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                                                                    Exhibit 10.2

                                MGI PHARMA, INC.
                            1997 STOCK INCENTIVE PLAN
                        (As Amended Through May 14, 2002)

Section 1. Purpose; Effect on Prior Plans.

         (a) Purpose. The purpose of the MGI PHARMA, INC. 1997 Stock Incentive
Plan (the "Plan") is to promote the interests of MGI PHARMA, INC. (the
"Company") and its stockholders by aiding the Company in attracting and
retaining personnel necessary for the future success of the Company, to offer
such personnel incentives to put forth maximum efforts for the success of the
Company's business and to afford such personnel an opportunity to acquire a
proprietary interest in the Company.

         (b) Effect on Prior Plans. From and after the date on which the
Company's stockholders approve this Plan, no awards or stock options shall be
granted under the Prior Plans. All outstanding stock options and restricted
stock unit awards granted prior to the date on which the Company's stockholders
approve this Plan shall remain outstanding in accordance with the terms thereof.

Section 2. Definitions.

         As used in the Plan, the following terms shall have the meanings set
forth below:

         (a) "Affiliate" shall mean (i) any entity that, directly or indirectly
through one or more intermediaries, is controlled by the Company and (ii) any
entity in which the Company has a significant equity interest, in each case as
determined by the Committee.

         (b) "Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent or Other
Stock-Based Award granted under the Plan.

         (c) "Award Agreement" shall mean any written agreement, contract or
other instrument or document evidencing any Award granted under the Plan.

         (d) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, and any regulations promulgated thereunder.

         (e) "Committee" shall mean a committee of the Board of Directors of the
Company designated by such Board to administer the Plan, which shall consist of
members appointed from time to time by the Board of Directors and shall be
comprised of not less than two directors. Each member of the Committee shall be
a "Non-Employee Director" within the meaning of Rule16b-3 and an "outside
director" within the meaning of Section 162(m) of the Code.

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         (f) "Company" shall mean MGI PHARMA, INC., a Minnesota corporation, and
any successor corporation.

         (g) "Dividend Equivalent" shall mean any right granted under Section
6(d) of the Plan.

         (h) "Eligible Person" shall mean any employee, officer, director,
consultant or independent contractor providing services to the Company or any
Affiliate who the Committee determines to be an Eligible Person.

         (i) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee.

         (j) "Incentive Stock Option" shall mean an option granted under Section
6(a) of the Plan that is intended to meet the requirements of Section 422 of the
Code or any successor provision.

         (k) "Non-Qualified Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

         (l) "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.

         (m) "Other Stock-Based Award" shall mean any right granted under
Section 6(f) of the Plan.

         (n) "Participant" shall mean an Eligible Person designated to be
granted an Award under the Plan.

         (o) "Performance Award" shall mean any right granted under Section6(c)
of the Plan.

         (p) "Person" shall mean any individual, corporation, partnership,
association or trust.

         (q) "Plan" shall mean this 1997 Stock Incentive Plan, as amended from
time to time.

         (r) "Prior Plans" shall mean the Company's 1994 Stock Incentive Plan,
as amended, the Company's 1984 Stock Option Plan, as amended, and the Company's
1982 Incentive Stock Option Plan, as amended.


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         (s) "Reload Option" shall mean any Option granted under Section
6(a)(iv) of the Plan.

         (t) "Restricted Stock" shall mean any Share granted under Section 6(b)
of the Plan.

         (u) "Restricted Stock Unit" shall mean any unit granted under Section
6(b) of the Plan evidencing the right to receive a Share (or a cash payment
equal to the Fair Market Value of a Share) at some future date.

         (v) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended,
or any successor rule or regulation.

         (w) "Shares" shall mean shares of Common Stock, $.01 par value, of the
Company or such other securities or property as may become subject to Awards
pursuant to an adjustment made under Section 4(c) of the Plan.

         (x) "Stock Appreciation Right" shall mean any right granted under
Section 6(e) of the Plan.

Section 3. Administration.

         (a) Power and Authority of the Committee. The Plan shall be
administered by the Committee. Subject to the express provisions of the Plan and
to applicable law, the Committee shall have full power and authority to: (i)
designate Participants; (ii) determine the type or types of Awards to be granted
to each Participant under the Plan; (iii) determine the number of Shares to be
covered by (or with respect to which payments, rights or other matters are to be
calculated in connection with) each Award; (iv) determine the terms and
conditions of any Award or Award Agreement; (v) amend the terms and conditions
of any Award or Award Agreement and accelerate the exercisability of Options or
the lapse of restrictions relating to Restricted Stock or other Awards; (vi)
determine whether, to what extent and under what circumstances Awards may be
exercised in cash, Shares, other securities, other Awards or other property, or
canceled, forfeited or suspended; (vii) determine whether, to what extent and
under what circumstances cash, Shares, other securities, other Awards, other
property and other amounts payable with respect to an Award under the Plan shall
be deferred either automatically or at the election of the holder thereof or the
Committee; (viii) interpret and administer the Plan and any instrument or
agreement relating to, or Award made under, the Plan; (ix) establish, amend,
suspend or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (x) make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan. Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations and
other decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time and shall be
final, conclusive and binding upon any Participant, any holder or beneficiary of
any Award and any employee of the Company or any Affiliate.


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         (b) Delegation. The Committee may delegate its powers and duties under
the Plan to one or more officers of the Company or any Affiliate or a committee
of such officers, subject to such terms, conditions and limitations as the
Committee may establish in its sole discretion; provided, however, that the
Committee shall not delegate its powers and duties under the Plan (i) with
regard to officers or directors of the Company or any Affiliate who are subject
to Section 16 of the Securities Exchange Act of 1934, as amended or (ii) in such
a manner as would cause the Plan not to comply with the requirements of Section
162(m) of the Code.

Section 4. Shares Available for Awards.

         (a) Shares Available. Subject to adjustment as provided in Section
4(d), the number of Shares available for granting Awards under the Plan shall be
equal to the sum of (i) 4,700,000 and (ii) any Shares that are represented by
awards granted under the Prior Plans, which are forfeited, expire or are
canceled without the delivery of Shares or which result in the forfeiture of
Shares back to the Company. In addition, any Shares granted under the Plan which
are forfeited back to the Company 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. Any Shares covered by an Award (or portion of an
Award) granted under the Plan, which is forfeited or canceled, expires or is
settled in cash, shall be deemed not to have been delivered for purposes of
determining the maximum number of Shares available for delivery under the Plan.
Likewise, any Shares that are used by a Participant as full or partial payment
to the Company of the purchase price relating to an Award, or in connection with
satisfaction of tax obligations relating to an Award in accordance with the
provisions of Section 8 of the Plan, shall again be available for granting
Awards under the Plan. Further, Shares issued under the Plan through the
settlement, assumption or substitution of outstanding awards or obligations to
grant future awards as a condition of the Company acquiring another entity shall
not reduce the maximum number of Shares available for delivery under the Plan.

         (b) Accounting for Awards. For purposes of this Section 4, if an Award
entitles the holder thereof to receive or purchase Shares, the number of Shares
covered by such Award or to which such Award relates shall be counted on the
date of grant of such Award against the aggregate number of Shares available for
granting Awards under the Plan.

         (c) Incentive Stock Options. Notwithstanding the foregoing, the number
of Shares available for granting Incentive Stock Options under the Plan shall
not exceed 4,700,000, subject to adjustment as provided in the Plan and Section
422 or 424 of the Code or any successor provisions.

         (d) Adjustments. In the event that the Committee shall determine that
any dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the Company
or other similar corporate transaction or event affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to prevent
dilution or


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enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, in such manner as it may deem
equitable, adjust any or all of (i) the number and type of Shares (or other
securities or other property) which thereafter may be made the subject of
Awards, (ii) the number and type of Shares (or other securities or other
property) subject to outstanding Awards and (iii) the purchase or exercise price
with respect to any Award; provided, however, that the number of Shares covered
by any Award or to which such Award relates shall always be a whole number.

         (e) Award Limitations Under the Plan. No Eligible Person may be granted
any Award or Awards, the value of which Awards are based solely on an increase
in the value of the Shares after the date of grant of such Awards, for more than
450,000 Shares, subject to adjustment as provided in the Plan, in the aggregate,
during any consecutive three calendar years. The foregoing limitation
specifically includes the grant of any "performance-based" Awards within the
meaning of Section 162(m) of the Code.

Section 5. Eligibility.

         Any Eligible Person, including any Eligible Person who is an officer or
director of the Company or any Affiliate, shall be eligible to be designated a
Participant. In determining which Eligible Persons shall receive an Award and
the terms of any Award, the Committee may take into account the nature of the
services rendered by the respective Eligible Persons, their present and
potential contributions to the success of the Company or such other factors as
the Committee, in its discretion, shall deem relevant. Notwithstanding the
foregoing, an Incentive Stock Option may only be granted to full or part-time
employees (which term as used herein includes, without limitation, officers and
directors who are also employees) and an Incentive Stock Option shall not be
granted to an employee of an Affiliate unless such Affiliate is also a
"subsidiary corporation" of the Company within the meaning of Section 424(f) of
the Code or any successor provision.

Section 6. Awards.

         (a) Options. The Committee is hereby authorized to grant Options to
Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the
Committee shall determine:

                  (i) Exercise Price. The purchase price per Share purchasable
         under an Option shall be determined by the Committee; provided,
         however, that such purchase price shall not be less than 100% of the
         Fair Market Value of a Share on the date of grant of such Option.

                  (ii) Option Term. The term of each Option shall be fixed by
         the Committee.

                  (iii) Time and Method of Exercise. The Committee shall
         determine the time or times at which an Option may be exercised in
         whole or in part and the method or methods by which, and the form or
         forms (including, without limitation, cash, Shares, promissory notes,
         other securities, other Awards or other property, or any combination


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         thereof, having a Fair Market Value on the exercise date equal to the
         relevant exercise price) in which, payment of the exercise price with
         respect thereto may be made or deemed to have been made.

                  (iv) Reload Options. The Committee may grant Reload Options,
         separately or together with another Option, pursuant to which, subject
         to the terms and conditions established by the Committee and any
         applicable requirements of Rule 16b-3 or any other applicable law, the
         Participant would be granted a new Option when the payment of the
         exercise price of a previously granted option is made by the delivery
         of Shares owned by the Participant pursuant to Section 6(a)(iii) hereof
         or the relevant provisions of another plan of the Company, and/or when
         Shares are tendered or forfeited as payment of the amount to be
         withheld under applicable income tax laws in connection with the
         exercise of an Option, which new Option would be an Option to purchase
         the number of Shares not exceeding the sum of (A) the number of Shares
         so provided as consideration upon the exercise of the previously
         granted option to which such Reload Option relates and (B) the number
         of Shares, if any, tendered or withheld as payment of the amount to be
         withheld under applicable tax laws in connection with the exercise of
         the option to which such Reload Option relates pursuant to the relevant
         provisions of the plan or agreement relating to such option. Reload
         Options may be granted with respect to Options previously granted under
         the Plan or any other stock option plan of the Company, and may be
         granted in connection with any Option granted under the Plan or any
         other stock option plan of the Company at the time of such grant. Such
         Reload Options shall have a per share exercise price equal to the Fair
         Market Value as of the date of grant of the new Option. Any Reload
         Option shall be subject to availability of sufficient Shares for grant
         under the Plan.

         (b) Restricted Stock and Restricted Stock Units. The Committee is
hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units
to Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the
Committee shall determine:

                  (i) Restrictions. Shares of Restricted Stock and Restricted
         Stock Units shall be subject to such restrictions as the Committee may
         impose (including, without limitation, any limitation on the right to
         vote a Share of Restricted Stock or the right to receive any dividend
         or other right or property with respect thereto or with respect to a
         Restricted Stock Unit), which restrictions may lapse separately or in
         combination at such time or times, in such installments or otherwise as
         the Committee may deem appropriate. Shares of Restricted Stock shall
         contain a restriction providing for a vesting period of not less than
         one year.

                  (ii) Stock Certificates. Any Restricted Stock granted under
         the Plan shall be evidenced by issuance of a stock certificate or
         certificates or may be in the form of a bookkeeping entry, which
         certificate or certificates shall be held by the Company and which
         bookkeeping entry shall be evidenced in the records of the Company's
         transfer agent in an account maintained for the Participant. Such
         certificate or certificates, or entries on the records of the transfer
         agent, as the case may be, shall be registered in the


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         name of the Participant and shall bear an appropriate legend referring
         to the terms, conditions and restrictions applicable to such Restricted
         Stock. In the case of Restricted Stock Units, no Shares shall be issued
         at the time such Awards are granted.

                  (iii) Forfeiture; Delivery of Shares. Except as otherwise
         determined by the Committee, upon termination of employment (as
         determined under criteria established by the Committee) during the
         applicable restriction period, all Shares of Restricted Stock and all
         Restricted Stock Units at such time subject to restriction shall be
         forfeited and reacquired by the Company; provided, however, that the
         Committee may, when it finds that a waiver would be in the best
         interest of the Company, waive in whole or in part any or all remaining
         restrictions with respect to Shares of Restricted Stock or Restricted
         Stock Units. Any Share representing Restricted Stock that is no longer
         subject to restrictions shall be delivered to the holder thereof
         promptly after the applicable restrictions lapse or are waived or
         applicable restrictions shall be lifted from the records of the
         transfer agent, as the case may be. Upon the lapse or waiver of
         restrictions and the restricted period relating to Restricted Stock
         Units evidencing the right to receive Shares, such Shares shall be
         issued and delivered to the holders of the Restricted Stock Units.

         (c) Performance Awards. The Committee is hereby authorized to grant
Performance Awards to Participants subject to the terms of the Plan and any
applicable Award Agreement. A Performance Award granted under the Plan (i) may
be denominated or payable in cash, Shares (including, without limitation,
Restricted Stock), other securities, other Awards or other property and (ii)
shall confer on the holder thereof the right to receive payments, in whole or in
part, upon the achievement of such performance goals during such performance
periods as the Committee shall establish. Subject to the terms of the Plan and
any applicable Award Agreement, the performance goals to be achieved during any
performance period, the length of any performance period, the amount of any
Performance Award granted, the amount of any payment or transfer to be made
pursuant to any Performance Award and any other terms and conditions of any
Performance Award shall be determined by the Committee.

         (d) Dividend Equivalents. The Committee is hereby authorized to grant
to Participants Dividend Equivalents under which such Participants shall be
entitled to receive payments (in cash, Shares, other securities, other Awards or
other property as determined in the discretion of the Committee) equivalent to
the amount of cash dividends paid by the Company to holders of Shares with
respect to a number of Shares determined by the Committee. Subject to the terms
of the Plan and any applicable Award Agreement, such Dividend Equivalents may
have such terms and conditions as the Committee shall determine.

         (e) Stock Appreciation Rights. The Committee is hereby authorized to
grant Stock Appreciation Rights to Participants subject to the terms of the Plan
and any applicable Award Agreement. A Stock Appreciation Right granted under the
Plan shall confer on the holder thereof a right to receive upon exercise thereof
the excess of (i) the Fair Market Value of one Share on the date of exercise
(or, if the Committee shall so determine, at any time during a specified period
before or after the date of exercise) over (ii) the grant price of the Stock
Appreciation Right as specified by the Committee, which price shall not be less
than 100% of the Fair Market Value of one Share on the date of grant of the
Stock Appreciation Right; provided,


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however, that such grant price may be less than 100% of the Fair Market Value of
one Share on the date of grant of the Stock Appreciation Right if such right is
granted to replace a stock option of the Company based on the excess of the Fair
Market Value of a Share over the exercise price of such stock option. Subject to
the terms of the Plan and any applicable Award Agreement, the grant price, term,
methods of exercise, dates of exercise, methods of settlement and any other
terms and conditions of any Stock Appreciation Right shall be as determined by
the Committee. The Committee may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right as it may deem appropriate.

         (f) Other Stock-Based Awards. The Committee is hereby authorized to
grant to Participants such other Awards that are denominated or payable in,
valued in whole or in part by reference to, or otherwise based on or related to,
Shares (including, without limitation, securities convertible into Shares), as
are deemed by the Committee to be consistent with the purpose of the Plan;
provided, however, that such grants must comply with Rule 16b-3 and applicable
law. Subject to the terms of the Plan and any applicable Award Agreement, the
Committee shall determine the terms and conditions of such Awards. Shares or
other securities delivered pursuant to a purchase right granted under this
Section 6(f) shall be purchased for such consideration, which may be paid by
such method or methods and in such form or forms (including without limitation,
cash, Shares, promissory notes, other securities, other Awards or other property
or any combination thereof), as the Committee shall determine, the value of
which consideration, as established by the Committee, shall not be less than
100% of the Fair Market Value of such Shares or other securities as of the date
such purchase right is granted.

         (g) General.

                  (i) No Cash Consideration for Awards. Awards shall be granted
         for no cash consideration or for such minimal cash consideration as may
         be required by applicable law.

                  (ii) Awards May Be Granted Separately or Together. Awards may,
         in the discretion of the Committee, be granted either alone or in
         addition to, in tandem with or in substitution for any other Award or
         any award granted under any plan of the Company or any Affiliate other
         than the Plan. Awards granted in addition to or in tandem with other
         Awards or in addition to or in tandem with awards granted under any
         such other plan of the Company or any Affiliate may be granted either
         at the same time as or at a different time from the grant of such other
         Awards or awards.

                  (iii) Forms of Payment under Awards. Subject to the terms of
         the Plan and of any applicable Award Agreement, payments or transfers
         to be made by the Company or an Affiliate upon the grant, exercise or
         payment of an Award may be made in such form or forms as the Committee
         shall determine (including, without limitation, cash, Shares,
         promissory notes, other securities, other Awards or other property or
         any combination thereof), and may be made in a single payment or
         transfer, in installments or on a deferred basis, in each case in
         accordance with rules and procedures established by the Committee. Such
         rules and procedures may include, without limitation, provisions for
         the payment or crediting of reasonable interest on installment or
         deferred payments or the


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         grant or crediting of Dividend Equivalents with respect to installment
         or deferred payments.

                  (iv) Limits on Transfer of Awards. No Award and no right under
         any such Award shall be transferable by a Participant otherwise than by
         will or by the laws of descent and distribution; provided, however,
         that, if so determined by the Committee, a Participant may, in the
         manner established by the Committee, designate a beneficiary or
         beneficiaries to exercise the rights of the Participant and receive any
         property distributable with respect to any Award upon the death of the
         Participant; and provided, further, except in the case of an Incentive
         Stock Option, Awards may be transferable as specifically provided in
         any applicable Award Agreement pursuant to terms determined by the
         Committee. Except as otherwise provided in any applicable Award
         Agreement (other than an Award Agreement relating to an Incentive Stock
         Option), pursuant to terms determined by the Committee, each Award or
         right under any Award shall be exercisable during the Participant's
         lifetime only by the Participant or, if permissible under applicable
         law, by the Participant's guardian or legal representative. No Award or
         right under any such Award may be pledged, alienated, attached or
         otherwise encumbered, and any purported pledge, alienation, attachment
         or encumbrance thereof shall be void and unenforceable against the
         Company or any Affiliate.

                  (v) Term of Awards. The term of each Award shall be for such
         period as may be determined by the Committee.

                  (vi) Restrictions; Securities Exchange Listing. All
         certificates for Shares or other securities delivered under the Plan
         pursuant to any Award or the exercise thereof shall be subject to such
         stop transfer orders and other restrictions as the Committee may deem
         advisable under the Plan or the rules, regulations and other
         requirements of the Securities and Exchange Commission and any
         applicable federal or state securities laws, and the Committee may
         cause a legend or legends to be placed on any such certificates to make
         appropriate reference to such restrictions. If the Shares or other
         securities are traded on a securities exchange, the Company shall not
         be required to deliver any Shares or other securities covered by an
         Award unless and until such Shares or other securities have been
         admitted for trading on such securities exchange.

Section 7. Amendment and Termination; Adjustments.

         Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:

         (a) Amendments to the Plan. The Board of Directors of the Company may
amend, alter, suspend, discontinue or terminate the Plan; provided, however,
that, notwithstanding any other provision of the Plan or any Award Agreement,
without the approval of the stockholders of the Company, no such amendment,
alteration, suspension, discontinuation or termination shall be made that,
absent such approval:


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                  (i) would violate the rules or regulations of the National
         Association of Securities Dealers, Inc. or of any securities exchange
         that are applicable to the Company; or

                  (ii) would cause the Company to be unable, under the Code, to
         grant Incentive Stock Options under the Plan.

         (b) Amendments to Awards. The Committee may waive any conditions of or
rights of the Company under any outstanding Award, prospectively or
retroactively. The Committee may not amend, alter, suspend, discontinue or
terminate any outstanding Award, prospectively or retroactively, without the
consent of the Participant or holder or beneficiary thereof, except as otherwise
herein provided.

         (c) Correction of Defects, Omissions and Inconsistencies. The Committee
may correct any defect, supply any omission or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem desirable to
carry the Plan into effect.

Section 8. Income Tax Withholding; Tax Bonuses.

         (a) Withholding. 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 a Participant, are withheld or collected from such
Participant. In order to assist a Participant in paying all or a portion of the
federal and state taxes to be withheld or collected upon exercise or receipt of
(or the lapse of restrictions relating to) an Award, the Committee, in its
discretion and subject to such additional terms and conditions as it may adopt,
may permit the Participant to satisfy such tax obligation by (i) electing to
have the Company withhold a portion of the Shares otherwise to be delivered upon
exercise or receipt of (or the lapse of restrictions relating to) such Award
with a Fair Market Value equal to the amount of such taxes or (ii) delivering to
the Company Shares other than Shares issuable upon exercise or receipt of (or
the lapse of restrictions relating to) such Award with a Fair Market Value equal
to the amount of such taxes.

         (b) Tax Bonuses. The Committee, in its discretion, shall have the
authority, at the time of grant of any Award under this Plan or at any time
thereafter, to approve cash bonuses to designated Participants to be paid upon
their exercise or receipt of (or the lapse of restrictions relating to) Awards
in order to provide funds to pay all or a portion of federal and state taxes due
as a result of such exercise or receipt (or the lapse of such restrictions). The
Committee shall have full authority in its discretion to determine the amount of
any such tax bonus.

Section 9. General Provisions.

         (a) No Rights to Awards. No Eligible Person, Participant or other
Person shall have any claim to be granted any Award under the Plan, and there is
no obligation for uniformity of treatment of Eligible Persons, Participants or
holders or beneficiaries of Awards under the Plan. The terms and conditions of
Awards need not be the same with respect to any Participant or with respect to
different Participants.


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         (b) Award Agreements. No Participant will have rights under an Award
granted to such Participant unless and until an Award Agreement shall have been
duly executed on behalf of the Company.

         (c) No Limit on Other Compensation Arrangements. Nothing contained in
the Plan shall prevent the Company or any Affiliate from adopting or continuing
in effect other or additional compensation arrangements, and such arrangements
may be either generally applicable or applicable only in specific cases.

         (d) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate, nor will it affect in any way the right of the Company
or an Affiliate to terminate such employment at any time, with or without cause.
In addition, the Company or an Affiliate may at any time dismiss a Participant
from employment free from any liability or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award Agreement.

         (e) Governing Law. The validity, construction and effect of the Plan or
any Award, and any rules and regulations relating to the Plan or any Award,
shall be determined in accordance with the laws of the State of Minnesota.

         (f) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction
or would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the purpose or intent of
the Plan or the Award, such provision shall be stricken as to such jurisdiction
or Award, and the remainder of the Plan or any such Award shall remain in full
force and effect.

         (g) No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.

         (h) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash shall be paid in lieu of any fractional Shares or whether such
fractional Shares or any rights thereto shall be canceled, terminated or
otherwise eliminated.

         (i) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.


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         (j) Other Benefits. No compensation or benefit awarded to or realized
by any Participant under the Plan shall be included for the purpose of computing
such Participant's compensation under any compensation-based retirement,
disability, or similar plan of the Company unless required by law or otherwise
provided by such other plan.

Section 10. Section 16(b) Compliance.

         The Plan is intended to comply in all respects with Rule 16b-3 or any
successor provision, as in effect from time to time and in all events the Plan
shall be construed in accordance with the requirements of Rule 16b-3. If any
Plan provision does not comply with Rule 16b-3 as hereafter amended or
interpreted, the provision shall be deemed inoperative. The Board, in its
absolute discretion, may bifurcate the Plan so as to restrict, limit or
condition the use of any provision of the Plan to participants who are officers
or directors subject to Section 16 of the Securities and Exchange Act of 1934,
as amended, without so restricting, limiting or conditioning the Plan with
respect to other participants.

Section 11. Effective Date of the Plan.

         The Plan shall be effective as of the date of approval of the Plan by
the shareholders of the Company.

Section 12. Term of the Plan.

         Awards shall only be granted under the Plan during the period beginning
on the effective date of the Plan through May 31, 2005. However, unless
otherwise expressly provided in the Plan or in an applicable Award Agreement,
any Award theretofore granted may extend beyond the end of such period, and the
authority of the Committee provided for hereunder with respect to the Plan and
any Awards, and the authority of the Board of Directors of the Company to amend
the Plan, shall extend beyond the end of such period.


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