MANAGEMENT GRAPHICS, INC.

                         NONQUALIFIED STOCK OPTION PLAN
                                FOR KEY EMPLOYEES

                  1. Purpose. The purpose of this Nonqualified Stock Option Plan
(the  "Plan") is to promote the  interests of  Management  Graphics,  Inc.  (the
"Corporation"),  and its  shareholders  by providing a method to  encourage  key
employees  of the  Corporation  and its  subsidiaries  (if any) to invest in the
Corporation's  common  stock on  reasonable  terms and  thereby  increase  their
proprietary  interest  in the  Corporation's  business,  to  encourage  such key
employees to remain in the employment of the  Corporation  and to increase their
personal interest in its continued success and progress.

                  2.   Administration.

                  (a)  The Plan shall be  administered by the Board of Directors
                       who  may  from  time  to  time  issue   orders  or  adopt
                       resolutions,  not inconsistent with the provisions of the
                       Plan,  to interpret  the  provisions  and  supervise  the
                       administration of the Plan. All  determinations  shall be
                       made by the Board of  Directors  in  accordance  with the
                       Minnesota   Business   Corporation  Act  (the  "Act").  A
                       majority of the Directors  acting on any matter involving
                       the  interpretation  or  administration of the Plan shall
                       not be eligible to  participate  in the Plan.  Subject to
                       the   foregoing,   the   Corporation's   Bylaws  and  any
                       applicable  provisions of the Act, all decisions  made by
                       the directors in selecting  optionees,  establishing  the
                       number of shares and terms applicable to each option, and
                       in construing  the provisions of the Plan shall be final,
                       conclusive  and  binding on all  persons,  including  the
                       Corporation, shareholders, employees and optionees.

                  (b)  The Board of  Directors  may from time to time  appoint a
                       Stock Option Plan Committee (the "Committee"), consisting
                       of not less than three (3) directors,  none of whom shall
                       be eligible to  participate in the Plan while a member of
                       the Committee. The Board of Directors may delegate to the
                       Committee  power to select the  particular  employees who
                       are to receive  options  and to  determine  the number of
                       shares to be optioned to each such employee.

                  (c)  Each option  shall be  evidenced  by an option  agreement
                       substantially  in the form of the option  agreement which
                       is attached  to the Plan as an Exhibit.  The day on which
                       the Board of  Directors  or the  Committee  approves  the
                       granting  of an option  shall be  considered  the date on
                       which such option is granted.


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                     (d)    If the laws relating to  nonqualified  stock options
                            are changed  during the term of the Plan,  the Board
                            of Directors  shall have the power to alter the Plan
                            in accordance with section 13 hereof,  to conform to
                            such changes in the law.

                     3.  Eligibility.  Options  shall  be  granted  only  to key
employees, in the judgement of the Board of Directors (or the Committee) who, at
the time of the grant,  are employees of the Corporation or any subsidiary.  The
term  "employees"  means  employees  of  the  Corporation,  or  any  subsidiary,
including salaried officers of the Corporation.

                     4. Shares  Subject to Plan.  The Board of Directors (or the
Committee)  may  from  time  to time  provide  for the  option  and  sale in the
aggregate of up to 350,000  shares of the  Corporation's  Class A common  stock,
$0.01 par value, under the Plan subject to adjustments required by section 10 of
the Plan.  Shares may be  authorized  unissued  or  reacquired  shares of common
stock. The Corporation  shall not be required,  upon the exercise of any option,
to  issue or  deliver  any  shares  of stock  prior  to the  completion  of such
registration  or other  qualification  of such shares under any state or federal
law, rule or regulation as the  Corporation  shall  determine to be necessary or
desirable.

                     5. Price. The purchase price of the stock under each option
shall be determined by the Board of Directors.  The purchase price of each share
on the  exercise  of any  option  shall  be paid in full in cash at the  time of
exercise or, at the  discretion of the Board of Directors or the  Committee,  by
the surrender of other shares of stock of the  Corporation  having a fair market
value equal to the purchase  price,  and a  certificate  representing  shares so
purchased shall be delivered to the person entitled thereto.

                     6. Duration of Option.  The option period shall not be more
than fifteen (15) years from the date the option is granted.

                     7.  Exercise of Option.  The Board of Directors  shall have
full and complete authority to determine, at the time of granting of any option,
whether the option will be  exercisable in full at any time or from time to time
during the term of the option,  or to provide for the  exercise  thereof in such
installments  and at such  times  during  the  term of the  option,  or upon the
satisfaction of such conditions, as the Board of Directors may determine.


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                     8.  Nontransferability of Option. Each option granted under
the Plan shall by its terms be  nontransferable  by the  optionee  other than by
will or the laws of descent and distribution and shall be exercisable during his
lifetime only by the optionee.

                     9. Other Terms and Conditions. The Board of Directors shall
have power,  subject to the limitations  contained  herein, to fix any terms and
conditions  for the granting or exercise of any option  under the Plan.  Nothing
contained  in the Plan,  or in any option  granted  pursuant to the Plan,  shall
confer upon any optionee any right to continued  employment by the  Corporation,
nor limit in any way the right of the  Corporation  to terminate the  optionee's
employment at any time.

                     10.  Adjustment of Shares  Subject to Option.  In the event
there  is any  change  in  the  common  stock  of the  Corporation  through  the
declaration of stock dividends, or through  recapitalization  resulting in stock
split-ups,  or combinations or exchanges of shares, or otherwise,  the number of
shares  available  for option and the shares  subject to any option and exercise
price thereof shall be appropriately adjusted. The Corporation shall give notice
of such  adjustment  to each  holder  of an  option  under  the  Plan,  and such
adjustment  shall be effective and binding on the optionee.  In the event of the
proposed  dissolution or liquidation  of the  Corporation,  or in the event of a
proposed sale of substantially  all of the assets of the Corporation,  the Board
of Directors may declare that each option granted under the Plan shall terminate
as of a date to be fixed by the Board of Directors;  provided that not less than
thirty  (30) days'  written  notice of the date so fixed  shall be given to each
optionee,  and each optionee  shall have the right,  during the period of thirty
(30) days  preceding  such  termination,  to exercise any options  owned by such
optionee as to all or any part of the shares covered  thereby,  including shares
as to which such option would not otherwise be exercisable.

                     11.  Death  of  Optionee.  If an  optionee  dies  while  an
employee of the  Corporation  or of any  subsidiary  or within  ninety (90) days
after the termination of such  employment,  any option may be exercised  without
regard to the restrictions on exercise set forth in section 7 within twelve (12)
months after the optionee's death by the optionee's  personal  representative or
the person or persons to whom the optionee's  rights under the option shall pass
by the optionee's  will or by the applicable  laws of descent and  distribution;
provided,  however,  that no such option may be exercised  after the  expiration
date specified therein.

                     12.  Termination of Employment;  Retirement and Disability.
If an optionee  shall cease to be  employed  by the  Corporation  for any reason
(including  retirement and disability  and, with respect to an optionee under an
option,  death) after the optionee has continuously been so employed for one (1)
year from the date of granting of the option,  the optionee,  or the  oprionee's
personal  representative  or legatees,  as the case may be, may, but only within
the three (3) month

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period  immediately  following  such  termination  of employment and in no event
later than the expiration date specified in the option,  exercise the optionee's
option to the extent the  optionee  was  entitled  to exercise it at the date of
such termination.

                     13. Modification of Plan. The Board of Directors may amend,
suspend  or  discontinue  the  Plan,  at any  time,  by the act of the  Board of
Directors.  No such action may prejudice the right of any employee who has prior
thereto been granted an option or options of the Plan.

                     14.  Termination  of Plan.  The  Plan  shall  terminate  on
December  31, 1990.  Options may be granted  under the Plan at any time and from
time to time prior to its termination. Any option outstanding under the Plan, at
the time of its termination,  shall remain in effect until the option shall have
been exercised or shall have expired.

                     14.  Effective Date of Plan. The effective date of the Plan
is  November  26,  1985,  the date on which the Plan was adopted by the Board of
Directors of the Corporation.

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