Board. The Board may delegate the responsibility for administering the Plan
with respect to designated classes of eligible Participants to different
committees, subject to such limitations as the Board deems appropriate.
Committee members shall serve for such term as the Board may determine, subject
to removal by the Board at any time. The composition of any committee
responsible for administering the Plan with respect to officers and directors of
the Company who are subject to Section 16 of the Exchange Act with respect to
securities of the Company shall comply with the requirements of Rule 16b-3
promulgated under Section 16(b) of the Exchange Act, or any successor provision.

3.2      ADMINISTRATION AND INTERPRETATION BY THE PLAN ADMINISTRATOR

         Except for the terms and conditions explicitly set forth in the Plan,
the Plan Administrator shall have exclusive authority, in its discretion, to
determine all matters relating to Awards under the Plan, including the selection
of individuals to be granted Awards, the type of Awards, the number of shares of
Common Stock subject to an Award, all terms, conditions, restrictions and
limitations, if any, of an Award and the terms of any instrument that evidences
the Award. The Plan Administrator shall also have exclusive authority to
interpret the Plan and may from time to time adopt, and change, rules and
regulations of general application for the Plan's administration.

         The Plan Administrator's interpretation of the Plan and its rules and
regulations, and all actions taken and determinations made by the Plan
Administrator pursuant to the Plan, shall be conclusive and binding on all
par-ties involved or affected. The Plan Administrator may delegate
administrative duties to such of the Company's officers as it so determines.


                                   SECTION 4.

                            STOCK SUBJECT TO THE PLAN


4.1      AUTHORIZED NUMBER OF SHARES

         Subject to adjustment from time to time as provided in Section 16.1, a
maximum of 1,350,000 shares of Common Stock shall be available for issuance
under the Plan, except that any shares of Common Stock that, as of the date the
Plan is approved by the Company's stockholders, are available for issuance under
the Company's 1991 Stock Option Plan and 1984 Restated Stock Option Plan (or
that thereafter become available for issuance under those plans in accordance
with


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their terms as in effect on such date) and that are not issued under those
plans shall be added to the aggregate number of shares available for issuance
under the Plan. No more than 250,000 shares may be issued as Stock Awards or
Other Stock-Based Awards under the Plan. Shares issued under the Plan shall be
drawn from authorized and unissued shares or shares now held or subsequently
acquired by the Company as treasury shares.

4.2      INDIVIDUAL AWARD LIMIT

         Subject to adjustment from time to time as provided in Section 16.1,
not more than 250,000 shares of Common Stock may be made subject to Awards under
the Plan to any Participant in any one fiscal year of the Company, such
limitation to be applied in a manner consistent with the requirements of, and
only to the extent required for compliance with, the exclusion from the
limitation on deductibility of compensation under Section 162(m) of the Code.

4.3      REUSE OF SHARES

         Any shares of Common Stock that have been made subject to an Award that
cease to be subject to the Award (other than by reason of exercise or payment of
the Award to the extent it is exercised for or settled in shares), including,
without limitation, in connection with the cancellation of an Award and the
grant of a replacement Award, shall again be available for issuance in
connection with future grants of Awards under the Plan. Shares that are subject
to tandem Awards shall be counted only once.


                                   SECTION 5.

                                   ELIGIBILITY


         Awards may be granted under the Plan to those officers and key
employees (including directors who are also employees) of the Company and its
Subsidiaries as the Plan Administrator from time to time selects. Awards may
also be made to consultants and agents who provide services to the Company and
its Subsidiaries.


                                   SECTION 6.

                                     AWARDS


6.1      FORM AND GRANT OF AWARDS

         The Plan Administrator shall have the authority, in its sole
discretion, to determine the type or types of Awards to be made under the Plan.
Such Awards may include, but are not limited to, Incentive Stock Options,
Nonqualified Stock Options, Stock Appreciation Rights, Stock Awards, Other
Stock-Based Awards and Dividend Equivalent Rights. Awards may be granted singly,
in combination or in tandem so that the settlement or payment of one
automatically reduces or cancels the other. Awards may also be made in
combination or in tandem with, in replacement of, as alternatives to, or as the
payment form for, grants or rights under any other employee or compensation plan
of the Company.


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6.2      ACQUIRED COMPANY AWARDS

         Notwithstanding anything in the Plan to the contrary, the Plan
Administrator may grant Awards under the Plan in substitution for awards issued
under other plans, or assume under the Plan awards issued under other plans, if
the other plans are or were plans of other entities ("Acquired Entities") (or
the parent of the acquired entity) and the new Award is substituted, or the old
award is assumed, by reason of a merger, consolidation, acquisition of property
or of stock, reorganization or liquidation (the "Acquisition Transaction"). In
the event that a written agreement pursuant to which the Acquisition Transaction
is completed is approved by the Board and said agreement sets forth the terms
and conditions of the substitution for or assumption of outstanding awards of
the acquired entity, said terms and conditions shall be deemed to be the action
of the Plan Administrator without any further action by the Plan Administrator,
except as may be required for compliance with Rule 16b-3 under the Exchange Act,
and the persons holding such Awards shall be deemed to be Participants and
Holders.


                                   SECTION 7.

                                AWARDS OF OPTIONS


7.1      GRANT OF OPTIONS

         The Plan Administrator is authorized under the Plan, in its sole
discretion, to issue Options as Incentive Stock Options or as Nonqualified Stock
Options, which shall be appropriately designated.

7.2      OPTION EXERCISE PRICE

         The exercise price for shares purchased under an Option shall be as
determined by the Plan Administrator, but shall not be less than 100% of the
Fair Market Value of the Common Stock on the Grant Date with respect to
Incentive Stock Options.

7.3      TERM OF OPTIONS

         The term of each Option shall be as established by the Plan
Administrator or, if not so established, shall be 10 years from the Grant Date.

7.4      EXERCISE OF OPTIONS

         The Plan Administrator shall establish and set forth in each instrument
that evidences an Option the time at which or the installments in which the
Option shall become exercisable, which provisions may be waived or modified by
the Plan Administrator at any time. If not so established in the instrument
evidencing the Option, the Option will become exercisable according to the
following schedule, which may be waived or modified by the Plan Administrator at
any time:


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   PERIOD OF HOLDER'S CONTINUOUS
  EMPLOYMENT OR SERVICE WITH THE
    COMPANY OR ITS SUBSIDIARIES             PERCENT OF TOTAL OPTION THAT IS
    FROM THE OPTION GRANT DATE                       EXERCISABLE
  ------------------------------------     -----------------------------------
            after one year                              50%
           after two years                             100%


         To the extent that the right to purchase shares has accrued thereunder,
an Option may be exercised from time to time by written notice to the Company,
in accordance with procedures established by the Plan Administrator, setting
forth the number of shares with respect to which the Option is being exercised
and accompanied by payment in full as described in Section 7.5.

7.5      PAYMENT OF EXERCISE PRICE

         The exercise price for shares purchased under an Option shall be paid
in full to the Company by delivery of consideration equal to the product of the
Option exercise price and the number of shares purchased. Such consideration
must be paid in cash, except that the Plan Administrator may, either at the time
the Option is granted or at any time before it is exercised and subject to such
limitations as the Plan Administrator may determine, authorize payment in cash
and/or one or more of the following alternative forms: (i) Common Stock already
owned by the Holder for at least six months (or any shorter period necessary to
avoid a charge to the Company's earnings for financial reporting purposes)
having a Fair Market Value on the day prior to the exercise date equal to the
aggregate Option exercise price; (ii) a promissory note authorized pursuant to
Section 13; (iii) delivery of a properly executed exercise notice, together with
irrevocable instructions, to (a) a brokerage firm designated by the Company to
deliver promptly to the Company the aggregate amount of sale or loan proceeds to
pay the Option exercise price and any withholding tax obligations that may arise
in connection with the exercise and (b) the Company to deliver the certificates
for such purchased shares directly to such brokerage firm, all in accordance
with the regulations of the Federal Reserve Board; or (iv) such other
consideration as the Plan Administrator may permit.

7.6      POST-TERMINATION EXERCISES

         The Plan Administrator shall establish and set forth in each
instrument that evidences an Option whether the Option will continue to be
exercisable, and the terms and conditions of such exercise, if a Holder
ceases to be employed by, or to provide services to, the Company or its
Subsidiaries, which provisions may be waived or modified by the Plan
Administrator at any time. If not so established in the instrument evidencing
the Option, the Option will be exercisable according to the following terms
and conditions, which may be waived or modified by the Plan Administrator at
any time. In case of termination of the Holder's employment or services other
than by reason of death or Cause, the Option shall be exercisable, to the
extent of the number of shares purchasable by the Holder at the date of such
termination, only: (i) within three years if the termination of the Holder's
employment or services are coincident with Retirement, Early Retirement at
the Company's request or Disability or (ii) within three months after the
date the Holder ceases to be an employee, consultant or agent of the Company
or a Subsidiary if termination of the Holder's employment or services is for
any reason other than Retirement, Early Retirement at the Company's request,
or Disability, but in no event later than the remaining term of the Option.
Any Option exercisable at the time of the Holder's death may be exercised, to
the extent of the number of shares purchasable by the Holder at the date of
the Holder's death by the personal representative of the Holder's estate
entitled thereto at any time or from time to time

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within three years after the date of death, but in no event later than the
remaining term of the Option. In case of termination of the Holder's
employment or services for Cause, the Option shall automatically terminate
upon first notification to the Holder of such termination, unless the Plan
Administrator determines otherwise. If a Holder's employment or services with
the Company are suspended pending an investigation of whether the Holder
shall be terminated for Cause, all the Holder's rights under any Option
likewise shall be suspended during the period of investigation. A transfer of
employment or services between or among the Company and its Subsidiaries
shall not be considered a termination of employment or services. Unless the
Plan Administrator determines otherwise, a leave of absence approved in
accordance with Company procedures shall not be considered a termination of
employment or services, except that with respect to Incentive Stock Options
such leave of absence shall be subject to any requirements of Section 422 of
the Code.


                                   SECTION 8.

                       INCENTIVE STOCK OPTION LIMITATIONS


         To the extent required by Section 422 of the Code, Incentive Stock
Options shall be subject to the following additional terms and conditions:

8.1      DOLLAR LIMITATION

         To the extent the aggregate Fair Market Value (determined as of the
Grant Date) of Common Stock with respect to which Incentive Stock Options are
exercisable for the first time during any calendar year (under the Plan and all
other stock option plans of the Company) exceeds $100,000, such portion in
excess of $100,000 shall be treated as a Nonqualified Stock Option. In the event
the Participant holds two or more such Options that become exercisable for the
first time in the same calendar year, such limitation shall be applied on the
basis of the order in which such Options are granted.

8.2      10% STOCKHOLDERS

         If a Participant owns 10% or more of the total voting power of all
classes of the Company's stock, then the exercise price per share of an
Incentive Stock Option shall not be less than 110% of the Fair Market Value of
the Common Stock on the Grant Date and the Option term shall not exceed five
years.

8.3      ELIGIBLE EMPLOYEES

         Individuals who are not employees of the Company or one of its parent
corporations or subsidiary corporations may not be granted Incentive Stock
Options. For purposes of this Section 8.3, "parent corporation" and "subsidiary
corporation" shall have the meanings attributed to those terms for purposes of
Section 422 of the Code.

8.4      TERM

         The term of an Incentive Stock Option shall not exceed 10 years.


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8.5      EXERCISABILITY

         An Option designated as an Incentive Stock Option must be exercised
within three months after termination of employment for reasons other than death
or one year after termination of employment or services due to Disability to
qualify for Incentive Stock Option tax treatment.


                                   SECTION 9.

                            STOCK APPRECIATION RIGHTS


9.1      GRANT OF STOCK APPRECIATION RIGHTS

         The Plan Administrator may grant a Stock Appreciation Right separately
or in tandem with a related Option.

9.2      TANDEM STOCK APPRECIATION RIGHTS

         A Stock Appreciation Right granted in tandem with a related Option will
give the Holder the right to surrender to the Company all or a portion of the
related Option and to receive an appreciation distribution (in shares of Common
Stock or cash or any combination of shares and cash, as the Plan Administrator
shall determine at any time) in an amount equal to the excess of the Fair Market
Value for the Window Period during which the Stock Appreciation Right is
exercised over the exercise price per share of the right, which shall be the
same as the exercise price of the related Option, except that if the right is
exercised during a Window Period, the amount will be equal to the excess of the
Window Period Fair Market Value for the Window Period during which the Stock
Appreciation Plight is exercised over the exercise price per share of the right.
A tandem Stock Appreciation Right will have the same other terms and provisions
as the related Option. Upon and to the extent a tandem Stock Appreciation Right
is exercised, the related Option will terminate.

9.3      STAND-ALONE STOCK APPRECIATION RIGHTS

         A Stock Appreciation Right granted separately and not in tandem with an
Option will give the Holder the right to receive an appreciation distribution in
an amount equal to the excess of the Fair Market Value for the date the Stock
Appreciation Right is exercised over the per share exercise price of the right,
except that if the right is exercised during a Window Period, the amount will be
equal to the excess of the Window Period Fair Market Value for the Window Period
during which the right is exercised over the per share exercise price of the
right. A stand-alone Stock Appreciation Right will have such terms as the Plan
Administrator may determine, except that the term of the right, if not otherwise
established by the Plan Administrator, shall be 10 years from the Grant Date.

9.4      EXERCISE OF STOCK APPRECIATION RIGHTS

         Unless otherwise provided by the Plan Administrator in the instrument
that evidences the Stock Appreciation Right, the provisions of Section 7.6
relating to the termination of a Holder's employment or services shall apply
equally, to the extent applicable, to the Holder of a Stock Appreciation Right.
Stock Appreciation Rights held by Participants who are subject to Section 16 of
the Exchange Act may be exercised solely in accordance with the requirements for
compliance with Rule 16b-3 under the Exchange Act.


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                                   SECTION 10.

                                  STOCK AWARDS


10.1     GRANT OF STOCK AWARDS

         The Plan Administrator is authorized to make Awards of Common Stock to
Participants on such terms and conditions and subject to such restrictions, if
any (whether based on performance standards, periods of service or otherwise),
as the Plan Administrator shall determine, which terms, conditions and
restrictions shall be set forth in the instrument evidencing the Award. The
terms, conditions and restrictions that the Plan Administrator shall have the
power to determine shall include, without limitation, the manner in which shares
subject to Stock Awards are held during the periods they are subject to
restrictions and the circumstances under which forfeiture of Restricted Stock
shall occur by reason of termination of the Holder's services.

10.2     ISSUANCE OF SHARES

         Upon the satisfaction of any terms, conditions and restrictions
prescribed in respect to a Stock Award, or upon the Holder's release from any
terms, conditions and restrictions of a Stock Award, as determined by the Plan
Administrator, the Company shall deliver, as soon as practicable, to the Holder
or, in the case of the Holder's death, to the personal representative of the
Holder's estate or as the appropriate court directs, a stock certificate for the
appropriate number of shares of Common Stock.

10.3     WAIVER OF RESTRICTIONS

         Notwithstanding any other provisions of the Plan, the Plan
Administrator may, in its sole discretion, waive the forfeiture period and
any other terms, conditions or restrictions on any Restricted Stock under
such circumstances and subject to such terms and conditions as the Plan
Administrator shall deem appropriate.


                                   SECTION 11.

                            OTHER STOCK-BASED AWARDS


         The Plan Administrator may grant other Awards under the Plan pursuant
to which shares of Common Stock (which may, but need not, be shares of
Restricted Stock pursuant to Section 10) are or may in the future be acquired,
or Awards denominated in stock units, including ones valued using measures other
than market value. Such Other Stock-Based Awards may be granted alone or in
addition to or in tandem with any Award of any type granted under the Plan and
must be consistent with the Plan's purpose.


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                                   SECTION 12.

                           DIVIDEND EQUIVALENT RIGHTS


         Any Awards under the Plan may, in the Plan Administrator's discretion,
earn Dividend Equivalent Rights. In respect of any Award that is outstanding on
the dividend record date for Common Stock, the Participant may be credited with
an amount equal to the cash or stock dividends or other distributions that would
have been paid on the shares of Common Stock covered by such Award had such
covered shares been issued and outstanding on such dividend record date. The
Plan Administrator shall establish such rules and procedures governing the
crediting of Dividend Equivalent Plights, including the timing, form of payment
and payment contingencies of such Dividend Equivalent Rights, as it deems are
appropriate or necessary.


                                   SECTION 13.

                 LOANS, LOAN GUARANTEES AND INSTALLMENT PAYMENTS


         To assist a Holder (including a Holder who is an officer or director of
the Company) in acquiring shares of Common Stock pursuant to an Award granted
under the Plan, the Plan Administrator may authorize, either at the Grant Date
or at any time before the acquisition of Common Stock pursuant to the Award, (i)
the extension of a loan to the Holder by the Company, (ii) the payment by the
Holder of the purchase price, if any, of the Common Stock in installments, or
(iii) the guarantee by the Company of a loan obtained by the grantee from a
third party. The terms of any loans, installment payments or guarantees,
including the interest rate and terms of repayment, will be subject to the Plan
Administrator's discretion. Loans, installment payments and guarantees may be
granted with or without security. The maximum credit available is the purchase
price, if any, of the Common Stock acquired plus the maximum federal and state
income and employment tax liability that may be incurred in connection with the
acquisition.


                                   SECTION 14.

                                  ASSIGNABILITY


         No Option, Stock Appreciation Right, Other Stock-Based Award or
Dividend Equivalent Right granted under the Plan may be assigned or transferred
by the Holder other than by will or by the laws of descent and distribution, and
during the Holder's lifetime, such Awards may be exercised only by the Holder.
Notwithstanding the foregoing, and to the extent permitted by Rule 16b-3 under
the Exchange Act and Section 422 of the Code, the Plan Administrator, in its
sole discretion, may permit such assignment, transfer and exercisability and may
permit a Holder of such Awards to designate a beneficiary who may exercise the
Award or receive compensation under the Award after the Holder's death.


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                                   SECTION 15.

                                   ADJUSTMENTS


15.1     ADJUSTMENT OF SHARES

         In the event that at any time or from time to time a stock dividend,
stock split, spin-off, combination or exchange of shares, recapitalization,
merger, consolidation, distribution to stockholders other than a normal cash
dividend, or other change in the Company's corporate or capital structure
results in (i) the outstanding shares, or any securities exchanged therefor
or received in their place, being exchanged for a different number or class
of securities of the Company or of any other corporation or (ii) new,
different or additional securities of the Company or of any other corporation
being received by the holders of shares of Common Stock of the Company, then
the Plan Administrator, in its sole discretion, shall make such equitable
adjustments as it shall deem appropriate in the circumstances in (a) the
maximum number of and class of securities subject to the Plan as set forth in
Section 4. 1, (b) the maximum number and class of securities that may be made
subject to Awards to any individual Participant as set forth in Section 4.2,
and (e) the number and class of securities that a-re subject to any
outstanding Award and the per share price of such securities, without any
change in the aggregate price to be paid therefor. The determination by the
Plan Administrator as to the terms of any of the foregoing adjustments shall
be conclusive and binding.

15.2     CORPORATE TRANSACTION

         Except as otherwise provided in the instrument that evidences the
Award, in the event of any Corporate Transaction, each Option, Stock
Appreciation Right or Stock Award that is at the time outstanding shall
automatically accelerate so that each such Award shall, immediately prior to the
specified effective date for the Corporate Transaction, become 100% vested,
except that such acceleration will not occur if in the opinion of the Company's
accountants it would render unavailable "pooling of interest" accounting for a
Corporate Transaction that would otherwise qualify for such accounting
treatment. All such Awards shall terminate and cease to remain outstanding
immediately following the consummation of the Corporate Transaction, except to
the extent assumed by the successor corporation or its parent corporation. Any
such Awards that are assumed or replaced in the Corporate Transaction and do not
otherwise accelerate at that time shall be accelerated in the event the Holder's
employment or services should subsequently terminate within two years following
such Corporate Transaction, unless such employment or services are terminated by
the Company for Cause or by the Holder voluntarily without Good Reason.
Notwithstanding the foregoing, no Incentive Stock Option shall become
exercisable pursuant to this Section 15.2 without the Holder's consent, if the
result would be to cause such Option not to be treated as an Incentive Stock
Option (whether by reason of the annual limitation described in Section 8.1 or
otherwise).

15.3     FURTHER ADJUSTMENT OF AWARDS

         Without limiting the preceding Section 15.2, and subject to the
limitations set forth in Section 11, the Plan Administrator shall have the
discretion, exercisable at any time before a sale, merger, consolidation,
reorganization, liquidation or change in control of the Company, as defined by
the Plan Administrator, to take such further action as it determines to be
necessary or advisable, and fair and equitable to Participants, with respect to
Awards. Such authorized action may include (but shall not be limited to)
establishing, amending or waiving the type, terms, conditions or duration of, or
restrictions on, Awards so as to provide for earlier, later, extended


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<PAGE>


or additional time for exercise, payment or settlement or lifting restrictions,
differing methods for calculating payments or settlements, alternate forms and
amounts of payments and settlements and other modifications, and the Plan
Administrator may take such actions with respect to all Participants, to certain
categories of Participants or only to individual Participants. The Plan
Administrator may take such actions before or after granting Awards to which the
action relates and before or after any public announcement with respect to such
sale, merger, consolidation, reorganization, liquidation or change in control
that is the reason for such action.

15.4     LIMITATIONS

         The grant of Awards will in no way affect the Company's right to
adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.


                                   SECTION 16.

                              WITHHOLDING OF TAXES


         The Company may require the Holder to pay to the Company the amount of
any withholding taxes that the Company is required to withhold with respect to
the grant, exercise, payment or settlement of any Award. In such instances, the
Plan Administrator may, in its discretion and subject to the Plan and applicable
law, permit the Holder to satisfy withholding obligations, in whole or in part,
by paying cash, by electing to have the Company withhold shares of Common Stock
or by transferring shares of Common Stock to the Company, in such amounts as are
equivalent to the Fair Market Value of the withholding obligation.


                                   SECTION 17.

                        AMENDMENT AND TERMINATION OF PLAN


17.1     AMENDMENT OF PLAN

         The Plan may be amended by the stockholders of the Company. The Board
may also amend the Plan in such respects as it shall deem advisable; however, to
the extent required for compliance with Rule 16b-3 under the Exchange Act,
Section 422 of the Code or any applicable law or regulation, stockholder
approval will be required for any amendment that will (i) increase the total
number of shares as to which Options may be granted or which may be used in
payment of Stock Appreciation Rights, Performance Awards, Other Stock-Based
Awards or Dividend Equivalent Rights under the Plan or that may be issued as
Restricted Stock, (ii) materially modify the class of persons eligible to
receive Awards, (iii) materially increase the benefits accruing to Participants
under the Plan, or (iv) otherwise require stockholder approval under any
applicable law or regulation.

17.2     TERMINATION OF PLAN

         The stockholders or the Board may suspend or terminate the Plan at any
time. The Plan will have no fixed expiration date; provided, however, that no
Incentive Stock Options may be granted more than 10 years after the Plan's
effective date.


                                      -14-
<PAGE>


17.3     CONSENT OF HOLDER

         The amendment or termination of the Plan shall not, without the consent
of the Holder of any Award under the Plan, alter or impair any rights or
obligations under any Award theretofore granted under the Plan.


                                 SECTION 18.

                                  GENERAL


18.1     NOTIFICATION

The Plan Administrator shall promptly notify a Participant of an Award, and a
written grant shall promptly be executed and delivered by or on behalf of the
Company.

18.2     CONTINUED EMPLOYMENT OR SERVICES; RIGHTS IN AWARDS

         Neither the Plan, participation in the Plan as a Participant nor any
action of the Plan Administrator taken under the Plan shall be construed as
giving any Participant or employee of the Company any right to be retained in
the employ of the Company or limit the Company's right to terminate the
employment or services of the Participant.

18.3     REGISTRATION; CERTIFICATES FOR SHARES

         The Company shall be under no obligation to any Participant to register
for offering or resale under the Securities Act of 1933, as amended, or register
or qualify under state securities laws, any shares of Common Stock, security or
interest in a security paid or issued under, or created by, the Plan. The
Company may issue certificates for shares with such legends and subject to such
restrictions on transfer and stop-transfer instructions as counsel for the
Company deems necessary or desirable for compliance by the Company with federal
and state securities laws.

18.4     NO RIGHTS AS A STOCKHOLDER

         No Option, Stock Appreciation Right or Other Stock-Based Award shall
entitle the Holder to any dividend (except to the extent provided in an Award of
Dividend Equivalent Rights), voting or other right of a stockholder unless and
until the date of issuance under the Plan of the shares that are the subject of
such Awards, free of all applicable restrictions.

18.5     COMPLIANCE WITH LAWS AND REGULATIONS

         It is the Company's intention that, so long as any of the Company's
equity securities are registered pursuant to Section 12(b) or 12(g) of the
Exchange Act, the Plan shall comply in all respects with Rule 16b-3 under the
Exchange Act and, if any Plan provision is later found not to be in compliance
with such Rule, the provision shall be deemed null and void, and in all events
the Plan shall be construed in favor of its meeting the requirements of Rule
16b-3. Notwithstanding anything in the Plan to the contrary, the Board, in its
sole discretion, may bifurcate the Plan so as to restrict, limit or condition
the use of any provision of the Plan to Participants who are officers or
directors subject to Section 16 of the Exchange Act without so restricting,
limiting or conditioning the Plan with respect to other Participants.
Additionally, in interpreting and applying


                                      -15-
<PAGE>


the provisions of the Plan, any Option granted as an Incentive Stock Option
pursuant to the Plan shall, to the extent permitted by law, be construed as
an "Incentive stock option" within the meaning of Section 422 of the Code.

18.6     NO TRUST OR FUND

         The Plan is intended to constitute an "unfunded" plan. Nothing
contained herein shall require the Company to segregate any monies or other
property, or shares of Common Stock, or to create any trusts, or to make any
special deposits for any immediate or deferred amounts payable to any
Participant, and no Participant shall have any rights that are greater than
those of a general unsecured creditor of the Company.

18.7     GOVERNING LAW

         The Plan and all interpretations of its provisions shall be governed by
the laws of the state of Washington and applicable federal laws.

18.8     SEVERABILITY

         If any provision of the Plan or any Award is determined to be invalid,
illegal or unenforceable in any jurisdiction, or as to any person, or would
disqualify the Plan or any Award under any law deemed applicable by the Plan
Administrator, such provision shall be construed or deemed amended to conform to
applicable laws, or, if it cannot be so construed or deemed amended without, in
the Plan Administrator's determination, materially altering the intent of the
Plan or the Award, such provision shall be stricken as to such jurisdiction,
person or Award, and the remainder of the Plan and any such Award shall remain
in full force and effect.


                                   SECTION 19.

                                 EFFECTIVE DATE


         The Plan's effective date is the date on which it is adopted by the
Board, so long as it is approved by the Company's stockholders at any time
within 12 months of such adoption or, if earlier, and to the extent required for
compliance with Rule 16b-3 under the Exchange Act, at the next annual meeting of
the Company's stockholders after adoption of the Plan by the Board.


         ADOPTED BY THE BOARD ON JUNE 6, 1995, AND APPROVED BY THE COMPANY'S
STOCKHOLDERS ON AUGUST 30, 1995. A SUBSEQUENT AMENDMENT TO THE PLAN INCREASING
THE AMOUNT OF SHARES AVAILABLE FROM 750,000 TO 1,350,000 WAS APPROVED BY THE
BOARD ON JUNE 11, 1997, AND APPROVED BY THE COMPANY'S STOCKHOLDERS ON AUGUST 27,
1997.

         A SECOND SUBSEQUENT AMENDMENT TO THE PLAN INCREASING THE AMOUNT OF
SHARES AVAILABLE FROM 1,350,000 TO 3,350,00 WAS APPROVED BY THE BOARD ON JUNE 8,
1999, AND APPROVED BY THE COMPANY'S STOCKHOLDERS ON AUGUST 25, 1999.


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