EXHIBIT 10.11 to Annual Report on Form 10-KSB
          of SpectraSCIENCE, Inc. for the year ended December 31, 1997

                              SPECTRASCIENCE, INC.
                                 1991 STOCK PLAN
                           (As Amended March 9, 1998)


                 SECTION 1. General Purpose of Plan; Definitions

     The name of this plan is the  SpectraScience,  Inc.  1991  Stock  Plan (the
"Plan").  The  purpose  of the  Plan  is to  enable  SpectraScience,  Inc.  (the
"Company") and its Subsidiaries to retain and attract executives,  key employees
(whether  full  or  part-time),   consultants  and  non-employee  directors  who
contribute to the Company's  success by their  ability,  ingenuity and industry,
and to enable such  individuals  to  participate  in the  long-term  success and
growth of the Company by giving them a proprietary interest in the Company.

     For purposes of the Plan, the following terms shall be defined as set forth
below:

(a)  "Board" means the Board of Directors of the Company.

(b)  "Cause"  means a felony  conviction  of a  participant  or the failure of a
     participant to contest prosecution for a felony, or a participant's willful
     misconduct or dishonesty,  any of which is directly and materially  harmful
     to the business or reputation of the Company.

(c)  "Code" means the Internal Revenue Code of 1986, as amended.

(d)  "Committee" means the Committee referred to in Section 2 of the Plan. If at
     any  time no  Committee  shall be in  office,  then  the  functions  of the
     Committee specified in the Plan shall be exercised by the Board.

(e)  "Company" means,  SpectraScience,  Inc., a corporation  organized under the
     laws of the State of Minnesota (or any successor corporation).

(f)  "Disability"  means  permanent  and total  disability  as determined by the
     Committee.

(g)  "Disinterested  Person"  shall have the  meaning set forth in Rule 16b-3 as
     promulgated by the Securities and Exchange  Commission under the Securities
     Exchange  Act  of  1934,  or  any  successor   definition  adopted  by  the
     Commission.

(h)  "Early  Retirement" means retirement,  with consent of the Committee at the
     time of  retirement,  from  active  employment  with  the  Company  and any
     Subsidiary or Parent Corporation of the Company.

(i)  "Fair  Market  Value"  means  the  value of the  Stock  on a given  date as
     determined  by the  Committee in accordance  with the  applicable  Treasury
     Department  regulations  under  Section  422A of the Code with  respect  to
     "incentive stock options."

(j)  "Incentive  Stock  Option"  means  any  Stock  Option  intended  to be  and
     designated  as an "Incentive  Stock  Option"  within the meaning of Section
     422A of the Code.

(k)  "Non-Qualified  Stock  Option"  means  any  Stock  Option  that  is  not an
     Incentive  Stock  Option,  and is  intended  to be and is  designated  as a
     "Non-Qualified Stock Option."

(1)  "Non-Employee  Director"  means  any  member  of  the  Board  who is not an
     employee of the Company, any Parent Corporation or Subsidiary.

(m)  "Normal  Retirement"  means  retirement  from  active  employment  with the
     Company,  any  Subsidiary or Parent  Corporation of the Company on or after
     age 65.

(n)  "Parent  Corporation"  means any corporation (other than the Company) in an
     unbroken  chain of  corporations  ending  with the  Company  if each of the
     corporations  (other than the Company) owns stock possessing 50% or more of
     the total combined voting power of all classes of stock in one of the other
     corporations in the chain.

(o)  "Retirement" means Normal Retirement or Early Retirement.

(p)  "Stock" means the Common Stock, $.25 par value per share, of the Company.


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(q)  "Stock  Appreciation  Right" means the right  pursuant to an award  granted
     under  Section 6 below to  surrender  to the  Company all or a portion of a
     Stock Option in exchange for an amount equal to the difference  between (i)
     the Fair Market  Value,  as of the date such Stock  Option or such  portion
     thereof is surrendered, of the shares of Stock covered by such Stock Option
     or such portion  thereof,  and (ii) the  aggregate  exercise  price of such
     Stock Option or such portion thereof.

(r)  "Stock  Option"  means any  option  to  purchase  shares  of Stock  granted
     pursuant to Section 5 below.

(s)  "Subsidiary"  means any corporation (other than the Company) in an unbroken
     chain  of   corporations   beginning  with  the  Company  if  each  of  the
     corporations  (other than the last  corporation in the unbroken chain) owns
     stock  possessing  50% or more of the total  combined  voting  power of all
     classes of stock in one of the other corporations in the chain.

                            SECTION 2. Administration

     The Plan shall be  administered by the Board of Directors or by a Committee
of not less than two directors, all of whom are Disinterested Persons, who shall
be appointed by the Board of Directors of the Company and who shall serve at the
pleasure of the Board.

     The  Committee  shall  have the power and  authority  to grant to  eligible
persons,  pursuant  to the terms of the Plan:  (A)  Stock  Options  or (B) Stock
Appreciation Rights.

     In particular, the Committee shall have the authority:

(i) to select  the  officers  and  other key  employees  of the  Company  or its
Subsidiaries,   and   consultants   and  other  persons   having  a  contractual
relationship with the Company or its Subsidiaries,  to whom Stock Options and/or
Stock Appreciation Rights may from time to time be granted hereunder;

(ii)  to  determine   whether  and  to  what  extent  Incentive  Stock  Options,
Non-Qualified  Stock Options or Stock  Appreciation  Rights, or a combination of
the foregoing, are to be granted hereunder;

(iii) to determine the number of shares to be covered by each such award granted
hereunder;

(iv) to determine the terms and conditions,  not inconsistent  with the terms of
the Plan, of any award  granted  hereunder  (including,  but not limited to, any
restriction  on any  Stock  Option or other  award  and/or  the  shares of Stock
relating  thereto) and to amend such terms and  conditions  (including,  but not
limited to, any amendment which accelerates the vesting of any award); and

(v) to determine whether,  to what extent, and under what  circumstances,  Stock
Options may be exercised following termination of employment.

     The  Committee  shall have the  authority  to adopt,  alter and repeal such
administrative  rules,  guidelines and practices governing the Plan as it shall,
from time to time, deem advisable;  to interpret the terms and provisions of the
Plan and any award issued under the Plan (and any agreements  relating thereto);
and to otherwise  supervise the  administration  of the Plan.  The Committee may
delegate its authority to the President  and/or the Chief  Executive  Officer of
the Company for the purpose of selecting  employees  who are not officers of the
Company for purposes of (A) above.

     All decisions made by the Committee  pursuant to the provisions of the Plan
shall be final and  binding  on all  persons,  including  the  Company  and Plan
participants.

                        SECTION 3. Stock Subject to Plan

     The total number of shares of Stock reserved and available for distribution
under the Plan shall be 1,640,000 shares, subject to increase or decrease in the
event of any  adjustment  required  in the  paragraph  below.  Such  shares  may
consist,  in whole or in part, of  authorized  and unissued  shares.  Subject to
paragraph  (b)(iv) of Section 6 below,  if any  shares  that have been  optioned
cease to be subject to Options, are forfeited or such award otherwise terminates
without a payment  being made to the  participant,  such  shares  shall again be
available for distribution in connection with future awards under the Plan.

     In   the   event   of   any    merger,    reorganization,    consolidation,
recapitalization,  stock dividend,  stock split (reverse or other), other change
in corporate structure affecting the Stock, or spin-off or other distribution of
assets to  shareholders,  such  substitution or adjustment  shall be made in the
aggregate  number  of shares  reserved  for  issuance  under the Plan and in the
number and option price of shares subject to outstanding  options  granted under
the Plan as may be determined to be appropriate  by the  Committee,  in its sole
discretion, provided that the number of shares subject to any award shall always
be a whole number.  Such  adjusted  option price shall also be used to determine
the amount  payable by the Company upon the  exercise of any Stock  Appreciation
Right associated with any Option.


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                             SECTION 4. Eligibility

     Officers,   other  key  employees  of  the  Company  or  its  subsidiaries,
Non-Employee  Directors and  consultants  and other persons having a contractual
relationship  with the Company or its  Subsidiaries  who are  responsible for or
contribute to the management, growth and/or profitability of the business of the
Company and its  Subsidiaries  are eligible to be granted  Stock Option or Stock
Appreciation  Right awards under the Plan.  Except for  Non-Employee  Directors,
whose participation in the Plan shall be limited as provided in paragraph (k) of
Section 5, the optionees and participants  under the Plan shall be selected from
time to  time  by the  Committee,  in its  sole  discretion,  from  among  those
eligible, and the Committee shall determine, in its sole discretion,  the number
of shares covered by each award.

                            SECTION 5. Stock Options

     Any  Stock  Option  granted  under  the Plan  shall be in such  form as the
Committee may from time to time approve.

     The Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified  Stock Options.  No Incentive Stock Options
shall be granted under the Plan after July 10, 2001.

     The  Committee  shall have the  authority to grant any  optionee  Incentive
Stock Options,  Non-Qualified  Stock options,  or both types of options (in each
case with or without Stock Appreciation  Rights).  To the extent that any option
does not qualify as an Incentive  Stock Option,  it shall  constitute a separate
Non-Qualified Stock Option.

     Anything in the Plan to the contrary notwithstanding,  no term of this Plan
relating to Incentive  Stock Options shall be  interpreted,  amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised, so
as to  disqualify  either the Plan or any  Incentive  Stock Option under Section
422A of the Code. The preceding  sentence shall not preclude any modification or
amendment  to an  outstanding  Incentive  Stock  Option,  whether  or  not  such
modification  or  amendment  results in  disqualification  of such  option as an
Incentive  Stock  Option,  provided  the  optionee  consents  in  writing to the
modification or amendment.

     Options  granted under the Plan shall be subject to the following terms and
conditions  and  shall  contain  such  additional  terms  and  conditions,   not
inconsistent with the terms of the Plan, as the Committee shall deem desirable.

     (a) Option Price. The option price per share of Stock  purchasable  under a
Stock Option shall be  determined  by the Committee at the time of grant and may
not,  except as provided in this  paragraph or in paragraph  (1) below,  be less
than 85% of the Fair  Market  Value of the Stock on the date of the grant of the
Option unless the Option itself or such lower option price per share is approved
by the  shareholders.  In no event  shall  the  option  price per share of Stock
purchasable under an Incentive Stock Option be less than 100% of the Fair Market
Value of the Stock on the date of the grant of the option.  If an employee  owns
or is deemed to own (by reason of the attribution rules applicable under Section
425(d) of the Code) more than 10% of the combined voting power of all classes of
stock of the Company or any Parent  Corporation  or subsidiary  and an Incentive
Stock Option is granted to such employee, the option price shall be no less than
110% of the Fair Market Value of the Stock on the date the option is granted.

     (b)  Option  Term.  The  term of each  Stock  Option  shall be fixed by the
Committee,  but no Incentive  Stock Option  shall be  exercisable  more than ten
years after the date the option is granted.  If an employee owns or is deemed to
own (by reason of the attribution rules of Section 425(d) of the Code) more than
10% of the  combined  voting power of all classes of stock of the Company or any
Parent  Corporation  or Subsidiary  and an Incentive  Stock Option is granted to
such employee, the term of such option shall be no more than five years from the
date of grant.

     (c)  Exercisability.  Stock  Options shall be  exercisable  at such time or
times as  determined  by the  Committee  at or  after  grant.  If the  Committee
provides,   in  its  discretion,   that  any  option  is  exercisable   only  in
installments,  the Committee may waive such installment  exercise  provisions at
any time. Installment exercise restrictions may be based upon the lapse of time,
the  attainment  of  specified  performance  goals,  or a  combination  of each.
Notwithstanding  the  foregoing,  unless  the Stock  Option  Agreement  provides
otherwise,  any Stock Option  granted  under this Plan shall be  exercisable  in
full, without regard to any installment exercise provisions, upon the occurrence
of any of the following  events:  (i)  dissolution or liquidation of the Company
other than in  conjunction  with a  bankruptcy  of the  company  or any  similar
occurrence,   (ii)   any   merger,   consolidation,   acquisition,   separation,
reorganization,  or  similar  occurrence,  where  the  Company  will  not be the
surviving entity or (iii) the transfer of substantially all of the assets of the
Company or 75% or more of the outstanding Stock of the Company.  In the event of
a transaction  within (ii), the surviving entity shall issue comparable  options
(i.e.  having an equivalent  spread between exercise price and stock fair market
value) to the holders of the Stock Options.


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     (d) Method of Exercise.  Stock Options may be exercised in whole or in part
at any time during the option period by giving written notice of exercise to the
Company  specifying  the number of shares to be purchased.  Such notice shall be
accompanied  by payment in full of the  purchase  price,  either by certified or
bank check, or by any other form of legal consideration deemed sufficient by the
Committee and consistent with the Plan's purpose and applicable  law,  including
promissory  notes  or  a  properly   executed   exercise  notice  together  with
irrevocable  instructions  to a broker  acceptable  to the  Company to  promptly
deliver to the Company the amount of sale or loan  proceeds to pay the  exercise
price. As determined by the Committee,  in its sole discretion,  payment in full
or in part may also be made in the form of  unrestricted  Stock already owned by
the optionee (based on the Fair Market Value of the Stock on the date the option
is exercised, as determined by the Committee);  provided,  however, that, in the
case of an Incentive  Stock  Option,  the right to make a payment in the form of
already owned shares may be  authorized  only at the time the option is granted.
If the terms of an option so permit,  or the Committee so provides,  an optionee
may elect to pay all or part of the option  exercise price by having the Company
withhold  from the shares of Stock that would  otherwise be issued upon exercise
that number of shares of Stock having a Fair Market Value equal to the aggregate
option  exercise  price for the shares  with  respect to which such  election is
made.  No shares of Stock shall be issued until full  payment  therefor has been
made. An optionee shall  generally have the rights to dividends and other rights
of a shareholder  with respect to shares subject to the option when the optionee
has given written notice of exercise,  has paid in full for such shares, and, if
requested,  has given the  representation  described in paragraph (a) of Section
10.

     (e)  Non-transferability  Of Options. No Stock Option shall be transferable
by  the  optionee  otherwise  than  by  will  or by  the  laws  of  descent  and
distribution,  and all Stock Options shall be exercisable,  during the optionees
lifetime, only by the optionee.

     (f) Termination by Death. If an optionees employment by the Company and any
Subsidiary or Parent Corporation terminates by reason of death, the Stock Option
may thereafter be immediately  exercised,  to the extent then exercisable (or on
such accelerated  basis as the Committee shall determine at or after grant),  by
the legal  representative  of the estate or by the legatee of the optionee under
the will of the optionee,  for a period of two years (or such shorter  period as
the  committee  shall specify at grant) from the date of such death or until the
expiration of the stated term of the option, whichever period is shorter.

     (g) Termination by Reason of Disability.  If an optionees employment by the
Company  and any  Subsidiary  or  Parent  Corporation  terminates  by  reason of
Disability,  any Stock Option held by such optionee may thereafter be exercised,
to the extent it was  exercisable at the time of  termination  due to Disability
(or on such  accelerated  basis as the  Committee  shall  determine  at or after
grant),  but may not be exercised after two years (or such shorter period as the
Committee  shall  specify  at  grant)  from  the  date  of such  termination  of
employment or the expiration of the stated term of the option,  whichever period
is the  shorter.  In the  event  of  termination  of  employment  by  reason  of
Disability,  if an Incentive  Stock Option is exercised  after the expiration of
the exercise  periods  that apply for purposes of Section 422A of the Code,  the
option will thereafter be treated as a Non-Qualified Stock Option.

     (h) Termination by Reason of Retirement.  If an optionees employment by the
Company  and any  Subsidiary  or  Parent  Corporation  terminates  by  reason of
Retirement,  any Stock Option held by such optionee may  thereafter be exercised
to the extent it was exercisable at the time of such Retirement,  but may not be
exercised  after two years (or such shorter period as Committee shall specify at
grant) from the date of such  termination of employment or the expiration of the
stated  term of the option,  whichever  period is the  shorter.  In the event of
termination of employment by reason of Retirement,  if an Incentive Stock Option
is  exercised  after the  expiration  of the  exercise  periods  that  apply for
purposes of Section 422A of the Code, the option will thereafter be treated as a
Non-Qualified Stock Option.

     (i) Other Termination.  Unless otherwise  determined by the Committee or as
set forth in paragraph (1) below, if an optionees employment by the Company, any
Subsidiary  or Parent  Corporation  terminates  for any reason other than death,
Disability or Retirement,  any Stock option held by such optionee may thereafter
be exercised to the extent it was exercisable at such  termination,  but may not
be exercised  after two years (or such  shorter  period as the  Committee  shall
specify  at  grant)  from  the date of such  termination  of  employment  or the
expiration  of the stated term of the option,  whichever  period is the shorter;
provided, however, that if the optionees employment is terminated for Cause, all
rights under the Stock Option shall terminate and expire upon such termination.

     (j) Annual Limit on Incentive  Stock  Options.  The  aggregate  Fair Market
Value (determined as of the time the Option is granted) of the Common Stock with
respect to which an Incentive  Stock Option under this Plan or any other plan of
the Company,  any subsidiary or Parent  Corporation is exercisable for the first
time by an optionee during any calendar year shall not exceed $100,000.


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     (k)  Non-Employee  Directors.  Each  Non-Employee  Director  serving  as  a
director on October 1, 1994 shall, on or before October 15, 1994,  surrender for
cancellations  all  options  held by  such  person  to  purchase  shares  of the
Company's Common Stock  (pre-split) and shall be granted options to purchase the
same  number  of  shares  of  the  Company's  Common  Stock  (post-split).  Each
Non-Employee  Director  not serving as a director on October 1, 1994  elected as
director  (whether  by vote of  shareholders  or  directors)  shall,  upon  such
election, be granted an option to purchase 10,000 shares of the Company's Common
Stock (subject to adjustment pursuant to Section 3 above).

     Each Non-Employee  Director serving as a director on October 1, 1994 shall,
on or before  October 15, 1995,  be granted an option to purchase an  additional
5,000 shares of the  Company's  Common Stock in lieu of any 1995 annual grant to
which such director would otherwise be entitled.

     Each  Non-Employee  Director  shall  automatically  be granted an option to
purchase  5,000  shares of the  Company's  Common Stock  (subject to  adjustment
pursuant to Section 3 above)  annually during the period such director serves on
the Board and the Plan is in effect.  The date of the  automatic  grant shall be
January 1 if the Non-Employee Director is serving on the Board on such date, and
the date on which the Non-Employee  Director  commences services on the Board if
the director is elected after January 1. If a  Non-Employee  Director  commences
service  on the Board  after  June 30 in any year in which the Plan is in effect
then, for such year,  such director shall be granted an option to purchase 2,500
shares of the Company's Common Stock (subject to adjustment  pursuant to Section
3 above).

     All  Non-Employee  Director  Stock  Options shall be granted at a price per
share equal to 100% of the Fair Market  Value of the  Company's  Common Stock on
the date of grant. The term of each Non-Employee  Director Stock Option shall be
ten years from the date of grant.

     All such Stock Options shall be designated as  Non-Qualified  Stock options
and shall be subject to the same terms and provisions as are then in effect with
respect to the grant of Non-Qualified Stock Options to salaried officers and key
employees  of the  Company,  except that (i) the term of each such Stock  Option
shall be equal to ten years; (ii) each Stock Option shall become  exercisable as
to all or any part of the shares subject to the Stock Option  beginning one year
after the date the  Stock  Option is  granted;  and (iii) no Stock  Appreciation
Rights may be granted to  Non-Employee  Directors in conjunction  with any Stock
Options granted under this paragraph (k) or in any other manner under this Plan.
Subject to the foregoing,  all provisions of this Plan not inconsistent with the
foregoing shall apply to Stock Options granted to Non-Employee Directors.  There
is no maximum in the number of shares as to which  Stock  Options may be granted
to any individuals/Non-Employee  Director under this Plan. The maximum aggregate
number  of shares as to which  Stock  Options  may be  granted  to  Non-Employee
Directors under this Plan shall be 200,000 shares. The number of shares reflects
the June 30, 1994, 1-for-5 reverse stock split of the Company's Common Stock and
shall be further subject to adjustment pursuant to Section 3 above.

     (l) Yurek and Seiler  Options.  The options to be granted to Daryl F. Yurek
(1,000,000  shares)  and James L. Seiler  (50,000  shares) at $.50 per share are
issued  pursuant  to  that  certain  financing  transaction  to be  approved  by
shareholders  on or about January 30, 1992. At the time of issue,  Mr. Yurek was
an  employee  of the Company and Mr.  Seiler was a  consultant  to the  Company.
Paragraph  (i) above  notwithstanding,  if the Company  terminates  Mr.  Yurek's
employment  other than for cause,  disability  or death,  then all of the Option
shares shall vest for both Yurek and Seiler and the two optionees shall continue
to have the right to exercise  the Options  pursuant to the terms  thereof as if
Mr. Yurek's employment had continued.

                      SECTION 6. Stock Appreciation Rights

     (a) Grant and Exercise.  Except as set forth in paragraph (k) of Section 5,
Stock Appreciation  Rights may be granted in conjunction with all or part of any
Stock  option  granted  under the  Plan.  In the case of a  Non-Qualified  Stock
Option,  such rights may be granted  either at or after the time of the grant of
such  Option.  In the case of an  Incentive  Stock  Option,  such  rights may be
granted only at the time of the grant of the option.

     A Stock  Appreciation  Right or  applicable  portion  thereof  granted with
respect to a given Stock Option  shall  terminate  and no longer be  exercisable
upon the  termination  or exercise of the related  Stock  option,  except that a
Stock  Appreciation  Right  granted with respect to less than the full number of
shares covered by a related Stock Option shall not be reduced until the exercise
or  termination  of the related  Stock  Option  exceeds the number of shares not
covered by the Stock Appreciation Right.

     A Stock Appreciation  Right may be exercised by an optionee,  in accordance
with paragraph (b) of this Section 6, by surrendering the applicable  portion of
the related Stock Option.  Upon such exercise and surrender,  the optionee shall
be  entitled  to  receive  an amount  determined  in the  manner  prescribed  in
paragraph (b) of this Section 6. Stock  Options which have been so  surrendered,
in whole or in part,  shall no longer be  exercisable  to the extent the related
Stock Appreciation Rights have been exercised.


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     (b) Terms and  Conditions.  Stock  Appreciation  Rights shall be subject to
applicable  regulations relating to the exercise of Stock Appreciation Rights by
optionees  subject  to  reporting  responsibilities  under  Section  16  of  the
Securities  and  Exchange  Act of 1934,  and to such terms and  conditions,  not
inconsistent  with the provisions of the Plan, as shall be determined  from time
to time by the Committee, including the following:

     (i) Stock  Appreciation  Rights shall be  exercisable  only at such time or
times and to the extent  that the Stock  Options to which they  relate  shall be
exercisable in accordance with the provisions of Section 5 and this Section 6 of
the Plan.

     (ii) Upon the exercise of a Stock Appreciation  Right, an optionee shall be
entitled  to receive  up to,  but not more than,  an amount in cash or shares of
Stock  equal in value to the  excess  of the Fair  Market  Value of one share of
Stock over the option price per share specified in the related option multiplied
by the number of shares in respect of which the Stock  Appreciation  Right shall
have been exercised,  with the Committee  having the right to determine the form
of payment.

     (iii) Stock Appreciation  Rights shall be transferable only when and to the
extent that the underlying Stock Option would be transferable under Section 5 of
the Plan.

     (iv) Upon the exercise of a Stock  Appreciation  Right, the Stock Option or
part thereof to which such Stock  Appreciation  Right is related shall be deemed
to have been  exercised for the purpose of the limitation set forth in Section 3
of the Plan on the  number of shares of Stock to be issued  under the Plan,  but
only to the extent of the number of shares  issued or  issuable  under the Stock
Appreciation  Right at the time of  exercise  based  on the  value of the  Stock
Appreciation Right at such time.

     (v) A Stock  Appreciation  Right  granted in  connection  with an Incentive
Stock  Option may be  exercised  only if and when the market  price of the Stock
subject to the Incentive Stock Option exceeds the exercise price of such Option.

                   SECTION 7. Transfer, Leave of Absence, Etc

     For  purposes  of the  Plan,  the  following  events  shall not be deemed a
termination of employment:

     (a) a transfer of an employee from the Company to a Parent  Corporation  or
Subsidiary,  or from a Parent Corporation or Subsidiary to the Company,  or from
one Subsidiary to another;

     (b) a leave of absence,  approved in writing by the Committee, for military
service or  sickness,  or for any other  purpose  approved by the Company if the
period of such leave does not exceed  ninety (90) days (or such longer period as
the Committee may approve, in its sole discretion); and

     (c) a leave of absence in excess of ninety  (90) days,  approved in writing
by the  Committee,  but  only  if  the  employee's  right  to  re-employment  is
guaranteed either by a statute or by contract, and provided that, in the case of
any leave of absence,  the employee returns to work within 30 days after the end
of such leave.

                      SECTION 8. Amendments and Termination

     The Board may amend,  alter,  or  discontinue  the Plan,  but no amendment,
alteration,  or discontinuation  shall be made (i) which would impair the rights
of an optionee or participant under a Stock Option or Stock  Appreciation  Right
or other  Stock-based  award  theretofore  granted,  without  the  optionees  or
participant's consent, or (ii) which without the approval of the shareholders of
the Company would cause the Plan to no longer comply with rules  promulgated  by
the Securities and Exchange  Commission under authority granted in Section 16 of
the Securities Exchange Act of 1934, as amended, Section 422A of the Code or any
other regulatory requirements.

     The  Committee  may amend  the  terms of any  award or  option  theretofore
granted,  prospectively  or  retroactively,  but, subject to Section 3 above, no
such amendment  shall impair the rights of any holder  without his consent.  The
Committee may also substitute new Stock Options for previously  granted options,
including previously granted options having higher option prices.


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<PAGE>


                       SECTION 9. Unfunded Status of Plan

     The Plan is intended to  constitute  an  "unfunded"  plan for incentive and
deferred  compensation.  With  respect  to  any  payments  not  yet  made  to  a
participant or optionee by the Company,  nothing contained herein shall give any
such participant or optionee any rights that are greater than those of a general
creditor of the Company. In its sole discretion, the Committee may authorize the
creation of trusts or other  arrangements to meet the obligations  created under
the Plan to  deliver  Stock or  payments  in lieu of or with  respect  to awards
hereunder,  provided,  however,  that  the  existence  of such  trusts  or other
arrangements is consistent with the unfunded status of the Plan.


                         SECTION 10. General Provisions

     (a) The Committee may require each person  purchasing  shares pursuant to a
Stock  Option  under the Plan to  represent  to and agree  with the  Company  in
writing that the optionee is acquiring the shares without a view to distribution
thereof.  The  certificates  for such shares may  include  any legend  which the
Committee deems appropriate to reflect any restrictions on transfer.

     All  certificates  for shares of Stock delivered under the Plan pursuant to
any Stock-based  awards shall be subject to such stock transfer orders and other
restrictions as the Committee may deem advisable  under the rules,  regulations,
and other  requirements  of the  securities and Exchange  commission,  any stock
exchange  upon which the Stock is then  listed,  and any  applicable  Federal or
state securities laws, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.

     (b) Subject to paragraph (d) below,  recipients of Stock-based awards under
the Plan  (other  than Stock  Options)  are not  required to make any payment or
provide consideration other than the rendering of services.

     (c) Nothing  contained  in this Plan shall  prevent the Board of  Directors
from  adopting  other  or  additional  compensation  arrangements,   subject  to
shareholder approval if such approval is required;  and such arrangements may be
either  generally  applicable or applicable only in specific cases. The adoption
of the Plan shall not confer upon any employee of the Company or any  subsidiary
any right to continued employment with the Company or a Subsidiary,  as the case
may be,  nor shall it  interfere  in any way with the right of the  Company or a
Subsidiary to terminate the employment of any of its employees at any time.

     (d) Each participant  shall, no later than the date as of which any part of
the value of an award first  becomes  includible  as  compensation  in the gross
income of the participant  for Federal income tax purposes,  pay to the Company,
or make  arrangements  satisfactory to the Committee  regarding  payment of, any
Federal,  state,  or local taxes of any kind required by law to be withheld with
respect to the award.  The  obligations  of the Company  under the Plan shall be
conditional  on such payment or  arrangements  and the Company and  Subsidiaries
shall,  to the extent  permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the  participant.  With respect to
any award  under the Plan,  if the  written  terms of such  award so  permit,  a
participant may elect by written notice to the Company to satisfy part or all of
the  withholding tax  requirements  associated with the award by (i) authorizing
the Company to retain from the number of shares of Stock that would otherwise be
deliverable to the participant, or (ii) delivering to the Company from shares of
Stock  already  owned by the  participant,  that  number  of  shares  having  an
aggregate  Fair  Market  Value  equal to part or all of the tax  payable  by the
participant  under this Section 10(d).  Any such election shall be in accordance
with,  and subject to,  applicable  tax and  securities  laws,  regulations  and
rulings.

     (e) At the time of grant,  the Committee may provide in connection with any
grant made under this Plan that the shares of Stock received as a result of such
grant shall be subject to a repurchase  right in favor of the Company,  pursuant
to which  the  participant  shall be  required  to  offer  to the  Company  upon
termination  of  employment  for any  reason  any  shares  that the  participant
acquired under the Plan,  with the price being the then Fair Market Value of the
Stock or, in the case of a  termination  for Cause,  an amount equal to the cash
consideration paid for the Stock,  subject to such other terms and conditions as
the Committee may specify at the time of grant.  The Committee  may, at the time
of the grant of an award under the Plan,  provide the Company  with the right to
repurchase shares of Stock acquired pursuant to the Plan by any participant who,
at any time within two years after  termination of employment  with the Company,
directly or  indirectly  competes  with,  or is employed by a competitor  of the
Company.

                       SECTION 11. Effective Date of Plan

     The Plan shall be  effective  on July 11, 1991 (the date of approval by the
Board of Directors),  subject to approval by a vote of the holders of a majority
of the Stock present and entitled to vote at the next Annual or Special  Meeting
of the Company's shareholders and shall expire (unless terminated earlier) as of
July 10,


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<PAGE>


2001.  Awards  may be  granted  under the Plan  prior to  shareholder  approval,
provided such awards are made subject to shareholder approval.














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