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                                                                   Exhibit 10.17

                         AUGUST TECHNOLOGY CORPORATION
                        2000 EMPLOYEE STOCK PURCHASE PLAN


                        ARTICLE I - ESTABLISHMENT OF PLAN

1.01              ADOPTION BY BOARD OF DIRECTORS. By action of the Board of
                  Directors of August Technologies, Inc. (the "Corporation") on
                  March ___, 2000, subject to approval by its shareholders, the
                  Corporation has adopted an employee stock purchase plan
                  pursuant to which eligible employees of the Corporation and
                  certain of its Subsidiaries may be offered the opportunity to
                  purchase shares of Stock of the Corporation. The terms and
                  conditions of this Plan are set forth in this plan document,
                  as amended from time to time as provided herein. The
                  Corporation intends that the Plan shall qualify as an
                  "employee stock purchase plan" under Section 423 of the
                  Internal Revenue Code of 1986, as amended from time to time,
                  (the "Code") and shall be construed in a manner consistent
                  with the requirements of Code Section 423 and the regulations
                  thereunder.

1.02              SHAREHOLDER APPROVAL AND TERM. This Plan shall become
                  effective upon its adoption by the Board of Directors and
                  shall terminate DECEMBER 31, 2010; provided, however, that the
                  Plan shall be subject to approval by the shareholders of the
                  Corporation within twelve (12) months after the Plan is
                  adopted by the Board in the manner provided under Code Section
                  423 and the regulations thereunder; and provided, further that
                  the Board of Directors may extend the term of the Plan for
                  such period as the Board, in its sole discretion, deems
                  advisable. In the event the shareholders fail to approve the
                  Plan within twelve (12) months after the Plan is adopted by
                  the Board, this Plan shall not become effective and shall have
                  no force and effect, participation in the Plan shall
                  immediately cease, all outstanding options shall immediately
                  be canceled and all payroll deductions shall be returned to
                  the Participants without interest. No shares of stock shall be
                  issued to any Participant for any Phase unless and until the
                  shareholders approve the Plan within such twelve-month period.


                              ARTICLE II - PURPOSE

2.01              PURPOSE. The primary purpose of the Plan is to provide an
                  opportunity for Eligible Employees of the Corporation to
                  become shareholders of the Corporation, thereby providing them
                  with an incentive to remain in the Corporation's employ, to
                  improve operations, to increase profits and to contribute more
                  significantly to the Corporation's success.



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                            ARTICLE III - DEFINITIONS

3.01              "ADMINISTRATOR" means the Board of Directors or such Committee
                  appointed by the Board of Directors to administer the Plan.
                  The Board or the Committee may, in its sole discretion,
                  authorize the officers of the Corporation to carry out the
                  day-to-day operation of the Plan. In its sole discretion, the
                  Board may take such actions as may be taken by the
                  Administrator, in addition to those powers expressly reserved
                  to the Board under this Plan.

3.02              "BOARD OF DIRECTORS" or "BOARD" means the Board of Directors
                  of August Technologies, Inc.

3.03              "COMPENSATION" means the Participant's base compensation,
                  excluding bonuses but including overtime and commissions.

3.04              "CORPORATION" means August Technologies, Inc., a Minnesota
                  corporation.

3.05              "ELIGIBLE EMPLOYEE" means any employee who, as determined on
                  or immediately prior to an Enrollment Period, is a United
                  States full-time or part-time employee of the Corporation or
                  one of its Subsidiaries.

3.06              "ENROLLMENT PERIOD" means the period determined by the
                  Administrator for purposes of accepting elections to
                  participate during a Phase from Eligible Employees.

3.07              "FISCAL YEAR" means the fiscal year of the Corporation, which
                  is the twelve-month period beginning January 1 and ending
                  December 31 each year.

3.08              "PARTICIPANT" means an Eligible Employee who has been granted
                  an option and is participating during a Phase through payroll
                  deductions, but shall exclude those employees subject to the
                  limitations described in Section 9.03 below.

3.09              "PHASE" means the period beginning on the date that the option
                  was granted, otherwise referred to as the commencement date of
                  the Phase, and ending on the date that the option was
                  exercised, otherwise referred to as the termination date of
                  the Phase.

3.10              "PLAN" means the August Technologies, Inc. 2000 Employee Stock
                  Purchase Plan.

3.11              "STOCK" means the voting common stock of the Corporation.

3.12              "SUBSIDIARY" means any corporation defined as a subsidiary of
                  the Corporation in Code Section 424(f) as of the effective
                  date of the Plan, and such other corporations


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                  that qualify as subsidiaries of the Corporation under Code
                  Section 424(f) as the Board approves to participate in this
                  Plan from time to time.

                           ARTICLE IV - ADMINISTRATION

4.01              ADMINISTRATION. Except for those matters expressly reserved to
                  the Board pursuant to any provisions of the Plan, the
                  Administrator shall have full responsibility for
                  administration of the Plan, which responsibility shall
                  include, but shall not be limited to, the following:

                           (a)      The Administrator shall, subject to the
                                    provisions of the Plan, establish, adopt and
                                    revise such rules and procedures for
                                    administering the Plan, and shall make all
                                    other determinations as it may deem
                                    necessary or advisable for the
                                    administration of the Plan;

                           (b)      The Administrator shall, subject to the
                                    provisions of the Plan, determine all terms
                                    and conditions that shall apply to the grant
                                    and exercise of options under this Plan,
                                    including, but not limited to, the number of
                                    shares of Stock that may be granted, the
                                    date of grant, the exercise price and the
                                    manner of exercise of an option. The
                                    Administrator may, in its discretion,
                                    consider the recommendations of the
                                    management of the Corporation when
                                    determining such terms and conditions;

                           (c)      The Administrator shall have the exclusive
                                    authority to interpret the provisions of the
                                    Plan, and each such interpretation or
                                    determination shall be conclusive and
                                    binding for all purposes and on all persons,
                                    including, but not limited to, the
                                    Corporation and its Subsidiaries, the
                                    shareholders of the Corporation and its
                                    Subsidiaries, the Administrator, the
                                    directors, officers and employees of the
                                    Corporation and its Subsidiaries, and the
                                    Participants and the respective
                                    successors-in-interest of all of the
                                    foregoing; and

                           (d)      The Administrator shall keep minutes of its
                                    meetings or other written records of its
                                    decisions regarding the Plan and shall, upon
                                    requests, provide copies to the Board.

                         ARTICLE V - PHASES OF THE PLAN

5.01              PHASES. The Plan shall be carried out in one or more Phases of
                  six (6) months each. Unless otherwise determined by the
                  Administrator, in its discretion, Phases shall commence on
                  January 1 and July 1 of each fiscal year during the term of
                  the Plan; provided, however, that the first phase shall
                  commence on July 1, 2000, and end December 31, 2000. No two
                  Phases shall run concurrently.



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5.02              LIMITATIONS. The Administrator may, in its discretion, limit
                  the number of shares available for option grants during any
                  Phase as it deems appropriate. Without limiting the foregoing,
                  in the event all of the shares of Stock reserved for the grant
                  of options under Section 12.01 is issued pursuant to the terms
                  hereof prior to the commencement of one or more Phases or the
                  number of shares of Stock remaining is so small, in the
                  opinion of the Administrator, as to render administration of
                  any succeeding Phase impracticable, such Phase or Phases may
                  be canceled or the number of shares of Stock limited as
                  provided herein. In addition, if, based on the payroll
                  deductions authorized by Participants at the beginning of a
                  Phase, the Administrator determines that the number of shares
                  of Stock which would be purchased at the end of a Phase
                  exceeds the number of shares of Stock remaining reserved under
                  Section 12.01 hereof for issuance under the Plan, or if the
                  number of shares of Stock for which options are to be granted
                  exceeds the number of shares designated for option grants by
                  the Administrator for such Phase, then the Administrator shall
                  make a pro rata allocation of the shares of Stock remaining
                  available in as nearly uniform and equitable a manner as the
                  Administrator shall consider practicable as of the
                  commencement date of the Phase or, if the Administrator so
                  elects, as of the termination date of the Phase. In the event
                  such allocation is made as of the commencement date of a
                  Phase, the payroll deductions which otherwise would have been
                  made on behalf of Participants shall be reduced accordingly.


                            ARTICLE VI - ELIGIBILITY

6.01              ELIGIBILITY. Subject to the limitations described in Section
                  9.03, each employee who is an Eligible Employee on or
                  immediately prior to the commencement of a Phase shall be
                  eligible to participate in such Phase. If, in the discretion
                  of the Administrator, any Phase commences on a date other than
                  January 1 or July 1, whether an employee is an Eligible
                  Employee shall be determined on a date selected by the
                  Administrator, which date shall be at least thirty (30) days
                  prior to the commencement date of the Phase.


                           ARTICLE VII - PARTICIPATION

7.01              PARTICIPATION. Participation in the Plan is voluntary. An
                  Eligible Employee who desires to participate in any Phase of
                  the Plan must complete the Plan enrollment form provided by
                  the Administrator and deliver such form to the Administrator
                  or its designated representative during the Enrollment Period
                  established by the Administrator prior to the commencement
                  date of the Phase.

7.02              SUBSEQUENT PHASES. An Eligible Employee who elects to
                  participate in a Phase of a fiscal year shall be deemed to
                  have elected to participate in each subsequent Phase unless
                  such Participant elects to discontinue payroll deductions
                  during a Phase or exercises his or her right to withdraw
                  amounts previously withheld, as provided


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                  under Article X  hereof. In such event, such Participant must
                  complete a change of election form or a new Plan enrollment
                  form and file such form with the Administrator during the
                  Enrollment Period prior to the next Phase with respect to
                  which the Eligible Employee wishes to participate.


                   ARTICLE VIII - PAYMENT: PAYROLL DEDUCTIONS

8.01              ENROLLMENT. Each Eligible Employee electing to participate
                  shall indicate such election on the Plan enrollment form and
                  designate therein a percentage of such Participant's
                  Compensation during each pay period during the Phase. Subject
                  to the Participant's right to discontinue payroll deductions
                  as provided in Section 10.02, such percentage shall be at
                  least one percent (1%) but not more than ten percent (10%) of
                  such Participant's Compensation to be paid during such Phase,
                  or such other maximum percentage as the Administrator may
                  establish from time to time. In order to be effective, such
                  Plan enrollment form must be properly completed and received
                  by the Administrator by the due date indicated on such form,
                  or by such other date established by the Administrator.

8.02              PAYROLL DEDUCTIONS. Payroll deductions for a Participant shall
                  commence with the paycheck issued immediately after the
                  commencement date of the Phase and shall terminate with the
                  paycheck issued immediately prior to the termination date of
                  that Phase, unless the Participant elects to discontinue
                  payroll deductions or exercises his or her right to withdraw
                  all accumulated payroll deductions previously withheld during
                  the Phase as provided in Article X hereof. The authorized
                  payroll deductions shall be made over the pay periods of such
                  Phase by deducting from the Participant's Compensation for
                  each such pay period that dollar amount specified by the
                  Participant in the Plan enrollment form.

                  Unless the Participant elected to discontinue payroll
                  deductions or exercised his or her right to withdraw all
                  accumulated payroll deductions previously withheld during the
                  preceding Phase (in which event the Participant must complete
                  a change of election form or a new Plan enrollment form, as
                  the case may be, to continue participation for any subsequent
                  Phase), the Corporation shall continue to withhold from such
                  Participant's Compensation the same designated percentage
                  specified by the Participant in the most recent Plan
                  enrollment form previously completed by the Participant for
                  all subsequent Phases; provided, however, that the Participant
                  may, if he or she so chooses, discontinue payroll deductions
                  for any or all such subsequent Phases by properly completing a
                  new enrollment form during the Enrollment Period for such
                  subsequent Phase and delivering such form to the Administrator
                  by the due date for receipt of such forms for that Phase.

8.03              CHANGE IN COMPENSATION DURING A PHASE. In the event that the
                  Participant's Compensation is increased or decreased during a
                  Phase for any reason so that the amount actually withheld on
                  behalf of the Participant as of the termination date of the
                  Phase is different from the amount anticipated to be withheld
                  as determined on


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                  the commencement date of the Phase, then the extent to
                  which the Participant may exercise his or her option
                  shall be based on the amounts actually withheld on his or her
                  behalf, subject to the limitations in Article IX. In the event
                  of a change in the pay period of any Participant, such as from
                  biweekly to monthly, an appropriate adjustment shall be made
                  to the deduction in each new pay period so as to insure the
                  deduction of the proper amount authorized by the Participant.

8.04              DECREASES DURING A PHASE. In addition to the right to
                  discontinue or withdraw payroll deductions during a Phase as
                  provided in Article X, a Participant may decrease the
                  percentage of Compensation designated to be deducted as
                  payroll deductions during a Phase (but not below 1%) by
                  completing and filing such forms as the Administrator may
                  require. Such decrease shall be effective with the next
                  payroll period beginning after the date that the Administrator
                  receives such forms and shall apply to all remaining
                  Compensation paid during the Phase. The Participant may
                  exercise the right to decrease his or her payroll deductions
                  only once during each Phase.


                              ARTICLE IX - OPTIONS

9.01              GRANT OF OPTION. Subject to Article X, a Participant who has
                  elected to participate in the manner described in Article VIII
                  and who is employed by the Corporation or a Subsidiary as of
                  the commencement date of a Phase shall be granted an option as
                  of such date to purchase that number of whole shares of Stock
                  determined by dividing the total amount to be credited to the
                  Participant's account by the option price per share set forth
                  in Section 9.02(a) below. The option price per share for such
                  Stock shall be determined under Section 9.02 hereof, and the
                  number of shares exercisable shall be determined under Section
                  9.03 hereof.

9.02              OPTION PRICE. Subject to the limitations hereinbelow, the
                  option price for such Stock shall be the lower of the amounts
                  determined under paragraphs (a) and (b) below:

                           (a)  Eighty-five percent (85%) of the closing price
                           for a share of the Corporation's Stock as reported on
                           the Nasdaq National Market, Nasdaq SmallCap Market or
                           on an established securities exchange as of the
                           commencement date of the Phase; or

                           (b)  Eighty-five percent (85%) of the closing price
                           for a share of the Corporation's Stock as reported on
                           the Nasdaq National Market, Nasdaq SmallCap Market or
                           on an established securities exchange as of the
                           termination date of the Phase.

                  In the event that the commencement or termination date of a
                  Phase is a Saturday, Sunday or holiday, the amounts determined
                  under the foregoing subsections shall be determined using the
                  price as of the last preceding trading day.


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                  If the Corporation's Stock is not listed on the Nasdaq
                  National Market, Nasdaq SmallCap Market or on an established
                  securities exchange, then the option price shall equal the
                  lesser of (i) eighty-five percent (85%) of the fair market
                  value of a share of the Corporation's Stock as of the
                  commencement date of the Phase; or (ii) eighty-five percent
                  (85%) of the fair market value of such stock as of the
                  termination date of the Phase. Such "fair market value" shall
                  be determined by the Board.

9.03             LIMITATIONS.  No employee shall be granted an option hereunder:

                           (a) Which permits his or her rights to purchase Stock
                           under all employee stock purchase plans of the
                           Corporation or its Subsidiaries to accrue at a rate
                           which exceeds Twenty-Five Thousand Dollars ($25,000)
                           of fair market value of such Stock (determined at the
                           time such option is granted) for each calendar year
                           in which such option is outstanding at any time;

                           (b)  If such employee would own and/or hold,
                           immediately after the grant of the option, Stock
                           possessing five percent (5%) or more of the total
                           combined voting power or value of all classes of
                           stock of the Corporation or of any Subsidiary. For
                           purposes of determining stock ownership under this
                           paragraph, the rules of Section 424(d) of the Code
                           and the regulations thereunder shall apply.

                           (c)  Which, if exercised, would cause the limits
                           established by the Administrator under Section 5.02
                           to be exceeded.

9.04              EXERCISE OF OPTION. Subject to a Participant's right to
                  withdraw in the manner provided in Section 10.01, a
                  Participant's option for the purchase of shares of Stock will
                  be exercised automatically on the termination date of that
                  Phase. However, in no event shall a Participant be allowed to
                  exercise an option for more shares of Stock than can be
                  purchased with the payroll deductions accumulated by the
                  Participant in his or her bookkeeping account during such
                  Phase.

9.05              DELIVERY OF SHARES. As promptly as practicable after the
                  termination of any Phase, the Corporation's transfer agent or
                  other authorized representative shall deliver to each
                  Participant herein certificates for that number of whole
                  shares of Stock purchased upon the exercise of the
                  Participant's option. The Corporation may, in its sole
                  discretion, arrange with the Corporation's transfer agent or
                  other authorized representative to establish, at the direction
                  of the Participant, individual securities accounts to which
                  will be credited that number of whole shares of Stock that are
                  purchased upon such exercise, such securities account to be
                  subject to such terms and conditions as may be imposed by the
                  transfer agent or authorized representative.

                  The shares of the Corporation's common stock to be delivered
                  to a Participant pursuant to the exercise of an option under
                  Section 9.04 of the Plan will be



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                  registered in the name of the Participant or, if the
                  Participant so directs by written notice to the
                  Administrator prior to the termination date of the Phase,
                  in the names of the Participant and one other person the
                  Participant may designate as his joint tenant with
                  rights of survivorship, to the extent permitted by law.

                  Any accumulated payroll deductions remaining after the
                  exercise of the Participant's option shall be returned to the
                  Participant, without interest, on the first paycheck issued
                  for the payroll period which begins on or immediately after
                  the commencement date of next Phase; provided, however, that
                  the Corporation may, under rules of uniform application,
                  retain such remaining amount in the Participant's bookkeeping
                  account and apply it toward the purchase of shares of Stock in
                  the next succeeding Phase, unless the Participant requests a
                  withdrawal of such amount pursuant to Section 10.01.


                            ARTICLE X - WITHDRAWAL OR
                     DISCONTINUATION OF PAYROLL WITHHOLDINGS

10.01             WITHDRAWAL. Once during the Phase, a Participant may request a
                  withdrawal of all accumulated payroll deductions then credited
                  to the Participant's bookkeeping account by completing a
                  change of election form and filing such form with the
                  Administrator. The Participant's request shall be effective as
                  of the beginning of the next payroll period immediately
                  following the date that the Administrator receives the
                  Participant's properly completed change of election form. As
                  soon as administratively feasible after the end of the Phase,
                  all payroll deductions credited to a bookkeeping account for
                  the Participant will be paid to such Participant, without
                  interest, and no further payroll deductions will be made
                  during that Phase or any future Phase unless the Participant
                  completes a new Plan enrollment form as provided in Section
                  8.02 above. If the Participant requests a withdrawal, the
                  option granted to the Participant under that Phase of the Plan
                  shall immediately lapse and shall not be exercisable. Partial
                  withdrawals of payroll deductions are not permitted.

                  Notwithstanding the foregoing, in order to be effective for a
                  particular Phase, the Participant's request for withdrawal
                  must be properly completed and received by the Administrator
                  on or before such date immediately preceding the termination
                  date of the Phase established by the Administrator. Requests
                  for withdrawal that are received after that due date shall not
                  be effective and no withdrawal shall be made, unless otherwise
                  determined by the Administrator.

10.02             DISCONTINUATION. At any time during the Phase, a Participant
                  may also request that the Administrator discontinue any
                  further payroll deductions that would otherwise be made during
                  the remainder of the Phase by completing a change of election
                  form and filing such form with the Administrator on or before
                  such date immediately preceding the termination date of the
                  Phase established by the Administrator. The Participant's
                  request shall be effective as of the beginning of the next
                  payroll period immediately following the date that the
                  Administrator receives the Participant's


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                  properly completed change of election form. Upon the effective
                  date of the Participant's request, the Corporation will
                  discontinue making payroll deductions for such Participant for
                  that Phase, and all future Phases, unless the Participant
                  completes another change of election form as provided above.


                     ARTICLE XI - TERMINATION OF EMPLOYMENT

11.01             TERMINATION. If, on or before the termination date of any
                  Phase, a Participant's employment terminates with the
                  Corporation for any reason, voluntarily or involuntarily,
                  including by reason of retirement or death, the payroll
                  deductions credited to such Participant's bookkeeping account
                  for such Phase, if any, will be returned to the Participant,
                  without interest, and any options granted to such Participant
                  under the Plan shall immediately lapse and shall not be
                  exercisable. The return of such payroll deductions shall be
                  made to the Participant as soon as administratively
                  practicable following the end of the Phase in which the
                  Participant terminates employment. In the event that such
                  termination occurs near the end of a Phase and the Corporation
                  is unable to discontinue payroll deductions for such
                  Participant for his or her final paycheck(s), such deductions
                  shall still be made but shall be returned to the Participant
                  as provided herein. In no event shall the accumulated payroll
                  deductions be used to purchase any shares of Stock.

                  If the option lapses as a result of the Participant's death,
                  any accumulated payroll deductions credited to the
                  Participant's bookkeeping account will be paid to the
                  Participant's estate, without interest. In the event a
                  Participant dies after exercise of the Participant's option
                  but prior to delivery of the Stock to be transferred pursuant
                  to the exercise of the option under Section 9.04 above, any
                  such Stock and/or accumulated payroll deductions remaining
                  after such exercise shall be paid by the Corporation to the
                  Participant's estate.

                  The Corporation will not be responsible for or be required to
                  give effect to the disposition of any cash or Stock or the
                  exercise of any option in accordance with any will or other
                  testamentary disposition made by such Participant or in
                  accordance with the provisions of any law concerning
                  intestacy, or otherwise. No person shall, prior to the death
                  of a Participant, acquire any interest in any Stock, in any
                  option or in the cash credited to the Participant's
                  bookkeeping account during any Phase of the Plan.

11.02             SUBSIDIARIES. In the event that any Subsidiary ceases to be a
                  Subsidiary of the Corporation, the employees of such
                  Subsidiary shall be considered to have terminated their
                  employment for purposes of Section 11.01 hereof as of the date
                  the Subsidiary ceased to be a Subsidiary of the Corporation.



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                    ARTICLE XII - STOCK RESERVED FOR OPTIONS

12.01             SHARES RESERVED. Two Hundred Fifty Thousand (250,000) shares
                  of Stock, which may be authorized but unissued shares of the
                  Corporation (or the number and kind of securities to which
                  said shares may be adjusted in accordance with Section 14.01
                  hereof) are reserved for issuance upon the exercise of options
                  to be granted under the Plan. Shares subject to the
                  unexercised portion of any lapsed or expired option may again
                  be subject to option under the Plan.

12.02             RIGHTS AS SHAREHOLDER. The Participant shall have no rights as
                  a shareholder with respect to any shares of Stock subject to
                  the Participant's option until the date of the issuance of a
                  stock certificate evidencing such shares as provided in
                  Section 9.05. No adjustment shall be made for dividends
                  (ordinary or extraordinary, whether in cash, securities or
                  other property), distributions or other rights for which the
                  record date is prior to the date such stock certificate is
                  actually issued, except as otherwise provided in Section 14.01
                  hereof.


                   ARTICLE XIII - ACCOUNTING AND USE OF FUNDS

13.01             BOOKKEEPING ACCOUNT. Payroll deductions for Participants shall
                  be credited to bookkeeping accounts, established by the
                  Corporation for each such Participant under the Plan. A
                  Participant may not make any cash payments into such account.
                  Such account shall be solely for bookkeeping purposes and
                  shall not require the Corporation to establish any separate
                  fund or trust hereunder. All funds from payroll deductions
                  received or held by the Corporation under the Plan may be
                  used, without limitation, for any corporate purpose by the
                  Corporation, which shall not be obligated to segregate such
                  funds from its other funds. In no event shall Participants be
                  entitled to interest on the amounts credited to such
                  bookkeeping accounts.


                       ARTICLE XIV - ADJUSTMENT PROVISION

14.01             GENERAL. Subject to any required action by the shareholders of
                  the Corporation, in the event of an increase or decrease in
                  the number of outstanding shares of Stock or in the event the
                  Stock is changed into or exchanged for a different number or
                  kind of shares of stock or other securities of the Corporation
                  or another corporation by reason of a reorganization, merger,
                  consolidation, divestiture (including a spin-off),
                  liquidation, recapitalization, reclassification, stock
                  dividend, stock split, combination of shares, rights offering
                  or any other change in the corporate structure or shares of
                  the Corporation, the Board (or, if the Corporation is not the
                  surviving corporation in any such transaction, the board of
                  directors of the surviving corporation), in its sole
                  discretion, shall adjust the number and kind of


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                  securities subject to and reserved under the Plan and, to
                  prevent the dilution or enlargement of rights of those
                  Eligible Employees to whom options have been granted, shall
                  adjust the number and kind of securities subject to such
                  outstanding options and,where applicable, the exercise price
                  per share for such securities.

                  In the event of sale by the Corporation of substantially all
                  of its assets and the consequent discontinuance of its
                  business, or in the event of a merger, exchange,
                  consolidation, reorganization, divestiture (including a
                  spin-off), liquidation, reclassification or extraordinary
                  dividend (collectively referred to as a "transaction"), after
                  which the Corporation is not the surviving corporation, the
                  Board may, in its sole discretion, at the time of adoption of
                  the plan for such transaction, provide for one or more of the
                  following:

                           (a)  The acceleration of the exercisability of
                                outstanding options granted at the
                                commencement of the Phase then in effect, to
                                the extent of the accumulated payroll
                                deductions made as of the date of such
                                acceleration pursuant to Article VIII
                                hereof;

                           (b)  The complete termination of this Plan and a
                                refund of amounts credited to the
                                Participants' bookkeeping accounts
                                hereunder; or

                           (c)  The continuance of the Plan only with
                                respect to completion of the then current
                                Phase and the exercise of options
                                thereunder. In the event of such
                                continuance, Participants shall have the
                                right to exercise their options as to an
                                equivalent number of shares of stock of the
                                corporation succeeding the Corporation by
                                reason of such transaction.

                  In the event of a transaction where the Corporation survives,
                  then the Plan shall continue in effect, unless the Board takes
                  one or more of the actions set forth above. The grant of an
                  option pursuant to the Plan shall not limit in any way the
                  right or power of the Corporation to make adjustments,
                  reclassifications, reorganizations or changes in its capital
                  or business structure or to merge, exchange or consolidate or
                  to dissolve, liquidate, sell or transfer all or any part of
                  its business or assets.


                   ARTICLE XV - NONTRANSFERABILITY OF OPTIONS

15.01             NONTRANSFERABILITY. Options granted under any Phase of the
                  Plan shall not be transferable and shall be exercisable only
                  by the Participant during the Participant's lifetime.

15.02             NONALIENATION. Neither payroll deductions granted to a
                  Participant's account, nor any rights with regard to the
                  exercise of an option or to receive Stock under any Phase of
                  the Plan may be assigned, transferred, pledged or otherwise
                  disposed of in any way by the Participant. Any such attempted
                  assignment, transfer, pledge or other disposition shall be
                  null and void and without effect, except that the



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                  Corporation may, at its option, treat such act as an election
                  to withdraw in accordance with Section 10.01.


                     ARTICLE XVI - AMENDMENT AND TERMINATION

16.01             GENERAL. The Plan may be terminated at any time by the Board
                  of Directors, provided that, except as permitted in Section
                  14.01 hereof, no such termination shall take effect with
                  respect to any options then outstanding. The Board may, from
                  time to time, amend the Plan as it may deem proper and in the
                  best interests of the Corporation or as may be necessary to
                  comply with Code Section 423, as amended, and the regulations
                  thereunder, or other applicable laws or regulations; provided,
                  however, no such amendment shall, without the consent of a
                  Participant, materially adversely affect or impair the right
                  of a Participant with respect to any outstanding option; and
                  provided, further, that no such amendment shall:

                           (a)  increase the total number of shares for
                                which options may be granted under the Plan
                                (except as provided in Section 14.01
                                herein);

                           (b)  modify the group of Subsidiaries whose
                                employees may be eligible to participate in
                                the Plan or materially modify any other
                                requirements as to eligibility for
                                    participation in the Plan; or

                           (c)  materially increase the benefits accruing to
                                Participants under the Plan;

                  without the approval of the Corporation's shareholders, if
                  such approval is required for compliance with Code Section
                  423, as amended, and the regulations thereunder, or other
                  applicable laws or regulations.


                             ARTICLE XVII - NOTICES

17.01             GENERAL. All notices, forms, elections or other communications
                  in connection with the Plan or any Phase thereof shall be in
                  such form as specified by the Corporation or the Administrator
                  from time to time, and shall be deemed to have been duly given
                  when received by the Participant or his or her personal
                  representative or by the Corporation or its designated
                  representative, as the case may be.




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