FY2005 10K Exhibit 4.3





EXHIBIT 4.3


SCIENTIFIC TECHNOLOGY INCORPORATED

AMENDED AND RESTATED 

1997 EMPLOYEE STOCK PURCHASE PLAN




	Purpose.  The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an
opportunity to purchase Common Stock of Scientific Technology, Incorporated, an Oregon corporation and a Subsidiary of the
Company through accumulated payroll deductions.  It is the intention of the Company to have the Plan qualify as an "Employee
Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended.  The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the
Code.

	Definitions.

	"Board" shall mean the Board of Directors of the Company.
	"Code" shall mean the Internal Revenue Code of 1986, as amended.
	"Common Stock" shall mean the Common Stock of Scientific Technologies Incorporated, an Oregon
corporation and a Designated Subsidiary of the Company.
	"Company" shall mean Scientific Technology Incorporated and, where applicable, Scientific Technologies
Incorporated, an Oregon corporation, and any Designated Subsidiary of the Company.
	"Compensation" shall mean all base straight time gross earnings, including variable compensation for field
service personnel, overtime, shift premium, incentive compensation, incentive payments, bonuses, lead pay and automobile allowances
but exclusive of other compensation.
	"Designated Subsidiary" shall mean any Subsidiary which has been designated by the Board from time to time
in its sole discretion as eligible to participate in the Plan.
	"Employee" shall mean any individual who is an Employee of the Company for tax purposes whose customary
employment with the Company is at least twenty (20) hours per week and more than five (5) months in any calendar year.
For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other
leave of absence approved by the Company.  Where the period of leave exceeds 90 days and the individual's right to reemployment is
not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of
such leave.
	"Enrollment Date" shall mean the first day of each Offering Period.
	"Exercise Date" shall mean the first Trading Day on or after May 1 and November 1 of each year for Offering
Periods beginning on or after January 1, 2005.  The first Exercise Date for the Offering Period beginning on January 15, 2005 shall be
May 1, 2005.
	"Fair Market Value" shall mean, as of any date, the value of Common Stock determined as follows:

	If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales
price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day
on the date of such determination, as reported in The Wall Street Journal or such other source as the Board deems reliable,
or;
	If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean of the closing bid and asked prices for the Common Stock on the date of such determination, as reported in The Wall
Street Journal or such other source as the Board deems reliable, or;
	In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Board.



	"Offering Period" shall mean, for Offering Periods beginning on or after January 1, 2005, the periods of
approximately twenty-four (24) months during which an option granted pursuant to the Plan may be exercised, commencing on the first
Trading Day on or after May 1 and November 1 of each year and terminating on the first Trading Day on or after the May 1 and
November 1 Offering Period commencement date approximately twenty-four months later; provided, however, that the first
Offering Period under the Plan after December 31, 2004 will commence with the first Trading Day on or after
January 15, 2005 and ending on the first Trading Day on or after the earlier of (i) November 1, 2006 or
(ii) twenty-seven (27) months from the beginning of the first Offering Period; and provided, further, that the second Offering
Period under the Plan after December 31, 2004 will commence on May 1, 2005.  The duration and timing of Offering
Periods may be changed pursuant to Section 4 of this Plan.
	"Plan" shall mean this Employee Stock Purchase Plan.
	"Purchase Period" shall mean the approximately six (6) month period commencing on one Exercise Date and
ending with the next Exercise Date, except that the first Purchase Period of any Offering Period shall commence on the Offering Date
and end with the next Exercise Date.  
	"Purchase Price" shall mean an amount equal to 85% of the Fair Market Value of a share of Common Stock
on the Enrollment Date or on the Exercise Date, whichever is lower.
	"Reserves" shall mean the number of shares of Common Stock covered by each option under the Plan which
have not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but
not yet placed under option.
	"Subsidiary" shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are
held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company
or a Subsidiary.
	"Trading Day" shall mean a day on which national stock exchanges and the Nasdaq System are open for
trading.

	Eligibility.

	Any Employee who has been continuously employed by the Company for at least six (6) consecutive months and who shall be
employed by the Company on a given Enrollment Date shall be eligible to participate in the Plan.
	Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) to the
extent that, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee
pursuant to Section 424(d) of the Code) would own capital stock of the Company or any Subsidiary or hold outstanding options to
purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock
of the Company or of any Subsidiary, or (ii) to the extent that his or her rights to purchase stock under all employee stock
purchase plans of the Company and its Subsidiaries accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of
stock (determined at the fair market value of the shares at the time such option is granted) for each calendar year in which such option
is outstanding at any time.



	Offering Periods.  For Offering Periods beginning on or after January 1, 2005, the Plan shall be implemented by
consecutive, overlapping Offering Periods with a new Offering Period commencing on the first Trading Day on or after May 1 and
November 1 each year, or on such other date as the Board shall determine, and continuing thereafter until terminated in
accordance with Section 20 hereof; provided, however, that the first Offering Period under the Plan after December 31, 2004 will
commence with the first Trading Day on or after January 15, 2005 and ending on the first Trading Day on or after the
earlier of (i) November 1, 2006 or (ii) twenty-seven (27) months from the beginning of the first Offering Period;
and provided, further, that the second Offering Period under the Plan after December 31, 2004 will commence on May 1,
2005.  The Board shall have the power to change the duration of Offering Periods (including the commencement dates thereof) with
respect to future offerings without stockholder approval if such change is announced prior to the scheduled beginning of the first
Offering Period to be affected thereafter.

	Participation.

	An eligible Employee may become a participant in the Plan by completing a subscription agreement authorizing payroll deductions
in the form of Exhibit A to this Plan (or in such other form or manner as the Board or its committee may determine) and filing it
with the Company's payroll office at least five (5) days prior to the applicable Enrollment Date.
	Payroll deductions for a participant shall commence on the first payroll following the Enrollment Date and shall end on the last
payroll in the Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in
Section 10 hereof.



	Payroll Deductions.

	At the time a participant files his or her subscription agreement, he or she shall elect to have payroll deductions made on each
pay day during the Offering Period in an amount not exceeding fifteen percent (15%) of the Compensation which he or she receives on
each pay day during the Offering Period.
	All payroll deductions made for a participant shall be credited to his or her account under the Plan and shall be withheld in whole
percentages only.  A participant may not make any additional payments into such account.
	A participant may discontinue his or her participation in the Plan as provided in Section 10 hereof, or may increase or
decrease the rate of his or her payroll deductions during the Offering Period by completing or filing with the Company a new
subscription agreement authorizing a change in payroll deduction rate.  The Board may, in its discretion, limit the number of
participation rate changes during any Offering Period.  The change in rate shall be effective with the first full payroll period following
ten (10) business days after the Company's receipt of the new subscription agreement unless the Company elects to process a
given change in participation more quickly.  A participant's subscription agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof.
	Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b)
hereof, a participant's payroll deductions may be decreased to zero percent (0%) at any time during an Offering Period.  Payroll
deductions shall recommence at the rate provided in such participant's subscription agreement at the beginning of the first Offering
Period which is scheduled to end in the following calendar year, unless terminated by the participant as provided in Section 10
hereof.
	At the time the option is exercised, in whole or in part, or at the time some or all of the Company's Common Stock issued under the
Plan is disposed of, the participant must make adequate provision for the Company's federal, state, or other tax withholding obligations,
if any, which arise upon the exercise of the option or the disposition of the Common Stock.  At any time, the Company may, but shall
not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or
early disposition of Common Stock by the Employee.



	Grant of Option.  On the Enrollment Date of each Offering Period, each eligible Employee participating in such Offering
Period shall be granted an option to purchase on the Exercise Date of such Offering Period (at the applicable Purchase Price) up to a
number of shares of the Company's Common Stock determined by dividing such Employee's payroll deductions accumulated prior to
such Exercise Date and retained in the Participant's account as of the Exercise Date by the applicable Purchase Price; provided that in
no event shall an Employee be permitted to purchase during each Purchase Period more than 10,000 shares (subject to any
adjustment pursuant to Section 19), and provided further that such purchase shall be subject to the limitations set forth in
Sections 3(b) and 12 hereof. Exercise of the option shall occur as provided in Section 8 hereof, unless the participant has
withdrawn pursuant to Section 10 hereof.  The Option shall expire on the last day of the Offering Period.

	Exercise of Option.  Unless a participant withdraws from the Plan as provided in Section 10 hereof, his or her option
for the purchase of shares shall be exercised automatically on the Exercise Date, and the maximum number of full shares subject to
option shall be purchased for such participant at the applicable Purchase Price with the accumulated payroll deductions in his or her
account.  No fractional shares shall be purchased; any payroll deductions accumulated in a participant's account which are not
sufficient to purchase a full share shall be retained in the participant's account for the subsequent Offering Period, subject to earlier
withdrawal by the participant as provided in Section 10 hereof.  Any other monies left over in a participant's account after the
Exercise Date shall be returned to the participant. During a participant's lifetime, a participant's option to purchase shares hereunder is
exercisable only by him or her.

	Delivery.  As promptly as practicable after each Exercise Date on which a purchase of shares occurs, the Company shall
arrange the delivery to each participant, as appropriate, the shares purchased upon exercise of his or her option.

	Withdrawal.

	A participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to
exercise his or her option under the Plan at any time by giving written notice to the Company in the form of Exhibit B to this Plan.
All of the participant's payroll deductions credited to his or her account shall be paid to such participant promptly after receipt of notice
of withdrawal and such participant's option for the Offering Period shall be automatically terminated, and no further payroll deductions
for the purchase of shares shall be made for such Offering Period.  If a participant withdraws from an Offering Period, payroll
deductions shall not resume at the beginning of the succeeding Offering Period unless the participant delivers to the Company a new
subscription agreement.
	A participant's withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any similar
plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the
Offering Period from which the participant withdraws.



	Termination of Employment.  Upon a participant's ceasing to be an Employee for any reason, he or she shall be deemed
to have elected to withdraw from the Plan and the payroll deductions credited to such participant's account during the Offering Period
but not yet used to exercise the option shall be returned to such participant or, in the case of his or her death, to the person or persons
entitled thereto under Section 15 hereof, and such participant's option shall be automatically terminated.  The preceding sentence
notwithstanding, a participant who receives payment in lieu of notice of termination of employment shall be treated as continuing to be
an Employee for the participant's customary number of hours per week of employment during the period in which the participant is
subject to such payment in lieu of notice.

	Interest.  No interest shall accrue on the payroll deductions of a participant in the Plan.

	Stock.

	The maximum number of shares of the Company's Common Stock which shall be made available for sale under the Plan shall be
600,000 shares including any shares available under the 1987 Employee Stock Purchase Plan (the "1987 Plan") at the time
immediately before the 1987 ESPP terminates, subject to adjustment upon changes in capitalization of the Company as provided in
Section 19 hereof.  If, on a given Exercise Date, the number of shares with respect to which options are to be exercised exceeds
the number of shares then available under the Plan, the Company shall make a pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable.
	The participant shall have no interest or voting right in shares covered by his option until such option has been exercised.
	Shares to be delivered to a participant under the Plan shall be registered in the name of the participant or in the name of the
participant and his or her spouse.



	Administration.  The Plan shall be administered by the Board or a committee of members of the Board appointed by the
Board.  The Board or its committee shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the
Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan.  Every finding, decision and determination made
by the Board or its committee shall, to the full extent permitted by law, be final and binding upon all parties.  

	Designation of Beneficiary.

	A participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant's
account under the Plan in the event of such participant's death subsequent to an Exercise Date on which the option is exercised but
prior to delivery to such participant of such shares and cash.  In addition, a participant may file a written designation of a beneficiary
who is to receive any cash from the participant's account under the Plan in the event of such participant's death prior to exercise of the
option.  If a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such
designation to be effective.
	Such designation of beneficiary may be changed by the participant at any time by written notice.  In the event of the death of a
participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant's death, the
Company shall deliver such shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or
cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.



	Transferability.  Neither payroll deductions credited to a participant's account nor any rights with regard to the exercise of
an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by
will, the laws of descent and distribution or as provided in Section 15 hereof) by the participant.  Any such attempt at assignment,
transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10 hereof.

	Use of Funds.  All payroll deductions received or held by the Company under the Plan may be used by the Company for
any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.

	Reports.  Individual accounts shall be maintained for each participant in the Plan.  Statements of account shall be given to
participating Employees at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the
number of shares purchased and the remaining cash balance, if any.

	Adjustments Upon Changes in Capitalization,  Dissolution, Liquidation, Merger or Asset Sale.


	Changes in Capitalization.  Subject to any required action by the stockholders of the Company, the Reserves, the
maximum number of shares each participant may purchase per Offering Period (pursuant to Section 7), as well as the price per
share and the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised shall be
proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the
number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration".
Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive.  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 of Common
Stock subject to an option.

	Dissolution or Liquidation.  In the event of the proposed dissolution or liquidation of the Company, the Offering Period then
in progress shall be shortened by setting a new Exercise Date (the "New Exercise Date"), and shall terminate immediately
prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Board.   The New Exercise
Date shall be before the date of the Company's proposed dissolution or liquidation.  The Board shall notify each participant in writing, at
least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant's option has been changed
to the New Exercise Date and that the participant's option shall be exercised automatically on the New Exercise Date, unless prior to
such date the participant has withdrawn from the Offering Period as provided in Section 10 hereof.  

	Merger or Asset Sale.  In the event of a proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, each outstanding option shall be assumed or an equivalent option substituted
by the successor corporation or a Parent or Subsidiary of the successor corporation.  In the event that the successor corporation
refuses to assume or substitute for the option, the Offering Period then in progress shall be shortened by setting a New Exercise Date.
The New Exercise Date shall be before the date of the Company's proposed sale or merger.  The Board shall notify each participant in
writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant's option has
been changed to the New Exercise Date and that the participant's option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10 hereof.

	Amendment or Termination.

	The Board may at any time and for any reason terminate or amend the Plan.  Except as provided in Section 19 hereof,
no such termination can affect options previously granted, provided that an Offering Period may be terminated by the Board on any
Exercise Date if the Board determines that the termination or suspension of the Plan, or termination of an Offering Period, is in the best
interests of the Company and its stockholders.  Except as provided in Section 19 hereof, no amendment may make any change
in any option theretofore granted which adversely affects the rights of any participant.  To the extent necessary to comply with
Section 423 of the Code (or any other applicable law, regulation or stock exchange rule), the Company shall obtain shareholder
approval in such a manner and to such a degree as required.  
	Notwithstanding anything in subsection (a) to the contrary, without stockholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the Board (or its committee) shall be entitled to
change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish
the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in the Company's processing of properly completed
withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that
amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or procedures as the Board (or its committee) determines in its sole
discretion advisable which are consistent with the Plan.



	Notices.  All notices or other communications by a participant to the Company under or in connection with the Plan shall
be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated
by the Company for the receipt thereof.

	Conditions Upon Issuance of Shares.  Shares shall not be issued with respect to an option unless the exercise of such
option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or
foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the
rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed,
and shall be further subject to the approval of counsel for the Company with respect to such compliance.  

As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at
the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or
distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned
applicable provisions of law.

	Term of Plan.  The Plan shall become effective upon the earlier to occur of its adoption by the Board of Directors or its
approval by the stockholders of the Company.  It shall continue in effect for a term of ten (10) years unless sooner terminated
under Section 20 hereof.

	Automatic Transfer to Low Price Offering Period.  To the extent permitted by any applicable laws, regulations, or stock
exchange rules if the Fair Market Value of the Common Stock on any Exercise Date in an Offering Period is lower than the Fair Market
Value of the Common Stock on the Offering Date of such Offering Period, then all participants in such Offering Period shall be
automatically withdrawn from such Offering Period immediately after the exercise of their option on such Exercise Date and
automatically re-enrolled in the immediately following Offering Period.

















 

EXHIBIT A

 

SCIENTIFIC TECHNOLOGY, INCORPORATED

1997 EMPLOYEE STOCK PURCHASE PLAN

SUBSCRIPTION AGREEMENT

 

_____ Original ApplicationEnrollment Date: __________ 

_____ Change in Payroll Deduction Rate

_____ Change of Beneficiary(ies)
1._____________________________________ hereby elects to participate in the Scientific Technology, Incorporated 1997
Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") and subscribes to purchase shares of the
Company's Common Stock in accordance with this Subscription Agreement and the Employee Stock Purchase Plan.

2.I hereby authorize payroll deductions from each paycheck in the amount of ____% of my Compensation on each payday
(from 1 to 15%) during the Offering Period in accordance with the Employee Stock Purchase Plan.  (Please note that no fractional
percentages are permitted.)

3.I understand that said payroll deductions shall be accumulated for the purchase of shares of Common Stock at the
applicable Purchase Price determined in accordance with the Employee Stock Purchase Plan.  I understand that if I do not withdraw
from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option.

4.I have received a copy of the complete Employee Stock Purchase Plan.  I understand that my participation in the Employee
Stock Purchase Plan is in all respects subject to the terms of the Plan.  I understand that my ability to exercise the option under this
Subscription Agreement is subject to stockholder approval of the Employee Stock Purchase Plan.

5.Shares purchased for me under the Employee Stock Purchase Plan should be issued in the name(s) of (Employee or
Employee and Spouse only):                                            .

6.I understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Enrollment Date (the
first day of the Offering Period during which I purchased such shares), I will be treated for federal income tax purposes as having
received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the
time such shares were purchased by me over the price which I paid for the shares.  I hereby agree to notify the Company in writing
within 30 days after the date of any disposition of shares and I will make adequate provision for Federal, state or other tax withholding
obligations, if any, which arise upon the disposition of the Common Stock.  The Company may, but will not be obligated to,
withhold from my compensation the amount necessary to meet any applicable withholding obligation including any withholding
necessary to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock
by me. If I dispose of such shares at any time after the expiration of the 2-year holding period, I understand that I will be treated for
federal income tax purposes as having received income only at the time of such disposition, and that such income will be taxed as
ordinary income only to the extent of an amount equal to the lesser of (1) the excess of the fair market value of the shares at the
time of such disposition over the purchase price which I paid for the shares, or (2) 15% of the fair market value of the shares on
the first day of the Offering Period.  The remainder of the gain, if any, recognized on such disposition will be taxed as capital gain.

7.I hereby agree to be bound by the terms of the 1997 Employee Stock Purchase Plan.  The effectiveness of this Subscription
Agreement is dependent upon my eligibility to participate in the 1997 Employee Stock Purchase Plan.

8.In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due me
under the 1997 Employee Stock Purchase Plan:



NAME:  (Please print) 

_________________________________________________

(First)        (Middle)      (Last)


 

_________________________________________________

Relationship

_________________________________________________

(Address)

Employee's Social Security Number:


_________________________________________________


 

Employee's Address:

_________________________________________________

___________________________________________

 

 

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE
OFFERING PERIODS UNLESS TERMINATED BY ME.

Dated: ___________________ _______________________________________________
Signature of Employee



_______________________________________________
Spouse's Signature (If beneficiary other than spouse)




















EXHIBIT B

SCIENTIFIC TECHNOLOGY, INCORPORATED

1997 EMPLOYEE STOCK PURCHASE PLAN

NOTICE OF WITHDRAWAL

The undersigned participant in the Offering Period of the Scientific Technology, Incorporated 1997 Employee Stock Purchase
Plan which began on ___________ 20____ (the "Enrollment Date") hereby notifies the Company that he or she hereby
withdraws from the Offering Period.  He or she hereby directs the Company to pay to the undersigned as promptly as practicable all the
payroll deductions credited to his or her account with respect to such Offering Period.  The undersigned understands and agrees that
his or her option for such Offering Period will be automatically terminated.  The undersigned understands further that no further payroll
deductions will be made for the purchase of shares in the current Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new Subscription Agreement.
Name and Address of Participant:





____________________________________

____________________________________

____________________________________
Signature:





____________________________________
Date: _______________________________