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                   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.

          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.


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          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.

          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.


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          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.

               (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.


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               (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.

          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 75,000 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 or
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,


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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 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.


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          6.4. DURATION.

               (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.

               (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


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          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 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


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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
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.


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<PAGE>

          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 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


                                       9
<PAGE>

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) of
the 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 the
acceleration of exercisability and the payments to such Participant pursuant to
Sections 8.2 and 8.3 above shall be reduced to the largest amount as, in the
sole 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 six
          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 summary earnings statements. When shares of Common
          stock are issued prior to the Tax Date to a Participant making an
          election to use Previously


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<PAGE>

          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 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 th~ 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)


                                       11
<PAGE>

          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 ("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.



                                       12
<PAGE>

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 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.


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<PAGE>

          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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