SUNRISE RESOURCES, INC.

                             1991 STOCK OPTION PLAN

                     (as amended through February 13, 1995)


                                   SECTION 1.
                                   DEFINITIONS

         As used herein,  the following terms shall have the meanings  indicated
below:

         (a) The  "Company"  shall mean  Sunrise  Resources,  Inc.,  a Minnesota
         corporation.

         (b) A  "Subsidiary"  shall mean any  corporation of which fifty percent
         (50%) or more of the total voting power of outstanding  stock is owned,
         directly or indirectly in an unbroken chain, by the Company.

         (c) "Common Stock" shall mean the Common Stock of the Company,  subject
         to adjustment as described in Section 12.

         (d) The "Plan" shall mean The Sunrise Resources, Inc. 1991 Stock Option
         Plan, as amended  hereafter  from time to time,  including the forms of
         Option  Agreements  as they may be  modified  by the Board from time to
         time.

         (e) The  "Optionee" for purposes of Section 9 shall mean an employee of
         the Company or any  Subsidiary  to whom an  incentive  stock option has
         been granted under the Plan. For purposes of Section 10, the "Optionee"
         shall mean the director,  officer,  employee,  advisor or consultant of
         the Company or any Subsidiary to whom a  nonqualified  stock option has
         been granted.

         (f)  "Committee"  shall mean a Stock  Option  Committee of the Board of
         Directors of the Company consisting of two or more directors who may be
         appointed  by, and serve at the  pleasure  of, the Board and shall have
         such powers and  authority  as are granted to it by the Board.  Each of
         the members of the Committee shall be a  "disinterested"  person within
         the meaning of Rule 16b-3, as then in effect,  of the General Rules and
         Regulations   under   the   Securities   Exchange   Act  of   1934.   A
         "disinterested"  person  under Rule 16b-3 means a director  who,  among
         other  things,  has not at any time within one year prior to service on
         the  Committee  been  granted or awarded  options or equity  securities
         pursuant to the Plan or any other plan of the Company.

         (g) The "Internal Revenue Code" shall mean the Internal Revenue Code of
         1986, as amended from time to time.
<PAGE>

         (h)  "Non-Employee  Directors"  shall mean members of the Board who are
         not employees of the Company or of any Subsidiary.


                                   SECTION 2.
                                     PURPOSE

         The  purpose of the Plan is to promote  the  success of the  Company by
facilitating  the  employment  and  retention  of  competent  personnel  and  by
furnishing  incentive to officers,  directors,  employees and  consultants  upon
whose efforts the success of the Company will depend to a large degree.

         It is the  intention  of the Company to carry out the Plan  through the
granting of stock options which will qualify as "incentive  stock options" under
the  provisions of Section 422A of the Internal  Revenue  Code,  and through the
granting  of  nonqualified  stock  options  pursuant to Section 10 of this Plan.
Adoption  of this Plan shall be and is  expressly  subject to the  condition  of
approval by the  shareholders of the Company within twelve (12) months before or
after the adoption of the Plan by the Board of Directors.


                                   SECTION 3.
                             EFFECTIVE DATE OF PLAN

         The Plan shall be  effective  as of the date it is adopted by the Board
of Directors of the Company.


                                   SECTION 4.
                                 ADMINISTRATION

         The Plan shall be administered by the Board of Directors of the Company
(the  "Board")  or, to the  extent  empowered  by the Board,  by a Stock  Option
Committee  (hereinafter referred to as the "Committee" and as defined in Section
1(f) of this Plan) which may be  appointed  by the Board from time to time.  The
Board  shall have all of the  powers  vested in it under the  provisions  of the
Plan,  including but not limited to exclusive  authority  (where  applicable and
within  the  limitations  described  herein,  and  except  with  respect  to the
automatic  grants of options  pursuant to Section 17 of this Plan) to determine,
in its sole discretion,  whether an incentive stock option or nonqualified stock
option  shall be  granted,  the  individuals  to whom,  and the time or times at
which, options shall be granted, the number of shares subject to each option and
the option price,  terms and conditions of each option. The Committee shall have
such powers as are granted to it by the Board. The Board, or the Committee if so
empowered by the Board,  shall have full power and authority to  administer  and
interpret  the Plan, to make and amend rules,  regulations  and  guidelines  for
administering  the Plan, to prescribe the form and  conditions of the respective
stock option  agreements  (which may vary from Optionee to Optionee)  evidencing
each option and to make all other determinations  necessary or advisable for the
administration  of the Plan.  The  Board's  interpretation  of the Plan,  or the
Committee's  interpretation  if so empowered by the Board, and all actions taken
and  determinations  made  by the  Board  pursuant  to the  power  vested  in it
hereunder,  or by the Committee to the extent  empowered by the Board,  shall be
conclusive and binding on all parties  concerned.  No member of the Board or the
Committee  shall be liable for any action  taken or  determination  made in good
faith in connection with the administration of the Plan.
<PAGE>

         In the event the Board appoints a Committee as provided hereunder,  any
action of the Committee with respect to the  administration of the Plan shall be
taken  pursuant to a majority vote of the  Committee  members or pursuant to the
written resolution of all Committee members.


                                   SECTION 5.
                                  PARTICIPANTS

         Except with respect to the options  granted to  Non-Employee  Directors
pursuant to Section 17 of the Plan, the Board,  or the Committee if so empowered
by the Board, shall from time to time, at its discretion and without approval of
the  shareholders,   designate  those  other  directors,   officers,  employees,
consultants or advisors of the Company or of any Subsidiary to whom nonqualified
stock options shall be granted; provided,  however, that consultants or advisors
shall not be eligible to receive stock options  hereunder unless such consultant
or advisor  renders  bona fide  services to the Company or  Subsidiary  and such
services  are not in  connection  with  the  offer  or sale of  securities  in a
capital-raising  transaction. The Board, or the Committee if so empowered by the
Board,  shall also designate those employees of the Company or of any Subsidiary
to whom incentive stock options shall be granted.  Non-Employee  Directors shall
only be able to  participate  under the Plan as  specified  in Section 17 of the
Plan.

         The Board,  or the  Committee if so  empowered by the Board,  may grant
additional  incentive stock options or nonqualified stock options to some or all
participants  then holding options or may grant such options solely or partially
to new participants. In designating participants, the Board, or the Committee if
so  empowered  by the  Board,  shall also  determine  the number of shares to be
optioned to each such participant.  Notwithstanding  the foregoing,  neither the
Board nor the  Committee  shall grant  Non-Employee  Directors any options other
than as specified in Section 17 of the Plan.


                                   SECTION 6.
                                      STOCK

         The Stock to be optioned  under this Plan shall  consist of  authorized
but unissued  shares of Common Stock.  Seven Hundred  Fifty  Thousand  (750,000)
shares of Common Stock shall be reserved  and  available  for options  under the
Plan; provided, however, the total number of shares of Common Stock reserved for
options under this Plan shall be subject to adjustment as provided in Section 12
of the Plan.  In the event that any  outstanding  option  under the Plan for any
reason  expires or is terminated  prior to the exercise  thereof,  the shares of
Common Stock allocable to the unexercised  portion of such option shall continue
to be reserved for options under the Plan and may be optioned hereunder.

<PAGE>

                                   SECTION 7.
                                DURATION OF PLAN

         Incentive stock options may be granted  pursuant to this Plan from time
to time  during a period of ten (10) years from the earlier of the date the Plan
is  approved  by the  Board  of  Directors  or the  date it is  approved  by the
shareholders of the Company.  Nonqualified stock options may be granted pursuant
to the Plan from time to time after the date the Plan is adopted by the Board of
Directors and until the Plan is discontinued or terminated by the Board.


                                   SECTION 8.
                                     PAYMENT

         Optionees may pay for shares upon exercise of options granted  pursuant
to this Plan with cash, a certified  check,  or, if  authorized  by the Board of
Directors or the Committee, in the form of Company stock.


                                   SECTION 9.
                 TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS

         Each  incentive  stock  option  granted  pursuant  to the Plan shall be
evidenced by a written  stock option  agreement  (the "Option  Agreement").  The
Option  Agreement  shall be in such form as may be approved from time to time by
the Board or the  Committee  (if so  empowered  by the  Board) and may vary from
Optionee to  Optionee;  provided,  however,  that each  Optionee and each Option
Agreement  shall  comply  with  and  be  subject  to  the  following  terms  and
conditions:

         (a) Number of Shares and Option Price. The Option Agreement shall state
         the total number of shares covered by the incentive  stock option.  The
         option  price per share  shall  not be less  than one  hundred  percent
         (100%) of the fair  market  value of the Common  Stock per share on the
         date the Board,  or the Committee if so empowered by the Board,  grants
         the  option;  provided,  however,  that,  if  an  Optionee  owns  stock
         possessing  more than ten percent  (10%) of the total  combined  voting
         power of all  classes  of stock of the  Company or of its parent or any
         Subsidiary,  the option  price per share of an  incentive  stock option
         granted to such Optionee shall not be less than one hundred ten percent
         (110%) of the fair  market  value of the Common  Stock per share on the
         date of the grant of the option.  For purposes hereof, if such stock is
         then  reported  in the  national  market  system or is  listed  upon an
         established  exchange or  exchanges,  "fair market value" of the Common
         Stock per share  shall be the  highest  closing  price of such stock in
         such national  market system or on such stock  exchange or exchanges on
         the date the option is granted  or, if no sale of such stock shall have
         occurred on that date,  on the next  preceding day on which there was a
         sale of stock.  If such stock is not so reported in the national market
         system or listed upon an  exchange,  "fair  market  value" shall be the
         mean  between  the  "bid" and  "asked"  prices  quoted by a  recognized
         specialist in the Common Stock of the Company on the date the option is
         granted,  or if there are no quoted  "bid" and  "asked"  prices on such
         date, on the next  preceding  date for which there are such quotes.  If
         such stock is not publicly traded as of the date the option is granted,
         the "fair market  value" of the Common Stock shall be determined by the
         Board,  or the  Committee  if so  empowered  by the Board,  in its sole
         discretion by applying principles of valuation with respect to all such
         options.  The Board,  or the  Committee  if so  empowered by the Board,
         shall have full  authority and  discretion in  establishing  the option
         price and shall be fully protected in so doing.
<PAGE>

         (b) Term and  Exercisability of Incentive Stock Option. The term during
         which  any  incentive  stock  option  granted  under  the  Plan  may be
         exercised  shall  be  established  in each  case by the  Board,  or the
         Committee  if so  empowered  by the  Board,  but in no event  shall any
         incentive  stock option be  exercisable  during a term of more than ten
         (10) years after the date on which it is granted.  The Option Agreement
         shall state when the incentive  stock option  becomes  exercisable  and
         shall  also  state the  maximum  term  during  which the  option may be
         exercised.  In the  event an  incentive  stock  option  is  exercisable
         immediately,  the manner of  exercise  of the option in the event it is
         not  exercised  in full  immediately  shall be  specified in the Option
         Agreement.  The Board,  or the  Committee if so empowered by the Board,
         may accelerate the exercise date of any incentive  stock option granted
         hereunder which is not immediately exercisable as of the date of grant.

         (c) Other  Provisions.  The  Option  Agreement  authorized  under  this
         Section 9 shall  contain  such other  provisions  as the Board,  or the
         Committee  if  so  empowered  by  the  Board,   shall  deem  advisable,
         including,  without  limitation,  rights  of  repurchase  and  transfer
         restrictions  with  respect  to any  shares  acquired  by the  Optionee
         pursuant to the exercise of the option. Any such Option Agreement shall
         contain  such  limitations  and  restrictions  upon the exercise of the
         option  as shall be  necessary  to  ensure  that  such  option  will be
         considered  an  "Incentive  Stock Option" as defined in Section 422A of
         the Internal Revenue Code or to conform to any change therein.

         (d)  Holding  Period.  The sale or other  disposition  of any shares of
         Common  Stock  acquired by an Optionee  pursuant to the  exercise of an
         option  described  above shall be eligible for the  favorable  taxation
         treatment  of  Section  421(a)  of  the  Internal  Revenue  Code  if no
         disposition of such shares is made by the Optionee within two (2) years
         from the date of the granting of the option under which the shares were
         acquired  nor  within  one year after the  acquisition  of such  shares
         pursuant to the exercise of such option,  or such other  periods as may
         be  prescribed  by  the  Internal  Revenue  Code.  In the  event  of an
         Optionee's death, such holding period shall not be applicable  pursuant
         to Section 421(c)(1) of the Internal Revenue Code.

<PAGE>

                                   SECTION 10.
               TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS

         Each  nonqualified  stock option granted  pursuant to the Plan shall be
evidenced by a written Option  Agreement.  The Option Agreement shall be in such
form as may be approved  from time to time by the Board or the  Committee (if so
empowered  by the  Board),  and may vary from  Optionee to  Optionee;  provided,
however,  that each Optionee and each Option  Agreement shall comply with and be
subject to the following terms and conditions:

         (a) Number of Shares and Option Price. The Option Agreement shall state
         the total number of shares  covered by the  nonqualified  stock option.
         Unless otherwise determined by the Board of Directors, or the Committee
         if so empowered by the Board, the option price per share shall be equal
         to one hundred  percent  (100%) of the fair market  value of the Common
         Stock  per  share on the date the  Board or the  Committee  grants  the
         option;  provided,  that in no event shall the option price be equal to
         less than  eighty-five  percent  (85%) of such fair market value on the
         date of grant. For purposes hereof,  the "fair market value" of a share
         of Common Stock shall have the same meaning as set forth under  Section
         9(a) herein.

         (b) Term and  Exercisability  of  Nonqualified  Stock Option.  The term
         during which any  nonqualified  stock option granted under the Plan may
         be exercised  shall be  established  in each case by the Board,  or the
         Committee  if so  empowered by the Board.  The Option  Agreement  shall
         state when the nonqualified stock option becomes  exercisable and shall
         also state the maximum term during  which the option may be  exercised.
         In the event a nonqualified  stock option is  exercisable  immediately,
         the manner of exercise  of the option in the event it is not  exercised
         in full immediately  shall be specified in the stock option  agreement.
         The  Board,  or  the  Committee  if so  empowered  by  the  Board,  may
         accelerate the exercise date of any  nonqualified  stock option granted
         hereunder which is not immediately exercisable as of the date of grant.

         (c) Withholding. In the event the Optionee is required under the Option
         Agreement to pay to the Company,  or make arrangements  satisfactory to
         the Company respecting  payment of, any federal,  state, local or other
         taxes  required  by law to be  withheld  with  respect to the  option's
         exercise,  the  Board  or the  Committee  may,  in its  discretion  and
         pursuant to such rules as it may adopt,  permit the Optionee to satisfy
         such  obligation,  in whole or in part, by electing to have the Company
         withhold shares of Common Stock otherwise issuable to the Optionee as a
         result of the  option's  exercise  equal to the amount  required  to be
         withheld for tax purposes.  Any stock  elected to be withheld  shall be
         valued at its "fair  market  value," as  provided  under  Section  9(a)
         hereof,  as of the date the amount of tax to be withheld is  determined
         under  applicable  tax law.  The  Optionee's  election  to have  shares
         withheld  for  this  purpose  shall be made on or  before  the date the
         option is exercised or, if later, the date that the amount of tax to be
         withheld is determined  under  applicable  tax law. Such election shall
         also  comply  with  such  rules as may be  adopted  by the Board or the
         Committee to assure  compliance with Rule 16b-3, as then in effect,  of
         the General Rules and Regulations under the Securities  Exchange Act of
         1934, if applicable.

         (d) Other  Provisions.  The  Option  Agreement  authorized  under  this
         Section 10 shall  contain such other  provisions  as the Board,  or the
         Committee, as the case may be, shall deem advisable.

<PAGE>

                                   SECTION 11.
                               TRANSFER OF OPTION

         No option shall be  transferable,  in whole or in part, by the Optionee
other than by will or by the laws of descent and  distribution  and,  during the
Optionee's  lifetime,  the option may be exercised only by the Optionee.  If the
Optionee  shall attempt any transfer of any option granted under the Plan during
the  Optionee's  lifetime,  such transfer  shall be void and the option,  to the
extent not fully exercised, shall terminate.


                                   SECTION 12.
                    RECAPITALIZATION, SALE, MERGER, EXCHANGE
                          CONSOLIDATION OR LIQUIDATION

         In the event of an  increase  or  decrease  in the  number of shares of
Common Stock  resulting  from a subdivision  or  consolidation  of shares or the
payment of a stock  dividend or any other  increase or decrease in the number of
shares of Common Stock effected without receipt of consideration by the Company,
the number of shares of Common Stock covered by each outstanding  option and the
price per share thereof shall be equitably adjusted by the Board of Directors to
reflect such change.  Additional  shares which may be credited  pursuant to such
adjustment  shall be subject to the same  restrictions  as are applicable to the
shares with respect to which the adjustment relates.

         In the event of the sale by the  Company  of  substantially  all of its
assets and the consequent  discontinuance of its business,  or in the event of a
merger,  exchange,  consolidation  or liquidation  of the Company,  the Board of
Directors  may, in  connection  with the Board's  adoption of the plan for sale,
merger, exchange,  consolidation or liquidation,  provide for one or more of the
following:  (i) the acceleration of the exercisability of any or all outstanding
options;  (ii)  the  complete  termination  of this  Plan  and  cancellation  of
outstanding  options not exercised prior to a date specified by the Board (which
date shall give  Optionees a reasonable  period of time in which to exercise the
options prior to the effectiveness of such sale, merger, exchange, consolidation
or  liquidation);  and (iii) the  continuance  of the Plan with  respect  to the
exercise  of options  which were  outstanding  as of the date of adoption by the
Board of such plan for sale, merger, exchange,  consolidation or liquidation and
provide to Optionees holding such options the right to exercise their respective
options  as to an  equivalent  number  of  shares  of stock  of the  corporation
succeeding the Company by reason of such sale, merger,  exchange,  consolidation
or  liquidation.  The grant of an option pursuant to the Plan shall not limit in
any  way  the   right   or   power   of  the   Company   to  make   adjustments,
reclassifications,  reorganizations  or  changes  of  its  capital  or  business
structure or to merge, exchange or consolidate or to dissolve,  liquidate,  sell
or transfer all or any part of its business or assets.

<PAGE>

                                   SECTION 13.
                               INVESTMENT PURPOSE

         No shares of Common  Stock shall be issued  pursuant to the Plan unless
and until there has been compliance,  in the opinion of Company's counsel,  with
all applicable legal requirements,  including without limitation, those relating
to securities laws and stock exchange  listing  requirements.  As a condition to
the  issuance of Common  Stock to Optionee,  the Board,  or the  Committee if so
empowered by the Board, may require Optionee to (a) represent that the shares of
Common Stock are being  acquired for  investment and not resale and to make such
other  representations  as the Board,  or the  Committee  if so empowered by the
Board, shall deem necessary or appropriate to qualify the issuance of the shares
as exempt from the  Securities Act of 1933 and any other  applicable  securities
laws,  and (b) represent that Optionee shall not dispose of the shares of Common
Stock  in  violation  of the  Securities  Act of  1933 or any  other  applicable
securities  laws.  Company  reserves  the  right to place a legend  on any stock
certificate  issued upon exercise of an option  granted  pursuant to the Plan to
assure compliance with this Section 13.


                                   SECTION 14.
                             RIGHTS AS A SHAREHOLDER

         An Optionee (or the Optionee's  successor or successors)  shall have no
rights as a  shareholder  with respect to any shares  covered by an option until
the date of the issuance of a stock  certificate  evidencing such shares (except
as  otherwise  provided in Section 12 above).  No  adjustment  shall be made for
dividends  (ordinary  or  extraordinary,  whether in cash,  securities  or other
property),  distributions  or other rights for which the record date is prior to
the date such stock certificate is actually issued (except as otherwise provided
in Section 12).


                                   SECTION 15.
                              AMENDMENT OF THE PLAN

         The Board of Directors of the Company may from time to time, insofar as
permitted by law,  suspend or discontinue  the Plan or revise or amend it in any
respect; provided,  however, that no such revision or amendment shall impair the
terms and  conditions  of any option  which is  outstanding  on the date of such
revision or  amendment to the  material  detriment  of the Optionee  without the
consent of the  Optionee.  Notwithstanding  the  foregoing,  no such revision or
amendment  shall,  (i)  materially  increase the number of shares subject to the
Plan except as provided in Section 12 hereof, (ii) change the designation of the
class of  employees  eligible to receive  options,  (iii)  decrease the price at
which options may be granted,  or (iv) materially increase the benefits accruing
to Optionees  under the Plan,  unless such  revision or amendment is approved by
the  shareholders  of the Company.  Furthermore,  the Plan may not,  without the
approval of the shareholders, be amended in any manner that will cause incentive
stock options to fail to meet the  requirements of "Incentive  Stock Options" as
defined in  Section  422A of the  Internal  Revenue  Code.  In  addition  to and
notwithstanding  the foregoing,  the provisions of Section 17 below shall not be
amended  more than once every six months,  other than to comport with changes in
the Internal Revenue Code, the Employee  Retirement  Income Security Act, or the
rules thereunder.

<PAGE>

                                   SECTION 16.
                        NO OBLIGATION TO EXERCISE OPTION

         The granting of an option shall impose no obligation  upon the Optionee
to exercise such option.  Further, the granting of an option hereunder shall not
impose upon the Company or any  Subsidiary any obligation to retain the Optionee
in its employ or as a director for any period.


                                   SECTION 17.
                  GRANTING OF OPTIONS TO NON-EMPLOYEE DIRECTORS


         (a)  Upon  Joining  Board.  Each  Non-Employee  Director  who was or is
         elected for the first time as a director of the Company  after  October
         3, 1991,  shall,  as of November 11, 1992 (with respect to Non-Employee
         Directors elected on or before such date of approval) or as of the date
         of such election (with respect to Non-Employee  Directors elected after
         such date of approval),  automatically be granted an option to purchase
         10,000 shares of the Common Stock at an option price per share equal to
         100% of the fair market  value of the Common  Stock on such date.  Such
         option shall be immediately exercisable to the extent of twenty percent
         (2,000  shares),  and  shall  become  exercisable  to the  extent of an
         additional  twenty percent (2,000 shares) of the total number of shares
         subject to such option on each of the first,  second,  third and fourth
         anniversaries of the date of grant.

         (b) Upon Re-election to Board. Each  Non-Employee  Director who, on and
         after  November 11,  1992,  the date of approval of this Section by the
         Board,  is  re-elected  as a director  of the  Company or whose term of
         office continues after a meeting of shareholders at which directors are
         elected  shall,  as of the  date of  such  re-election  or  shareholder
         meeting, automatically be granted an option to purchase 2,000 shares of
         the Common Stock at an option price per share equal to 100% of the fair
         market  value of the Common  Stock on the date of such  re-election  or
         shareholder meeting; provided that a Non-Employee Director who received
         an option  pursuant  to  subsection  (a) above shall not be entitled to
         receive an option pursuant to this subsection (b) until at least twelve
         months  after such  Non-Employee  Director's  initial  election  to the
         Board.  Options  granted  pursuant  to this  subsection  (b)  shall  be
         immediately exercisable in full.

         (c) General. No director shall receive more than one option to purchase
         2,000 shares  pursuant to this  Section 17 in any one fiscal year.  All
         options  granted  pursuant to this  Section 17 shall be  designated  as
         non-qualified  options  and  shall be  subject  to the same  terms  and
         provisions   as  are  then  in  effect  with  respect  to  granting  of
         non-qualified  options to officers and employees of the Company  except
         that the option  shall  expire on the earlier of (i) three months after
         the optionee  ceases to be a director  (except by  disability or death)
         and (ii) ten (10) years  after the date of grant.  Notwithstanding  the
         foregoing,  in the event of the  disability or death of a  Non-Employee
         Director,  any option  granted  to such  Non-Employee  Director  may be
         exercised at any time within twelve  months of the  disability or death
         of such  Non-Employee  Director or on the date on which the option,  by
         its terms expires, whichever is earlier.