EXHIBIT 10.3

                           EDISON CONTROL CORPORATION
                           1999 EQUITY INCENTIVE PLAN

Section 1.     Purpose

       The purpose of the Edison Control  Corporation 1999 Equity Incentive Plan
(the  "Plan") is to promote the best  interests  of Edison  Control  Corporation
(together with any successor  thereto,  the "Company") and its  shareholders  by
providing key employees and  consultants  of the Company and its  Affiliates (as
defined  below),  and members of the  Company's  Board of Directors  who are not
employees of the Company,  with an opportunity to acquire a, or increase  their,
proprietary  interest in the Company.  It is intended that the Plan will promote
continuity of management  and increased  incentive and personal  interest in the
welfare of the Company by those key employees and  consultants who are primarily
responsible for shaping and carrying out the long-range plans of the Company and
securing  the  Company's  continued  growth  and  financial  success.  Also,  by
encouraging  stock  ownership  by  directors,  the Company  seeks to attract and
retain  on its Board of  Directors  persons  of  exceptional  competence  and to
furnish an added  incentive  for them to  continue  their  association  with the
Company.

Section 2.     Definitions

       As used in the  Plan,  the  following  terms  shall  have the  respective
meanings set forth below:

       (a)  "Affiliate"  shall mean any entity that,  directly or through one or
more  intermediaries,  is controlled  by,  controls,  or is under common control
with, the Company.

       (b) "Award" shall mean any Option,  Stock Appreciation Right,  Restricted
Stock or Performance Share or other award granted under the Plan.

       (c) "Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award granted under the Plan.

       (d)  "Change  in  Control"  will be deemed to have  occurred  if: (i) any
entity not  affiliated  with the  Company  or any  Affiliate  is or becomes  the
beneficial  owner of securities of the Company  representing at least 25% of the
combined voting power of the Company's then outstanding voting securities;  (ii)
there is  consummated  any  business  combination  of the  Company  in which the
Company is not the  continuing  or  surviving  corporation  or pursuant to which
shares of the Company's  capital stock would be converted into cash,  securities
or other  property,  other than a merger of the  Company in which the holders of
the  Company's  capital  stock  immediately  prior to the  merger  have the same
proportionate   ownership  of  capital  stock  of  the   surviving   corporation
immediately after the merger, or any sale, lease, exchange or other transfer (in
one transaction or a series of related  transactions)  of all, or  substantially
all, of the consolidated assets of the Company; or (iii) the shareholders of the
Company approve any plan for the liquidation or dissolution of the Company.

       (e) "Code" shall mean the Internal  Revenue Code of 1986, as amended from
time to time.
<PAGE>

       (f) "Commission" shall mean the Securities and Exchange Commission.

       (g)  "Committee"  shall mean the  Compensation  Committee of the Board of
Directors  of the Company (or any other  committee  thereof  designated  by such
Board to  administer  the  Plan)  consisting  of not less  than two  Independent
Directors,  each of whom shall qualify as a "non-employee  director"  within the
meaning of Rule 16b-3 and as an "outside director" under Section 162(m)(4)(C) of
the Code or any successor provisions thereto.

       (h) "Consultant" shall mean any consultant or advisor to the Company, any
Subsidiary  or any  Affiliate who is not otherwise an employee of the Company or
any Affiliate who is responsible for or contributes to the management, growth or
profitability of the business of the Company or any Affiliate,  as determined by
the Committee in its discretion.

       (i)  "Exchange  Act" shall mean the  Securities  Exchange Act of 1934, as
amended from time to time.

       (j)  "Fair  Market  Value"  shall  mean,  with  respect  to any  property
(including, without limitation, any Shares or other securities), the fair market
value of such  property  determined  by such methods or  procedures  as shall be
established from time to time by the Committee.

       (k)  "Incentive  Stock Option" shall mean an option granted under Section
6(a) of the Plan that is intended to meet the requirements of Section 422 of the
Code (or any successor provision thereto).

       (l) "Independent  Directors" shall mean any member of the Company's Board
of Directors who is not an employee of the Company or of any Affiliate.

       (m) "Key  Employee"  shall mean any officer or other key  employee of the
Company  or of any  Affiliate  who is  responsible  for  or  contributes  to the
management,  growth or  profitability  of the  business  of the  Company  or any
Affiliate, as determined by the Committee in its discretion.

       (n)  "Non-Qualified  Stock  Option"  shall mean an option  granted  under
Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

       (o)  "Option"  shall mean an Incentive  Stock  Option or a  Non-Qualified
Stock Option.

       (p)  "Participant"  shall mean a Key Employee,  Consultant or Independent
Director designated to be granted an Award under the Plan.

       (q) "Performance  Period" shall mean, in relation to Performance  Shares,
any period for which a performance goal or goals have been established.

       (r)  "Performance  Share" shall mean any right granted under Section 6(d)
of the Plan that will be paid out as a Share (which, in specified circumstances,
may be a Share of Restricted Stock).

                                      -2-
<PAGE>

       (s)  "Person"  shall  mean  any  individual,  corporation,   partnership,
association,    joint-stock   company,   limited   liability   company,   trust,
unincorporated organization or government or political subdivision thereof.

       (t)  "Released  Securities"  shall mean Shares of  Restricted  Stock with
respect  to which  all  applicable  restrictions  have  expired,  lapsed or been
waived.

       (u)  "Restricted  Securities"  shall mean Awards of  Restricted  Stock or
other  Awards  under which  issued and  outstanding  Shares are held  subject to
certain restrictions pursuant to the Plan or an Award Agreement.

       (v) "Restricted Stock" shall mean any Share granted under Section 6(c) of
the Plan or, in  specified  circumstances,  a Share  paid in  connection  with a
Performance Share under Section 6(d) of the Plan.

       (w) "Rule 16b-3" shall mean Rule 16b-3 as  promulgated  by the Commission
under the Exchange Act, or any successor rule or regulation thereto.

       (x) "Shares"  shall mean shares of Common Stock of the Company,  $.01 par
value,  and such other  securities  or property as may become  subject to Awards
pursuant to an adjustment made under Section 4(b) of the Plan.

       (y) "Stock Appreciation Right" shall mean any right granted under Section
5(c) of the Plan.

Section 3.     Administration

       The Plan shall be administered by the Committee;  provided, however, that
if at any time the  Committee  shall not be in  existence,  the functions of the
Committee  as specified in the Plan shall be exercised by the Board of Directors
of the Company (the "Board") and all  references  to the Committee  herein shall
include the Board.  To the extent  permitted  by  applicable  law, the Board may
delegate to another  committee of the Board or to one or more senior officers of
the Company any or all of the authority and responsibility of the Committee with
respect to the Plan,  other than with respect to Participants who are subject to
Section 16 of the  Exchange  Act. To the extent that the Board has  delegated to
such other committee or one or more officers the authority and responsibility of
the Committee,  all references to the Committee  herein shall include such other
committee or one or more officers.

       Subject  to the  terms  of the  Plan  and  applicable  laws  and  without
limitation by reason of enumeration, the Committee shall have full discretionary
power and authority to: (i) designate  Participants;  (ii) determine the type or
types of  Awards  to be  granted  to each  Participant  under  the  Plan;  (iii)
determine  the  number of  Shares to be  covered  by (or with  respect  to which
payments,  rights or other  matters are to be  calculated  in  connection  with)
Awards granted to  Participants;  (iv) determine the terms and conditions of any
Award granted to a Participant;  (v) determine whether, to what extent and under
what circumstances Awards granted to Participants may be settled or exercised in
cash, Shares, other securities,  other Awards or other property,  and the method
or methods by which  Awards may be settled,  exercised,  canceled,  forfeited or
suspended;  (vi) determine whether,  to what extent and under what circumstances
cash,  Shares,  other Awards and 

                                      -3-
<PAGE>

other amounts payable with respect to an Award granted to Participants under the
Plan shall be deferred  either  automatically  or at the  election of the holder
thereof or of the  Committee;  (vii)  interpret and  administer the Plan and any
instrument or agreement  relating to, or Award made under,  the Plan (including,
without limitation,  any Award Agreement);  (viii) establish,  amend, suspend or
waive  such  rules and  regulations  and  appoint  such  agents as it shall deem
appropriate for the proper  administration  of the Plan; and (ix) make any other
determination  and take any other action that the Committee  deems  necessary or
desirable  for  the  administration  of the  Plan.  Unless  otherwise  expressly
provided in the Plan,  all  designations,  determinations,  interpretations  and
other  decisions  under or with respect to the Plan or any Award shall be within
the sole  discretion of the  Committee,  may be made at any time or from time to
time, and shall be final, conclusive and binding upon all Persons, including the
Company, any Affiliate, any Participant, any holder or beneficiary of any Award,
any shareholder and any employee of the Company or of any Affiliate.

Section 4.     Shares Available for Award

       (a) Shares Available. Subject to adjustment as provided in Section 4(b):

              (i) Number of Shares Available.  The number of Shares with respect
       to which Awards may be granted  under the Plan shall be 200,000,  subject
       to the  limitations set forth in Section 6(c)(i) and subject to the other
       provisions of this Section 4. If, after the  effective  date of the Plan,
       any Shares  covered by an Award  granted  under the Plan, or to which any
       Award relates, are forfeited or if an otherwise terminates, expires or is
       cancelled  prior  to  the  delivery  of all of  the  Shares  or of  other
       consideration issuable or payable pursuant to such Award, then the number
       of Shares counted  against the number of Shares  available under the Plan
       in  connection  with the grant of such  Award,  to the extent of any such
       forfeiture,  termination,  expiration  or  cancellation,  shall  again be
       available for granting of additional Awards under the Plan.

              (ii)  Accounting  for Awards.  The number of Shares  covered by an
       Award under the Plan, or to which such Award relates, shall be counted on
       the date of grant of such Award  against  the number of Shares  available
       for granting Awards under the Plan.

              (iii)  Sources  of Shares  Deliverable  Under  Awards.  Any Shares
       delivered  pursuant  to an Award  may  consist,  in whole or in part,  of
       authorized and unissued Shares and/or of treasury Shares.

       (b) Adjustments. In the event that the Committee shall determine that any
dividend  or other  distribution  (whether  in the form of cash,  Shares,  other
securities  or other  property),  recapitalization,  stock split,  reverse stock
split, reorganization,  merger, consolidation,  split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other  securities of the Company,
or other similar corporate  transaction or event affects the Shares such that an
adjustment is determined by the Committee to be  appropriate in order to prevent
dilution or  enlargement  of the benefits or potential  benefits  intended to be
made available  under the Plan, then the Committee may, in such manner as it may
deem  equitable,  adjust any or all of (i) the number and type of Shares subject
to the Plan and which  thereafter  may be made the  subject of Awards  under the
Plan;  

                                      -4-
<PAGE>

(ii) the number and type of Shares subject to outstanding  Awards; and (iii) the
grant,  purchase  or  exercise  price with  respect to any Award,  or, if deemed
appropriate,  make  provision for a cash payment to the holder of an outstanding
Award; provided, however, in each case, that with respect to Awards of Incentive
Stock  Options no such  adjustment  shall be  authorized to the extent that such
authority  would  cause the Plan to violate  Section  422(b) of the Code (or any
successor  provision  thereto);  and provided  further that the number of Shares
subject to any Award  payable or  denominated  in Shares shall always be a whole
number.

Section 5.     Eligibility

       Any Key Employee, including any executive officer or employee-director of
the Company or of any Affiliate,  and any  Consultant or  Independent  Director,
shall be eligible to be designated a Participant.

Section 6.     Awards

       (a) Option Awards. The Committee is hereby authorized to grant Options to
Key  Employees,  Consultants  and  Independent  Directors  with  the  terms  and
conditions as set forth below and with such additional terms and conditions,  in
either case not  inconsistent  with the provisions of the Plan, as the Committee
shall  determine in its  discretion;  provided,  however,  that  Consultants and
Independent Directors may not be granted Incentive Stock Options.

              (i)  Exercise  Price.  The  exercise  price per Share of an Option
       granted  pursuant  to  this  Section  6(a)  shall  be  determined  by the
       Committee;  provided, however, that such exercise price shall not be less
       than  100% of the  Fair  Market  Value of a Share on the date of grant of
       such Option.

              (ii) Option  Term.  The term of each Option  shall be fixed by the
       Committee;  provided,  however,  that in no event  shall  the term of any
       Option exceed a period of ten years from the date of its grant.

              (iii)  Exercisability  and  Method of  Exercise.  An Option  shall
       become  exercisable  in such manner and within such period or periods and
       in  such  installments  or  otherwise  as  shall  be  determined  by  the
       Committee;  provided,  however,  that regardless of any other exercise or
       vesting  period  specified  in any Award  Agreement  with  respect to any
       Option,  each  Option  granted  under the Plan shall  become  immediately
       exercisable  in full for the  remainder of the Option term  automatically
       upon the  occurrence  of a Change in Control.  The  Committee  also shall
       determine  the  method  or  methods  by  which,  and the  form or  forms,
       including,  without  limitation,  cash, Shares,  other securities,  other
       Awards, other property or any combination  thereof,  having a Fair Market
       Value on the exercise date equal to the relevant exercise price, in which
       payment of the  exercise  price with respect to any Option may be made or
       deemed to have been made.

              (iv)  Incentive  Stock Options.  The terms of any Incentive  Stock
       Option  granted  under the Plan  shall  comply in all  respects  with the
       provisions  of  Section  422 of the  Code  (or  any  successor  provision
       thereto) and any regulations promulgated thereunder.  Notwithstanding any
       provision in the Plan to the contrary,  no Incentive  Stock Option may be
       granted hereunder after the tenth anniversary of the adoption of the Plan
       by the Board.

                                      -5-
<PAGE>

       (b) Stock  Appreciation  Rights.  The  Committee is hereby  authorized to
grant Stock  Appreciation  Rights to Key Employees and Consultants.  Independent
Directors  are not eligible to be granted  Stock  Appreciation  Rights under the
Plan.  Subject to the terms of the Plan and any applicable  Award  Agreement,  a
Stock  Appreciation  Right  granted  under the Plan  shall  confer on the holder
thereof a right to receive,  upon exercise  thereof,  the excess of (i) the Fair
Market  Value of one Share on the date of exercise  over (ii) the grant price of
the Stock Appreciation  Right as specified by the Committee,  which shall not be
less than 100% of the Fair Market Value of one Share on the date of grant of the
Stock  Appreciation  Right.  Subject to the terms of the Plan,  the grant price,
term,  methods  of  exercise,  methods  of  settlement  (including  whether  the
Participant will be paid in cash,  Shares,  other  securities,  other Awards, or
other property or any combination  thereof),  and any other terms and conditions
of any Stock  Appreciation  Right shall be as determined by the Committee in its
discretion;  provided, however, that regardless of any other exercise or vesting
period  specified in any Award Agreement with respect to any Stock  Appreciation
Right,  each  Stock  Appreciation  Right  granted  under the Plan  shall  become
immediately  exercisable  in full for the  remainder  of the Stock  Appreciation
Right  term  automatically  upon the  occurrence  of a Change  in  Control.  The
Committee  may impose such  conditions  or  restrictions  on the exercise of any
Stock Appreciation Right as it may deem appropriate.

       (c) Restricted Stock Awards.

              (i) Issuance.  The Committee is hereby  authorized to grant Awards
       of Restricted Stock to Key Employees and Consultants;  provided, however,
       that the aggregate number of Shares of Restricted Stock granted under the
       Plan to all Participants as a group shall not exceed 20,000 Shares of the
       total  number of Shares  available  for  Awards  under  Section  4(a)(i),
       subject  to  Section  4(a)(ii)  and the other  provisions  of  Section 4.
       Independent  Directors  are not eligible to be granted  Restricted  Stock
       under the Plan.

              (ii)   Restrictions.   Shares  of  Restricted   Stock  granted  to
       Participants  shall be subject to such  restrictions as the Committee may
       impose in its discretion (including,  without limitation,  any limitation
       on the right to vote a Share of Restricted  Stock or the right to receive
       any dividend or other right or property),  which  restrictions  may lapse
       separately or in combination at such time or times, in such  installments
       or otherwise,  as the Committee may deem  appropriate in its  discretion;
       provided,  however,  that  regardless of any other vesting or restriction
       period  specified in any Award  Agreement  with respect to any Restricted
       Stock, each Share of Restricted Stock granted under the Plan shall become
       a Released  Security  automatically  upon the  occurrence  of a Change in
       Control.

              (iii) Registration. Any Restricted Stock granted under the Plan to
       a  Participant  may be evidenced in such manner as the Committee may deem
       appropriate in its discretion,  including, without limitation, book-entry
       registration or issuance of a stock  certificate or certificates.  In the
       event any stock  certificate is issued in respect of Shares of Restricted
       Stock granted under the Plan to a Participant,  such certificate shall be
       registered in the name of the  Participant  and shall bear an appropriate
       legend  (as  determined  by  the  Committee)   referring  to  the  terms,
       conditions and restrictions applicable to such Restricted Stock.

                                      -6-
<PAGE>

              (iv) Payment of  Restricted  Stock.  At the end of the  applicable
       restriction period relating to Restricted Stock granted to a Participant,
       one or more stock  certificates  for the appropriate  number of Shares of
       Released Securities,  free of restrictions imposed under the Plan and the
       Award  Agreement,  shall  be  delivered  to the  Participant  or,  if the
       Participant received stock certificates representing the Restricted Stock
       at the time of grant,  the legends placed on such  certificates  shall be
       removed.

              (v) Forfeiture. Except as otherwise determined by the Committee in
       its  discretion,  upon  termination  of  employment or  consultancy  of a
       Participant (as determined under criteria established by the Committee in
       its discretion) for any reason during the applicable  restriction period,
       all Shares of  Restricted  Stock still subject to  restriction  under the
       Plan  or an  Award  Agreement  shall  be  forfeited  by the  Participant;
       provided,  however,  that the Committee  may, when it finds that a waiver
       would be in the best interests of the Company,  waive in whole or in part
       any or all  remaining  restrictions  with respect to Shares of Restricted
       Stock held by a Participant.

       (d) Performance Share Awards.

              (i) Issuance.  The Committee is hereby  authorized to grant Awards
       of  Performance  Shares to Key  Employees  and  Consultants.  Independent
       Directors  are not  eligible to be granted  Performance  Shares under the
       Plan.

              (ii)  Performance  Goals  and Other  Terms.  The  Committee  shall
       determine in its discretion the Performance  Period, the performance goal
       or goals to be achieved during any Performance  Period, the proportion of
       payments, if any, to be made for performance between the minimum and full
       performance  levels, the restrictions  applicable to Shares of Restricted
       Stock received upon payment of Performance  Shares (if Performance Shares
       are paid in such  manner),  and any other  terms,  conditions  and rights
       relating  to a grant  of  Performance  Shares;  provided,  however,  that
       regardless of any other  requirements  or  restrictions  specified in any
       Award Agreement with respect to any Performance  Share,  each Performance
       Share  granted  under the Plan shall become  immediately  payable in full
       (assuming the maximum  performance goal and any other  requirements  have
       been fully  satisfied)  automatically  upon the occurrence of a Change in
       Control.  Performance  goals established by the Committee may be based on
       one or more measures such as return on shareholders' equity,  earnings or
       any  other  standard  or  standards  deemed  relevant  by the  Committee,
       measured  internally  or  relative to other  organizations  and before or
       after extraordinary items.

              (iii)  Rights and  Benefits  During the  Performance  Period.  The
       Committee may provide that,  during a Performance  Period,  a Participant
       shall be paid cash amounts,  with respect to each Performance  Share held
       by such  Participant,  in the same manner,  at the same time,  and in the
       same amount paid, as a cash dividend on a Share.  Participants shall have
       no voting rights with respect to Performance Shares held by them.

              (iv)  Adjustments  with Respect to Performance  Shares.  Any other
       provision of the Plan to the contrary notwithstanding,  the Committee may
       in its  discretion  at any time or from time to time  adjust  performance
       goals  (up or down)  and  minimum  or full 


                                      -7-
<PAGE>

       performance  levels  (and  any  intermediate  levels  and  proportion  of
       payments related  thereto),  adjust the manner in which performance goals
       are measured,  or shorten any Performance  Period or waive in whole or in
       part  any or  all  remaining  restrictions  with  respect  to  Shares  of
       Restricted  Stock  issued  in  payment  of  Performance  Shares,  if  the
       Committee  determines  that  conditions,  including  but not  limited to,
       changes in the economy,  changes in  competitive  conditions,  changes in
       laws  or  governmental   regulations,   changes  in  generally   accepted
       accounting  principles,  changes in the  Company's  accounting  policies,
       acquisitions or  dispositions  by the Company or its  Affiliates,  or the
       occurrence of other  unusual,  unforeseen  or  extraordinary  events,  so
       warrant.

              (v)  Payment  of  Performance  Shares.  As soon  as is  reasonably
       practicable  following the end of the applicable  Performance Period, one
       or more  certificates  representing  the  number of  Shares  equal to the
       number of  Performance  Shares payable shall be registered in the name of
       and delivered to the Participant;  provided,  however, that any Shares of
       Restricted  Stock payable in connection  with  Performance  Shares shall,
       pending the expiration,  lapse, or waiver of the applicable restrictions,
       be evidenced in the manner as set forth in Section 6(c)(iii) hereof.

       (e) Other Awards.

              (i) Other Stock-Based Awards. Other awards,  valued in whole or in
       part by reference to, or otherwise based on, Shares may be granted either
       alone or in  addition  to or in  conjunction  with other  Awards for such
       consideration,  if any,  and in such  amounts  and having  such terms and
       conditions as the Committee may determine.

              (ii) Other Benefits. The Committee shall have the right to provide
       types of benefits under the Plan in addition to those specifically listed
       if the committee  believes that such benefits  would further the purposes
       for which the Plan was established.

       (f) General.

              (i) No  Consideration  for  Awards.  Awards  shall be  granted  to
       Participants for no cash consideration unless otherwise determined by the
       Committee.

              (ii) Award Agreements.  Each Award granted under the Plan shall be
       evidenced by an Award  Agreement in such form or forms  (consistent  with
       the terms of the Plan) as shall have been approved by the Committee.

              (iii)  Awards May Be Granted  Separately  or  Together.  Awards to
       Participants  under the Plan may be granted  either  alone or in addition
       to, in tandem with, or in substitution  for, any other Award or any award
       granted  under any other  plan of the  Company or any  Affiliate.  Awards
       granted in addition to, or in tandem with,  other Awards,  or in addition
       to, or in tandem with, awards granted under any other plan of the Company
       or any  Affiliate,  may be  granted  either  at the same  time as or at a
       different time from the grant of such other Awards or awards.

              (iv) Forms of Payment  Under  Awards.  Subject to the terms of the
       Plan and of any applicable Award  Agreement,  payments or transfers to be
       made by the 

                                      -8-
<PAGE>

       Company or an Affiliate  upon the grant,  exercise or payment of an Award
       to a Participant may be made in such form or forms as the Committee shall
       determine,  and  may  be  made  in  a  single  payment  or  transfer,  in
       installments,  or on a deferred  basis,  in each case in accordance  with
       rules and procedures established by the Committee in its discretion. Such
       rules and procedures may include, without limitation,  provisions for the
       payment or crediting of interest on installment or deferred payments.

              (v) Limits on Transfer of Awards.  No Award  (other than  Released
       Securities),  and no right  under any such  Award,  shall be  assignable,
       alienable,  saleable or transferable  by a Participant  otherwise than by
       will or by the laws of descent  and  distribution  (or, in the case of an
       Award of Restricted Securities, to the Company);  provided, however, that
       a Participant at the discretion of the Committee may be entitled,  in the
       manner  established by the  Committee,  (A) to designate a beneficiary or
       beneficiaries to exercise his or her rights,  and to receive any property
       distributable,   with  respect  to  any  Award  upon  the  death  of  the
       Participant  or (B) to transfer any Award.  No Award (other than Released
       Securities),  and  no  right  under  any  such  Award,  may  be  pledged,
       alienated,  attached or otherwise  encumbered,  and any purported pledge,
       alienation,   attachment  or  encumbrance   thereof  shall  be  void  and
       unenforceable against the Company or any Affiliate.

              (vi) Term of Awards. Except as otherwise provided in the Plan, the
       term of each Award shall be for such period as may be  determined  by the
       Committee.

              (vii)  Share  Certificates;  Representation.  In  addition  to the
       restrictions  imposed  pursuant to Section  6(c) and Section 6(d) hereof,
       all  certificates  for Shares  delivered  under the Plan  pursuant to any
       Award or the  exercise  thereof  shall be subject  to such stop  transfer
       orders and other  restrictions  as the Committee may deem advisable under
       the  Plan  or  the  rules,  regulations  and  other  requirements  of the
       Commission,  the Nasdaq  National  Market or any other stock  exchange or
       other  market upon which such  Shares are then listed or traded,  and any
       applicable  federal or state securities laws, and the Committee may cause
       a  legend  or  legends  to be  put  on  any  such  certificates  to  make
       appropriate  reference to such  restrictions.  The  Committee may require
       each  Participant  or other Person who acquires  Shares under the Plan by
       means of an Award  originally  made to a Participant  to represent to the
       Company in writing that such Participant or other Person is acquiring the
       Shares without a view to the distribution thereof.

              (viii) Waiver of  Conditions.  The  Committee  may, in whole or in
       part,  waive any  conditions  or other  restrictions  with respect to any
       award.

Section 7.     Amendment and Termination of the Plan; Correction of Defects and 
               Omissions

       (a) Amendments to and  Termination of the Plan. The Board may at any time
amend, alter,  suspend,  discontinue or terminate the Plan;  provided,  however,
that shareholder approval of any amendment of the Plan shall also be obtained if
otherwise  required  by: (i) the Code or any rules  promulgated  thereunder  (in
order to allow for Incentive Stock Options to be granted under the Plan) or (ii)
the quotation or listing requirements of the Nasdaq National Market or any other
principal  securities exchange or market on which the Shares are then traded (in
order to maintain the  quotation or the listing of the Shares  thereon).  To the
extent permitted by applicable 


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<PAGE>

law and  subject to such  shareholder  approval as may be  required  above,  the
Committee may also amend the Plan,  provided that any such  amendments  shall be
reported  to the Board.  Termination  of the Plan shall not affect the rights of
Participants  with  respect  to  Awards  previously  granted  to  them,  and all
unexpired  Awards shall  continue in force and effect after  termination  of the
Plan  except  as they  may  lapse  or be  terminated  by  their  own  terms  and
conditions.

       (b) Correction of Defects,  Omissions and Inconsistencies.  The Committee
may in its discretion  correct any defect,  supply any omission or reconcile any
inconsistency in any Award or Award Agreement in the manner and to the extent it
shall deem desirable to carry the Plan into effect.

Section 8.     General Provisions

       (a) No  Rights  to  Awards.  No  Key  Employee,  Consultant,  Independent
Director,  Participant  or other  Person  shall have any claim to be granted any
Award under the Plan,  and there is no obligation for uniformity of treatment of
Key Employees,  Consultants,  Independent Directors,  Participants or holders or
beneficiaries  of Awards under the Plan. The terms and conditions of Awards need
not be the same with respect to each Participant.

       (b)  Withholding.  No later  than the  date as of which an  amount  first
becomes  includable in the gross income of a Participant  for federal income tax
purposes with respect to any Award under the Plan, the Participant  shall pay to
the Company,  or make  arrangements  satisfactory  to the Company  regarding the
payment of, any federal,  state,  local or foreign taxes of any kind required by
law to be withheld with respect to such amount.  Unless otherwise  determined by
the  Committee,  withholding  obligations  arising  with  respect  to  Awards to
Participants  under the Plan may be settled with Shares  previously owned by the
Participant;  provided,  however,  that  the  Participant  may not  settle  such
obligations  with Shares that are part of, or are received upon exercise of, the
Award that gives rise to the  withholding  requirement.  The  obligations of the
Company under the Plan shall be conditional on such payment or arrangements, and
the Company and any Affiliate  shall,  to the extent  permitted by law, have the
right  to  deduct  any  such  taxes  from  any  payment  otherwise  due  to  the
Participant. The Committee may establish such procedures as it deems appropriate
for the settling of withholding obligations with Shares.

       (c) No Limit on Other Compensation Arrangements. Nothing contained in the
Plan shall prevent the Company or any  Affiliate  from adopting or continuing in
effect other or additional compensation arrangements,  and such arrangements may
be either generally applicable or applicable only in specific cases.

       (d)  Rights  and Status of  Recipients  of Awards.  The grant of an Award
shall not be construed as giving a  Participant  the right to be retained in the
employ or consultancy of the Company or any Affiliate.  Further,  the Company or
any  Affiliate  may at  any  time  dismiss  a  Participant  from  employment  or
consultancy,  free  from any  liability,  or any claim  under  the Plan,  unless
otherwise  expressly provided in the Plan or in any Award Agreement.  Except for
rights  accorded  under  the Plan and  under  any  applicable  Award  Agreement,
Participants  shall  have no  rights  as  holders  of  Shares as a result of the
granting of Awards hereunder.

                                      -10-
<PAGE>

       (e)  Unfunded  Status of the Plan.  Unless  otherwise  determined  by the
Committee,  the Plan shall be unfunded  and shall not create (or be construed to
create) a trust or a separate  fund or funds.  The Plan shall not  establish any
fiduciary  relationship between the Company or the Committee and any Participant
or other Person. To the extent Person holds any right by virtue of a grant 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.

       (f) Governing Law. The validity,  construction and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with the internal laws of the State of Wisconsin and applicable federal law.

       (g) Severability.  If any provision of the Plan or any Award Agreement or
any Award is or becomes or is deemed to be invalid,  illegal or unenforceable in
any  jurisdiction,  or as to any Person or Award, or would  disqualify the Plan,
any  Award  Agreement  or any  Award  under  any law  deemed  applicable  by the
Committee,  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 determination of the Committee,  materially altering the intent of the Plan,
any Award  Agreement or the Award,  such provision  shall be stricken as to such
jurisdiction,  Person or Award,  and the  remainder of the Plan,  any such Award
Agreement and any such Award shall remain in full force and effect.

       (h) No Fractional  Shares. No fractional Shares or other securities shall
be issued or delivered  pursuant to the Plan, any Award  Agreement or any Award,
and the Committee  shall  determine  (except as otherwise  provided in the Plan)
whether cash, other securities or other property shall be paid or transferred in
lieu of any fractional  Shares or other  securities,  or whether such fractional
Shares or other  securities or any rights thereto shall be canceled,  terminated
or otherwise eliminated.

       (i) Headings.  Headings are given to the Sections and  subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or  interpretation of
the Plan or any provision thereof.

Section 9.     Effective Date of the Plan

       The Plan shall be effective on the date the Plan is adopted by the Board,
subject,  however,  to the  approval of the Plan by the  Company's  shareholders
within 12 months following the date of adoption of the Plan by the Board.

Section 10.    Term of the Plan

       No Award shall be granted under the Plan following the tenth  anniversary
of its effective date. However,  unless otherwise expressly provided in the Plan
or in an applicable Award Agreement,  any Award  theretofore  granted may extend
beyond such date and, to the extent set forth in the Plan,  the authority of the
Committee to amend, alter,  adjust,  suspend,  discontinue or terminate any such
Award,  or to waive any  conditions  or  restrictions  with  respect to any such
Award,  and the  authority of the Board to amend the Plan,  shall extend  beyond
such date.


                                      -11-