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                                                                    Exhibit 10.1

                          OPTICAL SENSORS INCORPORATED
                             2003 STOCK OPTION PLAN
                         (As Adopted September 11, 2003)

1.   Purpose of Plan.

     The purpose of the Optical Sensors Incorporated 2003 Stock Option Plan (the
"Plan") is to advance the interests of Optical Sensors Incorporated (the
"Company") and its stockholders by enabling the Company and its Subsidiaries to
attract and retain qualified individuals through opportunities for equity
participation in the Company, and to reward those individuals who contribute to
the Company's achievement of its economic objectives.

2.   Definitions.

     The following terms will have the meanings set forth below, unless the
context clearly otherwise requires:

     2.1   "Board" means the Company's Board of Directors.

     2.2   "Broker Exercise Notice" means a written notice pursuant to which a
Participant, upon exercise of an Option, irrevocably instructs a broker or
dealer to sell a sufficient number of shares or loan a sufficient amount of
money to pay all or a portion of the exercise price of the Option and/or any
related withholding tax obligations and remit such sums to the Company and
directs the Company to deliver stock certificates to be issued upon such
exercise directly to such broker or dealer or their nominee.

     2.3   "Cause" means (i) dishonesty, fraud, misrepresentation, embezzlement
or deliberate injury or attempted injury, in each case related to the Company or
any Subsidiary, (ii) any unlawful or criminal activity of a serious nature,
(iii) any intentional and deliberate breach of a duty or duties that,
individually or in the aggregate, are material in relation to the Participant's
overall duties, or (iv) any material breach of any confidentiality or noncompete
agreement entered into with the Company or any Subsidiary.

     2.4   "Change in Control" means an event described in Section 9.1 of the
Plan.

     2.5   "Code" means the Internal Revenue Code of 1986, as amended.

     2.6   "Committee" means the group of individuals administering the Plan, as
provided in Section 3 of the Plan.

     2.7   "Common Stock" means the common stock of the Company, par value $0.01
per share, or the number and kind of shares of stock or other securities into
which such Common Stock may be changed in accordance with Section 4.3 of the
Plan.

     2.8   "Disability" means the disability of the Participant such as would
entitle the Participant to receive disability income benefits pursuant to the
long-term disability plan of the

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Company or Subsidiary then covering the Participant or, if no such plan exists
or is applicable to the Participant, the permanent and total disability of the
Participant within the meaning of Section 22(e)(3) of the Code.

     2.9   "Effective Date" means September 11, 2003.

     2.10  "Eligible Recipients" means all employees (including, without
limitation, officers and directors who are also employees) of the Company or any
Subsidiary and all non-employee directors, consultants and independent
contractors.

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

     2.12  "Fair Market Value" means, with respect to the Common Stock, as of
any date: (i) the closing sale price of the Common Stock at the end of the
regular trading session, if the Common Stock is listed, admitted to unlisted
trading privileges, or reported on any national securities exchange or on the
Nasdaq National Market on such date (or, if no shares were traded on such day,
as of the next preceding day on which there was such a trade); or (ii) if the
Common Stock is not so listed, admitted to unlisted trading privileges, or
reported on any national exchange or on the Nasdaq National Market, the closing
bid price as of such date at the end of the regular trading session, as reported
by the Nasdaq SmallCap Market, OTC Bulletin Board, the Bulletin Board Exchange
(BBX) or the National Quotation Bureaus, Inc., or other comparable service; or
(iii) if the Common Stock is not so listed or reported, such price as the
Committee determines in good faith in the exercise of its reasonable discretion.

     2.13  "Incentive Stock Option" means a right to purchase Common Stock
granted to an Eligible Recipient pursuant to Section 6 of the Plan that
qualifies as an "incentive stock option" within the meaning of Section 422 of
the Code.

     2.14  "Non-Statutory Stock Option" means a right to purchase Common Stock
granted to an Eligible Recipient pursuant to Section 6 of the Plan that does not
qualify as an Incentive Stock Option.

     2.15  "Option" means an Incentive Stock Option or a Non-Statutory Stock
Option.

     2.16  "Participant" means an Eligible Recipient who receives one or more
Options under the Plan.

     2.17  "Person" means any individual, corporation, partnership, group,
association or other "person" (as such term is used in Section 14(d) of the
Exchange Act), other than the Company, a wholly owned subsidiary of the Company
or any employee benefit plan sponsored by the Company or a wholly owned
subsidiary of the Company.

     2.18  "Previously Acquired Shares" means shares of Common Stock that are
already owned by the Participant or, with respect to any Option, that are to be
issued upon the exercise of such Option.

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     2.19  "Retirement" means normal or approved early termination of employment
or service pursuant to and in accordance with the regular retirement/pension
plan or practice of the Company or Subsidiary then covering the Participant,
provided that if the Participant is not covered by any such plan or practice,
the Participant will be deemed to be covered by the Company's plan or practice
for purposes of this determination.

     2.20  "Securities Act" means the Securities Act of 1933, as amended.

     2.21  "Subsidiary" means any entity that is directly or indirectly
controlled by the Company or any entity in which the Company has a significant
equity interest, as determined by the Committee.

3.   Plan Administration.

     3.1   The Committee. The Plan will be administered by the Board or by a
committee of the Board. So long as the Company has a class of its equity
securities registered under Section 12 of the Exchange Act, any committee
administering the Plan will consist solely of two or more members of the Board
who are "non-employee directors" within the meaning of Rule 16b-3 under the
Exchange Act. Such a committee, if established, will act by majority approval of
the members (unanimous approval with respect to action by written consent), and
a majority of the members of such a committee will constitute a quorum. As used
in the Plan, "Committee" will refer to the Board or to such a committee, if
established. To the extent consistent with applicable corporate law of the
Company's jurisdiction of incorporation, the Committee may delegate to any
officers of the Company the duties, power and authority of the Committee under
the Plan pursuant to such conditions or limitations as the Committee may
establish; provided, however, that only the Committee may exercise such duties,
power and authority with respect to Eligible Recipients who are subject to
Section 16 of the Exchange Act. The Committee may exercise its duties, power and
authority under the Plan in its sole and absolute discretion without the consent
of any Participant or other party, unless the Plan specifically provides
otherwise. Each determination, interpretation or other action made or taken by
the Committee pursuant to the provisions of the Plan will be conclusive and
binding for all purposes and on all persons, and no member of the Committee will
be liable for any action or determination made in good faith with respect to the
Plan or any Option granted under the Plan.

     3.2   Authority of the Committee.

           (a)  In accordance with and subject to the provisions of the Plan,
     the Committee will have the authority to determine all provisions of
     Options as the Committee may deem necessary or desirable and as consistent
     with the terms of the Plan, including, without limitation, the following:
     (i) the Eligible Recipients to be selected as Participants; (ii) the nature
     and extent of the Option to be made to each Participant (including the
     number of shares of Common Stock to be subject to each Option, any exercise
     price, the manner in which Options will vest or become exercisable) and the
     form of written agreement, if any, evidencing such Option; (iii) the time
     or times when Options will be granted; (iv) the duration of each Option;
     and (v) the restrictions and other conditions to which the payment or

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     vesting of Options may be subject. In addition, the Committee will have the
     authority under the Plan in its sole discretion to pay the economic value
     of any Option in the form of cash, Common Stock or any combination of both.

           (b)  Subject to Section 3.2(d), below, the Committee will have the
     authority under the Plan to amend or modify the terms of any outstanding
     Option in any manner, including, without limitation, the authority to
     modify the number of shares or other terms and conditions of an Option,
     extend the term of an Option, accelerate the exercisability or vesting or
     otherwise terminate any restrictions relating to an Option, accept the
     surrender of any outstanding Option or, to the extent not previously
     exercised or vested, authorize the grant of new Options in substitution for
     surrendered Options; provided, however that the amended or modified terms
     are permitted by the Plan as then in effect and that any Participant
     adversely affected by such amended or modified terms has consented to such
     amendment or modification.

           (c)  In the event of (i) any reorganization, merger, consolidation,
     recapitalization, liquidation, reclassification, stock dividend, stock
     split, combination of shares, rights offering, extraordinary dividend or
     divestiture (including a spin-off) or any other change in corporate
     structure or shares; (ii) any purchase, acquisition, sale, disposition or
     write-down of a significant amount of assets or a significant business;
     (iii) any change in accounting principles or practices, tax laws or other
     such laws or provisions affecting reported results; or (iv) any other
     similar change, in each case with respect to the Company or any other
     entity whose performance is relevant to the grant or vesting of an Option,
     the Committee (or, if the Company is not the surviving corporation in any
     such transaction, the board of directors of the surviving corporation) may,
     without the consent of any affected Participant, amend or modify the
     vesting criteria of any outstanding Option that is based in whole or in
     part on the financial performance of the Company (or any Subsidiary or
     division or other subunit thereof) or such other entity so as equitably to
     reflect such event, with the desired result that the criteria for
     evaluating such financial performance of the Company or such other entity
     will be substantially the same (in the sole discretion of the Committee or
     the board of directors of the surviving corporation) following such event
     as prior to such event; provided, however, that the amended or modified
     terms are permitted by the Plan as then in effect.

4.   Shares Available for Issuance.

     4.1   Maximum Number of Shares Available; Certain Restrictions on Awards.
Subject to adjustment as provided in Section 4.3 of the Plan, the maximum number
of shares of Common Stock that will be available for issuance under the Plan
will be 1,050,000 shares of Common Stock, less (x) the number of shares subject
to awards outstanding, as of the effective date of the Plan, under the Company's
1989 Omnibus Stock Option Plan, as amended, and the Company's Amended and
Restated 1993 Stock Option Plan, as amended, plus (y) the number of shares in
the foregoing clause (x) which are not thereafter issued or are forfeited and
which would otherwise have become available for issuance under the terms of such
plans, or such greater number as may be approved by the Board pursuant to this
Section 4.1. Notwithstanding any other provision of the Plan to the contrary, no
Participant in the Plan may be granted, during any calendar year, Options
relating to more than an

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aggregate of 100,000 shares of Common Stock, in each case subject to adjustment
as provided in Section 4.3 of the Plan. To the extent permitted by applicable
corporate law, the shares available for issuance under the Plan may, at the
election of the Committee, be either treasury shares or shares authorized but
unissued, and, if treasury shares are used, all references in the Plan to the
issuance of shares will, for corporate law purposes, be deemed to mean the
transfer of shares from treasury.

     4.2   Accounting for Options. Shares of Common Stock that are issued under
the Plan or that are subject to outstanding Options will be applied to reduce
the maximum number of shares of Common Stock remaining available for issuance
under the Plan; provided, however, that shares subject to an Option that lapses,
expires, is forfeited or for any reason is terminated unexercised or unvested or
is settled or paid in cash or any form other than shares of Common Stock will
automatically again become available for issuance under the Plan. To the extent
that the exercise price of any Option and/or associated tax withholding
obligations are paid by tender or attestation as to ownership of Previously
Acquired Shares, or to the extent that such tax withholding obligations are
satisfied by withholding of shares otherwise issuable upon exercise of the
Option, only the number of shares of Common Stock issued net of the number of
shares tendered, attested to or withheld will be applied to reduce the maximum
number of shares of Common Stock remaining available for issuance under the
Plan.

     4.3   Adjustments to Shares and Options. In the event of any
reorganization, merger, consolidation, recapitalization, liquidation,
reclassification, stock dividend, stock split, combination of shares, rights
offering, divestiture or extraordinary dividend (including a spin-off) or any
other change in the corporate structure or shares of the Company, the Committee
(or, if the Company is not the surviving corporation in any such transaction,
the board of directors of the surviving corporation) will make appropriate
adjustment (which determination will be conclusive) as to the number and kind of
securities or other property (including cash) available for issuance or payment
under the Plan and, in order to prevent dilution or enlargement of the rights of
Participants, the number and kind of securities or other property (including
cash) subject to outstanding Options and the exercise price of outstanding
Options.

5.   Participation.

     Participants in the Plan will be those Eligible Recipients who, in the
judgment of the Committee, have contributed, are contributing or are expected to
contribute to the achievement of economic objectives of the Company or its
Subsidiaries. Eligible Recipients may be granted from time to time one or more
Options, singly or in combination or in tandem with other Options, as may be
determined by the Committee in its sole discretion. Options will be deemed to be
granted as of the date specified in the grant resolution of the Committee, which
date will be the date of any related agreement with the Participant.

6.   Options.

     6.1   Grant. An Eligible Recipient may be granted one or more Options under
the Plan, and such Options will be subject to such terms and conditions,
consistent with the other provisions of the Plan, as may be determined by the
Committee in its sole discretion. The Committee may

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designate whether an Option is to be considered an Incentive Stock Option or a
Non-Statutory Stock Option. To the extent that any Incentive Stock Option
granted under the Plan ceases for any reason to qualify as an "incentive stock
option" for purposes of Section 422 of the Code, such Incentive Stock Option
will continue to be outstanding for purposes of the Plan but will thereafter be
deemed to be a Non-Statutory Stock Option.

     6.2   Exercise Price. The per share price to be paid by a Participant upon
exercise of an Option will be determined by the Committee in its discretion at
the time of the Option grant; provided, however, that such price will not be
less than 100% of the Fair Market Value of one share of Common Stock on the date
of grant with respect to any Option (110% of the Fair Market Value with respect
to an Incentive Stock Option if, at the time such Incentive Stock Option is
granted, the Participant owns, directly or indirectly, more than 10% of the
total combined voting power of all classes of stock of the Company or any parent
or subsidiary corporation of the Company).

     6.3   Exercisability and Duration. An Option will become exercisable at
such times and in such installments and upon such terms and conditions as may be
determined by the Committee in its sole discretion at the time of grant
(including without limitation that the Participant remain in the continuous
employ or service of the Company or a Subsidiary for a certain period);
provided, however, that no Option may be exercisable prior to six months from
its date of grant (other than as provided in Section 7.1 of the Plan) or after
10 years from its date of grant (five years from its date of grant in the case
of an Incentive Stock Option if, at the time the Incentive Stock Option is
granted, the Participant owns, directly or indirectly, more than 10% of the
total combined voting power of all classes of stock of the Company or any parent
or subsidiary corporation of the Company).

     6.4   Payment of Exercise Price. The total purchase price of the shares to
be purchased upon exercise of an Option will be paid entirely in cash (including
check, bank draft or money order); provided, however, that the Committee, in its
sole discretion and upon terms and conditions established by the Committee, may
allow such payments to be made, in whole or in part, by tender of a Broker
Exercise Notice, by tender, or attestation as to ownership, of Previously
Acquired Shares that have been held for the period of time necessary to avoid a
charge to the Company's earnings for financial reporting purposes and that are
otherwise acceptable to the Committee, or by a combination of such methods. For
purposes of such payment, Previously Acquired Shares tendered or covered by an
attestation will be valued at their Fair Market Value on the exercise date.

     6.5   Manner of Exercise. An Option may be exercised by a Participant in
whole or in part from time to time, subject to the conditions contained in the
Plan and in the agreement evidencing such Option, by delivery in person, by
facsimile or electronic transmission or through the mail of written notice of
exercise to the Company at its principal executive office in Minneapolis,
Minnesota and by paying in full the total exercise price for the shares of
Common Stock to be purchased in accordance with Section 6.4 of the Plan.

7.   Effect of Termination of Employment or Other Service.

     7.1   Termination Due to Death or Disability. Subject to Section 7.5 of the
Plan, in the event a Participant's employment or other service with the Company
and all Subsidiaries is

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terminated by reason of death or Disability all outstanding Options then held by
the Participant will, to the extent exercisable as of such termination, remain
exercisable for a period of one (1) year after such termination (but in no event
after the expiration date of any such Option). Options not exercisable as of
Death or Disability will be forfeited and terminate.

     7.2   Termination Due to Retirement. Subject to Section 7.5 of the Plan, in
the event a Participant's employment or other service with the Company and all
Subsidiaries is terminated by reason of Retirement all outstanding Options then
held by the Participant will, to the extent exercisable as of such termination,
remain exercisable for a period of three (3) months after such termination (but
in no event after the expiration date of any such Option). Options not
exercisable as of such Retirement will be forfeited and terminate.

     7.3   Termination for Reasons Other than Death, Disability or Retirement.
Subject to Section 7.5 of the Plan, in the event a Participant's employment or
other service is terminated with the Company and all Subsidiaries for any reason
other than death, Disability or Retirement, or a Participant is in the employ of
a Subsidiary and the Subsidiary ceases to be a Subsidiary of the Company (unless
the Participant continues in the employ of the Company or another Subsidiary)
all outstanding Options then held by the Participant will, to the extent
exercisable as of such termination, remain exercisable in full for a period of
three (3) months after such termination (but in no event after the expiration
date of any such Option). Options not exercisable as of such termination will be
forfeited and terminate.

     7.4   Modification of Rights Upon Termination. Notwithstanding the other
provisions of this Section 7, upon a Participant's termination of employment or
other service with the Company and all Subsidiaries, the Committee may, in its
sole discretion (which may be exercised at any time on or after the date of
grant, including following such termination), cause Options (or any part
thereof) then held by such Participant to become or continue to become
exercisable and/or remain exercisable following such termination of employment
or service, in each case in the manner determined by the Committee; provided,
however, that no Option will become exercisable or vest prior to six months from
its date of grant (unless such exercisability or vesting is by reason of death
or Disability), and no Option may remain exercisable or continue to vest for
more than two years beyond the date such Option would have terminated if not for
the provisions of this Section 7.4 but in no event beyond its expiration date.

     7.5   Effects of Actions Constituting Cause. Notwithstanding anything in
the Plan to the contrary, in the event that a Participant is determined by the
Committee, acting in its sole discretion, to have committed any action which
would constitute Cause as defined in Section 2.3, irrespective of whether such
action or the Committee's determination occurs before or after termination of
such Participant's employment or service with the Company or any Subsidiary, all
rights of the Participant under the Plan and any agreements evidencing an Option
then held by the Participant shall terminate and be forfeited without notice of
any kind. The Company may defer the exercise of any Option for a period of up to
forty-five (45) days in order for the Committee to make any determination as to
the existence of Cause.

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     7.6   Determination of Termination of Employment or Other Service. Unless
the Committee otherwise determines in its sole discretion, a Participant's
employment or other service will, for purposes of the Plan, be deemed to have
terminated on the date recorded on the personnel or other records of the Company
or the Subsidiary for which the Participant provides employment or service, as
determined by the Committee in its sole discretion based upon such records.

8.   Payment of Withholding Taxes.

     8.1   General Rules. The Company is entitled to (a) withhold and deduct
from future wages of the Participant (or from other amounts that may be due and
owing to the Participant from the Company or a Subsidiary), or make other
arrangements for the collection of, all legally required amounts necessary to
satisfy any and all federal, foreign, state and local withholding and
employment-related tax requirements attributable to an Option, including,
without limitation, the grant, or exercise or vesting of, an Option or a
disqualifying disposition of stock received upon exercise of an Incentive Stock
Option, or (b) require the Participant promptly to remit the amount of such
withholding to the Company before taking any action, including issuing any
shares of Common Stock, with respect to an Option.

     8.2   Special Rules. The Committee may, in its sole discretion and upon
terms and conditions established by the Committee, permit or require a
Participant to satisfy, in whole or in part, any withholding or
employment-related tax obligation described in Section 8.1 of the Plan by
electing to tender, or by attestation as to ownership of, Previously Acquired
Shares that have been held for the period of time necessary to avoid a charge to
the Company's earnings for financial reporting purposes and that are otherwise
acceptable to the Committee, by delivery of a Broker Exercise Notice or a
combination of such methods. For purposes of satisfying a Participant's
withholding or employment-related tax obligation, Previously Acquired Shares
tendered or covered by an attestation will be valued at their Fair Market Value.

9.   Change in Control.

     9.1   Change in Control. For purposes of this Article 9, a "Change in
Control" is the occurrence of any of the following on or after the Effective
Date:

           (a)  the sale, lease, exchange or other transfer, directly or
     indirectly, of all or substantially all of the assets of the Company, in
     one transaction or in a series of related transactions, to any Person;

           (b)  the sale, lease, exchange or other transfer, directly or
     indirectly, of the assets comprising the Company's CapnoProbe Product Line,
     in one transaction or in a series of related transactions, to any Person;

           (c)  the approval by the shareholders of the Company of any plan or
     proposal for the liquidation or dissolution of the Company;

           (d)  any Person, other than Hayden R. Fleming, Circle F Ventures,
     LLC, a Georgia limited liability company, Circle F Ventures II, LLC, a
     Georgia limited liability company, or

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     any of their Affiliates, is or becomes the "beneficial owner" (as defined
     in Rule 13d-3 under the Exchange Act), directly or indirectly, of (a) 20
     percent or more, but not more than 50 percent, of the combined voting power
     of the Company's outstanding securities ordinarily having the right to vote
     at elections of directors, unless the transaction resulting in such
     ownership has been approved in advance by the "continuity directors," as
     defined at Subsection (b), or (b) more than 50 percent of the combined
     voting power of the Company's outstanding securities ordinarily having the
     right to vote at elections of directors (regardless of any approval by the
     continuity directors);

           (e)  a merger or consolidation to which the Company is a party if the
     shareholders of the Company immediately prior to the effective date of such
     merger or consolidation have, solely on account of ownership of securities
     of the Company at such time, "beneficial ownership" (as defined in Rule
     13d-3 under the Exchange Act) immediately following the effective date of
     such merger or consolidation of securities of the surviving company
     representing (a) 50 percent or more, but not more than 80 percent, of the
     combined voting power of the surviving corporation's then outstanding
     securities ordinarily having the right to vote at elections of directors,
     unless such merger or consolidation has been approved in advance by the
     continuity directors, or (b) less than 50 percent of the combined voting
     power of the surviving corporation's then outstanding securities ordinarily
     having the right to vote at elections of directors (regardless of any
     approval by the continuity directors);

           (f)  the continuity directors cease for any reason to constitute at
     least a majority the Board; or

           (g)  a change in control of a nature that is determined by outside
     legal counsel to the Company, in a written opinion specifically referencing
     this provision of the Plan, to be required to be reported (assuming such
     event has not been "previously reported") pursuant to section 13 or 15(d)
     of the Exchange Act, whether or not the Company is then subject to such
     reporting requirement, as of the effective date of such change in control.

     9.2   Continuity Directors For purposes of this Section 9.1, "continuity
director" means any individual who is a member of the Board on the Effective
Date, while he or she is a member of the Board, and any individual who
subsequently becomes a member of the Board whose election or nomination for
election by the Company's shareholders was approved by a vote of at least a
majority of the directors who are continuity directors (either by a specific
vote or by approval of the proxy statement of the Company in which such
individual is named as a nominee for director without objection to such
nomination). For example, if a majority of the three individuals constituting
the Board on the Effective Date, approved a proxy statement in which two
different individuals were nominated to replace two of the individuals who were
members of the Board on the Effective Date, upon their election by the Company's
shareholders, the two newly elected directors would join the one remaining
director who was a member of the Board on the Effective Date as continuity
directors. Individuals subsequently joining the Board could become continuity
directors under the principles reflected in this example.

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     9.3   Acceleration of Vesting. If a Change of Control of the Company shall
occur, then, without any action by the Committee or the Board, all outstanding
Options shall become immediately exercisable in full and shall remain
exercisable during the remaining term thereof, regardless of whether the
employment or other status of the Participants with respect to which Options
have been granted shall continue with the Company or any subsidiary.

     9.4   Cash Payment. If a Change in Control of the Company occurs, then the
Committee, if approved by the Committee in its sole discretion either in an
agreement evidencing an Option at the time of grant or at any time after the
grant of an Option, and without the consent of any Participant affected thereby,
may determine that:

           (a)  some or all Participants holding outstanding Options will
     receive, with respect to some or all of the shares of Common Stock subject
     to such Options, as of the effective date of any such Change in Control of
     the Company, cash in an amount equal to the excess of the Fair Market Value
     of such shares immediately prior to the effective date of such Change in
     Control of the Company over the exercise price per share of such Options;
     and

           (b)  any Options which, as of the effective date of any such Change
     in Control, are "underwater" (as defined in Section 3.2(d)) shall terminate
     as of the effective date of any such Change in Control.

     9.5   Limitation on Change in Control Payments. Notwithstanding anything in
Section 9.3 or 9.4 of the Plan to the contrary, if, with respect to a
Participant, the acceleration of the exercisability of an Option as provided in
Section 9.3 or the payment of cash in exchange for all or part of an Option as
provided in Section 9.4 (which acceleration or payment could be deemed a
"payment" within the meaning of Section 280G(b)(2) of the Code), together with
any other "payments" that such Participant has the right to receive from the
Company or any corporation that is a member of an "affiliated group" (as defined
in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of
which the Company is a member, would constitute a "parachute payment" (as
defined in Section 280G(b)(2) of the Code), then the "payments" to such
Participant pursuant to Section 9.3 or 9.4 of the Plan will be reduced to the
largest amount as will result in no portion of such "payments" being subject to
the excise tax imposed by Section 4999 of the Code; provided, that such
reduction shall be made only if the aggregate amount of the payments after such
reduction exceeds the difference between (A) the amount of such payments absent
such reduction minus (B) the aggregate amount of the excise tax imposed under
Section 4999 of the Code attributable to any such excess parachute payments.
Notwithstanding the foregoing sentence, if a Participant is subject to a
separate agreement with the Company or a Subsidiary which specifically provides
that payments attributable to one or more forms of employee stock incentives or
to payments made in lieu of employee stock incentives will not reduce any other
payments under such agreement, even if it would constitute an excess parachute
payment, or provides that the Participant will have the discretion to determine
which payments will be reduced in order to avoid an excess parachute payment,
then the limitations of this Section 9.5 will, to that extent, not apply.

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10.  Rights of Eligible Recipients and Participants; Transferability.

     10.1  Employment or Service. Nothing in the Plan will interfere with or
limit in any way the right of the Company or any Subsidiary to terminate the
employment or service of any Eligible Recipient or Participant at any time, nor
confer upon any Eligible Recipient or Participant any right to continue in the
employ or service of the Company or any Subsidiary.

     10.2  Rights as a Stockholder. As a holder of Options, a Participant will
have no rights as a stockholder unless and until such Options are exercised for,
or paid in the form of, shares of Common Stock and the Participant becomes the
holder of record of such shares. Except as otherwise provided in the Plan, no
adjustment will be made for dividends or distributions with respect to such
Options as to which there is a record date preceding the date the Participant
becomes the holder of record of such shares, except as the Committee may
determine in its discretion.

     10.3  Restrictions on Transfer.

           (a)  Except pursuant to testamentary will or the laws of descent and
     distribution or as otherwise expressly permitted by subsections (b) and (c)
     below, no right or interest of any Participant in an Option prior to the
     exercise of such Option will be assignable or transferable, or subjected to
     any lien, during the lifetime of the Participant, either voluntarily or
     involuntarily, directly or indirectly, by operation of law or otherwise.

           (b)  A Participant will be entitled to designate a beneficiary to
     receive an Option upon such Participant's death, and in the event of such
     Participant's death, payment of any amounts due under the Plan will be made
     to, and exercise of any Options (to the extent permitted pursuant to
     Section 7 of the Plan) may be made by, such beneficiary. If a deceased
     Participant has failed to designate a beneficiary, or if a beneficiary
     designated by the Participant fails to survive the Participant, payment of
     any amounts due under the Plan will be made to, and exercise of any Options
     (to the extent permitted pursuant to Section 8 of the Plan) may be made by,
     the Participant's legal representatives, heirs and legatees. If a deceased
     Participant has designated a beneficiary and such beneficiary survives the
     Participant but dies before complete payment of all amounts due under the
     Plan or exercise of all exercisable Options, then such payments will be
     made to, and the exercise of such Options may be made by, the legal
     representatives, heirs and legatees of the beneficiary.

           (c)  Upon a Participant's request, the Committee may, in its sole
     discretion, permit a transfer of all or a portion of a Non-Statutory Stock
     Option, other than for value, to such Participant's child, stepchild,
     grandchild, parent, stepparent, grandparent, spouse, former spouse,
     sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
     daughter-in-law, brother-in-law, or sister-in-law, any person sharing such
     Participant's household (other than a tenant or employee), a trust in which
     any of the foregoing have more than fifty percent of the beneficial
     interests, a foundation in which any of the foregoing (or the Participant)
     control the management of assets, and any other entity in which these
     persons (or the Participant) own more than fifty percent of the voting
     interests. Any permitted transferee will remain subject to all the terms
     and conditions applicable to the Participant prior to the transfer. A

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     permitted transfer may be conditioned upon such requirements as the
     Committee may, in its sole discretion, determine, including, but not
     limited to execution and/or delivery of appropriate acknowledgements,
     opinion of counsel, or other documents by the transferee.

     10.4  Non-Exclusivity of the Plan. Nothing contained in the Plan is
intended to modify or rescind any previously approved compensation plans or
programs of the Company or create any limitations on the power or authority of
the Board to adopt such additional or other compensation arrangements as the
Board may deem necessary or desirable.

11.  Securities Law and Other Restrictions.

     Notwithstanding any other provision of the Plan or any agreements entered
into pursuant to the Plan, the Company will not be required to issue any shares
of Common Stock under this Plan, and a Participant may not sell, assign,
transfer or otherwise dispose of shares of Common Stock issued pursuant to
Options granted under the Plan, unless (a) there is in effect with respect to
such shares a registration statement under the Securities Act and any applicable
securities laws of a state or foreign jurisdiction or an exemption from such
registration under the Securities Act and applicable state or foreign securities
laws, and (b) there has been obtained any other consent, approval or permit from
any other U.S. or foreign regulatory body which the Committee, in its sole
discretion, deems necessary or advisable. The Company may condition such
issuance, sale or transfer upon the receipt of any representations or agreements
from the parties involved, and the placement of any legends on certificates
representing shares of Common Stock, as may be deemed necessary or advisable by
the Company in order to comply with such securities law or other restrictions.

12.  Plan Amendment, Modification and Termination.

     The Board may suspend or terminate the Plan or any portion thereof at any
time, and may amend the Plan from time to time in such respects as the Board may
deem advisable in order that Options under the Plan will conform to any change
in applicable laws or regulations or in any other respect the Board may deem to
be in the best interests of the Company; provided, however, that no such
amendments to the Plan will be effective without approval of the Company's
stockholders if stockholder approval of the amendment is then required pursuant
to Section 422 of the Code or the rules of any stock exchange or Nasdaq or
similar regulatory body that are applicable to the Company. No termination,
suspension or amendment of the Plan may adversely affect any outstanding Option
without the consent of the affected Participant; provided, however, that this
sentence will not impair the right of the Committee to take whatever action it
deems appropriate under Sections 3.2(c), 4.3 and 9 of the Plan.

13.  Effective Date and Duration of the Plan.

     The Plan is effective as of the Effective Date. The Plan will terminate at
midnight on September 10, 2013, and may be terminated prior to such time by
Board action. No Option will be granted after termination of the Plan. Options
outstanding upon termination of the Plan may continue to be exercised, or become
free of restrictions, according to their terms.

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14.  Miscellaneous.

     14.1  Governing Law. Except to the extent expressly provided herein or in
connection with other matters of corporate governance and authority (all of
which shall be governed by the laws of the Company's jurisdiction of
incorporation), the validity, construction, interpretation, administration and
effect of the Plan and any rules, regulations and actions relating to the Plan
will be governed by and construed exclusively in accordance with the laws of the
State of Minnesota, notwithstanding the conflicts of laws principles of any
jurisdictions.

     14.2  Successors and Assigns. The Plan will be binding upon and inure to
the benefit of the successors and permitted assigns of the Company and the
Participants.

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