Exhibit 10.7

                               INTER-CON/PC, INC.
                             1997 STOCK OPTION PLAN


         1. PURPOSE. This 1997 Stock Option Plan (the "Plan") is intended to
provide incentives:

                  (a) to the officers and other employees of Inter-Con/PC, Inc.,
         a Minnesota corporation (the "Company"), and any present or future
         subsidiaries of the Company (collectively, "Related Corporations"), by
         providing them with opportunities to purchase stock in the Company
         pursuant to options granted hereunder which qualify as "incentive stock
         options" under Section 422(b) of the Internal Revenue Code of 1986 (the
         "Code") ("ISO" or "ISOs"); and

                  (b) to directors, officers, employees and consultants of the
         Company and Related Corporations by providing them with opportunities
         to purchase stock in the Company pursuant to options granted hereunder
         which do not qualify as ISOs ("NonQualified Option" or "Non-Qualified
         Options").

Both ISOs and Non-Qualified Options are referred to hereafter individually as an
"Option" and collectively as "Options." As used herein, the term "subsidiary"
means a "subsidiary corporation" as defined in Section 424 of the Code.

         2. ADMINISTRATION OF THE PLAN.

         2.01. Board or Committee Administration.. The Plan shall be
administered by the Board of Directors of the Company (the "Board"). The Board
may delegate any or all of its responsibilities under the Plan to a Committee of
two (2) or more of its members who, if the Company is then a Public Company (as
defined below), qualify as "non-Employee Directors" within the meaning of Rule
16b-3 adopted pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act"), to administer the Plan; provided such Committee is delegated such powers
in accordance with state law, and provided further that grants of Options to
Board members shall be made by the Board in accordance with state law. All
references in this Plan to the "Committee" shall mean the Board if no Committee
has been so appointed. The Company shall be a "Public Company" at any such time
any class of any equity security of the Company is registered pursuant to
Section 12 of the Exchange Act.

         2.02. Authority of Committee. Subject to the terms of the Plan, the
Committee shall have the authority to:

                  (a) determine the employees of the Company and Related
         Corporations (from among the class of employees eligible under Section
         3 to receive ISOs) to whom ISOs may be granted, and to determine (from
         among the class of individuals and entities eligible under Section 3 to
         receive Non- Qualified Options) to whom Non-Qualified Options may be
         granted;

                  (b) determine the time or times at which Options may be
         granted;

                  (c) determine the option price of shares subject to each
         Option, which price in the case of an ISO shall not be less than the
         minimum price specified in Section 6, and the purchase price of shares
         subject to each Purchase;

                  (d) determine whether each Option granted shall be an ISO or a
         Non-Qualified Option;

                  (e) determine (subject to Section 7) the time or times when
         each Option shall become exercisable and the duration of the exercise
         period;



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                  (f) determine whether restrictions such as repurchase options
         are to be imposed on shares subject to Options and the nature of such
         restrictions, if any;

                  (g) impose such other terms and conditions with respect to
         Options not inconsistent with the terms of this Plan as it deems
         necessary or desirable; and

                  (h) interpret the Plan and prescribe and rescind rules and
         regulations relating to it.

The interpretation and construction by the Committee of any provisions of the
Plan or of any Option granted under it shall be final unless otherwise
determined by the Board. The Committee may from time to time adopt such rules
and regulations for carrying out the Plan as it deems appropriate. No member of
the Board or the Committee shall be liable for any action or determination made
in good faith with respect to the Plan or any Option granted under it.

         2.03. Committee Actions. The Committee may select one of its members as
its chairperson, and shall hold meetings at such times and places as it may
determine. Acts by a majority of the Committee, or acts reduced to or approved
in writing by a majority of the members of the Committee, shall be the valid
acts of the Committee. From time to time the Board may increase the size of the
Committee and appoint additional members thereto, remove members (with or
without cause) and appoint new members in substitution therefor, fill vacancies
however caused, or remove all members of the Committee and thereafter directly
administer the Plan.

         3. ELIGIBLE EMPLOYEES AND OTHERS. ISOs may be granted to any employee
of the Company or any Related Corporation. Those officers and directors of the
Company who are not employees may not be granted ISOs under the Plan.
Non-Qualified Options may be granted to any, employee, or officer or director
(whether or not also an employee), or consultant of the Company or any Related
Corporation. The Committee may take into consideration a recipient's individual
circumstances in determining whether to grant an Option. Granting an Option to
any individual or entity shall neither entitle that individual or entity to
participate in, nor disqualify that individual or entity from participation in,
any other grant of an Option.

         4. STOCK. The stock subject to Options shall be authorized but unissued
shares of common stock of the Company, $.001 par value (the "Common Stock"). The
aggregate number of shares of Common Stock which may be issued pursuant to the
Plan is four hundred thousand (400,000), subject to adjustment as provided in
Section 11. Any such shares may be issued upon the exercise of ISOs or
Non-Qualified Options so long as the aggregate number of shares so issued does
not exceed such maximum number, as adjusted. If any Option granted under the
Plan shall expire or terminate for any reason without having been exercised in
full or shall cease for any reason to be exercisable in whole or in part, the
unpurchased shares subject to such options and any unvested shares reacquired by
the Company shall again be available for grants of Options under the Plan.

         5. GRANTING OF OPTIONS. Options may be granted under the Plan at any
time after March 6, 1997, and prior to March 5, 2007. The date of grant of an
Option under the Plan will be the date specified by the Committee at the time it
grants the Option provided, however, that such date shall not be prior to the
date on which the Committee acts to approve the grant. The Committee shall have
the right, with the consent of the optionee, to convert an ISO granted under the
Plan to a Non-Qualified Option pursuant to Section 15.

         Nothing in the Plan shall be deemed to give any grantee of any Option
the right to be retained in employment or other service by the Company or any
Related Corporation for any period of time.

         6. TERMS AND CONDITIONS OF OPTIONS. Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in the Plan and may contain such other provisions as the
Committee deems advisable which are not inconsistent with the Plan. Without
limiting the foregoing, such provisions may include such rights of refusal and
repurchase with respect to, and such other restrictions applicable to, shares of
Common Stock issuable upon exercise of Options as the Committee may deem
appropriate. in granting any Non-Qualified Option, the





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Committee may specify that such Non-Qualified Option shall be subject to the
restrictions set forth herein with respect to ISOS, or to such termination,
cancellation or other provisions as the Committee may determine.

         The Committee may from time to time confer authority and responsibility
on one or more of its own members and/or one or more officers of the Company to
execute and deliver such instruments. The proper officers of the Company are
authorized and directed to take any and all action necessary or advisable from
time to time to carry out the terms of such instruments.

         7. OPTION DURATION. Subject to earlier termination as provided in
Section 8, each Option shall expire on the date specified by the Committee and
set forth in the original instrument granting such Option which shall be not
more than ten (10) years from the date of grant. Notwithstanding the foregoing,
in the case of an ISO granted to an employee owning stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Company or any Related Corporation, such ISO shall expire not more than five
(5) years from the date of grant. A Non-Qualified Option shall expire on the
date specified in the original instrument granting such Non-Qualified Option,
subject to extension as determined by the Committee. ISOs, or any part thereof,
that have been converted into Non-Qualified Options may be extended as provided
in Section 15.

         8. SPECIAL RULES FOR ISO.

         8.01. Price for ISOs. The exercise price per share specified in the
instrument relating to each ISO granted under the Plan shall not be less than
the fair market value per share of Common Stock on the date of such grant. In
the case of an ISO to be granted to an employee owning stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any Related Corporation, the price per share specified
in the agreement relating to such ISO shall not be less than one hundred ten
percent (10%) of the fair market value per share of Common Stock on the date of
grant.

         8.02. $100,000 Annual Limitation on ISOs. Each eligible employee may be
granted ISOs only to the extent that, in the aggregate under this Plan and all
incentive stock option plans of the Company and any Related Corporation, such
ISOs do not become exercisable for the first time by such employee during any
calendar year in a manner which would entitle the employee to Purchase more than
$100,000 in fair market value (determined at the time the ISOs were granted) of
Common Stock in that year. Any Options granted to an employee in excess of such
amount will be granted as Non-Qualified Options.

         8.03. Assignability. No ISO shall be assignable or transferable by the
optionee except by will or by the laws of descent and distribution, and during
the lifetime of the optionee each Option shall be exercisable only by the
optionee. No ISO, nor the right to exercise any portion thereof, shall be
subject to execution, attachment, or similar process, assignment, or any other
alienation or hypothecation. Upon any attempt to transfer, assign, pledge,
hypothecate, or otherwise dispose of any ISO, or of any right or privilege
conferred thereby, such Option and such rights and privileges shall immediately
become null and void.

         8.04. Death. If an ISO optionee ceases to be employed by the Company
and all Related Corporations by reason of the optionee's death, any ISO of the
optionee may be exercised, to the extent of the number of shares with respect to
which the optionee could have exercised it on the date of death, by the
optionee's estate, personal representative or beneficiary who has acquired the
ISO by will or by the laws of descent and distribution, at any time prior to the
earlier of the specified expiration date of the ISO or one year after the date
of the optionee's death.

         8.05. Disability. If an ISO optionee ceases to be employed by the
Company and all Related Corporations by reason of the optionee's disability, the
optionee shall have the right to exercise any ISO held by the optionee on the
date of termination of employment, to the extent of the number of shares with
respect to which the optionee could have exercised it on that date, at any time
prior to the earlier of the specified expiration date of the ISO or one (1) year
after the date of the termination of the optionee's employment. For the purposes
of the Plan, the




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term "disability" shall mean "permanent and total disability" as defined in
Section 22(e)(3) of the Code or any successor statute.

         8.06. Other Termination of Employment. (a) Subject to Paragraph (b) of
this Section 8.06, if an ISO optionee ceases to be employed by the Company and
all Related Corporations other than by reason of death or disability as defined
in Section 8.05, no further installments of the optionee's ISOs shall become
exercisable, and such ISOs shall terminate after the passage of three (3) months
from the date of termination of employment, but in no event later than on their
specified expiration dates, except to the extent that such ISOs (or unexercised
installments thereof) have been converted into Non-Qualified Options pursuant to
Section 15.

         (b) If an ISO optionee ceases to be employed by the Company and all
Related Corporations because of the termination of such employment by the
Company for "cause," all of the optionee's ISOs shall terminate immediately upon
such termination of employment without notice of any kind and no ISO granted to
such optionee shall thereafter be exercisable. For purposes of this Section 8.06
"cause" (as determined by the Committee) will be as defined in any employment
agreement or policy applicable to the ISO optionee or, if no such agreement or
policy exists, "cause" shall mean: (i) dishonesty, fraud, misrepresentation,
embezzlement or deliberate injury or attempted injury, in each case related to
the Company or any Related Corporations, (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
ISO optionee's overall duties, or (iv) any material breach of any employment,
service, confidentiality or non-competition agreement entered into with the
Company or any Related Corporation.

         9. DETERMINATION OF FAIR MARKET VALUE. If, at any time fair market
Value of Common Stock is to be determined, the Company's Common Stock is
publicly traded, "fair market value" shall, for purposes of this Plan, mean:

         (a)      the average (on that date) of the high and low prices of the
                  Common Stock on the principal national securities exchange on
                  which the Common Stock is traded, if the Common Stock is then
                  traded on a national securities exchange; or

         (b)      the last reported sale price (on that date) of the Common
                  Stock on the NASDAQ National Market List, if the Common Stock
                  is not then traded on a national securities exchange; or


         (c)      the closing bid price (or average of bid prices) of the Common
                  Stock last quoted (on that date) by an established quotation
                  service for over-the-counter securities, if the Common Stock
                  is not then traded on a national securities exchange or
                  reported on the NASDAQ National Market List.

However, if the Common Stock is not publicly traded at the time fair market
value of Common Stock is to be determined, "fair market value" shall be deemed
to be the fair value of the Common Stock as determined by the Committee after
taking into consideration all factors in good faith it deems appropriate,
including, without limitation, recent sale and offer prices of the Common Stock
in private transactions negotiated at arm's length.

         10. EXERCISE OF OPTION. Subject to the provisions of Sections 6 and 8,
each Option granted under the Plan shall be exercisable as follows:

         10.01. Vesting. The Option shall either be fully exercisable on the
date of grant or shall become exercisable thereafter in such installments as the
Committee may specify. The Committee may also specify such other conditions
precedent as it deems appropriate to the exercise of an Option.

         10.02. Full Vesting of Installments. Once an installment becomes
exercisable it shall remain exercisable until expiration or termination of the
Option, unless otherwise specified by the Committee.





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         10.03. Partial Exercise. Each Option or installment may be exercised at
any time or from time to time, in whole or in part, for up to the total number
of shares with respect to which it is then exercisable, provided that the
Committee may specify a certain minimum number or percentage of the shares
issuable upon exercise of any Option that must be purchased upon any exercise.

         10.04. Acceleration of Vesting. The Committee shall have the right to
accelerate the date on which an Option or any installment thereof becomes
exercisable; provided that the Committee shall not accelerate the date on which
any installment of an ISO becomes exercisable if such acceleration would violate
the annual vesting limitation contained in Section 422(d) of the Code, as
described in Section 8.02.

         11. ADJUSTMENTS. Upon the occurrence of any of the following events, an
optionee's rights with respect to Options granted hereunder shall be adjusted as
hereinafter provided, unless otherwise specifically provided in the written
agreement between the optionee and the Company relating to such Option:

         11.01. Stock Dividends and Stock Splits. If the shares of Common Stock
shall be subdivided or combined into a greater or smaller number of shares or if
the Company shall issue any shares of Common Stock as a stock dividend on its
outstanding Common Stock, the number of shares of Common Stock deliverable upon
the exercise of Options shall be y increased or decreased proportionately, and
appropriate adjustments shall be made in the purchase price per share to reflect
such subdivision, combination or stock dividend.

         11.02. Consolidations, Mergers or Sales of Assets of Stock. If the
Company is to be consolidated with or acquired by another person or entity in a
merger, sale of all or substantially all of the Company's assets or stock, or
otherwise (an "Acquisition", the Committee or the board of directors of any
entity assuming the obligations of the Company hereunder (the "Successor Board")
shall, with respect to outstanding Options, take one or more of the following
actions:

                  (a) make appropriate provision for the continuation of such
         Options by substituting on an equitable basis for the shares then
         subject to such Options the consideration payable with respect to the
         outstanding shares of Common Stock in connection with the Acquisition;

                  (b) accelerate the date of exercise of such Options or of any
         installment of any such Options;

                  (c) upon written notice to the optionees, provide that all
         Options must be exercised, to the extent then exercisable, within a
         specified number of days of the date of such notice, at the end of
         which period the Options shall terminate; or

                  (d) all Options in exchange for a cash payment equal to the
         excess of the fair market value of the shares subject to such Options
         (to the extent then exercisable) over the exercise price thereof.

         11.03. Recapitalization or Reorganization. In the event of a
recapitalization or reorganization of the Company (other than a transaction
described in Section 11.02 above) pursuant to which securities of the Company or
of another corporation are issued with respect to the outstanding shares of
Common Stock, an optionee upon exercising an Option shall be entitled to receive
for the purchase price paid upon such exercise the securities the optionee would
have received if the optionee had exercised such Option prior to such
recapitalization or reorganization and had been the owner of the Common Stock
receivable upon such exercise at such time.

         11.04. Modification of ISOs. Notwithstanding the foregoing, any
adjustments made pursuant to the foregoing Sections 11.01, 11.02 or 11.03 with
respect to ISOs shall be made only after the Committee, after consulting with
counsel for the Company, determines whether such adjustments would constitute a
"modification" of such ISOs (as that term is defined in Section 424 of the Code
or any successor thereto) or would cause any adverse tax consequences for the
holders of such ISOs. If the Committee determines that such adjustments made




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with respect to ISOs would constitute a modification of such ISOs or would cause
any adverse tax consequences of the holders of such ISOS, it may refrain from
making such adjustments.

         11.05. Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, each Option will terminate
immediately prior to the consummation of such proposed action or at such other
time and subject to such other conditions as shall be determined by the
Committee.

         11.06. Issuances of Securities. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
subject to Options. No adjustments shall be made for dividends paid in cash or
in property other than securities of the Company (and, in the case of securities
of the Company, such adjustments shall be made pursuant to the foregoing Section
11.01).

         11.07. Fractional Shares. No fractional shares shall be issued under
the Plan and an optionee shall receive from the Company cash in lieu of such
fractional shares.

         11.08. Adjustments. Upon the happening of any of the foregoing events
described in Sections 11.01, 11.02 or 11.03 above, the class and aggregate
number of shares set forth in Section 4 hereof that are subject to Options which
previously have been or subsequently may be granted under the Plan shall also be
appropriately adjusted to reflect the events described in such subparagraphs.
The Committee or the Successor Board shall determine the specific adjustments to
be made under this Section 11 and its determination shall be conclusive.

         If any person or entity owning Common Stock obtained by exercise of an
Option made hereunder receives shares or securities or cash in connection with a
corporate transaction described in Sections 11.01, 11.02 or 11.03 above as a
result of owning such Common Stock, such shares or securities or cash shall be
subject to all of the conditions and restrictions applicable to the Common Stock
with respect to which such shares or securities or cash were issued, unless
otherwise determined by the Committee.

         12. MEANS OF EXERCISING OPTIONS. (a) An Option (or any part or
installment thereof) shall be exercised by giving written notice to the Company
at its principal office address. Such notice shall identify the Option being
exercised and specify the number of shares as to which such Option is being
exercised, accompanied by full payment of the purchase price therefor either

         (i)      in United States dollars in cash or by check, or

         (ii)     at the discretion of the Committee, through delivery of shares
                  of Common Stock having a fair market value equal, as of the
                  date of the exercise, to the exercise price of the shares as
                  to which the Option shall be exercised, or

         (iii)    at the discretion of the Committee, by withholding from the
                  total number of shares of Common Stock issuable upon exercise
                  of the Option shares of Common Stock valued at the fair market
                  value on the date of exercise equal to the exercise price for
                  the total number of shares as to which the Option is
                  exercised, or

         (iv)     at the discretion of the Committee, by delivery of a properly
                  executed exercise notice together with irrevocable
                  instructions to a broker to promptly deliver to the Company
                  the amount of sale or loan proceeds required to pay the
                  exercise price, or

         (v)      at the discretion of the Committee, by delivery of the
                  optionee's personal recourse note bearing interest payable not
                  less than annually at no less than one hundred percent (100%)
                  of the lowest applicable Federal rate, as defined in Section
                  1274(d) of the Code, or



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         (vi)     at the discretion of the Committee, by any combination of (i),
                  (ii), (iii), (iv) and (v) above.

         (b) The holder of an Option shall not have the rights of a shareholder
with respect to the shares covered by the Option until the date of issuance of a
stock certificate to the optionee for such shares. Except as expressly provided
above in Section 11 with respect to changes in capitalization and stock
dividends, no adjustment shall be made for dividends or similar rights for which
the record date is before the date such stock certificate is issued.

         (c) The exercise of any Option granted hereunder shall only be
effective at such time that the sale of Common Stock pursuant to such exercise
will not violate any state or federal securities or other laws.

         13. CONDITIONS ON DELIVERY OF COMMON STOCK. The Company will not be
obligated to deliver any shares of Common Stock pursuant to the Plan or to
remove any restriction from shares previously delivered under the Plan:

         (a)      until all conditions on the grant of an Option have been
                  satisfied or removed,

         (b)      until, in the opinion of the Company's counsel, all applicable
                  federal and state laws and regulations have been complied
                  with,

         (c)      if the outstanding Common Stock is at the time listed on any
                  stock exchange, until the shares have been listed or
                  authorized to be listed on any such exchange upon official
                  notice of issuance, and

         (d)      until all other legal matters in connection with the issuance
                  and delivery of such shares have been approved by the
                  Company's counsel.

If the sale of Common Stock has not been registered under the Securities Act of
1933, as amended, the Company may require, as a condition to exercise of an
Option, such representations or agreements as counsel for the Company may
consider appropriate to avoid violation of such Act and may require that the
certificates evidencing such Common Stock bear an appropriate legend restricting
transfer.

         14. TERM AND AMENDMENT OF PLAN. This Plan was adopted by the Board and
approved by the shareholders of the Company on March 6, 1997. The Plan shall
expire on March 5, 2007, except that Options granted prior to March 5, 2007,
shall continue in force beyond such expiration date in accordance with their
terms.

         The Board may terminate or amend the Plan in any respect at any time,
except that, without the approval of the stockholders obtained within twelve
(12) months before or after the Board adopts a resolution authorizing any of the
following actions:

         (a)      the total number of shares that may be issued under the Plan
                  may not be increased (except by adjustment pursuant to Section
                  11);

         (b)      the provisions of Section 3 regarding eligibility for grants
                  of ISOs may not be modified;

         (c)      the provisions of paragraph 8.01 regarding the exercise price
                  at which shares may be offered pursuant to ISOs may not be
                  modified (except by adjustment pursuant to Section 11); and

         (d)      the expiration date of the Plan may not be extended.

Except as otherwise provided in this Section 14, in no event may action of the
Board, the Committee or stockholders alter or impair the rights of a grantee
under any Option previously granted to him, without the optionee's consent.



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         15. CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOS.
The Committee, at the written request of any optionee, may in its discretion
take such actions as may be necessary to convert such optionee's ISOs (or any
installments or portions of installments thereof) that have not been exercised
on the date of conversion into Non-Qualified Options at any time prior to the
expiration of such ISOs, regardless of whether the optionee is an employee of
the Company or a Related Corporation at the time of such conversion. Such
actions may include, but not be limited to, extending the exercise period or
reducing the exercise price of the appropriate installments of such Options. At
the time of such conversion, the Committee may impose such conditions on the
exercise of the resulting Non-Qualified Options as the Committee in its
discretion may determine, provided that such conditions shall not be
inconsistent with this Plan. Nothing in the Plan shall be deemed to give any
optionee the right to have such optionee's ISOs converted into Non-Qualified
Options, and no such conversion shall occur until and unless the Committee takes
appropriate action. The Committee, with the consent of the optionee, may also
terminate any portion of any ISO that has not been exercised at the time of such
termination.

         16. APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of shares pursuant to Options granted shall be used for general corporate
purposes.

         17. GOVERNMENTAL REGULATION. The Company's obligation to sell and
deliver shares of the Common Stock under this Plan is subject to the approval of
any governmental authority required in connection with the authorization,
issuance or sale of such shares.

         18. INCOME TAX WITHHOLDING AND TAX BONUSES.

         18.01. Withholding of Taxes. In order to comply with all applicable
federal or state income tax laws or regulations, the Company may take such
action as it deems appropriate to ensure that all applicable federal or state
payroll, withholding, income or other taxes, which are the sole and absolute
responsibility of an optionee, are withheld or collected from such optionee upon
the exercise of a Non-Qualified Option or the making of a Disqualifying
Disposition (as defined in Section 18.03) of an ISO. In order to assist an
optionee in paying all federal and state taxes to be withheld or collected upon
exercise of an Option which does not qualify as an ISO, the Committee may, in
its absolute discretion and subject to such additional terms and conditions as
it may adopt, permit the optionee to satisfy such tax obligation by (i) electing
to have the Company withhold a portion of the Common Stock otherwise to be
delivered upon exercise of such Option or award with a fair market value equal
to such taxes or (ii) delivering to the Company Common Stock other than the
shares issuable upon exercise of such Option with a fair market value equal to
such taxes.

         18.02. Tax Bonus. The Committee shall have the authority, at the time
of grant of an Option or at any time thereafter, to approve tax bonuses to
designated optionees to be paid upon their exercise of Options. The amount of
any such payments shall be determined by the Committee. The Committee shall have
full authority in its absolute discretion to determine the amount of any such
tax bonus and the terms and conditions affecting the vesting and payment
thereof.

         18.03. Notice to Company of Disqualifying Disposition. Each employee
who receives an ISO must agree to notify the Company in writing immediately
after the employee makes a Disqualifying Disposition of any Common Stock
acquired pursuant to the exercise of an ISO. A "Disqualifying Disposition" is
any disposition (including any sale) of such Common Stock before the later of.
(a) two (2) years after the date the employee was granted the ISO, or (b) one
(1) year after the date the employee acquired Common Stock by exercising the
ISO.

         19. GOVERNING LAW; CONSTRUCTION.

         The validity and construction of the Plan and the instruments
evidencing Options shall be governed by the laws of Minnesota. In construing
this Plan, the singular shall include the plural and the masculine gender shall
include the feminine and neuter, unless the context otherwise requires.





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