EXHIBIT 4.1


                        TECHNOLOGY RESEARCH CORPORATION
                         2000 LONG TERM INCENTIVE PLAN

                                  SECTION 1

                                   GENERAL

SECTION 1.1  Purpose.  The Technology Research Corporation 2000 Long Term
Incentive Plan (the "Plan") has been established by Technology Research
Corporation (the "Company") to (i) attract and retain key management employees
who are expected to make significant contributions to the success of the
Company; (ii) motivate such key employees, by means of appropriate incentives,
to achieve the Company's long-range goals; (iii) provide incentive compensation
opportunities that are competitive with those of other similar companies; (iv)
compensate its Directors in lieu of cash compensation; and (v) further identify
such key employees' interests with those of the Company's other shareholders
through compensation incentives that are based on the performance of the
Company's common stock; and thereby promote the long-term financial interests
of the Company, including the growth in value of the Company's equity and
enhancement of long-term shareholder return.  Unless otherwise defined herein,
all capitalized terms are defined in Section 7 herein.

SECTION 1.2  Participation.  Subject to the terms and conditions of the Plan,
the Committee shall determine and designate, from time to time, from among the
Eligible Employees, those persons who will be granted one or more Awards under
the Plan, and thereby become "Participants" in the Plan.  In the discretion of
the Committee, a Participant may be granted any Award permitted under the
provisions of the Plan and more than one Award may be granted to each
Participant.  Awards may be granted as alternatives to or replacement of awards
outstanding under the Plan, or any other plan or arrangement of the Company or
a Related Company (including a plan or arrangement of a business or entity, all
or a portion of which is acquired by the Company or a Related Company).

SECTION 1.3  Name of Plan.  The name of this Plan shall be known as the
Technology Research Corporation 2000 Long Term Incentive Plan.

SECTION 1.4  Administration.  Subject to the express provisions of the Plan,
the Committee has the authority to interpret the Plan; determine eligibility
for and grant Awards; determine, modify or waive the terms and conditions of
any Award; prescribe forms, rules and procedures (which it may modify or
waive); provide Awards to employees of subsidiary corporations or non-U.S.
citizens that are employed by the Company or a Related Company; and otherwise
do all things necessary to implement the Plan.  Once a written agreement
evidencing an Award hereunder has been provided to a Participant, the Committee
may not, without the Participant's consent, alter the terms of the Award so as
to affect adversely the Participant's rights under the Award, unless the
Committee expressly reserved the right to do so in writing at the time of such
delivery. In the case of any Award intended to be eligible for the performance-
based compensation exception under Section 162(m), the Committee may modify the
terms of the Plan or may create one or more subplans, in each case on such
terms as it deems necessary or appropriate; provided, however, that no such
action by the Committee shall increase the total number of shares issuable
hereunder.



                                       1
                                  SECTION 2

                                   OPTIONS

SECTION 2.1  Definitions.  The grant of an "Option" entitles the Participant to
purchase shares of Stock at an exercise price established by the Committee.
Options granted under this Section 2 may be either Incentive Stock Options or
Non-Qualified Stock Options, as determined in the discretion of the Committee.
An "Incentive Stock Option" is an Option that is intended to satisfy the
requirements applicable to an "incentive stock option" described in Section
422(b) of the Code.  A "Non-Qualified Option" is an Option that is not intended
to be an "incentive stock option", as that term is described in section 422(b)
of the Code.

SECTION 2.2  Exercise Price.  The "Exercise Price" of each Option granted under
this Section 2 shall be established by the Committee or shall be determined by
a method established by the Committee at the time the Option is granted; except
that the Exercise Price for any incentive stock option shall not be less than
100% of the Fair Market Value of a share of Stock as of the Pricing Date.  For
purposes of the preceding sentence, the "Pricing Date" shall be the date on
which the Option is granted, except that the Committee may provide that:
(i) the Pricing Date is the date on which the recipient is hired or promoted
(or similar event) if the grant of the Option occurs not more than 90 days
after the date of such hiring, promotion or other event; and (ii) if an Option
is granted in tandem with, or in substitution for, an outstanding Award, the
Pricing Date is the date of grant of such outstanding Award.

SECTION 2.3  Expiration Date.  The "Expiration Date" with respect to an Option
means the date the Option is deemed to expire, as determined by the Committee
at the time of the grant; provided, however, that the Expiration Date with
respect to any Option shall not be later than the earliest to occur of:

     (a)  the ten-year anniversary of the date on which the Option is granted;

     (b)  if the Participant's date of termination occurs by reason of death
or disability, the one-year anniversary of such date of termination;

     (c)  if the Participant's date of termination occurs by reason of
retirement, the three year anniversary of such date of termination;

     (d)  if the Participant's date of termination occurs for reasons other
than Retirement, death or Disability, the 90-day anniversary of such date of
termination; subject, however, to the terms of the applicable Option Agreement
approved by the Committee.

     (e)  If the Participant dies while the Option is otherwise exercisable,
the Expiration Date may be later than the dates set forth above, provided
that it is not later than the first anniversary of the date of death.  Notwith-
standing the foregoing provisions of this subsection 2.3, the Committee shall
be authorized to extend the Expiration Date for any non-qualified stock options
granted under the Plan; subject, however, to the terms of the applicable Option
Agreement approved by the Committee.







                                       2
SECTION 2.4  Settlement of Award.  Distribution following exercise of an Option
and shares of Stock distributed pursuant to such exercise shall be subject to
such conditions, restrictions and contingencies as the Committee may establish.
The Committee, in its discretion, may impose such conditions, restrictions and
contingencies with respect to shares of Stock acquired pursuant to the exercise
of an Option as the Committee determines to be desirable.

SECTION 2.5  Other Restrictions.  Incentive Stock Options and Non-qualified
Stock Options may be granted under the Plan in such numbers, at such prices and
on such terms and conditions as the Committee shall determine, including the
cancellation of existing options and issuance of a replacement option, provided
that such options shall comply with and be subject to the following terms and
conditions:

     (a)  Annual Grant Limitation.  No employee shall be granted an Incentive
Stock Option to the extent that the aggregate Fair Market Value of Shares made
subject to such option (determined as of the date such option is granted) which
are exercisable for the first time by a key employee during any one calendar
year exceeds the sum of $100,000 (the "Limitation Amount").  Incentive Stock
Options granted under the Plan and all other plans of the Company or affiliated
entity of the Company shall be aggregated for purposes of determining whether
the Limitation Amount has been exceeded.  The Committee may impose such
conditions as it deems appropriate on an Incentive Stock Option to ensure that
the foregoing requirement is met.  If any Incentive Stock Options that are
granted under the Plan have an aggregate Fair Market Value that exceeds the
Limitation Amount, the excess Options will be treated as Non-qualified Stock
Options to the extent permitted by law.

     (b)  Option Agreement.  All options granted under the Plan shall be
evidenced by a written option agreement stating the number of shares capable of
being purchased upon its exercise and otherwise in such form as the Committee
may periodically approve and containing such terms and conditions, including
the period of exercise and whether in installments or otherwise, as shall be
contained therein, which need not be the same for all options.

     (c)  Date of Grant.  The date on which an option grant is approved by the
Committee shall be considered the date on which such option is granted (the
"Date of Grant"), and shall be reflected in the option agreement.  All options
under this Plan shall be granted within 10 years of the date this Plan is
adopted.

     (d)  Exercise Price.  Each option agreement shall state the purchase price
of each Share capable of being acquired upon exercise of the option, which
price shall be determined by the Committee with respect to each option granted.
For any Incentive Stock Options granted under the Plan, the exercise price
shall not be less than ONE HUNDRED PERCENT (100%) of the fair market value of
each such Share on the Date of Grant (or, in the case of any optionholder
owning more than ten percent of the voting power of all classes of stock of the
Company, not less than ONE HUNDRED AND TEN PERCENT (110%) of the Fair Market
Value of the Shares on the Date of Grant).  In the event that Share prices are
not published for the Date of Grant, such value shall be determined in
accordance with such rules as may be established by the Committee.







                                       3
     (e)  Option Exercise.  All options granted under the Plan become
exercisable at such times and in such installments (which may be cumulative) as
the Committee shall provide in the terms of each individual option.  All Vested
Options and Options that have become exercisable from time to time may be
exercised in whole or in part in accordance with the terms of the applicable
Stock Option Agreement; provided, however, that the Committee shall be
authorized to require that any partial exercise be with respect to a minimum
number of Shares.

     (f)  Forfeiture or Exercise of Option.  In the event that a Participant
ceases employment with the Company, all options shall be forfeited, or be
exercised, as follows:

          (1)  In the event of a Participant's termination of employment, any
     Options that are not vested shall be forfeited in accordance with the
     terms of each Option Agreement and any Vested Option shall be exercised
     within three months of the date of termination (or such period of exercise
     that the terms of the applicable Stock Option Agreement may permit).

          (2)  Upon the disability of a Participant, the Participant's Vested
     Options shall be exercisable within twelve months (or such shorter period
     as the Code or the period of exercise that the terms of the applicable
     Stock Option Agreement may permit) of the Participant's date of disability.

          (3)  If the Participant dies while in the employment of the Company,
     the Participant's estate, personal representative, or designated
     beneficiary shall have the right to exercise such Vested Options within
     one year of the Participant's death (or such shorter period as the Code or
     period of exercise that the terms of the applicable Stock Option Agreement
     may permit).

          (4)  If the Participant's date of termination occurs by reason of
     retirement, the three year anniversary of such date of termination;

     (g)  Mechanics of Exercise.  A person entitled to exercise any portion of
an option granted under the Plan may exercise the same at anytime, either in
whole or in part, by delivering written notice of exercise to the office of the
Secretary of the Company or to such other location as may be designated by the
Committee, specifying therein the number of Shares with respect to which the
option is being exercised, which notice shall be accompanied by payment in full
of the purchase price of the Shares being acquired.  If any adjustment has been
effected so as to establish a right by an optionholder to acquire a fractional
share, such fraction shall be rounded upward to the next whole number.

     (h)  Payment of Exercise Price.  The Committee may determine the required
or permitted forms of payment, subject to the following: (i) payment may be
made wholly or partly in cash; (ii) through the delivery of shares of Stock
which have been outstanding for at least six months (unless the Committee
approves a shorter period) and which have a fair market value equal to the
exercise price; (iii) by delivery of an unconditional and irrevocable
undertaking by a broker to deliver promptly to the Company sufficient funds to
pay the exercise price through a "cashless exercise" arrangement which permits
the Participant to simultaneously exercise an option and sell the Shares
thereby acquired and enable the broker to use the proceeds from such sale as
payment for the exercise price of such option; or (iv) by any combination of
the foregoing permissible forms of payment.



                                       4
     (i)  Investment Purpose.  Unless the Committee chooses to register or
qualify the Shares under the Securities Act of 1933, as amended (the "Act"),
each option is granted on the express condition that the purchase of Shares
upon an exercise thereof shall be made for investment purposes only and not
with a view to their resale or further distribution unless such Shares, at the
time of their issuance and delivery, are registered under the Securities Act,
or, alternatively, at some time following such issuance their resale is
determined by counsel for the Company to be exempt from the registration
requirements of the Act and of any other applicable law, regulation or ruling.
Any Shares so registered shall be promptly listed with each securities exchange
through which any class of the Company's capital stock or other securities are
traded.

     (j)  Legal Conditions on Delivery of Shares.  The Company will not be
obligated to deliver any shares of Stock pursuant to the Plan or to remove any
restrictions from shares of Stock previously delivered under the Plan until the
Company's counsel has approved all legal matters in connection with the
issuance and delivery of such shares; if the Company's shares of common stock
is at the time of delivery listed on any stock exchange or national market
system, the shares to be delivered have been listed or authorized to be listed
on such exchange or system upon official notice of issuance; and all conditions
of the Award have been satisfied or waived.  If the sale of Stock has not been
registered under the Securities Act of 1933, as amended, the Company may
require, as a condition to exercise of the Award, such representations or
agreements as counsel for the Company may consider appropriate to avoid
violation of such Act.  The Company may require that any certificates
evidencing Stock issued under the Plan bear an appropriate legend reflecting
any restriction on transfer applicable to such Stock.




                                  SECTION 3

                             OTHER STOCK AWARDS

SECTION 3.1  Definition.  A Stock Award is a grant of a right to receive shares
of Stock in the future.

SECTION 3.2  Restrictions on Stock Awards.  Each Stock Award shall be subject
to such conditions, restrictions and contingencies as the Committee shall
determine.  These may include continuous service and/or the achievement of
certain Performance Measures.  The Committee may designate a single goal
criterion or multiple goal standard  for performance measurement purposes, with
the measurement based on individual or Company performance as compared with
that of competitive companies.













                                       5
                                  SECTION 4

                        OPERATION AND ADMINISTRATION

SECTION 4.1  Effective Date.  In accordance with the approval of the
shareholders of the Company at the Company's 2000 annual meeting of its
shareholders, the Plan went into effect as of March 24, 2000 (the "Effective
Date").  The Plan shall be unlimited in duration and, in the event of Plan
termination, shall remain in effect as long as any Awards under it are
outstanding; provided, however, that, to the extent required by the Code, no
Incentive Stock Options may be granted under the Plan on a date that is more
than ten years from the date the Plan is adopted or, if earlier, the date the
Plan is approved by shareholders.

SECTION 4.2  Limits on Award Under the Plan.

     (a)  Number of Shares.  A maximum of 600,000 shares of Stock may be
delivered in satisfaction of Awards under the Plan.  For purposes of the
preceding sentence, shares that have been forfeited in accordance with the
terms of the applicable Award and shares held back in satisfaction of the
exercise price or tax withholding requirements from shares that would otherwise
have been delivered pursuant to an Award shall not be considered to have been
delivered under the Plan.  Also, the number of shares of Stock delivered under
an Award shall be determined net of any previously acquired Shares tendered by
the Participant in payment of the exercise price or of withholding taxes.

     (b)  Type of Shares.  Stock delivered by the Company under the Plan may be
authorized but unissued Stock or previously issued Stock acquired by the
Company and held in treasury.  No fractional shares of Stock will be delivered
under the Plan.

     (c)  Forfeiture of Options.  Any shares of Stock granted under the Plan
that are forfeited because of the failure to meet an Award contingency or
condition shall again be available for delivery pursuant to new Awards granted
under the Plan.  To the extent any shares of Stock covered by an Award are not
delivered to a Participant or beneficiary because the Award is forfeited or
canceled, such shares shall not be deemed to have been delivered for purposes
of determining the maximum number of shares of Stock available for delivery
under the Plan.

     (d)  Use of Shares as Payment.  If the exercise price of any stock option
granted under the Plan is satisfied by tendering shares of Stock to the Company
(by either actual delivery or by attestation), only the number of shares of
Stock issued net of the shares of Stock tendered shall be deemed delivered for
purposes of determining the maximum number of shares of Stock available for
delivery under the Plan.

     (e)  Substitution of Shares.  Shares of Stock delivered under the Plan in
settlement, assumption or substitution of outstanding awards (or obligations to
grant future awards) under the plans or arrangements of another entity shall
not reduce the maximum number of shares of Stock available for delivery under
the Plan, to the extent that such settlement, assumption or substitution
results from the Company or a Related Company acquiring another entity (or an
interest in another entity).





                                       6
     (f)  Adjustment of Number of Shares.  In the event of a corporation
transaction involving the Company (including, without limitation, any stock
dividend, stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination or
exchange of shares), the Committee may adjust Awards to preserve the benefits
or potential benefits of the Awards.  Action by the Committee may include
adjustment of: (i) the number and kind of shares which may be delivered under
the Plan; (ii) the number and kind of shares subject to outstanding Awards; and
(iii) the exercise price of outstanding Options; as well as any other
adjustments that the Committee determines to be equitable.

     (g)  Vesting.  Without limiting the generality of Section 1.4, the
Committee may determine the time or times at which an Award will vest (i.e.,
become free of forfeiture restrictions) or become exercisable and the terms on
which an Award requiring exercise will remain exercisable.

     Unless the Committee expressly provided otherwise, a Participant's
"employment or other service relationship with the Company and any Related
Company" will be deemed to have ceased when the individual is no longer
employed by or in a service relationship with the Company or any Related
Company.  Except as the Committee otherwise determines, with respect to a
Participant who is an employee of the Company or any Related Company, such
Participant's "employment or other service relationship with the Company and
any Related Company" will not be deemed to have ceased during a military, sick
or other bona fide leave of absence if such absence does not exceed 180 days
or, if longer, so long as the Participant retains a right by statute or by
contract to return to employment or other service relationship with the Company
and any Related Company.

SECTION 4.3  Limit on Distribution.  Distribution of shares of Stock or other
amounts under the Plan shall be subject to the following:

     (a)  Compliance with Securities Laws.  Notwithstanding any other provision
of the Plan, the Company shall have no liability to deliver any shares of Stock
under the Plan or make any other distribution of benefits under the Plan unless
such delivery or distribution would comply with all applicable laws (including,
without limitation, the requirements of the Securities Act of 1933), and the
applicable requirements of any securities exchange or similar entity.

     (b)  Issuance Without Certificates.  To the extent that the Plan provides
for issuance of stock certificates to reflect the issuance of shares of Stock,
the issuance may be effected on a non-certificated basis, to the extent not
prohibited by applicable law or the applicable rules of any stock exchange.


SECTION 4.4  Tax Withholding.  Whenever the Company proposes or is required to
distribute Stock under the Plan, the Company may require the recipient to remit
to the Company an amount sufficient to satisfy any Federal, state and local tax
withholding requirements prior to the delivery of any certificate for such
shares or, in the discretion of the Committee, the Company may withhold from
the shares to be delivered shares sufficient to satisfy all or a portion of
such tax withholding requirements.







                                       7
SECTION 4.5  Payment Shares.  Subject to the overall limitation on the number
of shares of Stock that may be delivered under the Plan, the Committee may use
available shares of Stock as the form of payment for compensation, grants or
rights earned or due under any other compensation plans or arrangements of the
Company or a Related Company, including the plans and arrangements of the
Company or a Related Company acquiring another entity (or an interest in
another entity).

SECTION 4.6  Transferability.  Except as otherwise provided by the Committee,
Awards under the Plan are not transferable except as designated by the
Participant by will or by the laws of descent and distribution.  Notwith-
standing anything in this Section to the contrary, the Participant may transfer
an option granted under this Plan to or for the benefit of his or her immediate
family (including, without limitation, to a trust for the benefit of the
Participant's immediate family or to a partnership or limited family partner-
ship or other entity established for the benefit of one or more members of the
Participant's family), subject to such limits as the Committee may establish.
Each transferee shall remain subject to all the terms and conditions applicable
to the option prior to such transfer.

SECTION 4.7  Form and Time of Elections.  Unless otherwise specified herein,
each election required or permitted to be made by any Participant or other
person entitled to exercise an option under the Plan, and any permitted
modification, or revocation thereof, shall be in writing filed with the
Committee at such times, in such form, and subject to such restrictions and
limitations, not inconsistent with the terms of the Plan, as the Committee
shall require.

SECTION 4.8  Agreement With Company.  At the time of an Award to a Participant
under the Plan, the Committee may require a Participant to enter into an
agreement with the Company (the "Agreement") in a form specified by the
Committee, agreeing to the terms and conditions of the Plan and to such
additional terms and conditions, not inconsistent with the Plan, as the
Committee may, in its sole discretion, prescribe.

SECTION 4.9  Limitation of Implied Rights.

     (a)  No Collateral or Secured Interest.  Neither a Participant nor any
other person shall, by reason of the Plan, acquire any right in or title to any
assets, funds or property of the Company or any Related Company whatsoever,
including, without limitation, any specific funds, assets, or other property
which the Company or any Related Company, in their sole discretion, may set
aside in anticipation of a liability under the Plan. A Participant shall have
only a contractual right to the stock payable under the Plan, unsecured by any
assets of the Company or any Related Company. Nothing contained in the Plan
shall constitute a guarantee that the assets of such companies shall be
sufficient to pay any benefits to any person.

     (b)  No Guarantee of Employment.  The Plan does not constitute a contract
of employment, and the receipt of any option grant will not give any employee
the right to be retained in the employ of the Company or any Related Company,
nor any right or claim to any benefit under the Plan, unless such right or
claim has specifically accrued under the terms of the Plan. Except as otherwise
provided in the Plan, no Award under the Plan shall confer upon the holder
thereof any right as a shareholder of the Company prior to the date on which
the individual fulfills all conditions for receipt of such rights.



                                       8
SECTION 4.10  Evidence.  Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting
on it considers pertinent and reliable, and signed, made or presented by the
proper party or parties.

SECTION 4.11  Action by Company or Related Company.  Any action required or
permitted to be taken by the Company or any Related Company shall be by
resolution of its board of directors, or by action of one or more members of
the board (including a committee of the board) who are duly authorized to act
for the board, or (except to the extent prohibited by applicable law or
applicable rules of any stock exchange) by a duly authorized officer of the
company.




                                  SECTION 5

                                  COMMITTEE

SECTION 5.1  Administration.  The authority to control and manage the operation
and administration of the Plan shall be vested in a committee (the "Committee")
in accordance with this Section 5.

SECTION 5.2  Selection of Committee.  The Committee shall be selected by the
Board, and shall consist of two or more members of the Board.

SECTION 5.3  Powers of Committee.  The authority to manage and control the
operation and administration of the Plan shall be vested in the Committee,
subject to the following:

     (a)  Grant of Awards.  Subject to the provisions of the Plan, the
Committee will have the authority and discretion to select from among the
Eligible Employees or Eligible Directors those persons who shall receive
Awards, to determine the time or times of receipt, to determine the types of
Awards and the number of shares covered by the Awards, to establish the terms,
conditions, performance criteria, restrictions, and other provisions of such
Awards, and (subject to the restrictions imposed by Section 6) to cancel or
suspend Awards.  In making such Award determinations, the Committee may take
into account the nature of services rendered by the individual, the
individual's present and potential contribution to the Company's success and
such other factors as the Committee deems relevant.

     (b)  Section 162(m) Limits.  Subject to the provisions of the Plan, the
Committee will have the authority and discretion to determine the extent to
which Awards under the Plan will be structured to conform to the requirements
applicable to performance-based compensation as described in Section 162(m) of
the Code, and to take such action, establish such procedures, and impose such
restrictions at the time such Awards are granted as the Committee determines to
be necessary or appropriate to conform to such requirements.

     (c)  Interpretation of Plan.  The Committee will have the authority and
discretion to interpret the Plan, to establish, amend, and rescind any rules
and regulations relating to the Plan, to determine the terms and provisions of
any agreements made pursuant to the Plan, and to make all other determinations
that may be necessary or advisable for the administration of the Plan.



                                       9
     (d)  Final Authority.  Any interpretation of the Plan by the Committee and
any decision made by it under the Plan is final and binding.

     (e)  Time of Grant.  Except as otherwise expressly provided in the Plan,
where the Committee is authorized to make a determination with respect to any
Award, such determination shall be made at the time the Award is made, except
that the Committee may reserve the authority to have such determination made by
the Committee in the future (but only if such reservation is made at the time
the Award is granted and is expressly stated in the Agreement reflecting the
Award).

     (f)  Action by Committee.  In controlling and managing the operation and
administration of the Plan, the Committee shall act by a majority of its then
members, by meeting or by writing filed without a meeting. The Committee shall
maintain and keep adequate records concerning the Plan and concerning its
proceedings and acts in such form and detail as the Committee may decide.

SECTION 5.4  Delegation by Committee.  Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Committee may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities
and powers to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time.

SECTION 5.5  Information to be Furnished to Committee.  The Company and Related
Companies shall furnish the Committee with such data and information as may be
required for it to discharge its duties. The records of the Company and Related
Companies as to an employee's or Participant's employment, termination of
employment, leave of absence, reemployment and compensation shall be conclusive
on all persons unless determined to be incorrect. Participants and other
persons entitled to benefits under the Plan must furnish the Committee such
evidence, data or information as the Committee considers desirable to carry out
the terms of the Plan.




                                  SECTION 6

                          AMENDMENT AND TERMINATION

     The Board may, at any time, amend or terminate the Plan, provided that,
subject to subsection 4.2 (relating to certain adjustments to shares), no
amendment or termination may, in the absence of written consent to the change
by the affected Participant (or, if the Participant is not then living, the
affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such
amendment is adopted by the Board.











                                       10
                                  SECTION 7

                                DEFINED TERMS

     For purposes of the Plan, the terms listed below shall be defined as
follows:

     (a)  Award.  The term "Award" shall mean any award or benefit granted to
any Participant under the Plan, including, without limitation, the grant of
Options.

     (b)  Board.  The term "Board" shall mean the Board of Directors of the
Company.

     (c)  Code.  The term "Code" means the Internal Revenue Code of 1986, as
amended. A reference to any provision of the Code shall include reference to
any successor provision of the Code.

     (d)  Committee.  The term "Committee" shall mean those persons selected
by the board to administer the provisions of the Plan.

     (e)  Disability.  The term "Disability" shall mean the inability of a
Participant to engage in any substantial, gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a continuous
period of not less than twelve months.

     (f)  Eligible Employee or Eligible Director.  The term "Eligible Employee"
or "Eligible Director" shall mean any employee or director of the Company or a
Related Company that performs key services for such Company or a Related
Company.  For any incentive stock options granted under the Plan, Eligible
Employee must be deemed to be a key executive or management employee of the
Company or a Related Company.

     (g)  Fair Market Value. For purposes of determining the "Fair Market
Value" of a share of Stock, the following rules shall apply:

          (1)  If the Stock is at the time listed or admitted to trading on any
     stock exchange, then the "Fair Market Value" shall be the mean between the
     lowest and highest reported sale prices of the Stock on the date in
     question on the principal exchange on which the Stock is then listed or
     admitted to trading. If no reported sale of Stock takes place on the date
     in question on the principal exchange, then the reported closing asked
     price of the Stock on such date on the principal exchange shall be
     determinative of "Fair Market Value."

          (2)  If the Stock is not at the time listed or admitted to trading on
     a stock exchange, the "Fair Market Value" shall be the mean between the
     lowest reported bid price and highest reported asked price of the Stock on
     the date in question in the over-the-counter market, as such prices are
     reported in a publication of general circulation selected by the Committee
     and regularly reporting the market price of Stock in such market.

          (3)  If the Stock is not listed or admitted to trading on any stock
     exchange or traded in the over-the-counter market, the "Fair Market Value"
     shall be as determined in good faith by the Committee.



                                       11
     (h)  Participant.  The term "Participant" means those persons that have
been granted an Option by the Committee under the terms of the Plan.

     (i)  Performance Measures.  The term "Performance Measures" means those
criteria established by the committee to measure individual or Company
performance, including relevant standards imposed to compare Company
performance against the results of comparable companies and any individually
designed and measurement standards selected by the Company.

     (j)  Related Companies. For purposes of this Agreement, the term "Related
Company" means (i) any corporation, partnership, joint venture or other entity
during any period in which it owns, directly or indirectly, at least fifty
percent of the voting power of all classes of stock of the Company (or
successor to the Company) entitled to vote; and (ii) any corporation,
partnership, joint venture or other entity during any period in which at least
a fifty percent voting or profits interest is owned, directly or indirectly, by
the Company, by any entity that is a successor to the Company, or by any entity
that is a Related Company by reason of clause (i) next above.

     (k)  Retirement.  The term "Retirement" means the age or years of service
requirements established by the Committee to be used in determining the
exercisability of any Option and vesting of such Option.

     (l)  Stock or Shares. The term "Stock" or "Shares" shall mean shares of
common stock of the Company.

     (m)  Vested Option.  The term "Vested Option" means an option that is not
subject to forfeiture and may be exercised by the Participant in accordance
with its terms.  For purposes of the Plan, a Vested Option may vest over a
period of time in incremental amounts as determined on the basis of performance
measures or completion of a period of service.




























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