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                                MERRILL CORPORATION
                               DIRECT INVESTMENT PLAN

1.     PURPOSE.

       The purpose of the Merrill Corporation Direct Investment Plan (the
"PLAN") is to advance the interests of Merrill Corporation (the "COMPANY") and
its shareholders by facilitating the purchase of shares of the Company's voting
class B common stock, $0.01 par value per share ("COMMON STOCK") by Eligible
Employees (as defined below) of the Company.  These purchases are intended to
(i) increase Common Stock ownership among Eligible Employees of the Company and
its Subsidiaries; (ii) more closely align such Eligible Employees' financial
rewards with the financial rewards realized by all other holders of capital
stock of the Company; and (iii) increase such Eligible Employees' motivation to
manage the Company as owners.

2.     DEFINITIONS.

       In addition to the capitalized terms otherwise defined herein, the
following additional capitalized terms will have the meanings set forth below,
unless the context clearly otherwise requires:

       2.1    "ADVERSE ACTION" means any of the actions described in Section
              8.7(b) of the Plan.

       2.2    "BOARD" means the Board of Directors of the Company.

       2.3    "CAUSE" means (i) dishonesty, fraud, misrepresentation,
              embezzlement or deliberate injury or attempted injury, in each
              case related to the Company or any Subsidiary, (ii) any unlawful
              or criminal activity of a serious nature, (iii) any intentional
              and deliberate breach of a duty or duties that, individually or in
              the aggregate, are material in relation to the Participant's
              overall duties, (iv) any material breach of any employment,
              service, confidentiality or non-compete agreement entered into
              with the Company or any Subsidiary, or (v) an Adverse Action.

       2.4    "CLOSING DATE" means the date the Company closes on the sale of
              Shares to Eligible Employees who are initially offered the right
              to purchase Shares under the Plan, which the Company expects to be
              on or before January 31, 2000.

       2.5    "CODE" means the Internal Revenue Code of 1986, as amended.

       2.6    "COINVESTMENT SHARES" mean the shares of Common Stock offered to
              the Participant  pursuant to Section 5.2 of the Plan.

       2.7    "COMMITTEE" means the group of individuals administering the Plan,
              as provided in Section 3.1 of the Plan.

       2.8    "COMMON STOCK" shall have the meaning given such term in Section
              1, or the number and kind of shares of stock or other securities
              into which such Common Stock may be changed in accordance with
              Section 7.3 of the Plan.

       2.9    "DISABILITY" means the disability of the Participant such as would
              entitle the Participant to receive disability income benefits
              pursuant to the long-term disability plan of the

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              Company or Subsidiary then covering the Participant or, if no such
              plan exists or is applicable to the Participant, the permanent and
              total disability of the Participant within the meaning of
              Section 22(e)(3) of the Code.

       2.10   "DLJMB" means DLJ Merchant Banking Partners II, L.P. and all its
              affiliated entities as described in the Investors' Agreement.

       2.11   "DLJMB LIQUIDATION EVENT" means, except for transfers to Permitted
              Transferees (as defined in the Investors' Agreement), (i) a sale
              or other transfer by DLJMB of 60% or more of its shares of common
              equity in the Company (including all common equity originally
              purchased by DLJMB and any additional common equity purchased by
              DLJMB thereafter, whether voting, Class B or any other class of
              common equity created by the Company)  to one or more persons or
              entities (in one transaction or in a series of related
              transactions) other than in connection with a public offering of
              the Company's common equity, (ii) the sale, lease, exchange or
              other transfer, directly or indirectly, of substantially all of
              the assets of the Company (in one transaction or in a series of
              related transactions) to a person or entity that is not controlled
              by the Company, or (iii) a merger or consolidation to which the
              Company is a party if the shareholders of the Company immediately
              prior to the effective date of such merger or consolidation do not
              have "beneficial ownership" (as defined in Rule 13d-3 under the
              Exchange Act) immediately following the effective date of such
              merger or consolidation of more than 50% of the combined voting
              power of the surviving corporation's outstanding securities
              ordinarily having the right to vote at elections of directors.

       2.12   "EFFECTIVE DATE" means the date set forth in Section 12.1 of the
              Plan.

       2.13   "ELIGIBLE EMPLOYEES" means any employee of the Company or any
              Subsidiary, and any non-employee director, consultant and
              independent contractor of the Company or any Subsidiary.

       2.14   "ELIGIBILITY NOTICE" means the notice described in Section 4.1 of
              the Plan.

       2.15   "ENTERPRISE VALUE" means a value equal to six times the Pro-Forma
              EBITDA as shown on the Company's consolidated statement of
              operations for its most recent fiscal year end.

       2.16   "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
              amended.

       2.17   "FAIR MARKET VALUE" means, with respect to the Common Stock, as of
              a Valuation Date (or, if no shares were traded or quoted on such
              date, as of the next preceding date on which there was such a
              trade or quote) (i) the mean between the reported high and low
              sale prices of the Common Stock if the Common Stock is listed,
              admitted to unlisted trading privileges or reported on any foreign
              or national securities exchange or on the NASDAQ National Market
              or an equivalent foreign market on which sale prices are reported;
              (ii) if the Common Stock is not so listed, admitted to unlisted
              trading privileges or reported, the closing bid price as reported
              by the NASDAQ SmallCap Market, OTC Bulletin Board or the National
              Quotation Bureau, Inc. or other comparable service; or (iii) if
              the Common Stock is not so listed or reported, such price shall be
              the Formula Value, or such other price as the Committee shall
              determine is appropriate in its sole discretion.  The Committee's
              determination as to the Fair Market Value of the Common Stock
              shall be final, conclusive and binding for all purposes and on all
              persons, including, without limitation, the Company, shareholders
              of the Company, the Participants and their

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              respective successors-in-interest.  No member of the Board or the
              Committee shall be liable for any determination regarding current
              values of the Common Stock that is made in good faith.

       2.18   "FORMULA VALUE" means the price determined on a Valuation Date by
              subtracting (i) Total Debt and (ii) Total Preferred Stock from the
              Enterprise Value, adding Total Cash to this difference and
              dividing such sum by the aggregate of the number of shares of
              capital stock of the Company outstanding on such Valuation Date
              (including all vested and unvested Shares) and all shares of
              common equity of the Company which may be issuable upon the
              exercise of options and warrants of the Company outstanding on
              such Valuation Date (whether or not then exercisable); provided,
              however, that any option which is not subject to a specific
              vesting schedule and only becomes fully exercisable upon a DLJMB
              Liquidation Event which realizes an internal rate of return in
              excess of fifty percent shall not be included in the outstanding
              option number on such Valuation Date.

       2.19   "INTEREST RATE" means the rate of interest on the Purchase Loan as
              set forth in Section 6.2 of the Plan.

       2.20   "INVESTORS' AGREEMENT" means the Investors' Agreement, dated
              November 23, 1999, by and among the Company and its shareholders,
              as amended from time to time.

       2.21   "NOTE"  means the Nonrecourse Promissory Note in the form attached
              hereto as EXHIBIT A to be entered into by each Participant in
              connection with the purchase of Coinvestment Shares.

       2.22   "PARTIAL TERMINATION" means a change in the Participant's
              employment or other service with the Company and all its
              Subsidiaries such that the number of hours worked by such
              Participant is substantially reduced for any reason as the
              Committee in its sole discretion may determine from the number of
              hours such Participant is required to work for the Company or
              Subsidiary and such reduction is expected to extend for an
              indefinite period of time.

       2.23   "PARTICIPANT" means an Eligible Employee of the Company or any
              Subsidiary who is selected by the Committee to participate in the
              Plan, and to the extent such Participant transfers any Shares
              purchased under this Plan to a Permitted Transferee (as defined in
              the Investors' Agreement) in accordance with the terms of the
              Investors' Agreement such term shall mean the Participant and such
              Permitted Transferee of such Participant.

       2.24   "PLEDGE AGREEMENT" means the Pledge and Custody Agreement in the
              form attached hereto as EXHIBIT B to be entered into by each
              Participant and the Company in connection with the purchase of
              Coinvestment Shares.

       2.25   "PRO-FORMA EBITDA" means earnings before interest, taxes,
              depreciation, amortization and non-cash compensation expense as
              computed using generally accepted accounting principles on a
              pro-forma basis as allowed by Regulation S-X of the Securities
              Act.

       2.26   "PRO RATA ADJUSTMENT" means a price per Share (which price
              could be negative)  determined by subtracting the Fair Market
              Value of such Share as determined on the Valuation Date in the
              fiscal year in which the Participant's employment or other
              service is terminated from the Fair Market Value of such Share
              as determined on the Valuation

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              Date in the fiscal year immediately following the fiscal year
              in which the Participant's employment or other service is
              terminated, and then multiplying such difference by a fraction,
              the numerator of which shall be the number of calendar days the
              Participant was employed by the Company or any Subsidiary in
              the fiscal year in which the Participant's employment or other
              services is terminated, and the denominator of which shall be
              the total number of calendar days in the fiscal year in which
              the Participant's employment or other services is terminated.

       2.27   "PURCHASE DATE" means the date, time and place the Company plans
              to close the sale of Shares and collect the payment of the
              purchase price for the Shares from the Participant as set forth in
              Section 4.1 of the Plan.

       2.28   "PURCHASE LOAN" means a nonrecourse interest bearing loan that may
              be made by the Company to the Participant to enable the
              Participant to purchase Coinvestment Shares pursuant to Section
              5.2  of the Plan which shall be evidenced by a Note.

       2.29   "REINVESTMENT SHARES" means the shares of Common Stock offered to
              the Participant pursuant to Section 5.1 of the Plan.

       2.30   "REPURCHASE DATE" means the date the Company will repurchase
              Shares from the Participant as set forth in Section 8.2 of the
              Plan.

       2.31   "REPURCHASE RIGHT" means the irrevocable and exclusive right the
              Company has to  repurchase Shares as set forth in Section 8 of the
              Plan.

       2.32   "RETIREMENT" means termination of employment or service pursuant
              to and in accordance with the regular (or, if approved by the
              Committee for purposes of the Plan, early) retirement/pension plan
              or practice of the Company or Subsidiary then covering the
              Participant, provided that if the Participant is not covered by
              any such plan or practice, the Participant will be deemed to be
              covered by the Company's plan or practice for purposes of this
              determination.

       2.33   "SECURITIES ACT" means the Securities Act of 1933, as amended.

       2.34   "SHARES" means the Reinvestment Shares and the Coinvestment Shares
              offered to a Participant pursuant to Sections 5.1 and 5.2 of the
              Plan.

       2.35   "SUBSIDIARY" means any entity that is directly or indirectly
              controlled by the Company or any entity in which the Company has a
              significant equity interest, as determined by the Committee.

       2.36   "TOTAL CASH" means the total amount of cash and cash equivalents
              shown on the Company's consolidated balance sheet as of its most
              recent fiscal year end.

       2.37   "TOTAL DEBT" means any indebtedness of the Company in respect of
              borrowed money or evidenced by bonds, notes, debentures or similar
              instruments or letters of credit (or reimbursement agreements in
              respect thereof) or banker's acceptances, except any such balance
              that constitutes an accrued expense, trade payable or customer
              contract advance, if and to the extent that any of the foregoing
              (other than letters of credit) would appear as a liability on the
              Company's consolidated balance sheet as of its most recent fiscal
              year end.

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       2.38   "TOTAL PREFERRED STOCK" means the total amount of the liquidation
              preference on all of the Company's issued and outstanding
              preferred stock as of its most recent fiscal year end.

       2.39   "VALUATION DATE" means a date on which the Committee shall
              determine the Fair Market Value of the Common Stock, which date
              shall be no more than ninety (90) days following the Company's
              fiscal year end.

3.     ADMINISTRATION.

       3.1    THE COMMITTEE.  The Plan will be administered by the Board or by a
              committee of the Board.  So long as the Company has a class of its
              equity securities registered under Section 12 of the Exchange Act,
              any committee administering the Plan will consist solely of two or
              more members of the Board who are "non-employee directors" within
              the meaning of Rule 16b-3 under the Exchange Act and, if the Board
              determines in its sole discretion, who are "outside directors"
              within the meaning of Section 162(m) of the Code.  As used in the
              Plan, "Committee" will refer to the Board or to such a committee,
              if established.  The Committee will act by majority approval of
              the members (but may also take action with the written consent of
              a majority of the members of the Committee), and a majority of the
              members of the Committee will constitute a quorum.  To the extent
              consistent with corporate law, the Committee may delegate to any
              officers of the Company the duties, power and authority of the
              Committee under the Plan pursuant to such conditions or
              limitations as the Committee may establish; provided, however,
              that only the Committee may exercise such duties, power and
              authority with respect to Eligible Employees who are subject to
              Section 16 of the Exchange Act.  The Committee may exercise its
              duties, power and authority under the Plan in its sole and
              absolute discretion without the consent of any Participant or
              other party, unless the Plan specifically provides otherwise.
              Each determination, interpretation or other action made or taken
              by the Committee pursuant to the provisions of the Plan will be
              final, conclusive and binding for all purposes and on all persons,
              including, without limitation, the Company, the shareholders of
              the Company, the Participants and their respective
              successors-in-interest.  No member of the Committee will be liable
              for any action or determination made in good faith with respect to
              the Plan.

       3.2    AUTHORITY OF THE COMMITTEE.

              (a)    Notwithstanding any other provision to the contrary in the
                     Plan, the Committee will have the authority in its sole
                     discretion to (i) determine the Eligible Employees to be
                     selected as Participants in the Plan, (ii) determine the
                     number of Shares such Participant is allowed to purchase,
                     or the Company is allowed to repurchase, under the Plan,
                     (iii) determine the periods or dates when Shares may be
                     purchased by the Participant, or repurchased by the
                     Company, under the Plan, (iv) determine the amount of
                     Purchase Loans to be made to Participants in connection
                     with the purchase of Coinvestment Shares  (which amount
                     shall not exceed sixty-five percent (65%) of the total
                     purchase price of the Coinvestment Shares), (v) determine
                     the terms and conditions of the Note and Pledge Agreement
                     as described in Section 6 hereof, (vi) adopt, alter, amend,
                     waive or repeal any administrative rules, guidelines,
                     practices and provisions governing the Plan or the
                     administration of the Plan as the Committee shall, from
                     time to time, deem advisable, (vii) interpret the terms and
                     provisions of the Plan (and any agreement or document
                     related hereto) and to supervise the administration of the
                     Plan, and (viii) determine the terms and conditions to
                     which the Shares may be

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                     subject upon a Participant's death, Disability, Retirement
                     or termination of employment or other service with the
                     Company or any Subsidiary, including, without limitation,
                     the right of the Company to accelerate the vesting of
                     unvested Coinvestment Shares and the right of the Company
                     to repurchase the Shares.

              (b)    The Committee will also have the authority under the Plan
                     to amend or modify the terms of any outstanding Shares in
                     any manner, including, without limitation, the terms and
                     conditions of any Shares or otherwise terminate any
                     restrictions relating to any Shares; provided, however,
                     that the amended or modified terms are permitted by the
                     Plan as then in effect and that any Participant adversely
                     affected by such amended or modified terms has consented to
                     such amendment or modification.  The Committee shall also
                     have the authority to correct any defect, supply any
                     omission or reconcile any inconsistency in the Plan, any
                     Purchase Loan or any related document or agreement in the
                     manner and to the extent it shall deem desirable to carry
                     it into effect.

4.     PARTICIPATION.

       4.1    SELECTION OF PARTICIPANTS.  The Committee will have the authority
              to select from the Eligible Employees the Participants in the Plan
              in accordance with Section 3 hereof. Eligible Employees will be
              given written notice of their eligibility to participate in the
              Plan (the "ELIGIBILITY NOTICE").  The Eligibility Notice shall
              specify (i) the specific number of Reinvestment Shares and
              Coinvestment Shares the Participant shall have the right to
              purchase from the Company, (ii) the per share price the
              Participant must pay for Reinvestment Shares and Coinvestment
              Shares, (iii) the maximum amount the Participant may borrow from
              the Company to assist with the purchase price of the Coinvestment
              Shares (which in no event shall exceed sixty-five percent (65%) of
              the total purchase price for the Coinvestment Shares), and (iv)
              the date, time and place the Company plans to close the sale of
              Shares and collect the payment of the purchase price for the
              Shares from the Participant (the "PURCHASE DATE"). Eligible
              Employees will have fifteen (15) days from the date of the
              Eligibility Notice to elect to participate in the Plan, and if the
              Eligible Employee elects to participate in the Plan, he or she
              must satisfy all of the conditions set forth in Section 4.2 hereof
              on or prior to the Purchase Date determined by the Committee;
              provided, however, that the Eligible Employees initially selected
              to participate in the Plan shall have until the Closing Date to
              elect to participate in the Plan and to satisfy the conditions set
              forth in Section 4.2 hereof.  No Eligible Employee shall have at
              any time the right (i) to be selected as a Participant, (ii) to be
              entitled to purchase any Shares, or (iii) having been selected to
              purchase Shares, to purchase any additional Shares.

       4.2    ELECTION TO PARTICIPATE IN PLAN.  Eligible Employees are not
              required to participate in the Plan.  Each Eligible Employee who
              elects to participate in the Plan, however, shall satisfy the
              following requirements on or prior to the Purchase Date or the
              Closing Date, as applicable:

              (a)    Submit a completed, signed and irrevocable agreement to
                     purchase the Shares under the Plan, which agreement shall
                     specify the number of Coinvestment Shares and Reinvestment
                     Shares to be purchased by the Participant and the total
                     purchase price for such Shares;

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              (b)    Deliver to the Company in cash (including check, bank draft
                     or money order) the total purchase price for the
                     Reinvestment Shares purchased by the Participant pursuant
                     to Section 5.1 hereof, and that portion of the Coinvestment
                     Shares not covered by the Note pursuant to Section 5.2
                     hereof;

              (c)    Complete and sign all necessary agreements and other
                     documents relating to the Purchase Loan described in
                     Section 6 hereof in connection with the purchase of the
                     Coinvestment Shares;

              (d)    Execute and deliver to the Company an agreement to become a
                     party to the Investors' Agreement pursuant to Section 12.2
                     hereof;

              (e)    If required by the Committee, execute and deliver to the
                     Company an agreement acknowledging to be bound by a
                     confidentiality and non-compete agreement;

              (f)    If required by the Committee, execute an agreement to waive
                     or modify certain compensation provisions in any existing
                     employment agreement or arrangement between the Company and
                     the Participant; and

              (g)    Satisfy all other terms and conditions of participation
                     specified in the Plan, or as may be required from time to
                     time by the Committee after the Effective Date.

              The agreements and other documents specified in this Section 4.2
              shall be in such forms and shall be submitted at such times to
              such Participants as specified by the Committee or its
              designee(s).

5.     PURCHASE OF SHARES.

       5.1    REINVESTMENT SHARES.  Each Participant selected by the Committee
              to participate in the Plan shall be granted the right to purchase,
              out of such Participant's own funds, that number of Reinvestment
              Shares, at a price per share, as determined by the Committee. If a
              Participant elects to participate in the Plan, such Participant
              shall have the right to purchase any number of the Reinvestment
              Shares up to the total amount awarded the Participant in the
              Eligibility Notice.  Each Participant electing to purchase such
              Reinvestment Shares shall deliver to the Company on the Purchase
              Date or the Closing Date, as applicable, the total purchase price
              for the number of Reinvestment Shares such Participant is electing
              to purchase.  Each Participant electing to purchase Reinvestment
              Shares shall be solely responsible for paying the entire amount of
              the total purchase price of the Reinvestment Shares, and the
              Company will not lend any funds to the Participant to assist with
              the purchase of any Reinvestment Shares.  On the Purchase Date or
              the Closing Date, as applicable, the Participant will be recorded
              on the books of the Company as the owner of the Reinvestment
              Shares, and the Company will issue one or more duly issued and
              executed stock certificates to the Participant evidencing such
              Reinvestment Shares.

       5.2    COINVESTMENT SHARES.  Each Participant selected by the Committee
              to participate in the Plan may also be granted the right to
              purchase Coinvestment Shares as determined by the Committee.  Such
              Participant shall have the right to purchase any number of
              Coinvestment Shares up to the total amount awarded the Participant
              in the Eligibility Notice.  On the Purchase Date or the Closing
              Date, as applicable, the Company shall make a Purchase Loan to the
              Participant in an amount determined by the Committee in its

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              sole discretion (which amount shall not exceed sixty-five percent
              (65%) of the total purchase price of the Coinvestment Shares) to
              pay for a portion of the total purchase price for the number of
              Coinvestment Shares the Participant is electing to purchase, and
              the Participant shall be solely responsible for paying the
              remaining balance of such purchase price.  The proceeds of the
              Purchase Loan shall be used solely to assist the Participant with
              the purchase of the Coinvestment Shares. As a condition to the
              Company making the Purchase Loan, all of the Coinvestment Shares
              purchased by the Participant pursuant this Section 5.2 (whether
              purchased with the Participant's own funds or with the Purchase
              Loan) must be pledged as collateral for the Purchase Loan pursuant
              to Section 6.4 hereof.  The Coinvestment Shares purchased by the
              Participant shall vest in accordance with the vesting schedule set
              forth on an exhibit to the written agreement evidencing such
              purchase.  On the Purchase Date or the Closing Date, as
              applicable, the Participant will be recorded on the books of the
              Company as the owner of the Coinvestment Shares, and, subject to
              Section 6.4 hereof, the Company will issue one or more duly issued
              and executed stock certificates evidencing such Coinvestment
              Shares.

       5.3    RESTRICTIONS ON TRANSFERABILITY OF SHARES.  In no event will a
              Participant be entitled to sell or transfer any Shares purchased
              by the Participant pursuant to the Plan during the six (6) months
              following the Purchase Date or the Closing Date, as applicable.
              In addition, all Shares purchased by Participants under the Plan
              shall be subject to the transfer restrictions and other provisions
              of the Plan and the Investors' Agreement, and until such time as
              such restrictions on transfer expire, no right or interest of any
              Participant under the Plan shall be subject in any manner to
              alienation, sale, transfer, assignment, bankruptcy, pledge,
              attachment, charge or encumbrance of any kind nor in any manner be
              subject to the debts or liabilities of any person, and any attempt
              to so alienate or subject any such amount, whether presently or
              thereafter payable, or any such right shall be void, except as may
              otherwise be provided for in the Plan or the Investors' Agreement.
              Subject to Section 6.1 hereof, and in addition to the other
              restrictions contained in the Plan and the Investors' Agreement, a
              Participant may not sell, transfer, assign, pledge, attach, charge
              or encumber in any way or in any manner any unvested Coinvestment
              Shares.  To enforce the transfer restrictions set forth in the
              Plan and the Investors' Agreement, the Committee, in its sole
              discretion, may place a legend on the stock certificates
              evidencing that the Shares are subject to certain transfer
              restrictions and may require the Company to hold any stock
              certificates issued to the Participant for the Coinvestment
              Shares, together with stock powers executed in blank, in the
              custody of the Company or its transfer agent until the
              restrictions on the Coinvestment Shares have terminated.

6.     PURCHASE LOANS.

       6.1    NOTE.  All Purchase Loans shall be evidenced by the Participant's
              execution of a Note.  In the event that a Participant transfers
              all or a portion of his or her Coinvestment Shares to a Permitted
              Transferee (as defined in the Investors' Agreement), such
              Permitted Transferee, as a condition to the transfer of the
              Coinvestment Shares, shall agree to be bound by the terms and
              conditions of the Plan, any agreement evidencing the sale of the
              Shares to the Participant, and shall also agree to take such
              Shares subject to the terms and conditions of the Note and Pledge
              Agreement.  The Participant, however, shall remain  the primary
              obligor of all obligations outstanding under the Note and the
              Pledge Agreement regardless of such a transfer to a Permitted
              Transferee.

       6.2    INTEREST.  Purchase Loans will accrue at a fixed rate of interest
              equal to eight percent (8%) per annum beginning on the date the
              Note is executed to evidence the Purchase Loan;

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              provided, however, that such interest rate shall not exceed the
              rate permitted by applicable law (the "INTEREST RATE").  While
              interest on the Purchase Loan will accrue at the Interest Rate,
              interest will not be paid by the Participant during the term of
              the Note, but will be paid upon maturity of the Purchase Loan
              pursuant to Section 6.3 hereof and the terms of the Note.  Accrued
              but unpaid interest on the Purchase Loan will be in addition to
              the principal balance of the Purchase Loan.

       6.3    REPAYMENT.  The principal of the Purchase Loan and all accrued but
              unpaid interest will be due and payable by the Participant in a
              single payment, pursuant to the terms and conditions of the Plan
              and the Note, as of the earlier of (i) the Participant's
              termination of employment or other service with the Company and
              all its Subsidiaries in accordance with Section 8 hereof, (ii) a
              DLJMB Liquidation Event, (iii) a sale or transfer of the
              Coinvestment Shares in accordance with the terms and conditions of
              the Investors' Agreement (other than transfers to Permitted
              Transferees under the Investors' Agreement or hardship repurchases
              under Section 8.5 hereof), (iv) eight years from the Purchase Date
              or Closing Date, as applicable, for the Coinvestment Shares or (v)
              within 120 days following an initial public offering of the
              Company's equity securities in which case the principal of the
              Purchase Loan and all accrued interest thereon must be paid with
              cash, or the Committee in its sole discretion may allow the
              Company to repurchase the Participant's Reinvestment Shares and
              vested Coinvestment Shares at Fair Market Value, and the
              Participant's unvested Coinvestment Shares at a purchase price
              determined by the Committee in its sole discretion, and apply the
              proceeds the Company owes the Participant against the outstanding
              balance of the Note and all accrued interest; provided, however,
              that if the Participant elects to repay the Purchase Loan and all
              accrued interest with the Participant's Shares, the Participant
              will not be required to repay the Note and all accrued interest if
              the total purchase price paid for such Shares does not exceed the
              outstanding balance of the Note, all accrued interest and any tax
              liability of the Participant associated with the sale of the
              Shares.  Notwithstanding anything to the contrary in this Section
              6.3, however, the Committee may decide, in its sole discretion, to
              extend the maturity of the Note.  In the event that the
              Participant sells or transfers (other than transfers to Permitted
              Transferees under the Investors' Agreement or hardship repurchases
              under Section 8.5 hereof) all or a portion of the Coinvestment
              Shares in accordance with the Plan and the Investors' Agreement,
              the Purchase Loan will become immediately due and payable by the
              Participant to the extent of the lesser of (i) the total
              outstanding balance of unpaid principal and all accrued interest
              on the Purchase Loan or (ii) the net after tax proceeds realized
              upon such sale.  The Company shall have the right to apply any
              amounts it owes the Participant for the purchase of  Coinvestment
              Shares pursuant to Section 8 hereof towards the outstanding
              principal and accrued interest on the Note in accordance with
              Section 8.7(c) hereof, and, in the event the Participant sells or
              transfers the Coinvestment Shares in connection with a DLJMB
              Liquidation Event or pursuant to the provisions of the Investors'
              Agreement (other than to a Permitted Transferee, the Participant
              shall be required to use all proceeds received from such sale or
              transfer to repay the outstanding balance of the Note and all
              accrued interest.

       6.4    PLEDGE OF SHARES. As collateral for the Note, the Participant
              shall grant to the Company a security interest in the Coinvestment
              Shares by executing the Pledge Agreement.  Any stock certificates
              issued for Coinvestment Shares purchased pursuant to Section 5.2
              hereof shall be held by the Company as collateral for the Purchase
              Loan until such time as the Purchase Loan and all accrued interest
              on the Purchase Loan are paid in full; provided, however, that the
              Committee may in its sole discretion release, upon request of the
              Participant, Shares if the collateral for the Note exceeds the
              outstanding balance of

                                          9
<PAGE>

              the Purchase Loan and all accrued interest and the Committee
              determines in its sole discretion that the remaining collateral is
              sufficient to secure the outstanding balance of the Note and
              accrued interest.  If the Company repurchases the Coinvestment
              Shares so pledged in accordance with Section 8 hereof, the Company
              shall have the right to apply all proceeds it owes the Participant
              against the outstanding balance of the Purchase Loan and all
              accrued interest. Notwithstanding anything to the contrary in the
              Plan or in the Investors' Agreement, so long as Coinvestment
              Shares are pledged to the Company pursuant to this Section 6.4 in
              no event can such Coinvestment Shares (whether vested or unvested)
              be subject in any manner to alienation, sale, transfer,
              assignment, bankruptcy, pledge, attachment, charge or encumbrance
              of any kind nor in any manner be subject to the debts or
              liabilities of any person, except that such Coinvestment Shares
              may be transferred to Permitted Transferees (as defined in the
              Investors' Agreement).

7.     SHARES AVAILABLE FOR ISSUANCE.

       7.1    MAXIMUM NUMBER OF SHARES AVAILABLE.  Subject to adjustment as
              provided in Section 7.3 of the Plan, the maximum number of shares
              of Common Stock that will be available for issuance under the Plan
              will be 1,459,091 shares of Common Stock  of which 227,272 shares
              will be designated for Reinvestment Shares and 1,231,819 shares
              will be designated for Coinvestment Shares.

       7.2    ACCOUNTING FOR SHARES.  Shares of Common Stock that are sold under
              the Plan as Reinvestment Shares will be applied to reduce the
              number of shares of Common Stock designated for Reinvestment
              Shares remaining available for issuance under the Plan and shares
              of Common Stock that are sold under the Plan as Coinvestment
              Shares will be applied to reduce the number of shares of Common
              Stock designated for Coinvestment Shares remaining available for
              issuance under the Plan.  In addition, in the event that any
              Shares purchased under the Plan are reacquired by the Company
              pursuant to any right of repurchase, right of first refusal or
              forfeiture provisions, such Shares will automatically again become
              available for issuance under the Plan and such shares of Common
              Stock shall be divided by the Committee between Reinvestment
              Shares and Coinvestment Shares in such amounts as the Committee
              deems appropriate.

       7.3    ADJUSTMENTS TO SHARES.  In the event that the Committee determines
              that any reorganization, merger, consolidation, recapitalization,
              liquidation, reclassification, stock dividend, stock split,
              combination of shares, rights offering, divestiture or
              extraordinary dividend (including a spin-off) or any other similar
              change in the corporate structure or shares of the Company,
              affects the Shares such that an adjustment is determined by the
              Committee, in its sole discretion, to be appropriate in order to
              prevent dilution or enlargement of the benefits or potential
              benefits of a Participant's investment in the Shares under the
              Plan, the Committee (or, if the Company is not the surviving
              corporation in any such transaction, the board of directors of the
              surviving corporation) shall, in such manner as it deems
              equitable, make such adjustments, if any, to the number and kind
              of Shares (or number and kind of other securities or property)
              with respect to the Shares purchased under the Plan, as it deems
              appropriate and necessary.

8.     REPURCHASE RIGHTS UPON PARTICIPANT'S TERMINATION OF SERVICES.

       8.1    REPURCHASE RIGHT.  Subject to the other provisions of this Section
              8, in the event a Participant's employment or other service with
              the Company and all its Subsidiaries is terminated for any reason
              whatsoever, whether due to death, Disability, Retirement or

                                          10
<PAGE>

              termination with or without Cause, prior to a DLJMB Liquidation
              Event, the Company shall have the irrevocable and exclusive right
              to repurchase (the "REPURCHASE RIGHT") at the price determined in
              accordance with this Section 8.1 and in the manner set forth in
              Section 8.2 hereof all or any portion of the Participant's Shares;
              provided, however, that the Committee in its sole discretion may
              determine to pay a price other than the price determined in
              accordance with this Section 8.1 but in no event shall such price
              be less than the price determined in accordance with this Section
              8.1:

              (a)    If the Participant's employment or other service with the
                     Company and all its Subsidiaries is terminated during a
                     fiscal year by reason of voluntary resignation, death,
                     Disability, Retirement or termination by the Company
                     without Cause, the Company shall pay: (i)  for each
                     Coinvestment Share that is vested at the time of
                     termination and each Reinvestment Share, an amount equal to
                     the Fair Market Value of each Share as determined on the
                     Valuation Date in the fiscal year in which the
                     Participant's employment or other service is terminated
                     plus any Pro Rata Adjustment; and (ii) for each
                     Coinvestment Share that is not vested at the time of
                     termination, an amount equal to the lesser of (x) the Fair
                     Market Value of each Coinvestment Share as determined on
                     the Valuation Date in the fiscal year in which the
                     Participant's employment or other service is terminated
                     plus any Pro Rata Adjustment, or (y) the purchase price
                     paid by the Participant for each unvested Coinvestment
                     Share, plus all accrued and unpaid interest on the Purchase
                     Loan relating to such unvested Coinvestment Shares.

              (b)    If the Participant's employment or other service with the
                     Company and all its Subsidiaries is terminated during a
                     fiscal year by the Company for Cause, the Company shall pay
                     for each Share owned by the Participant (whether vested or
                     unvested) the lesser of (i) the Fair Market Value for each
                     Share as determined on the Valuation Date in the fiscal
                     year in which the Participant's employment or other service
                     is terminated plus any Pro Rata Adjustment, or (ii) the
                     purchase price paid by the Participant for each Share,
                     without any accrued and unpaid interest on the Purchase
                     Loan relating to the Coinvestment Shares being paid.

              (c)    Unless the Committee otherwise determines in its sole
                     discretion, a Participant's employment or other service
                     will, for purposes of the Plan, be deemed to have
                     terminated on the date recorded on the personnel or other
                     records of the Company or the Subsidiary for which the
                     Participant provides employment or other service, as
                     determined by the Committee in its sole discretion based
                     upon such records.

       8.2    EXERCISABILITY OF REPURCHASE RIGHT.  Subject to Section 8.7
              hereof, if the Company elects to exercise its Repurchase Right or
              any other right or obligation the Company may have to repurchase
              Shares pursuant to the Plan, the Company shall give the
              Participant written notice of its intent to exercise its
              Repurchase Right (the "NOTICE OF REPURCHASE") within sixty (60)
              days of such Participants termination of employment or other
              service.  The Notice of Repurchase shall specify (i) the number of
              Reinvestment Shares and Coinvestment Shares (including the number
              of vested and unvested Coinvestment Shares) the Company intends to
              repurchase and (ii) the date the Company expects to purchase the
              Reinvestment Shares and Coinvestment Shares from the Participant
              which date shall be no later than thirty (30) days following the
              Valuation Date in the fiscal year immediately following the fiscal
              year in which the Participant's employment or other service is
              terminated (the "REPURCHASE DATE").  On or before the Repurchase
              Date, the

                                          11
<PAGE>

              Participant shall deliver to the Company the stock certificates
              representing the Reinvestment Shares and Coinvestment Shares being
              purchased by the Company, properly endorsed for transfer, unless
              the Company is holding such Coinvestment Shares pursuant to
              Section 6.4 hereof in which case such Coinvestment Shares shall be
              deemed to have been delivered to the Company.  By such delivery,
              or deemed delivery, of such certificates, the Participant warrants
              that (i) the Participant has good title to, the right to
              possession of, and the right to sell, the Reinvestment Shares and
              the Coinvestment Shares, (ii) such Reinvestment Shares and
              Coinvestment Shares are free and clear of all pledges, liens,
              encumbrances, charges, proxies, restrictions, options, transfers
              and other adverse claims, except such as have been imposed by the
              Plan or the Investors' Agreement, and except such restrictions on
              transfer as may be imposed by federal or state securities laws,
              and (iii) the Participant shall hold harmless the Company from all
              costs, expenses and fees incurred in defending title and right to
              possession. On the Repurchase Date, the Company shall pay to the
              Participant the total purchase price for the Reinvestment Shares
              and Coinvestment Shares purchased by the Company.

       8.3    ASSIGNABILITY OF REPURCHASE RIGHT. The Company, in its sole
              discretion, may assign its Repurchase Right to one or more
              employees, officers, directors, shareholders or other persons or
              organizations.  In the event the Company does assign its
              Repurchase Right to one or more employees, officers, directors,
              shareholders or other persons or organizations, such persons or
              organizations shall exercise such Repurchase Right in accordance
              with Section 8.2 hereof.

       8.4    PUT RIGHT. Subject to Section 8.7 hereof, in the event that
              neither the Company nor any assignee of the Company exercises the
              Repurchase Right and a Participant's employment or other service
              with the Company and all Subsidiaries is terminated by reason of
              voluntary resignation, death, Disability, Retirement or
              termination by the Company without Cause, the Participant shall
              have the right to require the Company to purchase, in the manner
              set forth in Section 8.2 hereof, (i) all or any portion of the
              Reinvestment Shares and vested Coinvestment Shares owned by the
              Participant at the time of termination at a purchase price per
              share equal to the Fair Market Value for each such Share as
              determined on the Valuation Date in the fiscal year in which the
              Participant's employment or other service is terminated plus any
              Pro Rata Adjustment; and (ii) all or any portion of the unvested
              Coinvestment Shares owned by the Participant at the time of
              termination at a purchase price per share equal to the lesser of
              (x) the Fair Market Value for each such unvested Coinvestment
              Share as determined on the Valuation Date in the fiscal year in
              which the Participant's employment or other service is terminated
              plus any Pro Rata Adjustment, or (y) the purchase price paid by
              the Participant for each such unvested Coinvestment Share, plus
              all accrued and unpaid interest on the Purchase Loan relating to
              such unvested Coinvestment Shares.

       8.5    HARDSHIP REPURCHASES.

              (a)    Subject to the provisions of Section 8.5(e) and Section 8.7
                     hereof, a Participant may request that the Committee
                     repurchase his or her Reinvestment Shares and vested
                     Coinvestment Shares if the Participant is deemed to be in
                     immediate and heavy financial need as determined in
                     accordance with Section 8.5(b) and (c) hereof.  A hardship
                     repurchase will be permitted only if the Committee
                     determines in its sole discretion that the repurchase is
                     being requested on account of an immediate and heavy
                     financial need of the Participant and is necessary to
                     satisfy such financial need.  The fact that the Committee
                     grants a hardship

                                          12
<PAGE>

                     repurchase to a Participant, however, will not impact the
                     discretion of the Committee in the future to determine
                     whether to grant additional hardship repurchases to such
                     Participant or any other Participant, and each application
                     for a hardship repurchase will be considered by the
                     Committee on an individual basis independent of any facts
                     or circumstances surrounding any previous hardship
                     repurchase grants.

              (b)    A repurchase will be deemed to be made on account of an
                     immediate and heavy financial need only if it is determined
                     by the Committee in its sole discretion to be on account
                     of: (i) expenses for medical care (as described in Code
                     section 213(d)), incurred or to be incurred by the
                     Participant, the Participant's spouse or the Participant's
                     dependent (as described in Code section 152), (ii) payments
                     necessary to prevent the eviction of the Participant from
                     his or her principal residence or foreclosure on the
                     mortgage on the Participant's principal residence, or (iii)
                     any other situation in which the Committee in its sole
                     discretion determines such Participant is in immediate and
                     heavy financial need.

              (c)    A hardship repurchase will be deemed to be necessary to
                     satisfy the immediate and heavy financial need of the
                     Participant only if the Committee determines in its sole
                     discretion that the aggregate purchase price the Company
                     must pay is not  more than the sum of the amount of the
                     immediate and heavy financial need of the Participant plus
                     the amount necessary to pay any federal, state or local
                     taxes or penalties that the Participant will incur in
                     connection with the repurchase, as estimated by the
                     Committee.

              (d)    The Committee's determination of the existence of a
                     Participant's financial hardship and the amount that may be
                     repurchased to satisfy the need created by such hardship
                     will be made in accordance with all applicable laws, and is
                     final and binding on the Participant. The Committee may
                     require the Participant to make representations and
                     certifications concerning his or her entitlement to a
                     repurchase pursuant to this Section 8.5 and is entitled to
                     rely on such representations and certifications unless the
                     Committee has actual knowledge to the contrary.  The
                     Committee is not obligated to supervise or otherwise verify
                     that amounts repurchased are applied in the manner
                     specified in the Participant's repurchase application.

              (e)    In addition to the provisions of Section 8.7 hereof, all
                     repurchases of Shares under this Section 8.5 shall be
                     subject to the following rules:

                     (i)    Applications for repurchases may be made at anytime
                            during the Company's fiscal year.  The Company,
                            however, will not be required to make any payments
                            for such Shares repurchased within any specific time
                            period designated by the Participant in his or her
                            repurchase application.  The Company will pay the
                            purchase price for such Shares being repurchased
                            pursuant to this Section 8.5 as soon as
                            administratively practicable after the Committee's
                            determination that the Participant is entitled to
                            have his or her Shares repurchased by the Company.

                     (ii)   The price to be paid by the Company to the
                            Participant for each Share shall be the Fair Market
                            Value for such Share as determined on the most
                            recent Valuation Date prior to the hardship
                            repurchase.

                                          13
<PAGE>

                     (iii)  No payment for Shares purchased by the Company under
                            this Section 8.5 will be made if the total purchase
                            price for such Shares is less than $1,000.

                     (iv)   All payments for Shares purchased will be made by
                            the Company in the form of a lump sum payment by
                            check.

                     (v)    The Company shall be permitted to repurchase Shares
                            pursuant to this Section 8.5 only to the extent that
                            the Fair Market Value of the Coinvestment Shares
                            held as collateral for the Note exceeds the
                            outstanding balance of the Purchase Loan and all
                            accrued interest, and at no time shall the Company
                            be permitted to repurchase Shares under this Section
                            8.5 if such repurchase would cause the collateral
                            securing the Note to be insufficient to repay the
                            Purchase Loan and all accrued interest in full.

       8.6    PARTIAL TERMINATIONS.  Subject to Section 8.7 hereof, in the event
              that there is a Partial Termination of the Participant, the
              Company shall have the irrevocable and exclusive right to
              repurchase, in the manner set forth in Section 8.2 hereof, all or
              any portion of the Participant's Coinvestment Shares (whether
              vested or unvested) at the time of the Partial Termination  as is
              determined by the Committee in its sole discretion, and the
              Company shall pay the Participant: (i)  for each Coinvestment
              Share that is vested at the time of the Partial Termination, an
              amount equal to the Fair Market Value of each share as determined
              on the Valuation Date in the fiscal year in which the Participant
              has a Partial Termination plus any Pro Rata Adjustment; and (ii)
              for each Coinvestment Share that is not vested at the time of the
              Partial Termination, an amount equal to the lesser of (x) the Fair
              Market Value of each Coinvestment Share as determined on the
              Valuation Date in the fiscal year in which the Participant has a
              Partial Termination plus any Pro Rata Adjustment, or (y) the
              purchase price paid by the Participant for such unvested
              Coinvestment Share, plus all accrued and unpaid interest on the
              Purchase Loan relating to such unvested Coinvestment Shares.

       8.7    OBLIGATIONS, LIMITATIONS AND RESTRICTIONS ON REPURCHASE SHARES.

              (a)    VIOLATION OF LAW AND CONTRACTUAL OBLIGATIONS.
                     Notwithstanding anything to the contrary in the Plan, the
                     Company shall only be required to repurchase any Shares
                     pursuant to this Section 8 as rapidly as permissible
                     without violating any loan covenants or other contractual
                     restrictions applicable to, and binding upon, the Company,
                     and any amounts not paid to the Participant on the
                     Repurchase Date in such case will bear interest at the
                     Interest Rate.  The Company shall only be required to
                     repurchase any Shares pursuant to this Section 8 to the
                     extent that such repurchase does not violate any applicable
                     laws.

              (b)    ADVERSE ACTIONS.

                     (i)    Notwithstanding anything in the Plan to the
                            contrary, in the event that a Participant takes
                            Adverse Actions with respect to the Company or any
                            Subsidiary (1) prior to such Participant's
                            termination of employment or other service with the
                            Company and all its Subsidiaries or (2) during the
                            period ending twelve (12) months following the date
                            of the Participant's termination of employment or
                            other service with the Company and all

                                          14
<PAGE>

                            Subsidiaries by reason of voluntary resignation,
                            death, Disability, Retirement or termination by the
                            Company without Cause, the Committee in its sole
                            discretion will have the authority to treat such
                            Participant's termination of employment or other
                            service as a termination for Cause and to repurchase
                            all Shares held by such Participant in the manner
                            set forth in Section 8.2 hereof for the lesser of
                            (x) the Fair Market Value for each Share as
                            determined on the Valuation Date in the fiscal year
                            in which the Participant's employment or other
                            service is terminated plus any Pro Rata Adjustment
                            or (y) the purchase price paid by the Participant
                            for each Share.  In addition, to the extent a
                            Participant has received an amount in excess of such
                            purchase price in connection with a prior exercise
                            of the Company's Repurchase Right or the sale or
                            other transfer of such Shares either in the twelve
                            (12) months prior to, or the twelve (12) months
                            following, such Participant's termination of
                            employment or service, then the Participant shall be
                            required to pay to the Company any such excess.  The
                            Company shall be entitled to require the Participant
                            to pay to the Company, within ten (10) days of
                            receipt of notice from the Company, the amount of
                            any excess.  Such payment will be made in cash
                            (including check, bank draft or money order). The
                            Company will be entitled to off-set any amounts that
                            may be due and owing to the Participant from the
                            Company or any Subsidiary pursuant to Section 8.7(c)
                            or make other arrangements for the collection of all
                            amounts necessary to satisfy such payment
                            obligations.

                     (ii)   For purposes of the Plan, an "ADVERSE ACTION" will
                            mean any action by a Participant that the Committee,
                            in its sole discretion, determines to be adverse to
                            the interests of the Company or any Subsidiary,
                            including, without limitation, (x) disclosing
                            confidential information of the Company or any
                            Subsidiary to any person not authorized by the
                            Company to receive it, (y) engaging, directly or
                            indirectly, in any commercial activity that in the
                            judgement of the Committee competes with the
                            business of the Company or any Subsidiary or (z)
                            interfering with the relationships of the Company or
                            any Subsidiary and their respective employees and
                            customers.

              (c)    RIGHT OF OFF-SET.  The Company shall have the right to
                     set-off against any amounts owing by the Company to the
                     Participants, including, without limitation, any dividends
                     paid on the Shares, which amounts shall be applied first to
                     accrued interest on the Note and then to the outstanding
                     principal balance of the Note.  Neither the exercise of,
                     nor the failure to exercise, such right of set-off will
                     constitute an election of remedies nor limit the Company in
                     any manner in the enforcement of any other remedies that
                     may be available to it.

              (d)    REPAYMENT OF INTEREST.  In the event that the Company
                     repurchases Coinvestment Shares pursuant to Sections 8.1,
                     8.4, 8.6 or 8.7(b) hereof, the Committee, in its sole
                     discretion, shall on the Repurchase Date make an
                     appropriate adjustment to the purchase price paid on such
                     date to repay any interest that has accrued on the Purchase
                     Loan from the date of the Participant's termination of
                     employment or other services with the Company and all its
                     Subsidiaries until the date the Company repurchases the
                     Coinvestment Shares pursuant to this Section 8.

                                          15
<PAGE>

9.     SHAREHOLDER RIGHTS. Subject to the provisions of Section 5 and Section
       12.2 hereof, upon the Participant's purchase of the Shares (whether
       vested or unvested) such Participant shall have all the rights of a
       shareholder of the Company with respect to the Shares, including, without
       limitation, all voting rights, liquidation rights and rights to receive
       all dividends paid on the Shares at the same times and in the same
       amounts as all other shares of Common Stock; provided, however, that all
       dividends paid on the Coinvestment Shares shall be pledged as collateral
       for the Note until such time as the Note and all accrued interest is paid
       in full, and the Company shall be entitled to set-off against such
       dividends in accordance with Section 8.7(c) hereof.  Nothing in the Plan,
       however, will interfere with or limit in any way the right of the Company
       or any Subsidiary to terminate the employment or service of any Eligible
       Employee or Participant at any time, nor confer upon any Eligible
       Employee or Participant any right to continue in the employ or service of
       the Company.

10.    TAXES.

       10.1   GENERAL RULES FOR WITHHOLDING.  The Company is entitled to (i)
              withhold and deduct from future wages of the Participant (or from
              other amounts that may be due and owing to the Participant from
              the Company or a Subsidiary), or make other arrangements for the
              collection of, all legally required amounts necessary to satisfy
              any and all foreign, federal, state and local withholding and
              employment-related tax requirements attributable to the
              acquisition of the Shares, the receipt of dividends or
              distributions on the Shares or the termination of the security
              interest or restrictions applicable to the Shares, or (ii) require
              the Participant promptly to remit the amount of such withholding
              to the Company before taking any action, including issuing any
              Shares.  In the event the Company is unable to withhold such
              amounts, for whatever reasons, the Participant hereby agrees to
              pay to the Company an amount equal to the amount the Company would
              otherwise be required to withhold under foreign, federal, state or
              local law.

       10.2   SPECIAL RULES FOR WITHHOLDING.  The Committee may, in its sole
              discretion and upon terms and conditions established by the
              Committee, permit or require a Participant to satisfy, in whole or
              in part, any withholding or employment-related tax obligation
              described in Section 10.1 hereof by electing to tender shares of
              the Company previously acquired by the Participant or a promissory
              note (on terms acceptable to the Committee in its sole
              discretion), or by a combination of such methods.

       10.3   SECTION 83(b) ELECTION.  The Participant has reviewed with the
              Participant's own tax advisors the federal, state, local and
              foreign tax consequences of the purchase of the Shares and the
              other transactions contemplated by the Plan.  The Participant is
              relying solely on such advisors and not on any statements or
              representations of the Company or any of its agents.  The
              Participant understands that the Participant (and not the Company)
              shall be responsible for the Participant's own tax liability that
              may arise as a result of the purchase of the Shares or the other
              transactions contemplated by this Agreement.  The Company
              recommends that each Participant consult with such Participant's
              own tax advisor with respect to the making of an election pursuant
              to Section 83(b) of the Code.  Any such election, if made, must be
              filed with the Internal Revenue Service within thirty (30) days of
              the purchase of such Shares.  THE PARTICIPANT ACKNOWLEDGES THAT IT
              IS THE PARTICIPANT'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S
              RESPONSIBILITY TO FILE SUCH ELECTION ON A TIMELY BASIS, EVEN IF
              THE PARTICIPANT REQUESTS THAT THE COMPANY OR ITS REPRESENTATIVES
              MAKE SUCH FILING ON BEHALF OF THE PARTICIPANT.

                                          16
<PAGE>

11.    DLJMB LIQUIDATION EVENT.

       11.1   ACCELERATION OF VESTING.  Without limiting the authority of the
              Committee under the Plan, if a DLJMB Liquidation Event occurs,
              then, unless otherwise provided by the Committee in its sole
              discretion in an agreement with the Participant, all unvested
              Coinvestment Shares will become immediately vested in full.

       11.2   LIMITATION ON PAYMENTS IN CONNECTION WITH A DLJMB LIQUIDATION
              EVENT. Notwithstanding anything in Section 11.1 hereof to the
              contrary, if, with respect to a Participant, the acceleration of
              the vesting of Coinvestment Shares as provided in Section 11.1
              (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" that such Participant has the right to receive
              from the Company or any corporation that 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 "payments" to
              such Participant pursuant to Section 11.1 hereof will be reduced
              to the largest amount as will result in no portion of such
              "payments" being subject to the excise tax imposed by Section 4999
              of the Code; provided, however, that if a Participant is subject
              to a separate agreement with the Company or a Subsidiary that
              expressly addresses the potential application of Sections 280G or
              4999 of the Code (including, without limitation, that "payments"
              under such agreement or otherwise will be reduced, that the
              Participant will have the discretion to determine which "payments"
              will be reduced, that such "payments" will not be reduced or that
              such "payments" will be "grossed up" for tax purposes), then this
              Section 11.2 will not apply, and any "payments" to a Participant
              pursuant to Section 11.1 hereof will be treated as "payments"
              arising under such separate agreement.

12.    MISCELLANEOUS.

       12.1   EFFECTIVE DATE AND DURATION OF THE PLAN.   The Plan is effective
              as of December 20, 1999, the date it was adopted by the Board.
              The Plan will terminate at midnight on December 19, 2009, and may
              be terminated prior to such time to by Board action, and no Shares
              will be granted after such termination.

       12.2   INVESTORS' AGREEMENT.  Each Participant who purchases Shares under
              the Plan shall become a party to the Investors' Agreement.  Each
              Participant who (i) is an employee of the Company or any
              Subsidiary reporting directly to the Chief Executive Officer
              ("CEO") or Chief Operating Officer ("COO") of the Company or (ii)
              acquires more than a certain percentage of Common Stock available
              for sale under the Plan as determined by the Committee in its sole
              discretion from time to time, shall be deemed a "Co-invest
              Management Stockholder" for all purposes of the Investors'
              Agreement, and all other Participants who acquire shares of Common
              Stock under the Plan shall be deemed "Other Stockholders" for
              purposes of the Investors' Agreement, including, without
              limitation, all transfer restrictions and provisions thereof;
              provided, however, if a Participant after the Purchase Date or
              Closing Date, as applicable, is no longer required to report
              directly to the CEO or COO such Participant shall thereafter be
              deemed an "Other Stockholder," and any "Other Stockholder" who
              acquires more than the percentage of Common Stock available for
              sale under the Plan as determined by the Committee or reports
              directly to the CEO or COO after the Purchase Date or Closing
              Date, as applicable, shall thereafter be deemed a "Co-invest
              Management Stockholder," for all purposes of the Investors'

                                          17
<PAGE>

              Agreement.  Notwithstanding anything to the contrary in the Plan,
              if the Investors' Agreement has terminated by its terms, the
              provisions of this Section 12.2 shall no longer apply.

       12.3   NON-EXCLUSIVITY OF THE PLAN.  Nothing contained in the Plan is
              intended to modify or rescind any previously approved compensation
              plans or programs of the Company or create 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.

       12.4   SECURITIES LAW AND OTHER RESTRICTIONS.  Notwithstanding any other
              provision of the Plan or any agreements entered into pursuant to
              the Plan, the Company will not be required to issue any Shares
              under the Plan, and a Participant may not sell, assign, transfer
              or otherwise dispose of Shares issued under the Plan, unless
              (i) there is in effect with respect to such shares a registration
              statement under the Securities Act and any applicable state or
              foreign securities laws or an exemption from such registration
              under the Securities Act and applicable state or foreign
              securities laws, and (ii) there has been obtained any other
              consent, approval or permit from any other regulatory body which
              the Committee, in its sole discretion, deems necessary or
              advisable.  The Company may condition such issuance, sale or
              transfer upon the receipt of any representations or agreements
              from the parties involved, and the placement of any legends on
              certificates representing Shares, as may be deemed necessary or
              advisable by the Company in order to comply with such securities
              law or other restrictions.

       12.5   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 Shares issued or to be
              issued under the Plan will 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 amendments to the Plan will be effective without approval of
              the shareholders of the Company if shareholder approval of the
              amendment is then required pursuant to Section 422 of the Code or
              the rules of any stock exchange or NASDAQ or similar regulatory
              body.  No termination, suspension or amendment of the Plan may
              adversely affect any outstanding Shares without the consent of the
              affected Participant; provided, however, that this sentence will
              not impair the right of the Committee to take whatever action it
              deems appropriate in accordance with the terms and conditions of
              the Plan.

       12.6   GOVERNING LAW.  The validity, construction, interpretation,
              administration and effect of the Plan and any rules, regulations
              and actions relating to the Plan will be governed by and construed
              exclusively in accordance with the laws of the State of Minnesota,
              notwithstanding the conflicts of laws principles of any
              jurisdictions.

       12.7   SUCCESSORS AND ASSIGNS.  The Plan will be binding upon and inure
              to the benefit of the successors and permitted assigns of the
              Company and the Participants.

                                          18

<PAGE>

                                      EXHIBIT A
                             FORM OF SECURED DEMAND NOTE


<PAGE>

                                      EXHIBIT B
                        FORM OF PLEDGE AND CUSTODY AGREEMENT

<PAGE>

                                     EXHIBIT C
                      VESTING SCHEDULE FOR COINVESTMENT SHARES

                     (ONLY ATTACHED TO SUBSCRIPTION AGREEMENT)

On the Purchase Date or Closing Date, as applicable, thirty-five percent (35%)
of the Coinvestment Shares purchased by the Participant shall immediately vest,
and the vesting schedule for the Coinvestment shall be as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                          PERCENTAGE OF COINVESTMENT SHARES
              VESTING DATE                  VESTED AS OF THE VESTING DATE*
              ------------                ---------------------------------
--------------------------------------------------------------------------------
<S>                                      <C>
 One Year from Purchase Date or          35% of the Coinvestment Shares
 Closing Date, as applicable             purchased by the Participant

--------------------------------------------------------------------------------
 Two Years from Purchase Date or         35% of the Coinvestment Shares
 Closing Date, as applicable             purchased by the Participant

--------------------------------------------------------------------------------
 Three Years from Purchase Date or       57% of the Coinvestment Shares
 Closing Date, as applicable             purchased by the Participant

--------------------------------------------------------------------------------
 Four Years from Purchase Date or        79% of the Coinvestment Shares
 Closing Date, as applicable             purchased by the Participant

--------------------------------------------------------------------------------
 Five Years from Purchase Date or        100% of Coinvestment Shares
 Closing Date, as applicable             purchased by the Participant

--------------------------------------------------------------------------------
</TABLE>

* In the event that the vesting of any Coinvestment Shares results in a
fractional Coinvestment Share, such fractional Coinvestment Share shall be
rounded up to the nearest whole Coinvestment Share.