EXHIBIT 4.3

SCIENTIFIC TECHNOLOGY INCORPORATED

AMENDED AND RESTATED 
1997 EMPLOYEE STOCK PURCHASE PLAN

1. Purpose
2. Definitions
3. "Board" shall mean the Board of Directors of the Company.
4. "Code" shall mean the Internal Revenue Code of 1986, as amended.
5. "Common Stock" shall mean the Common Stock of Scientific Technologies Incorporated, an Oregon
corporation and a Designated Subsidiary of the Company.
6. "Company" shall mean Scientific Technology Incorporated and, where applicable, Scientific Technologies
Incorporated, an Oregon corporation, and any Designated Subsidiary of the Company.
7. "Compensation" shall mean all base straight time gross earnings, including variable compensation for field
service personnel, overtime, shift premium, incentive compensation, incentive payments, bonuses, lead pay and automobile allowances
but exclusive of other compensation.
8. "Designated Subsidiary" shall mean any Subsidiary which has been designated by the Board from time to time
in its sole discretion as eligible to participate in the Plan.
9. "Employee" shall mean any individual who is an Employee of the Company for tax purposes whose customary
employment with the Company is at least twenty (20) hours per week and more than five (5) months in any calendar year.
For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other
leave of absence approved by the Company.  Where the period of leave exceeds 90 days and the individual's right to reemployment is
not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of
such leave.
10. "Enrollment Date" shall mean the first day of each Offering Period.
11. "Exercise Date" shall mean the first Trading Day on or after May 1 and November 1 of each year for Offering
Periods beginning on or after January 1, 2005.  The first Exercise Date for the Offering Period beginning on January 15, 2005 shall be
May 1, 2005.
12. "Fair Market Value" shall mean, as of any date, the value of Common Stock determined as follows:
13. If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales
price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day
on the date of such determination, as reported in The Wall Street Journal or such other source as the Board deems reliable,
or;
14. If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean of the closing bid and asked prices for the Common Stock on the date of such determination, as reported in The Wall
Street Journal or such other source as the Board deems reliable, or;
15. In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Board.
16. "Offering Period" shall mean, for Offering Periods beginning on or after January 1, 2005, the periods of
approximately twenty-four (24) months during which an option granted pursuant to the Plan may be exercised, commencing on the first
Trading Day on or after May 1 and November 1 of each year and terminating on the first Trading Day on or after the May 1 and
November 1Offering Period commencement date approximately twenty-four months later; provided, however, that the first
Offering Period under the Plan after December 31, 2004 will commence with the first Trading Day on or after
January 15, 2005 and ending on the first Trading Day on or after the earlier of (i) November 1, 2006 or
(ii) twenty-seven (27) months from the beginning of the first Offering Period; and provided, further, that the second Offering
Period under the Plan after December 31, 2004 will commence on May 1, 2005.  The duration and timing of Offering
Periods may be changed pursuant to Section 4 of this Plan.
17. "Plan" shall mean this Employee Stock Purchase Plan.
18. "Purchase Period" shall mean the approximately six (6) month period commencing on one Exercise Date and
ending with the next Exercise Date, except that the first Purchase Period of any Offering Period shall commence on the Offering Date
and end with the next Exercise Date.
19. "Purchase Price" shall mean an amount equal to 85% of the Fair Market Value of a share of Common Stock
on the Enrollment Date or on the Exercise Date, whichever is lower.
20. "Reserves" shall mean the number of shares of Common Stock covered by each option under the Plan which
have not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but
not yet placed under option.
21. "Subsidiary" shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are
held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company
or a Subsidiary.
22. "Trading Day" shall mean a day on which national stock exchanges and the Nasdaq System are open for
trading.
23. Eligibility
24. Any Employee who has been continuously employed by the Company for at least six (6) consecutive months and who shall be
employed by the Company on a given Enrollment Date shall be eligible to participate in the Plan.
25. Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) to the
extent that, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee
pursuant to Section 424(d) of the Code) would own capital stock of the Company or any Subsidiary or hold outstanding options to
purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock
of the Company or of any Subsidiary, or (ii) to the extent that his or her rights to purchase stock under all employee stock
purchase plans of the Company and its Subsidiaries accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of
stock (determined at the fair market value of the shares at the time such option is granted) for each calendar year in which such option
is outstanding at any time.
26. Offering Periods
27. Participation
28. An eligible Employee may become a participant in the Plan by completing a subscription agreement authorizing payroll deductions
in the form of Exhibit A to this Plan (or in such other form or manner as the Board or its committee may determine) and filing it
with the Company's payroll office at least five (5) days prior to the applicable Enrollment Date.
29. Payroll deductions for a participant shall commence on the first payroll following the Enrollment Date and shall end on the last
payroll in the Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in
Section 10 hereof.
30. Payroll Deductions.
31. At the time a participant files his or her subscription agreement, he or she shall elect to have payroll deductions made on each
pay day during the Offering Period in an amount not exceeding fifteen percent (15%) of the Compensation which he or she receives on
each pay day during the Offering Period.
32. All payroll deductions made for a participant shall be credited to his or her account under the Plan and shall be withheld in whole
percentages only.  A participant may not make any additional payments into such account.
33. A participant may discontinue his or her participation in the Plan as provided in Section 10 hereof, or may increase or
decrease the rate of his or her payroll deductions during the Offering Period by completing or filing with the Company a new
subscription agreement authorizing a change in payroll deduction rate.  The Board may, in its discretion, limit the number of
participation rate changes during any Offering Period.  The change in rate shall be effective with the first full payroll period following
ten (10) business days after the Company's receipt of the new subscription agreement unless the Company elects to process a
given change in participation more quickly.  A participant's subscription agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof.
34. Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b)
hereof, a participant's payroll deductions may be decreased to zero percent (0%) at any time during an Offering Period.  Payroll
deductions shall recommence at the rate provided in such participant's subscription agreement at the beginning of the first Offering
Period which is scheduled to end in the following calendar year, unless terminated by the participant as provided in Section 10
hereof.
35. At the time the option is exercised, in whole or in part, or at the time some or all of the Company's Common Stock issued under the
Plan is disposed of, the participant must make adequate provision for the Company's federal, state, or other tax withholding obligations,
if any, which arise upon the exercise of the option or the disposition of the Common Stock.  At any time, the Company may, but shall
not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or
early disposition of Common Stock by the Employee.

1. A participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to
exercise his or her option under the Plan at any time by giving written notice to the Company in the form of Exhibit B to this Plan.
All of the participant's payroll deductions credited to his or her account shall be paid to such participant promptly after receipt of notice
of withdrawal and such participant's option for the Offering Period shall be automatically terminated, and no further payroll deductions
for the purchase of shares shall be made for such Offering Period.  If a participant withdraws from an Offering Period, payroll
deductions shall not resume at the beginning of the succeeding Offering Period unless the participant delivers to the Company a new
subscription agreement.
2. A participant's withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any similar
plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the
Offering Period from which the participant withdraws.

1. The maximum number of shares of the Company's Common Stock which shall be made available for sale under the Plan shall be
600,000 shares including any shares available under the 1987 Employee Stock Purchase Plan (the "1987 Plan") at the time
immediately before the 1987 ESPP terminates, subject to adjustment upon changes in capitalization of the Company as provided in
Section 19 hereof.  If, on a given Exercise Date, the number of shares with respect to which options are to be exercised exceeds
the number of shares then available under the Plan, the Company shall make a pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable.
2. The participant shall have no interest or voting right in shares covered by his option until such option has been exercised.
3. Shares to be delivered to a participant under the Plan shall be registered in the name of the participant or in the name of the
participant and his or her spouse.

1. A participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant's
account under the Plan in the event of such participant's death subsequent to an Exercise Date on which the option is exercised but
prior to delivery to such participant of such shares and cash.  In addition, a participant may file a written designation of a beneficiary
who is to receive any cash from the participant's account under the Plan in the event of such participant's death prior to exercise of the
option.  If a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such
designation to be effective.
2. 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 and in the absence of a beneficiary validly designated under the Plan 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 designate.

1. Changes in Capitalization
2. Dissolution or Liquidation
3. Merger or Asset Sale



As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at
the time of any 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.

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EXHIBIT A



SCIENTIFIC TECHNOLOGY, INCORPORATED

1997 EMPLOYEE STOCK PURCHASE PLAN

SUBSCRIPTION AGREEMENT



_____ Original Application		Enrollment Date: __________

_____ Change in Payroll Deduction Rate

_____ Change of Beneficiary(ies)

1.	_____________________________________ hereby elects to participate in the Scientific Technology, Incorporated 1997
Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") and subscribes to purchase shares of the
Company's Common Stock in accordance with this Subscription Agreement and the Employee Stock Purchase Plan.

2.	I hereby authorize payroll deductions from each paycheck in the amount of ____% of my Compensation on each payday
(from 1 to 15%) during the Offering Period in accordance with the Employee Stock Purchase Plan.  (Please note that no fractional
percentages are permitted.)

3.	I understand that said payroll deductions shall be accumulated for the purchase of shares of Common Stock at the
applicable Purchase Price determined in accordance with the Employee Stock Purchase Plan.  I understand that if I do not withdraw
from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option.

4.	I have received a copy of the complete Employee Stock Purchase Plan.  I understand that my participation in the Employee
Stock Purchase Plan is in all respects subject to the terms of the Plan.  I understand that my ability to exercise the option under this
Subscription Agreement is subject to stockholder approval of the Employee Stock Purchase Plan.

5.	Shares purchased for me under the Employee Stock Purchase Plan should be issued in the name(s) of (Employee or
Employee and Spouse only):  .

6.	I understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Enrollment Date (the
first day of the Offering Period during which I purchased such shares), I will be treated for federal income tax purposes as having
received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the
time such shares were purchased by me over the price which I paid for the shares.  I hereby agree to notify the Company in writing
within 30 days after the date of any disposition of shares and I will make adequate provision for Federal, state or other tax withholding
obligations, if any, which arise upon the disposition of the Common Stock.  The Company may, but will not be obligated to,
withhold from my compensation the amount necessary to meet any applicable withholding obligation including any withholding
necessary to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock
by me. If I dispose of such shares at any time after the expiration of the 2-year holding period, I understand that I will be treated for
federal income tax purposes as having received income only at the time of such disposition, and that such income will be taxed as
ordinary income only to the extent of an amount equal to the lesser of (1) the excess of the fair market value of the shares at the
time of such disposition over the purchase price which I paid for the shares, or (2) 15% of the fair market value of the shares on
the first day of the Offering Period.  The remainder of the gain, if any, recognized on such disposition will be taxed as capital gain.

7.	I hereby agree to be bound by the terms of the 1997 Employee Stock Purchase Plan.  The effectiveness of this Subscription
Agreement is dependent upon my eligibility to participate in the 1997 Employee Stock Purchase Plan.

8.	In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due me
under the 1997 Employee Stock Purchase Plan:

NAME:  (Please print)

_________________________________________________

(First)        (Middle)	      (Last)



_________________________________________________

Relationship

_________________________________________________

(Address)

Employee's Social Security Number:

_________________________________________________



Employee's Address:

_________________________________________________

___________________________________________





I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE
OFFERING PERIODS UNLESS TERMINATED BY ME.

Dated: ___________________ 	_______________________________________________

Signature of Employee

_______________________________________________

Spouse's Signature (If beneficiary other than spouse)

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EXHIBIT B

SCIENTIFIC TECHNOLOGY, INCORPORATED

1997 EMPLOYEE STOCK PURCHASE PLAN

NOTICE OF WITHDRAWAL

The undersigned participant in the Offering Period of the Scientific Technology, Incorporated 1997 Employee Stock Purchase
Plan which began on ___________ 20____ (the "Enrollment Date") hereby notifies the Company that he or she hereby
withdraws from the Offering Period.  He or she hereby directs the Company to pay to the undersigned as promptly as practicable all the
payroll deductions credited to his or her account with respect to such Offering Period.  The undersigned understands and agrees that
his or her option for such Offering Period will be automatically terminated.  The undersigned understands further that no further payroll
deductions will be made for the purchase of shares in the current Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new Subscription Agreement.

Name and Address of Participant:

____________________________________

____________________________________

____________________________________

Signature:

____________________________________

Date: _______________________________

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