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                                                                     EXHIBIT 4.1

                   LARGE STORAGE CONFIGURATIONS, INCORPORATED

                             1992 STOCK OPTION PLAN
                         AS AMENDED ON FEBRUARY 21, 1993

ARTICLE 1. ESTABLISHMENT AND PURPOSE.

     1.1. ESTABLISHMENT. Large Storage Configurations, Incorporated (the
"Company"), hereby establishes a plan providing for the grant of stock options
to certain eligible individuals who have or will render services to the Company.
This plan shall be known as the Large Storage 1992 Stock Option Plan (the
"Plan").

     1.2. PURPOSE. The purpose of the Plan is to advance the interests of the
Company and its shareholders by enabling the Company to attract and retain
persons of ability to perform services for the Company, by providing an
incentive to such persons through equity participation in the Company and by
rewarding such persons who contribute to the achievement by the Company of its
economic objectives.

ARTICLE 2. DEFINITIONS.

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

     2.1. "BOARD" means the Board of Directors of the Company.

     2.2. "BROKER EXERCISE NOTICE" means the written notice described in Section
6.6(b) of the Plan.

     2.3. "CHANGE IN CONTROL" means an event described in Section 8.1 of the
Plan.

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

     2.5. "COMMITTEE" means the group of individuals administering the Plan, as
provided in Article 3 of the Plan.

     2.6. "COMMON STOCK" means the common stock of the Company, par value $.O1
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.



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     2.7. "DISABILITY" means the disability of the Participant as defined in the
long-term disability plan of the Company then covering the Participant or, if no
such plan exists, the permanent and total disability of the Participant within
the meaning of Section 22(e)(3) of the Code.

     2.8. "ELIGIBLE RECIPIENT" means all employees (including, without
limitation, officers and directors who are also employees) directors who are not
employees, consultants and independent contractors of the Company or any
Subsidiary.

     2.9. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     2.10. "FAIR MARKET VALUE" means, with respect to the Common Stock, the
following:

              (a) If the Common Stock is listed or admitted to unlisted trading
         privileges on any national securities exchange or is not so listed or
         admitted but transactions in the Common Stock are reported on the
         NASDAQ National Market System, the mean between the reported high and
         low sale prices of the Common Stock on such exchange or by the NASDAQ
         National Market System as of such date (or, if no shares were traded on
         such day, as of the, next preceding day on which there was such a
         trade).

              (b) If the Common Stock is not so listed or admitted to unlisted
         trading privileges or reported on the NASDAQ National Market System,
         and bid and asked prices therefor in the over-the-counter market are
         reported by the NASDAQ System or the National Quotation Bureau, Inc.
         (or any comparable reporting service), the mean of the closing bid and
         asked prices as of such date, as so reported by the NASDAQ System, or,
         if not so reported thereon, as reported by the National Quotation
         Bureau, Inc. (or such comparable reporting service).

              (c) If the Common Stock is not so listed or admitted to unlisted
         trading privileges, or reported on the NASDAQ National Market System,
         and such bid and asked prices are not so reported, such price as the
         Committee determines in good faith in the exercise of its reasonable
         discretion.

     2.11. "INCENTIVE STOCK OPTION" means a right to purchase Common Stock
granted to an Eligible Recipient pursuant to Article 6 of the Plan that
qualifies as an "incentive stock option" within the meaning of Section 422 of
the Code.

     2.12. "NON-STATUTORY STOCK OPTION" means a right to purchase Common Stock
granted to an Eligible Recipient pursuant to Article 6 of the Plan that does not
qualify as an Incentive Stock Option.

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



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     2.14. "PARTICIPANT" means an Eligible Recipient who receives one or more
Options under the Plan.

     2.15. "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.

     2.16. "PREVIOUSLY ACQUIRED SHARES" mean shares of Common Stock that are
already owned by the Participant and shares of Common Stock that are to be
acquired by the Participant pursuant to the exercise of an Option.

     2.17. "RETIREMENT" means the retirement of a Participant pursuant to and in
accordance with the regular or, if approved by the Board for purposes of the
Plan, any early retirement plan or practice of the Company or Subsidiary then
covering the Participant.

     2.18. "SECURITIES ACT" means the Securities Act of 1933, as amended.

     2.19. "SUBSIDIARY" means any subsidiary corporation of the Company within
the meaning of Section 424(f) of the Code.

     2.20. "TAX DATE" means the date any withholding tax obligation arises under
the Code for a Participant with respect to an Option.

ARTICLE 3. PLAN ADMINISTRATION.

     3.1. THE COMMITTEE. The Plan shall be administered by the Board or by a
committee of the Board consisting of not less than two persons; provided,
however, that from and after the date on which the Company first registers a
class of its equity securities under Section 12 of the Exchange Act, the Plan
shall be administered by the Board, all of whom shall be "disinterested persons"
within the meaning of Rule l6b-3 under the Exchange Act, or by a committee
consisting solely of not fewer than two members of the Board who are such
"disinterested persons." Members of such a committee, if established, shall be
appointed from time to time by the Board, shall serve at the pleasure of the
Board and may resign at any time upon written notice to the Board. A majority of
the members of such a committee shall constitute a quorum. Such a committee
shall act by majority approval of the members, shall keep minutes of its
meetings and shall provide copies of such minutes to the Board. Action of such a
committee may be taken without a meeting if unanimous written consent is given.
Copies of minutes of such a committee's meetings and of its actions by written
consent shall be provided to the Board and kept with the corporate records of
the Company. As used in this Plan, the term "Committee" will refer to the Board
or to such a committee, if established.

     3.2. Authority of the Committee.



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              (a) In accordance with and subject to the provisions of the Plan,
         the Committee shall have the authority to determine (i) the Eligible
         Recipients who shall be selected as Participants, (ii) the nature and
         extent of the Options to be made to each Participant (including the
         number of shares of Common Stock to be subject to each Option, the
         exercise price and the manner in which Options will vest or become
         exercisable), (iii) the time or times when Options will be granted,
         (iv) the duration of each Option, (v) the restrictions and other
         conditions to which the exercisability or vesting of Options may be
         subject, and (vi) such other provisions of the Options as the Committee
         may deem necessary or desirable and as consistent with the terms of the
         Plan. The Committee shall determine the form or forms of the option
         agreements with Participants which shall evidence the particular terms,
         conditions, rights and duties of the Company and the Participants with
         respect to Options granted pursuant to the Plan, which agreements shall
         be consistent with the provisions of the Plan.

              (b) With the consent of the Participant affected thereby, the
         Committee may amend or modify the terms of any outstanding Option in
         any manner, provided that the amended or modified terms are permitted
         by the Plan as then in effect. Without limiting the generality of the
         foregoing sentence, the Committee may, with the consent of the
         Participant affected thereby, modify the exercise price, 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.

              (c) The Committee shall have the authority, subject to the
         provisions of the Plan, to establish, adopt and revise such rules and
         regulations relating to the Plan as it may deem necessary or advisable
         for the administration of the Plan. The Committee's decisions and
         determinations under the Plan need not be uniform and may be made
         selectively among Participants, whether or not such Participants are
         similarly situated. Each determination, interpretation or other action
         made or taken by the Committee pursuant to the provisions of the Plan
         shall be conclusive and binding for all purposes and on all persons,
         including, without limitation, the Company and its Subsidiaries, the
         shareholders of the Company, the Committee and each of its members, the
         directors, officers and employees of the Company and its Subsidiaries,
         and the Participants and their respective successors in interest. No
         member of the Committee shall be liable for any action or determination
         made in good faith with respect to the Plan or any Option granted under
         the Plan.

ARTICLE 4. STOCK SUBJECT TO THE PLAN.


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     4.1. NUMBER OF SHARES. Subject to adjustment as provided in Section 4.3
below, the maximum number of shares of Common Stock that shall be authorized and
reserved for issuance under the Plan shall be 1,000,000 shares of Common Stock.
The maximum number of shares authorized may also be increased from time to time
by approval of the Board and, if required pursuant to Rule l6b-3 under the
Exchange Act, Section 422 of the Code, or the applicable rules of any securities
exchange or the NASD, the shareholders of the Company.

     4.2. SHARES AVAILABLE FOR USE. Shares of Common Stock that may be issued
upon exercise of Options shall be applied to reduce the maximum number of shares
of Common Stock remaining available for use under the Plan. Any shares of Common
Stock that are subject to an Option (or any portion thereof) that lapses,
expires or for any reason is terminated unexercised shall automatically again
become available for use under the Plan.

     4.3. ADJUSTMENTS TO SHARES. In the event of 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 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) shall make appropriate adjustment (which determination
shall be conclusive) as to the number and kind of securities subject to and
reserved under the Plan and, in order to prevent dilution oe enlargement of the
rights of Participants, the number, kind and exercise price of securities
subject to outstanding Options. Without limiting the generality of the
foregoing, in the event that any of such transactions are effected in such a way
that holders of Common Stock shall be entitled to receive stock, securities or
assets, including cash, with respect to or in exchange for such Common Stock,
all Participants holding outstanding Options shall upon the exercise of such
Options receive, in lieu of any shares of Common Stock they may be entitled to
receive, such stock, securities or assets, including cash, as would have been
issued to such Participants if their Options had been exercised and such
Participants had received Common Stock prior to such transaction.

ARTICLE 5. PARTICIPATION.

     Participants in the Plan shall be those Eligible Recipients who, in the
judgment of the Committee, have performed, are performing, or during the term of
an Option will perform, services in the management, operation and development of
the Company or any Subsidiary, and significantly contributed, are significantly
contributing or are expected to significantly contribute to the achievement of
corporate economic objectives. Eligible Recipients may be granted from time to
time one or more Options, as may be determined by the Committee in its sole
discretion. The number, type, terms and conditions of Options granted to various
Eligible Recipients need not be uniform, consistent or in accordance with any
plan, regardless of whether such Eligible Recipients are similarly situated.
Upon determination by the Committee that an Option is to be granted to an
Eligible Recipient, written notice shall be given such person, specifying the
terms, conditions, rights and duties related thereto. Each Eligible Recipient to
whom an Option is to be granted shall enter into an agreement with the



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Company, in such form as the Committee shall determine and which is consistent
with the provisions of the Plan, specifying such terms, conditions, rights and
duties. Options shall be deemed to be granted as of the date specified in the
grant resolution of the Committee, and the related option agreements shall be
dated as of such date.

ARTICLE 6. STOCK OPTIONS.

     6.1. GRANT. An Eligible Recipient may be granted one or more Options under
the Plan, and such Options shall be subject to such terms and conditions,
consistent with the other provisions of the Plan, as shall be determined by the
Committee in its sole discretion. The Committee may designate whether an Option
is to be considered an Incentive Stock Option or a Non-Statutory Stock Option;
provided, however, that an Incentive Stock Option shall be granted only to an
Eligible Recipient who is an employee of the Company or a Subsidiary, The terms
of the agreement relating to a Non-Statutory Stock Option shall expressly
provide that such Option shall not be treated as an Incentive Stock Option.

     6.2. EXERCISE. An Option shall become exercisable at such times and in such
installments (which may be cumulative) as shall be determined by the Committee
in its sole discretion at the time the Option is granted. Upon the completion of
its exercise period, an Option, to the extent not then exercised, shall expire.

     6.3. EXERCISE PRICE.

              (a) INCENTIVE STOCK OPTIONS. The per share price to be paid by the
         Participant at the time an Incentive Stock Option is exercised shall be
         determined by the Committee, in its discretion, at the date of its
         grant; provided, however, that such price shall not be less than (i)
         100% of the Fair Market Value of one share of Common Stock on the date
         the Option is granted, or (ii) 110% of the Fair Market Value of one
         share of Common Stock on the date the Option is granted if, at that
         time the Option is granted, the Participant owns, directly or
         indirectly (as determined pursuant to Section 424(d) of the Code), more
         than 10% of the total combined voting power of all classes of stock of
         the Company or any subsidiary or parent corporation of the Company
         (within the meaning of Sections 424(f) and 424(e), respectively, of the
         Code).

              (b) NON-STATUTORY STOCK OPTIONS. The per share price to be paid by
         the Participant at the time a Non-Statutory Stock Option is exercised
         shall be determined by the Committee in its sole discretion at the time
         the Option is granted; provided, however, that such price shall not be
         less than 85% of the Fair Market value of one share of Common Stock on
         the date the Option is granted.

     6.4. DURATION.



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              (a) INCENTIVE STOCK OPTIONS. The period during which an Incentive
         Stock Option may be exercised shall be fixed by the Committee in its
         sole discretion at the time such Option is granted; provided, however,
         that in no event shall such period exceed 10 years from its date of
         grant or, in the case of a Participant who owns, directly or indirectly
         (as determined pursuant to Section 424(d) of the Code), more than 10%
         of the total combined voting power of all classes of stock of the
         Company or any subsidiary or parent corporation of the Company (within
         the meaning of Sections 424(f) and 424(e), respectively, of the Code),
         five years from its date of grant.

              (b) NON-STATUTORY STOCK OPTIONS. The period during which a
         Non-Statutory Stock Option may be exercised shall be fixed by the
         Committee in its sole discretion at its date of grant.

              (c) EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER SERVICE.
         Notwithstanding this Section 6.4, except as provided in Articles 7 and
         8 of the Plan, all Options granted to a Participant shall terminate and
         may no longer be exercised upon the termination of the Participant's
         employment or other status with the Company and all Subsidiaries in
         relation to which the Option was granted.

     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 herein
and in the agreement evidencing such Option, by delivery, in person or through
certified or registered mail, of written notice of exercise to the Company at
its principal executive office (Attention: Chief Financial Officer), and by
paying in full the total Option exercise price for the shares of Common Stock
purchased. Such notice shall be in a form satisfactory to the Committee and
shall specify the particular Option (or portion thereof) that is being exercised
and the number of shares with respect to which the Option is being exercised.
Subject to compliance with Section 11.1 of the Plan, the exercise of the Option
shall be deemed effective upon receipt of such notice and payment complying with
the terms of the Plan and the agreement evidencing such Option. As soon as
practicable after the effective exercise of the Option, the Participant shall be
recorded on the stock transfer books of the Company as the owner of the shares
purchased, and the Company shall deliver to the Participant one or more duly
issued stock certificates evidencing such ownership. If a Participant exercises
any Option with respect to some, but not all, of the shares of Common Stock
subject to such Option, the right to exercise such Option with respect to the
remaining shares shall continue until it expires or terminates in accordance
with its terms. An Option shall only be exercisable with respect to whole
shares.

     6.6. PAYMENT OF EXERCISE PRICE.


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              (a) The total purchase price of the shares to be purchased upon
         exercise of an Option shall be paid entirely in cash (including check,
         bank draft or money order); provided, however, that the Committee, in
         its sole discretion, may allow such payments to be made, in whole or in
         part, by delivery of a Broker Exercise Notice or a promissory note
         (containing such terms and conditions as the Committee may in its
         discretion determine), by transfer from the Participant to the Company
         of Previously Acquired Shares, or by a combination thereof. In
         determining whether or upon what terms and conditions a Participant
         will be permitted to pay the purchase price of an Option in a form
         other than cash, the Committee may consider all relevant facts and
         circumstances, including, without limitation, the tax and securities
         law consequences to the Participant and the Company and the financial
         accounting consequences to the Company. In the event the Participant is
         permitted to pay the purchase price of an Option in whole or in part
         with Previously Acquired Shares, the value of such shares shall be
         equal to their Fair Market Value on the date of exercise of the Option.

              (b) For purposes of this Section 6.6, a "Broker Exercise Notice"
         shall mean a written notice from a Participant to the Company at its
         principal executive office (Attention: Chief Financial Officer), made
         on a form and in the manner as the Committee may from time to time
         determine, pursuant to which the Participant irrevocably elects to
         exercise all or any portion of an Option and irrevocably directs the
         Company to deliver the Participant's stock certificates to be issued to
         such Participant upon such Option exercise directly to a broker or
         dealer. A Broker Exercise Notice must be accompanied by or contain
         irrevocable instructions to the broker or dealer (i) to promptly sell,
         a sufficient number of shares of such Common Stock or to loan the
         Participant a sufficient amount of money to pay the exercise price for
         the Options and, if not otherwise satisfied by the Participant, to fund
         any related employment and withholding tax obligations due upon such
         exercise, and (ii) to promptly remit such sums to the Company upon the
         broker's or dealer's receipt of the stock certificates.

     6.7. RIGHTS AS A SHAREHOLDER. The Participant shall have no rights as a
shareholder with respect to any shares of Common Stock covered by an Option
until the Participant shall have become the holder of record of such shares, and
no adjustments shall be made for dividends or other distributions or other
rights 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 pursuant to Section 4.3 of the Plan.

          6.8. DISPOSITION OF COMMON STOCK ACQUIRED PURSUANT TO THE EXERCISE OF
INCENTIVE STOCK OPTIONS. Prior to making a disposition (as defined in Section
424(c) of the Code) of any shares of Common Stock acquired pursuant to the
exercise of an Incentive Stock Option granted under the Plan before the
expiration of two years after its date of grant or before the expiration of one
year after its date of exercise and the date on



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which such shares of Common Stock were transferred to the Participant pursuant
to exercise of the Option, the Participant shall send written notice to the
Company of the proposed date of such disposition, the number of shares to be
disposed of, the amount of proceeds to be received from such disposition and any
other information relating to such disposition that the Company may reasonably
request. The right of a Participant to make any such disposition shall be
conditioned on the receipt by the Company of all amounts necessary to satisfy
any federal, state or local withholding and employment-related tax requirements
attributable to such disposition. The Committee shall have the right, in its
sole discretion, to endorse the certificates representing such shares with a
legend restricting transfer and to cause a stop transfer order to be entered
with the Company's transfer agent until such time as the Company receives the
amounts necessary to satisfy such withholding and employment-related tax
requirements or until the later of the expiration of two years from its date of
grant or one year from its date of exercise and the date on which such shares
were transferred to the Participant pursuant to the exercise of the Option.

     6.9. AGGREGATE LIMITATION OF STOCK SUBJECT TO INCENTIVE STOCK OPTIONS. To
the extent that the aggregate Fair Market Value (determined as of the date an
Incentive Stock Option is granted) of the shares of Common Stock with respect to
which incentive stock options (within the meaning of Section 422 of the Code)
are exercisable for the first time by a Participant during any calendar year
(under the Plan and any other incentive stock option plans of the Company or any
subsidiary or any parent corporation of the Company (within the meaning of
Sections 424(f) and 424(e), respectively, of the Code)) exceeds $100,000 (or
such other amount as may be prescribed by the Code from time to time), such
excess Options shall be treated as Non-Statutory Stock Options. The
determination shall be made by taking incentive stock options into account in
the order in which they were granted. If such excess only applies to a portion
of an incentive stock option, the Committee, in its discretion, shall designate
which shares shall be treated as shares to be acquired upon exercise of an
incentive stock option.

ARTICLE 7. EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER SERVICE.

     7.1. TERMINATION OF EMPLOYMENT OR OTHER SERVICE DUE TO DEATH, DISABILITY OR
RETIREMENT. Except as otherwise provided in Article 8 of the Plan, in the event
a Participant's employment or other service with the Company and all
Subsidiaries is terminated by reason of such Participant's death, Disability or
Retirement, all outstanding Options then held by the Participant shall become
immediately exercisable in full and remain exercisable after such termination
for a period of three months in the case of Retirement and one year in the case
of death or Disability (but in no event after the expiration date of any such
Option).

     7.2. TERMINATION OF EMPLOYMENT OR OTHER SERVICE FOR REASONS OTHER THAN
DEATH, DISABILITY OR RETIREMENT. Except as otherwise provided in Article 8 of
the Plan or as otherwise determined by the Committee either at the time an


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Option is granted or thereafter, in the event of termination of the
Participant's employment or other status with the Company and all Subsidiaries
in relation to which the Option was granted for any reason other than death,
Disability or Retirement, all rights of the Participant under the Plan shall
immediately terminate without notice of any kind, and no Options then held by
the Participant shall thereafter be exercisable; provided, however, that if such
termination is due to any reason other than termination by the Company or any
Subsidiary for "cause," all outstanding Options then held by such Participant
shall remain exercisable to the extent exercisable as of such termination for a
period of three months after such termination (but in no event after the
expiration date of any such Option). For purposes of this Section 7.2, "cause"
shall be as defined in any employment or other agreement or policy applicable to
the Participant or, if no such agreement or policy exists, shall mean (a)
dishonesty, fraud, misrepresentation, embezzlement or material or deliberate
injury or attempted injury, in each case related to the Company or any
Subsidiary, (b) any unlawful or criminal activity of a serious nature, (c) any
willful breach of duty, habitual neglect of duty or unreasonable job
performance, or (d) any material breach of a confidentiality or noncompetition
agreement entered into with the Company or any Subsidiary.

     7.3. MODIFICATION OF EFFECT OF TERMINATION. Notwithstanding the provisions
of this Article 7, upon a Participant's termination of employment or other
status with the Company and all Subsidiaries with respect to which Options were
granted, the Committee may, in its sole discretion (which may be exercised
before or following such termination), cause Options, or any portions thereof,
then held by such Participant to become exercisable and remain exercisable
following such termination in the manner determined by the Committee; provided,
however, that no Option shall be exercisable after the expiration date thereof
and any Incentive Stock Option that remains unexercised more than three months
following employment termination by reason of Retirement or more than one year
following employment termination by reason of death or Disability shall
thereafter be deemed to be a Non-Statutory Stock Option.

     7.4. DATE OF TERMINATION. Unless the Committee shall otherwise determine in
its sole discretion, a Participant's employment or other service shall, for
purposes of the Plan, be deemed to have terminated on the date such Participant
ceases to perform services for the Company and all Subsidiaries, as determined
in good faith by the Committee.

ARTICLE 8. CHANGE OF CONTROL.

     8.1. CHANGE IN CONTROL. For purposes of this Article 8, a "Change in
Control" of the Company shall mean (a) the sale, lease, exchange or other
transfer of all or substantially all of the assets of the Company (in one
transaction or in a series of related transactions) to a corporation that is not
controlled by the Company, (b) the approval by the shareholders of the Company
of any plan or proposal for the liquidation or dissolution of the Company, or
(c) a change in control of the Company of a nature that would be required to be
reported (assuming such event has not been "previously reported") in response to
Item 1(a) of the Current Report on Form 8-K, as in effect on the effective date
of the Plan, pursuant to



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Section 13 or 15(d) of the Exchange Act, whether or not the Company is then
subject to such reporting requirement; provided, however, that, without
limitation, such a Change in Control shall be deemed to have occurred at such
time as any Person becomes after the effective date of the Plan the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of 50.0% or more of the combined voting power of the Company's
outstanding securities ordinarily having the right to vote at elections of
directors. Notwithstanding anything in the foregoing to the contrary, no Change
in Control shall be deemed to have occurred for purposes of this Section 8.1 by
virtue of any transaction which shall have been approved by the affirmative vote
of at least a majority of the members of the Board of Directors on the effective
date of the Plan, provided that any person becoming a director subsequent to the
effective date of the Plan whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least a majority of the
directors comprising or deemed pursuant hereto to comprise the board of
directors of the Company on the effective date of the Plan (either by a specific
vote or by approval of the proxy statement of the Company in which such person
is named as a nominee for director) shall be, for purposes of this sentence,
considered as though such person were a member of the board of directors of the
Company on the effective date of the Plan. [As amended on February 21, 1993.]

     8.2. 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.

     8.3. CASH PAYMENT. If a Change in Control of the Company shall occur, then
the Committee, in its sole discretion, and without the consent of any
Participant effected thereby, may determine that some or all Participants
holding outstanding Options shall 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.

     8.4. LIMITATION ON CHANGE IN CONTROL PAYMENTS. Notwithstanding anything in
Section 8.2 or 8.3 above to the contrary, if, with respect to a Participant, the
acceleration of the exercisability of an Option as provided in Section 8.2 or
the payment of cash in exchange for all or part of an Option as provided in
Section 8.3 above (which acceleration or payment could be deemed a "payment"
within the meaning of Section 280G(b) (2) ofthe Code), together with any other
payments which such Participant has the right to receive from the Company or any
corporation which 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 theacceleration of exercisability and the
payments to



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such Participant pursuant to Sections 8.2 and 8.3 above shall be reduced to the
largest amount as, in thesole judgment of the Committee, will result in no
portion of such payments being subject to the excise tax imposed by Section 4999
of the Code.

ARTICLE 9. RIGHT TO WITHHOLD; PAYMENT OF WITHHOLDING TAXES.

     9.1. GENERAL RULES. The Company is entitled to (a) withhold and deduct from
future wages of the Participant (or from other amounts which may be due and
owing to the Participant from the Company), or make other arrangements for the
collection of, all legally required amounts necessary to satisfy any and all
federal, state and local withholding and employment-related tax requirements (i)
attributable to the grant or exercise of an Option or to a disqualifying
disposition of stock received upon exercise of an Incentive Stock Option, or
(ii) otherwise incurred with respect to an Option, or (b) require the
Participant promptly to remit the amount of such withholding to the Company
before taking any action with respect to the exercise of an Option or the
issuance of any stock certificate either to the Participant or any transferee.

     9.2. SPECIAL RULES.

              (a) Without limiting the generality of Section 9.1 above, the
         Committee may, in its sole discretion and subject to such rules as the
         Committee may adopt, permit a Participant to satisfy, in whole or in
         part, any withholding or employment-related tax obligations described
         in Section 9.1 above by electing to use Previously Acquired Shares or
         by electing to have the Company accept a Broker Exercise Notice with
         respect to that number of shares, in any such case, having a Fair
         Market Value, on the Tax Date, equal to the amount necessary to satisfy
         the withholding or employment related taxes due, or by agreeing to
         deliver to the Company a promissory note in payment for some or all of
         the necessary amounts (containing such terms and conditions as the
         Committee in its sole discretion may determine).

              (b) A Participant's election to use Previously Acquired Shares, a
         Broker Exercise Notice or a promissory note must be made on or prior to
         the Tax Date, is irrevocable and is subject to the consent or
         disapproval of the Committee. If the Participant is an officer,
         director or beneficial owner of more than 10% of the outstanding Common
         Stock of the Company and the Company has a class of equity securities
         registered under Section 12 of the Exchange Act, an election to use
         Previously Acquired Shares may not be made within sis months following
         the date the Option is granted (unless the death or Disability of the
         Participant occurs prior to the expiration of such six-month period),
         and (unless otherwise permitted by the Committee in its sole
         discretion) must be made either six months prior to the Tax Date or at
         any time prior to the Tax Date between the third and twelfth business
         days following public release of any of the Company's quarterly or
         annual



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<PAGE>   13

         summary earnings statements. When shares of Common stock are issued
         prior to the Tax Date to a Participant making an election to use
         Previously Acquired Shares, the Participant shall agree in writing to
         surrender that number of shares on the Tax Date having an aggregate
         Fair Market Value equal to the tax due.

ARTICLE 10. RIGHTS OF ELIGIBLE RECIPIENTS AND PARTICIPANTS; TRANSFERABILITY.

     10.1. EMPLOYMENT OR SERVICE. Nothing in the Plan shall 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. RESTRICTIONS ON TRANSFER. Other than pursuant to a qualified domestic
relations order (as defined by the Code), no right or interest of any
Participant in an Option prior to the exercise of such Options shall be
assignable or transferrable, or subjected to any lien, during the lifetime of
the Participant, either voluntarily or involuntarily, directly or indirectly, by
operation of law or otherwise, including execution, levy, garnishment,
attachment, pledge, divorce or bankruptcy. In the event of a Participant's
death, such Participant's rights and interest in Options shall be transferrable
by testamentary will or the laws of descent and distribution, and payment of any
amounts due under the Plan shall be made to, and exercise of any Options (to the
extent permitted pursuant to Article 7 of the Plan) may be made by, the
Participant's legal representatives, heirs or legatees. If in the opinion of the
Committee a Participant holding an Option is disabled from caring for his or her
affairs because of mental condition, physical condition or age, any payments due
the Participant may be made to, and any rights of the Participant under the Plan
shall be exercised by, such Participant's guardian, conservator or other legal
personal representative upon furnishing the Committee with evidence satisfactory
to the Committee of such status.

     10.3. NON-EXCLUSIVITY OF THE PLAN. Nothing contained in the Plan is
intended to amend, modify or rescind any previously approved compensation plans
or programs entered into by the Company. The Plan will be construed to be in
addition to any and all such other plans or programs. Neither the adoption of
the Plan nor the submission of the Plan to the shareholders of the Company for
approval will be construed as creating 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.

ARTICLE 11. SECURITIES LAW RESTRICTIONS

     11.1. SHARE ISSUANCES. Notwithstanding any other provision of the Plan or
any agreements entered into pursuant hereto, the Company shall not be required
to issue or deliver any certificate for shares of Common Stock under this Plan,
and an Option shall not



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<PAGE>   14

be considered to be exercised notwithstanding the tender by the Participant of
any consideration therefor, unless and until each of the following conditions
has been fulfilled:

              (a) (i) There shall be in effect with respect to such shares a
         registration statement under the Securities Act and any applicable
         state securities laws if the Committee, in its sole discretion, shall
         have determined to file, cause to become effective and maintain the
         effectiveness of such registration statement; or (ii) if the Committee
         has determined not to so register the shares of Common Stock to be
         issued under the Plan, (A) exemptions from registration under the
         Securities Act and applicable state securities laws shall be available
         for such issuance (as determined by counsel to the Company) and (B)
         there shall have been received from the Participant (or, in the event
         of death or disability, the Participant's heir(s) or legal
         representative(s)) any representations or agreements requested by the
         Company in order to permit such issuance to be made pursuant to such
         exemptions; and

              (b) There shall have been obtained any other consent, approval or
         permit from any state or federal governmental agency which the
         Committee shall, in its sole discretion upon the advice of counsel,
         deem necessary or advisable.

     11.2. SHARE TRANSFERS. Shares of Common Stock issued pursuant to Options
granted under the Plan may not be sold, assigned, transferred, pledged,
encumbered or otherwise disposed of, whether voluntarily or involuntarily,
directly or indirectly, by operation of law or otherwise, except pursuant to
registration under the Securities Act and applicable state securities laws or
pursuant to exemptions from such registrations. The Company may condition the
sale, assignment, transfer, pledge, encumbrance or other disposition of such
shares not issued pursuant to an effective and current registration statement
under the Securities Act and all applicable state securities laws on the receipt
from the party to whom the shares of Common Stock are to be so transferred of
any representations or agreements requested by the Company in order to permit
such transfer to be made pursuant to exemptions from registration under the
Securities Act and applicable state securities laws.

     11.3. LEGENDS.

              (a) Unless a registration statement under the Securities Act and
         applicable state securities laws is in effect with respect to the
         issuance or Transfer of shares of Common Stock under the Plan, each
         certificate representing any such shares shall be endorsed with a
         legend in substantially the following form, unless counsel for the
         Company is of the opinion as to any such certificate that such legend
         is unnecessary:

         THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED



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<PAGE>   15

         ("THE ACT"), OR UNDER APPLICABLE STATE SECURITIES LAWS. THESE
         SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR
         SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
         DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
         UNDER THE ACT AND SUCH STATE LAWS OR PURSUANT TO AN EXEMPTION FROM
         REGISTRATION UNDER THE ACT AND SUCH STATE LAWS, THE AVAILABILITY OF
         WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

              (b) The Committee, in its sole discretion, may endorse
         certificates representing shares issued pursuant to the exercise of
         Incentive Stock Options with a legend in substantially the following
         form:

         THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
         TRANSFERRED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF ON OR
         BEFORE [THE LATER OF THE ONE-YEAR OR TWO-YEAR INCENTIVE STOCK OPTION
         HOLDING PERIODS), WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.

ARTICLE 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 shall 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
amendment shall be effective, without approval of the shareholders of the
Company, if shareholder approval of the amendment is then required pursuant to
Rule l6b-3 under the Exchange Act or any successor rule or Section 422 of the
Code or under the applicable rules or regulations of any securities exchange or
the NASD. No termination, suspension or amendment of the Plan shall alter or
impair any outstanding Option without the consent of the Participant affected
thereby; provided, however, that this sentence shall not impair the right of the
Committee to take whatever action it deems appropriate under Section 4.3 or
Article 8 of the Plan.

ARTICLE 13. EFFECTIVE DATE OF THE PLAN

     13.1. EFFECTIVE DATE. The Plan is effective as of November 30, 1992, the
date it was adopted by the Board.

     13.2. DURATION OF THE PLAN. The Plan shall terminate at midnight on
November 30, 2002, and may be terminated prior thereto by Board action, and no
Option



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<PAGE>   16

shall be granted after such termination. Options outstanding upon termination of
the Plan may continue to be exercised in accordance with their terms.

ARTICLE 14. MISCELLANEOUS

     14.1. CONSTRUCTION AND HEADINGS. The use of the masculine gender shall also
include within its meaning the feminine, and the singular may include the plural
and the plural may include the singular, unless the context clearly indicates to
the contrary. The headings of the Articles, Sections and subparts of the Plan
are for convenience of reading only and are not meant to be of substantive
significance and shall not add or detract from the meaning of such Article,
Section or subpart.

     14.2. GOVERNING LAW. The place of administration of the Plan shall be
conclusively deemed to be within the State of Minnesota, and the rights and
obligations of any and all persons having or claiming to have had an interest
under the Plan or under any agreements evidencing Options shall be governed by
and construed exclusively and solely in accordance with the laws of the State of
Minnesota without regard to the conflict of laws provisions of any
jurisdictions. All parties agree to submit to the jurisdiction of the state and
federal courts of Minnesota with respect to matters relating to the Plan and
agree not to raise or assert the defense that such forum is not convenient for
such party.

     14.3. SUCCESSORS AND ASSIGNS. This Plan shall be binding upon and inure to
the benefit of the successors and permitted assigns of the Company, including,
without limitation, whether by way of merger, consolidation, operation of law,
assignment, purchase or other acquisition of substantially all of the assets or
business of the Company, and any and all such successors and assigns shall
absolutely and unconditionally assume all of the Company's obligations under the
Plan.

     14.4. SURVIVAL OF PROVISIONS. The rights, remedies, agreements, obligations
and covenants contained in or made pursuant to the Plan, any agreement
evidencing an Option and any other notices or agreements in connection
therewith, including, without limitation, any notice of exercise of an Option,
shall survive the execution and delivery of such notices and agreements and the
delivery and receipt of shares of Common Stock and shall remain in full force
and effect.


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