EXHIBIT 10.2

                            PHOTO CONTROL CORPORATION
                            2004 STOCK INCENTIVE PLAN

I.       THE PURPOSE; EFFECT ON PRIOR PLANS

         The purpose of this Plan is to promote the success of the Company by
providing an additional means to attract, motivate and retain employees and
through the grant of Options and other Awards that provide added long term
incentives for high levels of performance and to improve the financial
performance of the Company. The Plan is intended to replace the Company's prior
stock option plan. The Company will not issue additional options under the prior
plan.

II.      DEFINITIONS.

         2.1      Definitions.

                  (a)      "Administrator" shall mean the Compensation Committee
or any other Committee of directors appointed by the Board for purposes of
serving as the Committee under this Plan.

                  (b)      "Award" shall mean a Nonqualified Stock Option, an
Incentive Stock Option, a Performance Stock Option, a Reload Option, a Stock
Appreciation Right, a Restricted Stock Award, a Performance Share Award, or any
other stock award granted under this Plan.

                  (c)      "Award Agreement" shall mean a written agreement
setting forth the terms of an Award.

                  (d)      "Award Date" shall mean the date upon which the
Administrator took the action granting an Award or such later date as is
prescribed by the Administrator.

                  (e)      "Award Period" shall mean the period beginning on an
Award Date and ending on the expiration date of such Award.

                  (f)      "Beneficiary" shall mean the person, persons, trust
or trusts entitled by will or the laws of descent and distribution to receive
the benefits specified under this Plan in the event of a Participant's death,
and shall mean the Award holder's executor or administrator in such
circumstances if no other Beneficiary is identified and able to act.

                  (g)      "Board" shall mean the Board of Directors of the
Corporation.

                  (h)      "Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time.

                  (i)      "Commission" shall mean the Securities and Exchange
Commission.

                  (j)      "Committee" shall mean a committee appointed by the
Board of Directors.

                  (k)      "Common Stock" shall mean the Common Stock of the
Corporation.

                  (l)      "Company" shall mean, collectively, Photo Control
Corporation and its Subsidiaries.

                  (m)      "Consultant" means any person or entity, other than
an officer or director of the Company, who provides consulting or advisory
services (other than as an Employee) to the Company.

                  (n)      "Corporation" shall mean Photo Control Corporation
and its successors.

                  (o)      "Director" shall mean any member of the Board.

                  (p)      "Eligible Employee" shall mean an officer or employee
of the Company.



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                  (q)      "Event" shall mean (i) the dissolution or liquidation
of the Corporation or a merger, consolidation, or reorganization of the
Corporation with one or more other entities in which the Corporation is not the
surviving entity (other than a merger solely for the purpose of incorporating in
another state), (ii) a sale of substantially all of the assets of the
Corporation to another person or entity, or (iii) any transaction or series of
related transactions (including without limitation a merger or reorganization in
which the Corporation is the surviving entity) which results in any person or
entity (other than persons who are stockholders or Subsidiaries immediately
prior to the transaction) owning 50% or more of the combined voting power of all
classes of stock of the Corporation.

                  (r)      "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended.

                  (s)      "Fair Market Value" shall mean (i) if the stock is
listed or admitted to trade on a national securities exchange, the closing price
of the stock on the Composite Tape, as published in the Midwest Edition of The
Wall Street Journal, of the principal national securities exchange on which the
stock is so listed or admitted to trade, on such date, or, if there is no
trading of the stock on such date, then the closing price of the stock as quoted
on such Composite Tape on the next preceding date on which there was trading in
such shares; (ii) if the stock is not listed or admitted to trade on a national
securities exchange, the last price for the stock on such date, as furnished by
the National Association of Securities Dealers, Inc. ("NASD") through the NASDAQ
Reporting System or a similar organization if the NASD is no longer reporting
such information; or (iii) if the stock is not listed or admitted to trade on a
national securities exchange and is not reported on the NASDAQ Reporting System,
the values established by the Administrator for purposes of the Plan.

                  (t)      "Incentive Stock Option" shall mean an option which
is designated as an incentive stock option within the meaning of Section 422 of
the Code, the award of which contains such provisions as are necessary to comply
with that section.

                  (u)      "Nonqualified Stock Option" shall mean an option
which is designated as a Nonqualified Stock Option or an option that fails (or
to the extent that it fails) to satisfy the applicable requirements under the
Code for an Incentive Stock Option.

                  (v)      "Option" shall mean an option to purchase Common
Stock under this Plan. An Option shall be designated by the Administrator as a
Nonqualified Stock Option, an Incentive Stock Option, or a Performance Stock
Option.

                  (w)      "Optionee" shall mean the person to whom an Option is
granted.

                  (x)      "Participant" shall mean an Eligible Employee,
Consultant or Director who has been granted an Award.

                  (y)      "Performance Share Award" shall mean an award of
shares of Common Stock, issuance of which is contingent upon attainment of
performance objectives specified by the Administrator.

                  (z)      "Performance Stock Option" shall mean an option
granted under Section 4.6 of this Plan, the exercise of which is contingent upon
the attainment of specified performance objectives.

                  (aa)     "Personal Representative" shall mean the legal
representative or representatives who, upon the disability or incompetence of a
Participant, shall have acquired on behalf of the Participant by legal
proceeding or otherwise the power to exercise the rights and receive the
benefits specified in this Plan.

                  (bb)     "Plan" shall mean this 2004 Stock Incentive Plan.

                  (cc)     "Reload Option" shall have the meaning set forth in
Section 4.8 of this Plan.

                  (dd)     "Restricted Stock" shall mean those shares of Common
Stock issued pursuant to a Restricted Stock Award which are subject to the
restrictions set forth in the related Award Agreement.



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                  (ee)     "Restricted Stock Award" shall mean an award of a
fixed number of shares of Common Stock to the Participant subject, however, to
payment of such consideration, if any, and such forfeiture provisions, as are
set forth in the Award Agreement.

                  (ff)     "Retirement" shall mean termination of employment by
means of retirement after the age of 65.

                  (gg)     "Rule l6b-3" means Rule l6b-3 under Section 16 of the
Exchange Act, as applicable to this Plan and as the same may be amended from
time to time.

                  (ii)     "Section l6 Person" means a person subject to the
reporting requirements of Section 16(a) of the Exchange Act.

                  (jj)     "Securities Act" shall mean the Securities Act of
1933.

                  (hh)     "Stock Appreciation Right" shall mean a right to
receive a number of shares of Common Stock or an amount of cash, or a
combination of shares and cash, determined as provided in the applicable Section
of this Plan or in the Award Agreement with respect thereto.

                  (ii)     "Subsidiary" shall mean any corporation or other
entity a majority or more of whose outstanding voting stock or voting power is
beneficially owned directly or indirectly by the Corporation.

                  (jj)     "Tax-Offset Bonus" shall mean a bonus payable upon
exercise of a nonstatutory Option, upon a disqualifying disposition of Common
Stock acquired pursuant to the exercise of an Incentive Stock Option or upon the
vesting of a Restricted Stock Award, determined as provided in the applicable
Section of this Plan or in an Award Agreement providing for such Bonus.

                  (kk)     "Total Disability" shall mean a "permanent and total
disability" within the meaning of Section 22(e)(3) of the Code.

III.     THE PLAN

         3.1      Administration.

                  (a)      This Plan shall be administered by the Administrator
which must include two or more members of the Board who are appointed from time
to time by the Board and who are outside, independent Board members and who, in
the judgment of the Board, are qualified to administer the Plan as contemplated
by (i) Rule 16b-3, (ii) Section 162(m) of the Code and the regulations
thereunder (or any successor Section and regulations), and (iii) any rules and
regulations of a stock exchange, NASDAQ or any reporting organization on which
Common Stock is traded or listed. Any member of the Administrator who does not
satisfy or ceases to satisfy the qualifications set out in the preceding
sentence may recuse himself or herself from any vote or other action taken by
the Administrator. The Board may, at any time and in its complete discretion,
remove any member of the Administrator and may fill any vacancy on the
Administrator.

                  (b)      Subject to the express provisions of this Plan, the
Administrator shall have the authority to construe and interpret this Plan and
any agreements defining the rights and obligations of the Company and
Participants under this Plan; to determine and establish the terms and
conditions of Award Agreements, to identify among Eligible Employees, Directors
and Consultants those to whom Awards will be granted and (consistent with
express limits of this Plan) the terms of such Awards; to further define the
terms used in this Plan and prescribe, amend and rescind rules and regulations
relating to the administration of this Plan; either generally or on a case by
case base to establish terms and conditions pertaining to termination of
employment, modify or amend any outstanding Award or waive any condition or
restriction of an Award, or extend (up to a maximum term of ten (10) years after
the initial Award Date) the term or post-termination exercise period of any
outstanding Award, or reduce (subject to Sections 4.4, 5.2(d) and 8.5) the
minimum vesting period after initial grant to a Participant; to determine the
duration and purposes of leaves of absence which may be granted to Participants
without constituting a


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termination of their employment for purposes of this Plan; and to make all other
determinations necessary or advisable for the administration of this Plan. The
determinations of the Administrator on the foregoing matters shall be conclusive
and binding upon all parties.

                  (c)      Any action required or permitted to be taken by the
Administrator under the Plan shall require the affirmative vote of a majority of
a quorum of the members of the Administrator. A majority of the members of the
Administrator shall constitute a quorum for Administrator business. The
Administrator may act by written determination instead of by affirmative vote at
a meeting, provided that any written determination shall be signed by all
members of the Administrator, and any such written determination shall be as
fully effective as a majority vote of a quorum at a meeting. The Administrator
may delegate all or any part of its authority under the Plan to a subcommittee
of members of the Board and/or officers of the Company for purposes of
determining and administering Awards granted to any persons who are not Section
16 Persons.

                  (d)      Any determinations by, actions taken by, or inaction
of, the Corporation, any Subsidiary, the Board or the Administrator relating to
this Plan shall be within the absolute discretion of that entity or body and
shall be conclusive and binding on all persons and entities, including the
Company and successors. No member of the Administrator, or officer of the
Corporation or any Subsidiary, shall be liable for any such action or inaction.

         3.2      Participation. Awards of Incentive Stock Options may be
granted only to Eligible Employees. All other Awards may be granted to Eligible
Employees, Directors and Consultants. Any individual who has been granted an
Award may, if otherwise eligible, be granted additional Awards if the
Administrator shall so determine.

         3.3      Stock Subject to the Plan. The maximum aggregated amount of
Common Stock that may be issued pursuant to Awards granted under this Plan shall
not exceed 200,000 shares, subject to adjustment as set forth below and in
Section 8.2. Reload Options, however, may be granted pursuant to Section 4.8
without regard to the limit in the preceding sentence. Shares of Common Stock
available for grant under the Plan may be authorized and unissued shares,
treasury shares or shares purchased or held for purposes of the plan, or any
combination thereof. Shares issued upon assumption or conversion of outstanding
stock-based awards granted by an acquired company shall be disregarded in
applying the limitation set forth in this Section 3.3.

         3.4      Grant of Awards. Subject to the express provisions of the
Plan, the Administrator shall determine from the class of Eligible Employees,
Directors and Consultants those individuals to whom Awards under the Plan shall
be granted, the terms of Awards (which need not be identical) and the number of
shares of Common Stock subject to each Award. Each Award shall be subject to the
terms and conditions set forth in the Plan and such other terms and conditions
established by the Administrator as are not inconsistent with the purpose and
provisions of the Plan.

         3.5      Exercise of Awards. Notwithstanding any other provision of
this Plan, the Administrator may impose, by rule and in Award Agreements, such
conditions upon the exercise of Awards (including, without limitation,
conditions limiting the time of exercise to specified periods) as may be
required to satisfy applicable regulatory requirements, including without
limitation Rule l6b-3.

         3.6      Share Reservation. No Award may be granted under this Plan
unless, on the date of grant, the sum of (i) the maximum number of shares
issuable at any time pursuant to such Award, plus (ii) the number of shares that
previously have been issued pursuant to Awards granted under this Plan, other
than reacquired shares available for reissue consistent with any applicable
limitations under Rule 16b-3, plus (iii) the maximum number of shares that may
be issued after such date of grant pursuant to Awards granted under this Plan
that remain outstanding on such date, does not exceed the share limit in Section
3.3.

         3.7      Provisions for Certain Cash Awards. The number of Awards under
this Plan that are payable solely in cash that would constitute derivative
securities ("Cash Only Awards") shall be determined by reference to the number
of shares referenced for purpose of determining the value or price of the Cash
Only Award (the "underlying shares"). The maximum number of Cash Only Awards
under this Plan shall not, together with the number of shares previously issued
and subject to then outstanding Awards payable (or deemed payable) in shares
under this Plan, exceed the share limit in Section 3.3. To the extent that any
Cash Only Awards expire or are terminated without the cash payment being made,
the underlying shares shall again be available under this Plan.


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         3.8      Reissue of Awards and Shares. Other Awards payable in cash or
payable in cash or shares that are forfeited or for any reason are not so paid
under this Plan, as well as shares subject to Awards that expire or for any
reason are terminated and are not issued, shall again, to the extent permitted
under Rule l6b-3, be available for subsequent Awards under the Plan. The
foregoing shall not apply to any forfeited or unexercised Reload Options.

         3.9      Individual Limitation. The maximum number of shares underlying
Awards that may be granted to any one person during any given fiscal year of the
Corporation shall be 150,000 shares.

         3.10     Plan Not Exclusive. Nothing in this Plan shall limit or be
deemed to limit the authority of the Board or the Administrator to grant awards
or authorize any other compensation, with or without reference to the Common
Stock, under any other plan or authority.

IV.      OPTIONS.

         4.1      Grants. One or more Options may be granted to any Eligible
Employee, Director or Consultant. Each Option so granted shall be designated by
the Administrator as either a Nonqualified Stock Option, an Incentive Stock
Option (but only if the Award is to an Eligible Employee) or a Performance Stock
Option.

         4.2      Option Price.

                  (a)      Subject to applicable law, the purchase price per
share of the Common Stock covered by each Option shall be determined by the
Administrator, but in the case of any Incentive Stock Option, unless otherwise
permitted under the Code, shall not be less than 100% (or 110% in the case of a
Participant who owns or under applicable Code provisions is deemed to own more
than 10% of the total combined voting power of all classes of stock of the
Company) of the Fair Market Value of the Common Stock on the date the Incentive
Stock Option is granted. The purchase price of any shares purchased on exercise
of any Option shall be paid in full at the time of each purchase in one or a
combination of the following methods:

                           (i)      in cash, or by check payable to the order of
         the Corporation,

                           (ii)     if authorized by the Administrator or
         specified in the Option being exercised, by a promissory note made by
         the Participant in favor of the Corporation, upon the terms and
         conditions determined by the Administrator, bearing interest at a rate
         sufficient to avoid imputed interest under the Code, and secured by the
         Common Stock issuable upon exercise in compliance with applicable law
         (including, without limitation, state corporate law and federal margin
         requirements), or

                           (iii)    by shares of Common Stock of the Corporation
         already owned by the Participant; provided, however, the Administrator
         may in its absolute discretion limit the Participant's ability to
         exercise an Option by delivering shares, and any shares delivered which
         were initially acquired upon exercise of a stock option must have been
         owned by the Participant at least six months as of the date of
         delivery.

                  Shares of Common Stock used to satisfy the exercise price of
an Option shall be valued at their Fair Market Value on the date of exercise.

                  (b)      In addition to the payment methods described in
subsection (a), the Option may provide that the Option can be exercised and
payment made by delivering a properly executed exercise notice together with
irrevocable instructions to a bank or broker to promptly deliver to the
Corporation the amount of sale or loan proceeds necessary to pay the exercise
price and, unless otherwise allowed by the Administrator, any applicable tax
withholding under Section 8.6. The Corporation shall not be obligated to deliver
certificates for the shares unless and until it receives full payment of the
exercise price therefor.

                  (c)      An Option shall be deemed to be exercised when the
Secretary of the Corporation receives written notice of such exercise from the
Participant, together with payment of the purchase price made in accordance with
Section 4.2(a) and satisfaction of any applicable tax withholding under Section
6.6, except to the


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extent payment may be permitted to be made following delivery of written notice
of exercise in accordance with Section 4.2(b).

                  (d)      At the discretion of the Committee, an Optionee may
also arrange to have the appropriate number of shares otherwise issuable upon
exercise withheld or sold to cover the withholding tax liability associated with
the Option exercise.

                  (e)      Notwithstanding any other provision of the Plan, at
the sole discretion of the Committee, an Optionee may, at least six months
before exercising any Nonqualified Stock Option granted to him or her under the
Plan, elect to defer the receipt of any shares upon the exercise of such Option
by entering into a deferred compensation agreement approved by the Committee.

         4.3      Option Period. Each Option and all rights or obligations
thereunder shall expire on such date as shall be determined by the
Administrator, but not later than 10 years after the Award Date, and shall be
subject to earlier termination as hereinafter provided.

         4.4      Exercise of Options. The Administrator may, at any time after
grant of the Option and from time to time, increase the number of shares
purchasable on or after any particular date so long as the total number of
shares then subject to the Option is not increased. No Option shall be
exercisable except in respect of whole shares, and fractional share interests
shall be disregarded. Not less than 10 shares of Common Stock may be purchased
at one time unless the number purchased is the total number at the time
available for purchase under the terms of the Option.

         4.5      Limitations on Grant of Incentive Stock Options.

                  (a)      To the extent that the aggregate Fair Market Value of
stock with respect to which an Option intended as an Incentive Stock Option
under this Plan, or under any other plan of the Company under which incentive
stock options may be granted, first exercisable by a Participant in any calendar
year exceeds $100,000, such options shall be treated as Nonqualified Stock
Options. To the extent any discretionary action is necessary to meet any such
limits, the Administrator on behalf of the Corporation may, in the manner and to
the extent permitted by law, take such action.

                  (b)      There shall be imposed in any Award Agreement
relating to Incentive Stock Options such terms and conditions as are required in
order that the Option be an "incentive stock option" as that term is defined in
Section 422 of the Code.

                  (c)      Unless otherwise permitted under applicable
provisions of the Code, no Incentive Stock Option may be granted to any person
who, at the time the Incentive Stock Option is granted, owns or under applicable
Code provisions is deemed to own shares of outstanding Common Stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company, unless the exercise price of such Option is at least 110% of the Fair
Market Value of the stock subject to the Option and such Option by its terms is
not exercisable after the expiration of five years from the date such Option is
granted.

         4.6      Performance Stock Options. The Administrator may grant
Performance Stock Options to Eligible Employees, Directors and Consultants whose
performance is deemed by the Administrator to have a direct relationship to the
improvement of the earnings of the Company. Vesting of such Options shall be
contingent upon attainment of performance objectives measured by one or more of
the following business criteria: (1) total stockholder return, (2) such total
stockholder return as compared to total return (on a comparable basis) of a
publicly available index such as, but not limited to, the Standard & Poor's 500
Stock Index, (3) net income, (4) pretax earnings, (5) earnings before interest
expense, taxes, depreciation and amortization, (6) pretax operating earnings
after interest expense and before bonuses, service fees, and extraordinary or
special items, (7) operating margin, (8) earnings per share, (9) return on
equity, (10) return on capital, (11) return on investment, (12) operating
earnings, (13) working capital, (14) ratio of debt to stockholders' equity, (15)
revenue, (16) cash flow, (17) profit before interest and taxes, (18) product
developments or regulatory milestones, and (19) geographical expansion.


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         4.7      Tax Offset Bonuses. In its discretion the Administrator may,
in the Award Agreement, provide for a Tax-Offset Bonus to any Participant upon
exercise of Stock Appreciation Rights or Nonqualified or Performance Stock
Options or upon the vesting or lapsing of restrictions of a Performance Share
Award or Restricted Stock Award, or to any Participant who elects to make a
disqualifying disposition (as defined in Section 422(a)(l) of the Code) of
Common Stock acquired pursuant to the exercise of an Incentive Stock Option. The
Tax-Offset Bonus shall be in the form of a cash payment equal to a percentage of
the difference between the exercise or purchase price and the Fair Market Value
on the date of exercise, vesting or lapsing of restrictions of the Common Stock
with respect to which the Bonus is payable. Such percentage shall be designed to
offset the impact of additional taxes which result from the exercise, lapsing of
restrictions or vesting of the Award or the disqualifying disposition, as the
case may be.

         4.8      Reload Options. If an Optionee tenders shares of Common Stock
to pay the exercise price of an Option in accordance with Section 4.2(a)(iii) or
arranges to have a portion of the shares otherwise issuable upon exercise
withheld or sold to pay the applicable withholding taxes in accordance with
Section 4.2(d), the Optionee may receive, at the discretion of the Committee, a
new "Reload Option" equal to the number of shares tendered to pay the exercise
price and the number of shares used to pay withholding taxes. Reload Options
shall be issued only as Nonqualified Stock Options and will be granted under
such terms, conditions, restrictions and limitations as may be determined by the
Committee from time to time. Reload Options may also be granted in connection
with the exercise of options granted under any other plan of the Company which
may be designated by the Committee from time to time, except as to Incentive
Stock Options which have already been granted.

V.       STOCK APPRECIATION RIGHTS.

         5.1      Grants. In its discretion, the Administrator may grant Stock
Appreciation Rights concurrently with the grant of Options. A Stock Appreciation
Right shall extend to all or a portion of the shares covered by the related
Option. A Stock Appreciation Right shall entitle the Participant who holds the
related Option, upon exercise of the Stock Appreciation Right and surrender of
the related Option, or portion thereof, to the extent the Stock Appreciation
Right and related Option each were previously unexercised, to receive payment of
an amount determined pursuant to Section 5.3. Any Stock Appreciation Right
granted in connection with an Incentive Stock Option shall contain such terms as
may be required to comply with the provisions of Section 422 of the Code and the
regulations promulgated thereunder. In its discretion, the Administrator may
also grant Stock Appreciation Rights independently of any Option subject to such
conditions as the Administrator may in its absolute discretion provide.

         5.2      Exercise of Stock Appreciation Rights.

                  (a)      A Stock Appreciation Right granted concurrently with
an option shall be exercisable only at such time or times, and to the extent,
that the related Option shall be exercisable and only when the Fair Market Value
of the stock subject to the related Option exceeds the exercise price of the
related Option.

                  (b)      In the event that a Stock Appreciation Right granted
concurrently with an Option is exercised, the number of shares of Common Stock
subject to the related Option shall be charged against the maximum amount of
Common Stock that may be issued or transferred pursuant to Awards under this
Plan. The number of shares subject to the Stock Appreciation Right and the
related Option of the Participant shall also be reduced by such number of
shares.

                  (c)      If a Stock Appreciation Right granted concurrently
with an Option extends to less than all the shares covered by the related Option
and if a portion of the related Option is thereafter exercised, the number of
shares subject to the unexercised Stock Appreciation Right shall be reduced only
if and to the extent that the remaining number of shares covered by such related
Option is less than the remaining number of shares subject to such Stock
Appreciation Right.

                  (d)      A Stock Appreciation Right granted independently of
any Option shall be exercisable pursuant to the terms of the Award Agreement.



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         5.3      Payment.

                  (a)      Upon exercise of a Stock Appreciation Right and
surrender of an exercisable portion of the related Option, the Participant shall
be entitled to receive payment of an amount determined by multiplying:

                           (1)      the difference obtained by subtracting the
         exercise price per share of Common Stock under the related Option from
         the Fair Market Value of a share of Common Stock on the date of
         exercise of the Stock Appreciation Right, by

                           (2)      the number of shares with respect to which
         the Stock Appreciation Right shall have been exercised.

                  (b)      The Administrator, in its sole discretion, may settle
the amount determined under paragraph (a) above solely in cash, solely in shares
of Common Stock (valued at Fair Market Value on the date of exercise of the
Stock Appreciation Right), or partly in such shares and partly in cash, provided
that the Administrator shall have determined that such exercise and payment are
consistent with applicable law. In any event, cash shall be paid in lieu of
fractional shares. Absent a determination to the contrary, all Stock
Appreciation Rights shall be settled in cash as soon as practicable after
exercise. The exercise price for the Stock Appreciation Right shall be the
exercise price of the related Option. Notwithstanding the foregoing, the
Administrator may, in the Award Agreement, determine the maximum amount of cash
or stock or a combination thereof which may be delivered upon exercise of a
Stock Appreciation Right.

                  (c)      Upon exercise of a Stock Appreciation Right granted
independently of any Option, the Participant shall be entitled to receive
payment of an amount based on a percentage, specified in the Award Agreement, of
the difference obtained by subtracting the Fair Market Value per share of Common
Stock on the Award Date from the Fair Market Value per share of Common Stock on
the date of exercise of the Stock Appreciation Right. Such amount shall be paid
as described in paragraph (b) above.

VI.      RESTRICTED STOCK AWARDS.

         6.1      Grants. Subject to Section 3.3, the Administrator may, in its
discretion, grant one or more Restricted Stock Awards to any Eligible Employee,
Director or Consultant. Each Restricted Stock Award Agreement shall specify the
number of shares of Common Stock to be issued to the Participant, the date of
such issuance, the consideration to be paid for such shares by the Participant
and the restrictions imposed on such shares, which restrictions shall
termination not later than ten (10) years after the Award Date.

         6.2      Restrictions.

                  (a)      Except as provided in or pursuant to Sections 8.4 or
8.12, shares of Common Stock comprising Restricted Stock Awards may not be sold,
assigned, transferred, pledged or otherwise disposed of or encumbered, either
voluntarily or involuntarily, until such shares have vested.

                  (b)      Unless the Administrator otherwise provides,
Participants receiving Restricted Stock shall be entitled to dividend and voting
rights for the shares issued even though they are not vested, provided that such
rights shall terminate immediately as to any forfeited Restricted Stock.

                  (c)      In the event that the Participant shall have paid
cash in connection with the Restricted Stock Award, the Award Agreement shall
specify whether and to what extent such cash shall be returned upon a forfeiture
(with or without an earnings factor).

                  (d)      Restricted Stock Awards may include performance or
other conditions to vesting as the Administrator
deems appropriate.

VII.     PERFORMANCE SHARE AWARDS.

         7.1      Grants. The Administrator may, in its discretion, grant other
types of performance-based Awards related to equity of the Company or any part
thereof ("Performance Share Awards") to Eligible Employees, Directors or
Consultants based upon such factors as the Administrator shall determine. A
Performance Share Award


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Agreement shall specify the number of shares of Common Stock subject to the
Performance Share Award, the price, if any, to be paid for such shares by the
Participant and the conditions upon which issuance to the Participant shall be
based, which issuance shall not be later than ten (10) years after the Award
Date.

VIII.    OTHER PROVISIONS.

         8.1      Rights of Eligible Employees, Participants and Beneficiaries.

                  (a)      Adoption of this Plan shall not be construed as a
commitment that any Award will be made under this Plan to an Eligible Employee
or to Eligible Employees generally.

                  (b)      Nothing contained in this Plan (or in Award
Agreements or in any other documents related to this Plan or to Awards) shall
confer upon any Eligible Employee or Participant any right to continue in the
employ of the Company or constitute any contract or agreement of employment, or
interfere in any way with the right of the Company to reduce such person's
compensation or other benefits or to terminate the employment of such Eligible
Employee or Participant, with or without cause. Nothing contained in this Plan
or any document related thereto shall affect any other contractual right of any
Eligible Employee or Participant.

         8.2      Adjustments Upon Changes in Capitalization.

                  (a)      If the outstanding shares of Common Stock are changed
into or exchanged for cash or a different number or kind of shares or securities
of the Corporation or of another issuer, or if additional shares or new or
different securities are distributed with respect to the outstanding shares of
the Common Stock, through a reorganization or merger to which the Corporation is
a party, or through a combination, consolidation, recapitalization,
reclassification, stock split, stock dividend, reverse stock split, stock
consolidation or other capital change or adjustment, an appropriate
proportionate, equitable adjustment shall be made in the number and kind of
shares or other consideration that is subject to or may be delivered under this
Plan and pursuant to outstanding Awards. Corresponding adjustments to the
consideration payable with respect to Awards granted prior to any such change
and to the price, if any, paid in connection with or the criteria applicable to
Restricted Stock Awards or Performance Share Awards shall also be made. Any such
adjustments, however, shall be made without change in the total payment, if any,
applicable to the portion of the Award not exercised but with a corresponding
adjustment in the price for each share. Corresponding adjustments shall be made
with respect to Stock Appreciation Rights based upon the adjustments made to the
Options to which they are related or, in the case of Stock Appreciation Rights
granted independently of any Option, based upon the adjustments made to Common
Stock.

                  (b)      Upon a reorganization, merger or consolidation of the
Corporation where the Corporation is the surviving entity and which does not
constitute an Event, any Option or Stock Appreciation Right theretofore granted
pursuant to the Plan shall pertain to and apply to the securities to which a
holder of the number of shares of Common Stock subject to such Option or Stock
Appreciation Right would have been entitled immediately following such
reorganization, merger or consolidation, with a corresponding proportionate
adjustment of the exercise price of the Option or Stock Appreciation Right per
share so that the aggregate consideration required for its exercise does not
change. In the event of a transaction described in this Section 8.2(b),
Restricted Stock Awards and Performance Share Awards shall be adjusted so as to
apply to the securities that a holder of the number of shares of Common Stock
subject to the Restricted Stock Award or Performance Share Award would have been
entitled to receive immediately following such transaction. Subject to any
contrary language in an Award Agreement, any restrictions applicable to such
Award shall continue to apply and shall apply as well to any replacement shares
received by Participant as a result of a transaction described in this Section
8.2(b).

                  (c)      In adjusting Awards to reflect the changes described
in this Section 8.2, or in determining that no such adjustment is necessary, the
Administrator may rely upon the advice of independent counsel and accountants of
the Corporation, and the determination of the Administrator shall be conclusive.
No fractional shares of stock shall be issued under this Plan on account of any
such adjustment.

                  (d)      Upon the dissolution or liquidation of the
Corporation, the Plan shall terminate.



<PAGE>


         8.3      Termination of Employment.  Unless the Administrator otherwise
expressly provides, either in the applicable Award Agreement or by subsequent
modification thereof:

                  (a)      If the Participant's employment by the Company
terminates for any reason other than Retirement (except in cases involving
Incentive Stock Options), death or Total Disability, the Participant shall have,
subject to earlier termination pursuant to or as contemplated by Section 4.3,
three (3) months from the date of termination of employment to exercise any
Option to the extent it shall have become exercisable on the date of termination
of employment, and any Option not exercisable on that date shall terminate.
Notwithstanding the preceding sentence, in the event the Participant is
discharged for cause as determined by the Administrator in its sole discretion,
all Options shall terminate immediately upon receipt of the notice of
termination of employment.

                  (b)      If the Participant's employment by the Company
terminates as a result of Retirement (except in cases involving Incentive Stock
Options) or Total Disability, the Participant or Participant's Personal
Representative, as the case may be, shall have, subject to earlier termination
pursuant to or as contemplated by Section 4.3, twelve (12) months from the date
of termination of employment to exercise any Option to the extent it shall have
become exercisable by the date of termination of employment, and any Option not
exercisable on that date shall terminate.

                  (c)      If the Participant dies while employed by the Company
or during the twelve (12) month period referred to in subsection (b) above, the
Participant's Option shall be exercisable by the Participant's Beneficiary,
subject to earlier termination pursuant to or as contemplated by Section 4.3,
during the twelve (12) month period following the Participant's death, as to all
or any part of the shares of Common Stock covered thereby to the extent
exercisable on the date of death (or earlier termination).

                  (d)      Each Stock Appreciation Right granted concurrently
with an Option shall have the same termination provisions and exercisability
periods as the Option to which it relates. The termination provisions and
exercisability periods of any Stock Appreciation Right granted independently of
an Option shall be established in accordance with Section 5.2(d). The
exercisability period of a Stock Appreciation Right shall not exceed that
provided in Section 4.3 or in the related Award Agreement and the Stock
Appreciation Right shall expire at the end of such exercisability period.

                  (e)      In the event of termination of employment with the
Company for any reason, (i) shares of Common Stock subject to a Participant's
Restricted Stock Award shall be forfeited in accordance with the provisions of
the related Award Agreement to the extent such shares have not become vested on
that date; and (ii) shares of Common Stock subject to the Participant's
Performance Share Award shall be forfeited in accordance with the provisions of
the related Award Agreement to the extent such shares have not been issued or
become issuable on that date.

                  (f)      In the event of (or in anticipation of) a
Participant's termination of employment with the Company for any reason, other
than discharge for cause, the Administrator may, in its discretion, accelerate
the exercisability of or increase the portion of the Participant's Award
available to the Participant, or Participant's Beneficiary or Personal
Representative, as the case may be, or (subject to the ten (10)-year limit)
extend the period after termination during which the Award may continue to vest
and/or be exercisable upon such terms and subject to such conditions as the
Administrator shall determine.

                  (g)      If an entity ceases to be a Subsidiary, such action
shall be deemed for purposes of this Section 8.3 to be a termination of
employment of each employee of that entity who does not continue as an employee
of another entity within the Company.

         8.4      Events.

                  (a)      Subject to any contrary language in an Award
Agreement, upon the occurrence of an Event, (i) each Performance Share Award and
Restricted Stock Award shall be deemed to have fully vested free of
restrictions; and (ii) either of the following two actions shall be taken: (A)
fifteen days prior to the scheduled consummation of an Event, all Options and
Stock Appreciation Rights shall become immediately exercisable and shall remain
exercisable for fifteen days, or (B) the Board may elect, in its sole
discretion, to cancel any outstanding Options and Stock


<PAGE>


Appreciation Rights and pay or deliver, or cause to be paid and delivered, to
the holder thereof an amount in cash or securities having a value (as determined
by the Board acting in good faith) equal to the product of the number of shares
subject to the Option or Stock Appreciation Right multiplied by the amount, if
any, by which the formula or fixed price per share paid to holders of shares of
Common Stock pursuant to the Event exceeds the exercise price of the Option or
Stock Appreciation Right applicable to such shares.

                  (b)      With respect to the Company's establishment of an
exercise window, (i) any exercise of an Option and Stock Appreciation Right
during such fifteen-day period shall be conditioned upon the consummation of the
Event and shall be effective only immediately before the consummation of the
Event, and (ii) upon consummation of any Event all outstanding but unexercised
Options and Stock Appreciation Rights shall terminate. The Board shall send
written notice of an Event that will result in such a termination to all
individuals who hold Options and Stock Appreciation Rights not later than the
time at which the Company gives notice thereof to its shareholders.

                  (c)      Section 8.4(a) and (b) shall not apply to any Event
to the extent that provision is made in writing in connection with such Event
for the assumption or continuation of the Options, Stock Appreciation Rights,
Performance Share Awards and Restricted Stock Awards theretofore granted, or for
the substitution for such Options, Stock Appreciation Rights, Performance Share
Awards and Restricted Stock Awards for new common stock options and stock
appreciation rights and new common stock restricted stock and performance share
awards relating to the stock of a successor entity, or a parent or subsidiary
thereof, with appropriate adjustments as to the number of shares (disregarding
any consideration that is not common stock) and option and stock appreciation
right exercise prices. In the event such provision is made, the Plan, Options,
Stock Appreciation Rights, Performance Share Awards and Restricted Stock Awards
theretofore granted shall continue in the manner and under the terms so
provided.

         8.5      Government Regulations. This Plan, the granting of Awards
under this Plan and the issuance or transfer of shares of Common Stock (and/or
the payment of money) pursuant thereto are subject to all applicable federal and
state laws, rules and regulations and to such approvals by any regulatory or
governmental agency (including without limitation "no action" positions of the
Commission) which may, in the opinion of counsel for the Corporation, be
necessary or advisable in connection therewith. Without limiting the generality
of the foregoing, no Awards may be granted under this Plan, and no shares shall
be issued by the Corporation, nor cash payments made by the Corporation,
pursuant to or in connection with any such Award, unless and until, in each such
case, all legal requirements applicable to the issuance or payment have, in the
opinion of counsel to the Corporation, been complied with. In connection with
any stock issuance or transfer, the person acquiring the shares shall, if
requested by the Corporation, give assurances satisfactory to counsel to the
Corporation in respect of such matters as the Corporation may deem desirable to
assure compliance with all applicable legal requirements.

         8.6      Tax Withholding.

                  (a)      Upon the disposition by a Participant or other person
of shares of Common Stock acquired pursuant to the exercise of an Incentive
Stock Option prior to satisfaction of the holding period requirements of Section
422 of the Code, or upon the exercise of a Nonqualified Stock Option or a
Performance Stock Option, the exercise of a Stock Appreciation Right, the
vesting of a Restricted Stock Award, the payment of a Performance Share Award,
payment pursuant to a Stock Depreciation Right or payment of a Tax-Offset Bonus,
the Company shall have the right to require such Participant or such other
person to pay by cash, or certified or cashier's check payable to the Company,
the amount of any taxes which the Company may be required to withhold with
respect to such transactions. The above notwithstanding, in any case where a tax
is required to be withheld in connection with the issuance or transfer of shares
of Common Stock under this Plan, the Participant may elect, pursuant to such
rules as the Administrator may establish, to have the Company reduce the number
of such shares issued or transferred by the appropriate number of shares to
accomplish such withholding; provided, the Administrator may impose such
conditions on the payment of any withholding obligation as may be required to
satisfy applicable regulatory requirements, including, without limitation, Rule
16b-3 promulgated by the Commission pursuant to the Exchange Act.

                  (b)      The Administrator may, in its discretion and to the
extent permitted by law, permit a loan from the Company to a Participant in the
amount of any taxes which the Company may be required to withhold with


<PAGE>


respect to shares of Common Stock received pursuant to a transaction described
in subsection (a) above. Such a loan will be for a term, at a rate of interest
and pursuant to such other terms and rules as the Administrator may establish.

         8.7      Amendment, Termination and Suspension.

                  (a)      The Board may, at any time, terminate or, from time
to time, amend, modify or suspend this Plan. The amendment shall be approved by
the stockholders to the extent then required by Rule 16b-3, Section 424 of the
Internal Revenue Code or any successors thereto, or any other applicable law or
rules.

                  (b)      In the case of Awards issued before the effective
date of any amendment, suspension or termination of this Plan, such amendment,
suspension or termination of this Plan shall not, without specific action of the
Administrator and the consent of the Participant, in any manner materially
adverse to the Participant, modify, amend, alter or impair any rights or
obligations under any Award previously granted under this Plan.

                  (c)      No Awards may be granted during any suspension of
this Plan or after its termination, but Awards theretofore granted may be
amended to the same extent as if this Plan had not been terminated or suspended,
provided no additional shares become the subject of the Award by reasons of the
amendment.

                  (d)      The Administrator may, subject to the consent of the
Participant in the case of an amendment that might have a material adverse
effect on the Participant, make such modifications of the terms and conditions
of such Participant's Award as it shall deem advisable, including an amendment
to the terms of any Option to provide that the Option price of the shares
remaining subject to the original Award shall be established at a price not less
than 100% of the Fair Market Value of the Common Stock on the effective date of
the amendment. No modification of any other term or provision of any Option
which is amended in accordance with the foregoing shall be required, although
the Administrator may, in its discretion, make such other modifications of any
such Option as are not inconsistent with or prohibited by this Plan.

                  (e)      Adjustments pursuant to Section 8.2 shall not be
deemed amendments requiring the consent of the Participant.

         8.8      Privileges of Stock Ownership; Nondistributive Intent. A
Participant shall not be entitled to the privilege of stock ownership as to any
shares of Common Stock not actually issued to him or her. Upon the issuance and
transfer of shares to the Participant, unless a registration statement is in
effect under the Securities Act, relating to such issued and transferred Common
Stock and there is available for delivery a prospectus meeting the requirements
of Section 10 of the Securities Act, the Common Stock may be issued and
transferred to the Participant only if he or she represents and warrants in
writing to the Corporation that the shares are being acquired for investment and
not with a view to the resale or distribution thereof. No shares shall be issued
and transferred unless and until there shall have been full compliance with any
then applicable regulatory requirements (including those of exchanges upon which
any Common Stock of the Corporation may be listed).

         8.9      Effective Date of the Plan.  This Plan shall be effective upon
its approval by the shareholders of the Corporation.

         8.10     Term of the Plan. Unless previously terminated by the Board,
this Plan shall terminate at the close of business on May 9, 2014, and no Awards
shall be granted under it thereafter, but such termination shall not affect any
Award theretofore granted or the authority of the Administrator with respect to
then outstanding Awards.

         8.11     Governing Law. This Plan and the documents evidencing Awards
and all other related documents shall be governed by, and construed in
accordance with, the laws of the State of Minnesota. If any provision shall be
held by a court of competent jurisdiction to be invalid and unenforceable, the
remaining provisions of this Plan shall continue to be fully effective.

         8.12     Transfer Restrictions.

                  (a)      Awards constituting derivative securities shall be
exercisable only by, and shares, cash or other property payable pursuant to such
Awards shall be paid only to, the Participant (or, in the event of the


<PAGE>


Participant's death, to the Participant's Beneficiary or, in the event of the
Participant's Total Disability, to the Participant's Personal Representative or,
if there is none, to the Participant). Other than by will or the laws of descent
and distribution, no such Awards, or interest in or under any such Award or this
Plan, shall be transferable or subject in any manner to encumbrance or other
charge and any such attempted transfer or charge shall be void.

                  (b)      The restrictions on exercise, transfer and payment in
Section 8.12 (a) shall not be deemed to prohibit (l) "cashless exercise"
procedures through unaffiliated third parties which provide financing for the
purpose of exercising an Award consistent with applicable legal restrictions and
Rule 16b-3, nor (2) to the extent permitted by the Administrator and expressly
set forth in the Award Agreement or an amendment thereto, transfers (other than
transfers of Incentive Stock Options) without consideration for estate or
financial planning purposes, notwithstanding that the inclusion of such features
may render the particular Awards ineligible for the benefits of Rule l6b-3, nor
(3) in the case of Participants who are not Section 16 Persons, transfers in
such other circumstances as the Administrator may (to the extent consistent with
Rule 16b-3, applicable provisions of the Code and applicable securities or other
laws) in the applicable Award Agreement or other writing expressly provide, nor
(4) the subsequent transfer of shares issued on exercise of a derivative
security or the vesting of a Restricted Stock or Performance Share Award (except
to the extent that the Award, this Plan or the Administrator otherwise expressly
provides).

                  (c)      No Participant, Beneficiary or other person shall
have any right, title or interest in any fund or in any specific asset
(including shares of Common Stock) of the Company by reason of any Award granted
hereunder. Neither the provisions of this Plan (or of any documents related
hereto), nor the creation or adoption of this Plan, nor any action taken
pursuant to the provisions of this Plan shall create, or be construed to create,
a trust of any kind or a fiduciary relationship between the Company and any
Participant, Beneficiary or other person. To the extent that a Participant,
Beneficiary or other person acquires a right to receive an Award hereunder, such
right shall be no greater than the right of any unsecured general creditor of
the Company.

         8.13     Limitations as to Section 16 Persons; Plan Construction.

                  It is the intent of the Corporation that this Plan and Awards
hereunder satisfy and be interpreted in a manner that in the case of persons who
are or may be subject to Section 16 of the Exchange Act satisfies the applicable
plan requirements of Rule l6b-3, so that such persons will be entitled (unless
otherwise expressly acknowledged in writing) to the benefits of the Rule 16b-3
or other exemptive rules under Section 16 Exchange Act and will not be subjected
to avoidable liability thereunder. In furtherance of such intent, any provision
of this Plan or of any Award would otherwise frustrate or otherwise conflict
with the intent expressed above, that provision to the extent possible shall be
interpreted and deemed amended so as to avoid conflict, but to the extent of any
remaining irreconcilable conflict with such intent as to such persons in the
circumstances, such provision may be deemed void.