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                                                                   Exhibit 10.1



                                                                     AS AMENDED
                                                               DECEMBER 12, 2002

                           COHESANT TECHNOLOGIES INC.
                         1994 EMPLOYEE STOCK OPTION PLAN

1.       Purposes.

         The COHESANT TECHNOLOGIES INC. 1994 EMPLOYEE STOCK OPTION PLAN (the
"Plan"), as amended, is intended to provide the employees, directors,
independent contractors and consultants of Cohesant Technologies Inc. (the
"Company") with an added incentive to continue their services to the Company and
to induce them to exert their maximum efforts toward the Company's success. By
thus encouraging employees, directors, independent contractors and consultants
and promoting their continued association with the Company, the Plan may be
expected to benefit the Company and its Stockholders. The Plan allows the
Company to grant Incentive Stock Options ("ISOs") (as defined in Section 422(b)
of the Internal Revenue Code of 1986, as amended (the "Code")), Non-Qualified
Stock Options ("NQSOs") not intended to qualify under Section 422(b) of the Code
and Stock Appreciation Rights ("SARs") (collectively, the "Options").

2.       Shares Subject to the Plan.

         The total number of Common Stock of the Company, $.001 par value per
share (the "Common Stock"), that may be subject to Options granted under the
Plan shall be 600,000 (subject to recapitalization of the Company) in the
aggregate, subject to adjustment as provided in Paragraph 8 of the Plan;
however, the grant of any NQSO to an employee together with a tandem SAR shall
only require one share of Common Stock available subject to the Plan to satisfy
such joint Option. The Company shall at all times while the Plan is in force
reserve such number of shares of Common Stock as will be sufficient to satisfy
the requirement of outstanding Options granted under the Plan. In the event any
Option granted under the Plan shall expire or terminate for any reason without
having been exercised in full or shall cease for any reason to be exercisable in
whole or in part, the unpurchased shares subject thereto shall again be
available for granting of Options under the Plan.

3.       Eligibility.

         ISOs may be granted from time to time under the Plan to one or more
employees of the Company or of a "subsidiary" or "parent" of the Company, as the
quoted terms are defined within Section 424 of the Code. An Officer is an
employee for the above


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purposes. However, a director of the Company who is not
otherwise an employee is not deemed an employee for such purposes. Options,
other than ISOs, may be granted from time to time under the Plan to one or more
employees of the Company, Officers, members of the Board of Directors,
independent contractors, consultants and other individuals who are not employees
of, but are involved in the continuing development and success of the Company
and/or of a subsidiary of the Company, including persons who have previously
been granted Options under the Plan.

4. Administration of the Plan.

         (a) The Plan shall be administered by the Board of Directors of the
Company as such Board of Directors may be composed from time to time or by the
Compensation Committee of the Board (the "Committee") comprised of at least two
disinterested persons (the term "disinterested" having the meaning ascribed to
it by Rule 16b-3 of the Securities Exchange Act of 1934 (the "1934 Act"))
appointed by such Board of Directors of the Company. As and to the extent
authorized by the Board of Directors of the Company, the Committee may exercise
the power and authority vested in the Board of Directors under the Plan. Within
the limits of the express provisions of the Plan, the Board of Directors or
Committee shall have the authority, in its discretion, to determine the
individuals to whom, and the time or times at which, Options shall be granted,
the character of such Options (whether ISO, NQSO and/or SAR in tandem with a
NQSO) and the number of Common Stock to be subject to each Option, and to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, to determine the terms and provisions of Option agreements
that may be entered into in connection with Options (which need not be
identical), subject to the limitation that agreements granting ISOs must be
consistent with requirements for the ISOs being qualified as "incentive stock
options" as provided in Section 422 of the Code, and to make all other
determinations and take all other actions necessary or advisable for the
administration of the Plan. In making such determinations, the Board of
Directors may take into account the nature of the services rendered by such
individuals, their present and potential contributions the Company's success,
and such other factors as the Board of Directors, in its discretion, shall deem
relevant. The Board of Directors' or Committee's determinations on the matters
referred to in this paragraph shall be conclusive.

         (b) Notwithstanding anything contained herein to the contrary, the
Committee shall have the exclusive right to grant Options to persons subject to
Section 16 of the 1934 Act and set forth the terms and conditions thereof. With
respect to persons subject to Section 16 of the 1934 Act, transactions under the
Plan are intended to comply with all applicable conditions of Rule 16b-3 for its
successors under the 1934 Act. To the extent any provision of the Plan or action
by the Board of Directors or Committee fails to so comply, it shall be deemed
null and void, to the extent permitted by law and deemed advisable by the Board
of Directors.


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5.       Terms of Options.

         Within the limits of the express provisions of the Plan, the Board or
the Committee may grant either ISOs or NQSOs and/or SARs in tandem with NQSOs.
An ISO or an NQSO enables the optionee to purchase from the Company, at any time
during a specified exercise period, a specified number of shares of Common Stock
at a specified price (the "Option Price"). The optionee, if granted a SAR in
tandem with a NQSO, may receive from the Company, in lieu of exercising his
option to purchase shares pursuant to his NQSO, at one of the certain specified
times during the exercise period of the NQSO as set by the Board or the
Committee, the excess of fair market value upon such exercise (as determined in
accordance with subparagraph (b) of this Paragraph 5) of one share of Common
Stock over the Option Price per share specified upon grant of the NQSO/SAR
multiplied by the number of shares of Common Stock covered by the SAR so
exercised. The character and terms of each Option granted under the Plan shall
be determined by the Board of Directors or Committee consistent with the
provisions of the Plan, including the following:

     (a) An Option granted under the Plan must be granted within 10 years from
the date the Plan is adopted, or the date the Plan is approved by the
Stockholders of the Company, whichever is earlier. Notwithstanding the
foregoing, the Plan is hereby extended, and Options may be granted under the
Plan, until November 30, 2009.

     (b) The Option Price of the shares of Common Stock subject to each Option
granted shall not be less than the fair market value of such shares of Common
Stock at the time such Option is granted. Such fair market value shall be
determined by the Board of Directors and, if the Common Stock is listed on a
national securities exchange or traded on the over-the-counter market, the fair
market value shall be the closing price on such exchange, or the mean of the
closing bid and asked prices of the Common Stock on the over-the-counter market,
as reported by the Nasdaq National Market System or the Nasdaq Small Cap Market,
as the case may be, on the day on which the Option is granted or, if there is no
closing price or bid or asked price on that day, the closing price or mean of
the closing bid and asked prices on the most recent day preceding the day on
which the Option is granted for which such prices are available. If an ISO is
granted to any individual who, immediately before the ISO is to be granted, owns
(directly or through attribution) more than 10% of the total combined voting
power of all classes of capital stock of the Company or a subsidiary or parent
of the Company, the Option Price of the Common Stock subject to such ISO shall
not be less than 110% of the fair market value per share of the Common Stock at
the time such ISO is granted.

     (c) In no event shall any Option granted under the Plan have an expiration
date later than 10 years from the date of its grant, and all Options granted
under the Plan shall be subject to earlier termination as expressly provided in
Paragraph 6 hereof. If an ISO is granted to any individual who, immediately
before the ISO is granted, owns (directly or through attribution) more that 10%
of the total combined voting power of all classes of capital stock of the
Company or of a subsidiary or parent of the Company, such ISO shall

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by its terms expire and shall not be exercisable after the expiration of five
(5) years from the date of its grant.

     (d) With respect to the grant of SARs to Officers and Directors of the
Company, an SAR may be exercised at any time after six months of the date of the
grant thereof during the exercise period of the NQSO with which it is granted in
tandem and prior to the exercise of such NQSO, but only within the specified 10
business day period referred to in subsection (e)(3) of Rule 16b-3 of the 1934
Act (generally, the 10 business days immediately following the publication of
the Company's quarterly financial information). Notwithstanding the foregoing,
the Board of Directors and/or the Committee shall in their discretion determine
from time to time the terms and conditions of SARs to be granted, which terms
may vary from the afore-described conditions, and which terms shall be set forth
in a written stock option agreement evidencing the SAR granted in tandem with an
NQSO shall be deemed to cancel such number of shares subject to the unexercised
Option as were subject to the exercised SAR. The Board of Directors or the
committee also has the discretion to alter the terms of the SARS if necessary to
comply with Federal or state securities law. Amounts to be paid by the Company
in connection with an SAR may, in the Board's or the Committee's discretion, be
made in cash, Common Stock or a combination thereof.

     (e) Unless otherwise provided in any Option agreement under the Plan, an
Option granted under the Plan shall become exercisable, in whole at any time or
in part from time to time, but in no case may an Option (i) be exercised as to
less than one hundred (100) shares, and (ii) become fully exercisable more than
five years from the date of its grant nor shall less than 25% of the Option
commencing upon the first anniversary of the granting thereof, unless granted
previously.

     (f) An Option granted under the Plan shall be exercised by the delivery by
the holder thereof to the Company at its principal office (to the attention of
the Secretary) of written notice of the number of full shares of Common Stock
with respect to which the Option is being exercised, accompanied by payment in
full, which payment at the option of the optionee shall be in the form of (i)
cash or certified or bank check payable to the order of the Company, of the
Option Price of such shares of Common Stock, or, (ii) if permitted by the
Committee or the Board of Directors, as determined by the Committee or the Board
of Directors in its sole discretion at the time of the grant of the Option with
respect to an ISO and at or prior to the time of exercise with respect to a
NQSO, by the delivery of shares of Common Stock having a fair market value equal
to the Option Price or, to the extent permitted by federal law, the delivery of
an interest-bearing promissory note having an original principal balance equal
to the Option Price and an interest rate not below the rate which would result
in imputed interest under the Code (provided, in order to qualify as an ISO,
more than one year shall have passed since the date of grant and one year from
the date of exercise), or (iii) at the option of the Committee or the Board of
Directors, determined by the Committee or the Board of Directors in its sole
discretion at the time of the grant of the Option with respect to an ISO and at
or prior to the time of exercise with respect to a NQSO, by a combination of
cash, promissory note and/or such shares of Common Stock (subject to the
restriction above) held by the employee that have

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a fair market value together with such cash and principal amount of any
promissory note that shall equal the Option Price, and, in the case of a NQSO,
at the discretion of the Committee or Board of Directors by having the Company
withhold from the shares of Common Stock to be issued upon exercise of the
Option that number of shares having a fair market value equal to the exercise
price and/or the tax withholding amount due, or otherwise provide for
withholding as set forth in Paragraph 9(c) hereof, or in the event an employee
is granted a NQSO in tandem with an SAR and desires to exercise such SAR, such
written notice shall so state such intention. The Option Price may also be paid
in full by a broker-dealer to whom the optionee has submitted an exercise notice
consisting of a fully endorsed Option, or through any other medium of payment as
the Board of Directors and/or the Committee, in its discretion, shall authorize.

     (g) The holder of an Option shall have none of the rights of a Stockholder
with respect to the Common Stock covered by such holder's Option until such
Common Stock shall be issued to such holder upon the exercise of the Option.

     (h) All Options granted under the Plan shall not be transferable otherwise
than by will or the laws of descent and distribution, and any ISO granted under
the Plan may be exercised during the lifetime of the holder thereof only by the
holder. No Option granted under the Plan shall be subject to execution,
attachment or other process.

     (i) The aggregate fair market value, determined as of the time any ISO is
granted and in the manner provided for by subparagraph (b) of this Paragraph 5,
of the Common Stock with respect to which ISOs granted under the Plan are
exercisable for the first time during any calendar year and under incentive
stock options qualifying as such in accordance with Section 422 of the Code
granted under any other Incentive Stock Option plan maintained by the Company or
its parent or subsidiary corporations, shall not exceed $100,000. Any grant of
Options in excess of such amount shall be deemed a grant of a NQSO.

6.       Death or Termination of Employment.

     (a) Subject to the provisions of subparagraph (d) of this Paragraph 6, if
the employment of a holder of an ISO under the Plan shall be terminated for any
reason other than cause or the death or the disability of the holder, such
holder's ISO shall expire within three (3) months after such termination. If the
employment of a holder of an ISO, NQSO, and/or SAR in tandem with a NQSO shall
terminate for cause, then any unexercised ISO, NQSO, and/or SAR in tandem with a
NQSO granted to the holder shall expire as at the time of termination. If the
employment of a holder of an Option (exclusive of his ISOs) shall be terminated
for any reason other than cause or the death or the disability of the holder,
such holder's Options, other than his ISOs, may be exercised during the earlier
of (i) the respective terms thereof, or (ii) the subsequent death or disability
of the respective holder, subject to the provisions of subparagraphs (b) and (d)
of this Paragraph 6.


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     (b) If the holder of an Option under the Plan dies (i) while employed by
the Company or a subsidiary or parent corporation or (ii) within three (3)
months after the termination of such holder's employment other than voluntarily
by the employee or for cause, such Option may, subject to the provisions of
subparagraph (d) of this Paragraph 6, be exercised by a legatee or legatees of
such Option under such individual's last will or by such individual's personal
representatives or distributes at any time within one year after the
individual's death.

     (c) If the holder of an Option under the Plan becomes disabled within the
definition of section 22(e)(3) of the Code while employed by the Company or a
subsidiary or parent corporation, such Option may, subject to the provisions of
subparagraph (d) of this Paragraph 6, be exercised at any time within one year
after such holder's termination of employment due to the disability.

     (d) An Option may not be exercised pursuant to this Paragraph 6 except to
the extent that the holder was entitled to exercise the Option at the time of
termination of employment, disability or death, and in any event may not be
exercised after the original expiration date of the Option.

7.       Leave of Absence.

         For the purposes of the Plan, an individual who is on military or sick
leave or other bona fide leave of absence (such as temporary employment by the
Government) shall be considered as remaining in the employ of the Company or of
a subsidiary or parent corporation for ninety (90) days or such longer period as
such individual's right to reemployment is guaranteed either by statute or by
contract.

8.       Adjustment Upon Changes in Capitalization.

     (a) In the event that the outstanding shares of Common Stock are hereafter
changed by reason of recapitalization, reclassification, stock split-up,
combination or exchange of Common Stock or the like, or by the issuance of
dividends payable in shares of Common Stock, an appropriate adjustment shall be
made by the Board of Directors in the aggregate number of shares of Common Stock
available under the Plan and in the number of shares of Common Stock and price
per share subject to outstanding Options. In the event of the proposed
dissolution, liquidation, merger or sale of substantially all of the assets of
the Company, all outstanding Options under the Plan will automatically
terminate, unless otherwise provided by the Board of Directors or the Committee.
The Board of Directors or the Committee may in its discretion make provision for
accelerating the exercisability of Options under the Plan in such circumstances.

     (b) Any adjustment in the number of shares of Common Stock shall apply
proportionately to only the unexercised portion of the Options granted
hereunder. If fractions of shares of Common Stock would result from any such
adjustment, the adjustment shall be revised to the next lower whole number of
shares of Common Stock.


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9.       Further Conditions of Exercise.

     (a) Unless the shares of Common Stock issuable upon the exercise of an
Option under the Plan have been registered with the Securities and Exchange
Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "1933
Act"), prior to the exercise of the Option, the notice of exercise shall be
accompanied by a representation or agreement of the individual exercising the
Option to the Company to the effect that such shares of Common Stock are being
acquired for investment and not with a view to the resale or distribution
thereof or such other documentation as may be required by the Company, unless in
the option of counsel to the Company such representation, agreement or
documentation is not necessary to comply with said Act.

     (b) Unless the shares of Common Stock issuable up on the exercise of an
Option have been registered with the SEC pursuant to the 1933 Act, the Company
shall cause an applicable legend to be placed on any shares of Common Stock to
be delivered hereunder. The Company makes no representation that it will, and is
not obligated to, register the Common Stock with the SEC pursuant to the 1933
Act or if so registered, list same on any securities exchange or stock market on
which the shares of Common Stock may then be listed or sold.

     (c) The Board or Committee may make such provisions and take such steps as
it may deem necessary or appropriate for the withholding of any taxes that the
Company is required by any law or regulation of any governmental authority,
whether federal, state or local, domestic or foreign, to withhold in connection
with the exercise of any Option, including, but not limited to, (i) the
withholding of payment of all or any portion of such Option and/or SAR until the
holder reimburses the Company for the amount the Company is required to withhold
with respect to such taxes, or (ii) the canceling of any number of shares of
Common Stock issuable upon exercise of such Option and/or SAR in an amount
sufficient to reimburse the Company for the amount it is required to so
withhold, (iii) the selling of any property contingently credited by the Company
for the purpose of exercising such Option, in order to withhold or reimburse the
Company for the amount it is required to so withhold, or (iv) withholding the
amount due from such employee's wages if the employee is employed by the Company
or any subsidiary thereof.

10.      Termination, Modification and Amendment.

         The Plan (but not Options previously granted under the Plan) shall
terminate ten (10) years from the earliest of the date of its adoption by the
Stockholders of the Company, or such date of termination, as hereinafter
provided, and no Option shall be granted after termination of the Plan.
Notwithstanding the foregoing, the Plan is hereby extended, and Options may be
granted under Plan, until November 30, 2009.

         The Plan may from time to time be terminated, modified or amended by
the affirmative vote of the holders of a majority of the outstanding shares of
capital stock of the Company entitled to vote thereon.

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         Additionally, the Board of Directors of the Company may, at any time,
terminate the Plan or, from time to time, make such modifications or amendments
of the Plan as it may deem advisable; provided, however, that the Board of
Directors shall not, without approval by the affirmative vote of the holders of
a majority of the outstanding shares of capital stock of the Company entitled to
vote thereon, increase (except as provided by Paragraph 8) the maximum number of
shares of Common Stock as to which Options may be granted under the Plan, or
materially change the standards of eligibility under the Plan. Any amendment to
the Plan which, in the opinion of counsel to the Company, will be deemed to
result in the adoption of a new Plan, will not be effective until approved by
the affirmative vote of the holders of a majority of the outstanding shares of
capital stock of the Company entitled to vote thereon to the extent such vote is
required under applicable federal or state laws, rules or regulations.

         No termination, modification or amendment of the Plan may adversely
affect the rights under any outstanding Option without the consent of the
individual to whom such Option shall have been previously granted.

11.      Effective Date of the Plan.

         July 1, 1994.

12.      Not a Contract of Employment.

         Nothing contained in the Plan or in any option agreement executed
pursuant hereto shall be deemed to confer upon any individual to whom an Option
is or may be granted hereunder any right to remain in the employ of the Company
or of a subsidiary or parent of the Company or in any way limit the right of the
Company, or of any parent or subsidiary thereof, to terminate the employment of
any employee.

13.      Other Compensation Plans.

         The adoption of the Plan shall not affect any other stock option plan,
incentive plan or any other compensation plan in effect for the employees of the
Company, nor shall the Plan preclude the Company from establishing any other
form of stock option plan, incentive plan or any other compensation plan for
employees of the Company.


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