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                                                                    EXHIBIT 10.5


                                 MEDICALCV, INC.
                           2001 EQUITY INCENTIVE PLAN


1.       DEFINED TERMS

         In addition to the other definitions contained herein, the following
definitions shall apply:

         1.1      AWARD. The term "Award" shall mean any award or benefit
                  granted in accordance with the terms of the Plan. Awards under
                  the Plan may be in the form of (i) Stock Options; (ii)
                  Restricted Stock; and/or (iii) Tax Offset Payments. The terms
                  and conditions of the Award shall be set forth in an "Award
                  Agreement."

         1.2      BOARD. The term "Board" shall mean the Board of Directors of
                  the Company.

         1.3      CHANGE IN CONTROL.  The term "Change in Control" shall mean:

                  (a)      the acquisition by any person or group deemed a
                           person under Sections 3(a)(9) and 13(d)(3) of the
                           Exchange Act (other than the Company and its
                           subsidiaries as determined immediately prior to that
                           date) of beneficial ownership, directly or indirectly
                           (with beneficial ownership determined as provided in
                           Rule 13d-3, or any successor rule, under the Exchange
                           Act), of a majority of the total combined voting
                           power of all classes of Stock of the Company having
                           the right under ordinary circumstances to vote at an
                           election of the Board, if such person or group deemed
                           a person prior to such acquisition was not a
                           beneficial owner of at least five percent (5%) of
                           such total combined voting power of the Company;

                  (b)      the date of approval by the stockholders of the
                           Company of an agreement providing for the merger or
                           consolidation of the Company with another corporation
                           or other entity where (x) stockholders of the Company
                           immediately prior to such merger or consolidation
                           would not beneficially own following such merger or
                           consolidation shares entitling such stockholders to a
                           majority of all votes (without consolidation of the
                           rights of any class of stock to elect directors by a
                           separate class vote) to which all stockholders of the
                           surviving corporation would be entitled in the
                           election of directors, or (y) where the members of
                           the Board, immediately prior to such merger or
                           consolidation, would not, immediately after such
                           merger or consolidation, constitute a majority of the
                           board of directors of the surviving corporation; or

                  (c)      the sale of all or substantially all of the assets of
                           the Company.

         1.4      CODE. The term "Code" shall mean the Internal Revenue Code of
                  1986, as amended. A reference to any provision of the Code
                  shall include reference to any successor provision of the
                  Code.

         1.5      COMMITTEE. The term "Committee" shall mean a committee
                  described in Section 10.

         1.6      COMPANY.  The term "Company" shall mean MedicalCV, Inc.

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         1.7      COVERED SHARES. The term "Covered Shares" shall mean the
                  number of shares of Stock that an Eligible Individual may
                  purchase pursuant to an Option.

         1.8      DIRECTOR. The term "Director" shall mean a member of the
                  Company's Board.

         1.9      ELIGIBLE INDIVIDUAL. The term "Eligible Individual" shall mean
                  (a) any common law employee, prospective employee, or officer
                  of the Company, (b) members of the Company's Board, (c)
                  consultants and advisors to the Company, and (d) employees of
                  any Related Company or business partner of the Company. All
                  Eligible Individuals must be natural persons who provide bona
                  fide services to the Company or a Related Company. In
                  addition, the services provided to the Company or Related
                  Company must not be in connection with an offer or sale of
                  securities in a capital raising transaction and must not
                  directly or indirectly promote or maintain a market for the
                  Company's Stock. An Award may be granted to an Eligible
                  Individual prior to the date the Eligible Individual performs
                  services for the Company or Related Company, provided that
                  such Award shall not become vested prior to the date the
                  Eligible Individual first performs such services.

         1.10     EXCHANGE ACT. The term "Exchange Act" shall mean the
                  Securities Act of 1934, as amended.

         1.11     EXERCISE PRICE. The term "Exercise Price" shall mean the
                  exercise price of each Option granted under Section 4
                  established by the Committee and determined by any reasonable
                  method established by the Committee at the time the Option is
                  granted. Options granted pursuant to Section 4 of the Plan
                  shall not have an Exercise Price of less than 100% of the Fair
                  Market Value of the Company's Stock on the date the Option is
                  granted.

         1.12     FAIR MARKET VALUE. The term "Fair Market Value" of a share of
                  Stock on a given date shall mean the closing price of the
                  share of Stock as reported on the Nasdaq Stock Market on such
                  date, if the share of Stock is then quoted on the Nasdaq Stock
                  Market or, if the market is closed on that date, the closing
                  price of the share of Stock on the previous trading day. If
                  the Stock is not listed on the Nasdaq Stock Market, Fair
                  Market Value shall be determined in good faith by the Board or
                  Committee.

         1.13     INCENTIVE STOCK OPTION. The term "Incentive Stock Option" or
                  "ISO" shall mean an Option that is intended to satisfy the
                  requirements of Section 422(b) of the Code.

         1.14     NON-EMPLOYEE DIRECTOR. The term "Non-Employee Director" shall
                  mean a "non-employee director" as defined in Rule
                  16b-3(b)(3)(i) of the Exchange Act.

         1.15     NON-QUALIFIED STOCK OPTION. The term "Non-Qualified Stock
                  Option" or "NSO" shall mean an Option that is not intended to
                  satisfy the requirements applicable to an "incentive stock
                  option" described in Section 422(b) of the Code. NSO grants
                  may be awarded to any Eligible Individual.

         1.16     OPTION. The term "Option" or "Stock Option" shall mean an ISO
                  or NSO granted pursuant to the Plan. The grant of an Option
                  entitles the Eligible Individual to purchase shares of Stock
                  at an Exercise Price established by the Committee.

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         1.17     PERFORMANCE AWARD. The term "Performance Award" shall mean an
                  award or grant of shares based upon the achievement of
                  performance objectives, as contemplated by Section 5.

         1.18     PLAN.  The term "Plan" shall mean this 2001 Equity Incentive
                  Plan.

         1.19     RELATED COMPANY. The term "Related Company" shall mean any
                  corporation other than the Company and any partnership, joint
                  venture or other entity in which the Company owns, directly or
                  indirectly, at least a 20% beneficial ownership interest. A
                  Related Company includes a subsidiary of the Company and an
                  unbroken chain of corporations beginning with the Company if
                  each of the corporations other than the last corporation in
                  the unbroken chain owns 50% or more of the voting stock in one
                  of the other corporations in such chain.

         1.20     STOCK. The term "stock" shall mean shares of common stock,
                  $0.01 par value, of the Company.

         1.21     STOCK OPTION AGREEMENT. The term "Stock Option Agreement" or
                  "Agreement" shall mean any written agreement evidencing the
                  terms and conditions of an ISO or NSO granted under the Plan.
                  The Agreement shall be subject to the terms and conditions of
                  the Plan.

2.       PURPOSE

         The MedicalCV, Inc. 2001 Equity Incentive Plan has been established by
MedicalCV, Inc. to (i) attract and retain individuals eligible to participate in
the Plan; (ii) motivate Eligible Individuals, by means of appropriate
incentives, to achieve long-range goals; (iii) provide incentive compensation
opportunities that are competitive with those of other similar companies; and
(iv) further identify Eligible Individuals' interests with those of the
Company's other shareholders through compensation that is based on the Company's
common stock; and thereby promote the long-term financial interest of the
Company and any Related Company, including the growth in value of the Company's
equity and enhancement of long-term shareholder return.

3.       PARTICIPATION

         Subject to the terms and conditions of the Plan, the Committee may
determine and designate, from time to time, Eligible Individuals who will be
granted one or more Awards under the Plan at the Exercise Price. In its sole
discretion and without shareholder approval, the Committee may grant to an
Eligible Individual any Award or Awards permitted under the provisions of the
Plan. Awards may be granted as alternatives to or replacement of Awards
outstanding under the Plan, or any other plan or arrangement of the Company or
Related Company (including a plan or arrangement of a business or entity, all or
a portion of which is acquired by the Company or a Related Company). Only
employees are eligible to be granted Incentive Stock Options.

4.       STOCK OPTIONS

         4.1      GENERAL. The grant of an Option entitles the Eligible
                  Individual to purchase shares of Stock at an Exercise Price
                  established by the Committee. Any Option awarded to Eligible
                  Individuals under this Section 4 may be either NSOs or ISOs,
                  as determined in the discretion of the Committee. To the
                  extent that any Stock Option does not qualify as an ISO, it
                  shall constitute an NSO.

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         4.2      OPTION AWARDS. Subject to the following provisions, Options
                  awarded under the Plan shall be in such form and shall have
                  such terms as the Committee may determine and specify in a
                  Stock Option Agreement entered into between the Eligible
                  Individual and the Company.

         4.3      EXERCISE OF AN OPTION. An Option shall be exercisable in
                  accordance with such terms and conditions and during such
                  periods as may be established by the Committee. In no event
                  shall any fraction of a share of Stock be issued upon the
                  exercise of an Option. An Option must be exercised for at
                  least 100 shares of Stock, or such lesser number of shares of
                  Stock if the remaining portion of an Option is for fewer than
                  100 shares of Stock.

         4.4      EXERCISE PRICE. The Exercise Price of an Option granted under
                  this Section 4 shall be established by the Committee or shall
                  be determined by a method established by the Committee at the
                  time the Option is granted, except that the Exercise Price
                  shall not be less than 100% of the Fair Market Value of the
                  Company's Stock on the date of grant.

         4.5      PAYMENT OF OPTION EXERCISE PRICE. The payment of the Exercise
                  Price of an Option granted under this Section 4 shall be
                  subject to the following:

                  (a)      Subject to the following provisions of this
                           Subsection 4.2(c), the full Exercise Price for shares
                           of Stock purchased upon the exercise of any Option
                           shall be paid at the time of such exercise or such
                           other time as approved by the Committee.

                  (b)      Payment of the Exercise Price shall be made in such
                           manner as the Committee may provide in the Award,
                           which may include cash (including cash equivalents),
                           tendering of shares of Stock acceptable to the
                           Committee and either already owned by the Eligible
                           Individual or subject to Awards hereunder (so-called
                           "cashless" or "immaculate" exercise methods), and any
                           other manner permitted by law and approved by the
                           Committee, or any combination of the foregoing. If
                           the Company determines that a Stock Option may be
                           exercised using shares of Restricted Stock, then
                           unless the Committee provides otherwise, the shares
                           received upon the exercise of a Stock Option which
                           are paid for using Restricted Stock shall be
                           restricted in accordance with the original terms of
                           the Restricted Stock Award. In the case of any
                           deferred payment arrangement, interest shall be
                           compounded at least annually and shall be charged at
                           the minimum rate of interest necessary to avoid the
                           treatment as interest, under any applicable
                           provisions of the Code, of any amounts other than
                           amounts stated to be interest under the deferred
                           payment arrangement.

                  (c)      An Eligible Individual may elect to pay the Exercise
                           Price upon the exercise of an Option by irrevocably
                           authorizing a third party to sell shares of Stock (or
                           a sufficient portion of the shares) acquired upon
                           exercise of the Option and remit to the Company a
                           sufficient portion of the sale proceeds to pay the
                           entire Exercise Price and any tax withholding
                           resulting from such exercise.

         4.6      SETTLEMENT OF OPTION. Shares of Stock delivered pursuant to
                  the exercise of an Option shall be subject to such conditions,
                  restrictions and contingencies as the Committee, in its
                  discretion, may establish in addition to such conditions,
                  restrictions, and contingencies set forth in the Agreement.

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         4.7      RELOAD OPTIONS. The Committee may grant "reload" options,
                  pursuant to the terms and conditions established by the
                  Committee and any applicable requirements of Rule 16b-3 of the
                  Exchange Act ("Rule 16b-3") or any other applicable law. The
                  Eligible Individual would be granted a new Option when the
                  payment of the Exercise Price of a previously granted Option
                  is made by the delivery of shares of the Company's Stock owned
                  by the Eligible Individual pursuant to Section 4.2(c)(2)
                  hereof and/or when shares of the Company's Stock are tendered
                  or forfeited as payment of the amount to be withheld under
                  applicable income tax laws in connection with the exercise of
                  an Option. The new Option would be an Option to purchase the
                  number of shares not exceeding the sum of (i) the number of
                  shares of the Company's Stock provided as consideration upon
                  the exercise of the previously granted Option to which such
                  "reload" option relates and (ii) the number of shares of the
                  Company's Stock tendered or forfeited as payment of the amount
                  to be withheld under applicable income tax laws in connection
                  with the exercise of the Option to which such "reload" option
                  relates. "Reload" options may be granted with respect to
                  Options granted under this Plan. Such "reload" options shall
                  have a per share exercise price equal to the Fair Market Value
                  as of the date of grant of the new Option.

         4.8      VESTING. Eligible Individuals shall vest in all Options in
                  accordance with the terms and conditions of the Agreement
                  entered into by and between the Eligible Individual and the
                  Company. The total number of shares of Stock subject to an
                  Option may, but need not, vest and therefore become
                  exercisable in periodic installments that may, but need not,
                  be equal.

         4.9      OPTION TERM. The term of each Option shall be fixed by the
                  Committee. In the event that the Plan is terminated pursuant
                  to terms and conditions of Section 11, the Plan shall remain
                  in effect as long as any Awards under it are outstanding.

         4.10     TERMINATION OF EMPLOYMENT. Following the termination of
                  Eligible Individual's employment with the Company or a Related
                  Company, the Option shall be exercisable to the extent
                  determined by the Committee and specified in the Award
                  Agreement. The Committee may provide different
                  post-termination exercise provisions with respect to
                  termination of employment for different reasons.

         4.11     INCENTIVE STOCK OPTIONS. ISO grants may only be awarded to
                  employees of the Company, a "parent corporation," or a
                  "subsidiary corporation" as those terms are defined in
                  Sections 424(e) and 424(f) of the Code. In order for an
                  employee to be eligible to receive an ISO grant, the employee
                  must be employed by the Company, parent corporation, or
                  subsidiary corporation during the period beginning on the date
                  the Option is granted and ending on the day three months prior
                  to the date such Option is exercised. Notwithstanding the
                  provisions of Section 4.2, no ISO shall (i) have an Exercise
                  Price which is less than 100% of the Fair Market Value of the
                  Stock on the date of the ISO Award, (ii) be exercisable more
                  than ten (10) years after the ISO is awarded, or (iii) be
                  awarded more than ten (10) years after the Effective Date of
                  this Plan. No ISO awarded to an employee who owns more than
                  10% of the total combined voting power of all classes of Stock
                  of the Company, its "parent corporation" or any "subsidiary
                  corporation" shall (i) have an Exercise Price of less than
                  110% of the Fair Market Value of the Stock on the date of the
                  ISO Award or (ii) be exercisable more than five (5) years
                  after the date of the ISO Award. Notwithstanding Section 8.7,
                  no ISO shall be transferable other than by will and the laws
                  of descent and distribution. To the extent that the aggregate
                  fair market value (determined at the time of grant) of shares
                  of Stock with respect to ISOs are exercisable for the first
                  time by the employee during any calendar year, in combination

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                  with shares first exercisable under all other plans of the
                  Company and any Related Company, exceeds $100,000, such
                  Options shall be treated as NSOs.

         4.12     EARLY EXERCISE. The Option may, but need not, include a
                  provision whereby the Eligible Individual may elect at any
                  time prior to his or her termination of employment with the
                  Company to exercise the Option as to any part or all of the
                  shares of Stock subject to the Option prior to the full
                  vesting of the Option. Any unvested shares of Stock so
                  purchased may be subject to a repurchase option in favor of
                  the Company or to any other restrictions the Committee
                  determines to be appropriate.

5.       PERFORMANCE AWARDS

         The Committee shall have the right to designate Awards as "Performance
Awards." The grant or vesting of a Performance Award shall be subject to the
achievement of performance objectives established by the Committee based on one
or more of the following criteria, in each case applied to the Company on a
consolidated basis or to a business unit, as specified by the Committee in an
Award Agreement, and which the Committee may use as an absolute measure, as a
measure of improvement relative to prior performance, or as a measure of
comparable performance relative to a peer group of companies: sales, operating
profits, operating profits before interest expenses and taxes, net earnings,
earnings per share, return on equity, return on assets, return on invested
capital, total shareholder return, cash flow, debt to equity ratio, market
share, stock price, economic value added, and market value added. The terms and
conditions of a Performance Award shall be set forth in an Award Agreement
entered into between the Company and the Eligible Individual.

6.       RESTRICTED STOCK

         Subject to the following provisions, the Committee may grant Awards of
Restricted Stock to an Eligible Individual in such form and on such terms and
conditions as the Committee may determine and specify in a Restricted Stock
Award Agreement entered into between the Company and the Eligible Individual:

         6.1      The Restricted Stock Award shall specify the number of shares
                  of Restricted Stock to be awarded, the price, if any, to be
                  paid by the Eligible Individual and the date or dates on
                  which, or the conditions upon the satisfaction of which, the
                  Restricted Stock will vest. The grant and/or the vesting of
                  Restricted Stock may be conditioned upon the completion of a
                  specified period of service with the Company or a Related
                  Company, upon the attainment of specified performance
                  objectives or upon such other criteria as the Committee may
                  determine.

         6.2      Stock certificates representing the Restricted Stock awarded
                  to an Eligible Individual shall be registered in the Eligible
                  Individual's name, but the Committee may direct that such
                  certificates be held by the Company or its designee on behalf
                  of the Eligible Individual. Except as may be permitted by the
                  Committee, no share of Restricted Stock may be sold,
                  transferred, assigned, pledged or otherwise encumbered by an
                  Eligible Individual until such share has vested in accordance
                  with the terms of the Restricted Stock Award. At the time the
                  Restricted Stock vests, a certificate for such vested shares
                  shall be delivered to the Eligible Individual (or his or her
                  designated beneficiary in the event of death), free from the
                  restrictions imposed thereon except that any restrictions
                  under federal or state securities laws shall continue to
                  apply.

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         6.3      The Committee may provide that the Eligible Individual shall
                  have the right to vote or receive dividends on Restricted
                  Stock. Unless the Committee provides otherwise, Stock received
                  as a dividend on, or in connection with a stock split of,
                  Restricted Stock shall be subject to the same restrictions as
                  the Restricted Stock.

         6.4      Except as may be provided by the Committee, in the event of an
                  Eligible Individual's termination of employment or
                  relationship with the Company prior to all of his or her
                  Restricted Stock becoming vested, or in the event any
                  conditions to the vesting of Restricted Stock have not been
                  satisfied prior to any deadline for the satisfaction of such
                  conditions as set forth in the Restricted Stock Award, the
                  shares of Restricted Stock which have not vested shall be
                  forfeited, and the Committee may provide that (i) any purchase
                  price paid by the Eligible Individual be returned to the
                  Eligible Individual or (ii) a cash payment equal to the
                  Restricted Stock's fair market value on the date of
                  forfeiture, if lower, be paid to the Eligible Individual.

         6.5      The Committee may waive, in whole or in part, any or all of
                  the conditions to receipt of, or restrictions with respect to,
                  any or all of the Eligible Individual's Restricted Stock.

7.       TAX OFFSET PAYMENTS

         The Committee may provide for a Tax Offset Payment to be made by the
Company to an Eligible Individual with respect to one or more Awards granted
under the Plan. The Tax Offset Payment shall be in an amount specified by the
Committee, which shall not exceed the amount necessary to pay the federal,
state, local and other taxes payable with respect to the applicable Award,
assuming that the Eligible Individual is taxed at the maximum tax rate
applicable to such income. The Tax Offset Payment shall be paid solely in cash.
No Eligible Individual shall be granted a Tax Offset Payment in any fiscal year
with respect to more than the number of shares of Stock covered by Awards
granted to such Eligible Individual in such fiscal year. The terms and
conditions of a Tax Offset Payment Award shall be set forth in an Award
Agreement entered into between the Company and the Eligible Individual

8.       OPERATION AND ADMINISTRATION

         8.1      GENERAL. The operation and administration of this Plan,
                  including any Awards granted under this Plan, shall be subject
                  to the provisions of Section 8.

         8.2      EFFECTIVE DATE. Subject to the approval of the shareholders of
                  the Company, the Plan shall be effective as of June 18, 2001
                  (the "Effective Date") provided, however, that to the extent
                  that Awards are granted under the Plan prior to its approval
                  by the shareholders of the Company, the Awards shall be
                  subject to the approval of the Plan by the shareholders of the
                  Company. The term of the Plan shall be limited in duration to
                  ten (10) years from the earlier of (a) the Effective Date or
                  (b) the date the Plan is approved by the Company's
                  shareholders.

         8.3      SHARES SUBJECT TO PLAN. The shares of Stock for which Awards
                  may be granted under this Plan shall be subject to the
                  following:

                  (a)      Subject to the following provisions of this Section
                           8.3, the maximum aggregate number of shares of Stock
                           that may be issued and sold under the Plan shall be
                           500,000 shares. The number of shares of Stock so
                           reserved for issuance shall be subject to adjustment
                           pursuant to Sections 8.3 (b) and 8.3(d). The shares
                           of Stock may be authorized, but unissued, or
                           reacquired Stock.

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                  (b)      On January 1st of each year, commencing with year
                           2001, the aggregate number of shares of Stock that
                           may be awarded under the Plan shall automatically
                           increase by the greater of (a) 50,000 shares of Stock
                           or (b) 3.5% of the outstanding shares of Stock on
                           such date, or a lesser amount determined by the
                           Committee.

                  (c)      To the extent an Award terminates without having been
                           exercised, or shares awarded are forfeited, such
                           shares shall again be available issue under the Plan.
                           Shares of Stock surrendered in payment of the
                           Exercise Price and shares of Stock which are withheld
                           in order to satisfy federal, state or local tax
                           liability, shall not count against the maximum
                           aggregate number of shares authorized to be issued
                           pursuant to this Plan, and shall again be available
                           for issuance pursuant to the terms of the Plan.

                  (d)      In the event of any merger, reorganization,
                           consolidation, sale of substantially all assets,
                           recapitalization, stock dividend, stock split,
                           combination or reverse stock split, spin-off,
                           split-up, split-off, distribution of assets or other
                           change in corporate structure affecting the Stock, a
                           substitution or adjustment, as may be determined to
                           be appropriate by the Committee or the Board in its
                           sole discretion, shall be made in the aggregate
                           number of shares reserved for issuance under the
                           Plan. However, no such adjustment shall exceed the
                           aggregate value of any outstanding Award prior to
                           such substitution or adjustment. The Board or
                           Committee may make such other adjustments as it deems
                           appropriate.

                  (e)      No Eligible Individual shall be granted Options,
                           Restricted Stock, or any combination thereof with
                           respect to more than 100,000 shares of Stock in any
                           fiscal year (subject to adjustment as provided in
                           Section 8.3(d).

         8.4      SECURITIES LAWS RESTRICTIONS. Issuance of shares of Stock or
                  other amounts under the Plan shall be subject to the
                  following:

                  (a)      If at any time the Committee determines that the
                           issuance of Stock under the Plan is or may be
                           unlawful under the laws of any applicable
                           jurisdiction, the right to exercise any Stock Option
                           or receive any Restricted Stock shall be suspended
                           until the Committee determines that such issuance is
                           lawful. The Company shall have no obligation to
                           effect any registration of qualification of the Stock
                           under federal or state laws.

                  (b)      Any person exercising a Stock Option or receiving
                           Restricted Stock shall make such representations
                           (including representations to the effect that such
                           person will not dispose of the Stock so acquired in
                           violation of federal and state securities laws) and
                           furnish such information as may, in the opinion of
                           counsel for the Company, be appropriate to permit the
                           Company to issue the Stock in compliance with
                           applicable federal and state securities laws. The
                           Committee may refuse to permit the exercise of a
                           Stock Option or issuance of Restricted Stock until
                           such representations and information have been
                           provided.

                  (c)      The Company may place an appropriate legend
                           evidencing any transfer restrictions on all shares of
                           Stock issued under the Plan and may issue stop
                           transfer instructions in respect thereof.

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                  (d)      To the extent that the Plan provides for issuance of
                           stock certificates to reflect the issuance of shares
                           of Stock, the issuance may be effected on a
                           non-certificated basis, to the extent not prohibited
                           by applicable law or the applicable rules of any
                           stock exchange.

         8.5      TAX WITHHOLDING. Each Eligible Individual shall, no later than
                  the date as of which the value of an Award first becomes
                  includible in such person's gross income for applicable tax
                  purposes, pay, pursuant to such arrangements as the Company
                  may establish from time to time, any federal, state, local or
                  other 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, and the Company
                  (and, where applicable, any Related Company), 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
                  Eligible Individual.

         8.6      PAYMENTS. Awards may be settled in any of the methods
                  described in Section 4.2(c). Any Award settlement, including
                  payment deferrals, may be subject to such conditions,
                  restrictions and contingencies as the Committee shall
                  determine. The Committee may permit or require the deferral of
                  any Award payment, subject to such rules and procedures as it
                  may establish, which may include provisions for the payment or
                  crediting of interest, or dividend equivalents, including
                  converting such credits into deferred Stock equivalents. Each
                  Related Company shall be liable for payment of cash due under
                  the Plan with respect to any Eligible Individual to the extent
                  that such benefits are attributable to the services rendered
                  for that Related Company by the Eligible Individual. Any
                  disputes relating to liability of a Related Company for cash
                  payments shall be resolved by the Committee.

         8.7      TRANSFERABILITY. Except as otherwise provided by the
                  Committee, Awards under the Plan may not be sold, pledged,
                  assigned, hypothecated, transferred, or disposed of in any
                  manner other than by beneficiary designation, will or by the
                  laws of descent and distribution. If the Committee makes an
                  Award transferrable, the Award Agreement shall set forth such
                  additional terms and conditions regarding transferability as
                  the Committee deems appropriate.

         8.8      FORM AND TIME OF ELECTIONS. Unless otherwise specified herein,
                  each election required or permitted to be made by any Eligible
                  Individual or other person entitled to benefits under the
                  Plan, and any permitted modification, or revocation thereof,
                  shall be in writing filed with the Committee at such times, in
                  such form, and subject to such restrictions and limitations,
                  not inconsistent with the terms of the Plan, as the Committee
                  shall require.

         8.9      AGREEMENT WITH COMPANY. Any Award under the Plan shall be
                  subject to such terms and conditions, not inconsistent with
                  the Plan, as the Committee shall, in its sole discretion,
                  prescribe. The terms and conditions of any Award shall be
                  reflected in an Award Agreement. A copy of the Award Agreement
                  shall be provided to the Eligible Individual, and the
                  Committee may, but need not require, the Eligible Individual
                  to sign the Award Agreement.

         8.10     LIMITATION OF IMPLIED RIGHTS.

                  (a)      Neither an Eligible Individual nor any other person
                           shall, by reason of participation in the Plan,
                           acquire any right in or title to any assets, funds or
                           property of the Company or any Related Company
                           whatsoever, including,

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                           without limitation, any specific funds, assets, or
                           other property which the Company or any Related
                           Company, in its sole discretion, may set aside in
                           anticipation of a liability under the Plan. An
                           Eligible Individual shall have only a contractual
                           right to the Stock or amounts, if any, payable under
                           the Plan, unsecured by any assets of the Company or
                           any Related Company, and nothing contained in the
                           Plan shall constitute a guarantee that the assets
                           of the Company or any Related Company shall be
                           sufficient to pay any benefits to any Eligible
                           Individual.

                  (b)      This Plan does not constitute a contract of
                           employment, and selection as a Eligible Individual
                           will not give the Eligible Individual the right to be
                           retained in the employ of the Company or any Related
                           Company, nor any right or claim to any future grants
                           or to any benefit under the Plan, unless such right
                           or claim has specifically accrued under the terms of
                           the Plan. Except as otherwise provided in the Plan,
                           no Award under the Plan shall confer upon an Eligible
                           Individual any rights of a shareholder of the Company
                           prior to the date on which the Eligible Individual
                           fulfills all conditions for receipt of such rights.

         8.11     TERMINATION FOR CAUSE. If the employment of an Eligible
                  Individual is terminated by the Company or a Related Company
                  for "cause," then the Committee shall have the right to cancel
                  any Options granted to the Eligible Individual under the Plan.
                  The term "cause" shall mean (1) the Eligible Individual's
                  violation of any provision of any non-competition agreement or
                  confidentiality agreement with the Company; (2) an illegal or
                  negligent action by the Eligible Individual that materially
                  and adversely affects the Company; (3) the Eligible
                  Individual's failure or refusal to perform his/her duties
                  (except when prevented by reason of illness or disability); or
                  (4) conviction of the Eligible Individual of a felony
                  involving moral turpitude.

         8.12     EVIDENCE. Evidence required of anyone under the Plan may be by
                  certificate, affidavit, document or other information which
                  the person acting on it considers pertinent and reliable, and
                  signed, made or presented by the proper party or parties.

9.       CHANGE IN CONTROL

         In the event of a Change in Control, if specifically documented in
either a special form of Award Agreement at the time of grant or amendment to an
existing Award Agreement, in each case on an individual-by-individual basis:

                  (a)      all or a portion (as determined by the Committee) of
                           outstanding Stock Options awarded to such individual
                           under the Plan shall become fully exercisable and
                           vested; and

                  (b)      the restrictions applicable to all or a portion (as
                           determined by the Committee) of any outstanding
                           Restricted Stock awards under the Plan held by an
                           Eligible Individual shall lapse and such shares shall
                           be deemed fully vested.

Notwithstanding the foregoing, no acceleration of vesting or termination of
restrictions on Restricted Stock shall occur if (a) all Awards are assumed by a
surviving corporation or its parent or (b) the surviving corporation or its
parent substitutes Awards with substantially the same terms for such Awards. The
Committee shall have the right to cancel Awards in the event of a Change in
Control, provided that in

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exchange for such cancellation, the Eligible Individual shall receive a cash
payment equal to the Change in Control consideration less the exercise price
of the Awards.

10.      COMMITTEE

         10.1     ADMINISTRATION. The Plan shall be administered by the
                  Compensation Committee of the Board or such other committee of
                  Directors as the Board shall designate, which shall consist of
                  not less than two Non-Employee Directors. The members of the
                  Committee shall be Non-Employee Directors and shall serve at
                  the pleasure of the Board. To the extent that the Board
                  determines it to be desirable to qualify Awards granted
                  hereunder as "performance-based compensation" within the
                  meaning of Section 162(m) of the Code, the Plan shall be
                  administered by a Committee of two or more "outside directors"
                  within the meaning of Section 162(m) of the Code. To the
                  extent that the Board determines it to be desirable to qualify
                  Awards as exempt under Rule 16b-3, the Award transactions
                  contemplated hereunder shall be structured to satisfy the
                  requirements for exemption under Rule 16b-3. All
                  determinations made by the Committee pursuant to the
                  provisions of the Plan shall be final and binding on all
                  persons, including the Company and Eligible Individuals. The
                  Board may administer the Plan or exercise any or all of the
                  administration duties of the Committee at any time when a
                  Committee meeting the requirements of this Section has not
                  been appointed, and the Board may exempt Awards pursuant to
                  Rule 16b-3(d)(1) of the Exchange Act.

         10.2     POWERS OF COMMITTEE. The Committee shall have the following
                  authority with respect to Awards under the Plan: to grant
                  Awards; to adopt, alter and repeal such administrative rules,
                  guidelines and practices governing the Plan as it shall deem
                  advisable; to interpret the terms and provisions of the Plan
                  and any Award granted under the Plan; and to otherwise
                  supervise the administration of the Plan. In particular, and
                  without limiting its authority and powers, the Committee shall
                  have the authority:

                  (a)      to determine whether and to what extent any Award or
                           combination of Awards will be granted hereunder;

                  (b)      to select the Eligible Individuals to whom Awards
                           will be granted;

                  (c)      to determine the number of shares of Stock to be
                           covered by each Award granted hereunder subject to
                           the limitations contained herein;

                  (d)      to determine the terms and conditions of any Award
                           granted hereunder, including, but not limited to, any
                           vesting or other restrictions based on such
                           performance objectives and such other factors as the
                           Committee may establish, and to determine whether the
                           performance objectives and other terms and conditions
                           of the Award are satisfied;

                  (e)      to determine the treatment of Awards upon the
                           Eligible Individual's retirement, disability, death,
                           termination for cause or other termination of
                           employment or service;

                  (f)      to determine that amounts equal to the amount of any
                           dividends declared with respect to the number of
                           shares covered by an Award (i) will be paid to the
                           Eligible Individual currently or (ii) will be
                           deferred and deemed to be reinvested

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                           or (iii) will otherwise be credited to the Eligible
                           Individual or that the Eligible Individual has no
                           rights with respect to such dividends;

                  (g)      to amend the terms of any Award, prospectively or
                           retroactively; provided, however, that no amendment
                           shall impair the rights of the Eligible Individual
                           without his or her written consent; and

                  (h)      to substitute new Stock Options for previously
                           granted Stock Options, or for options granted under
                           other plans or agreements, in each case including
                           previously granted options having higher option
                           prices.

Determinations by the Committee under the Plan relating to the form, amount, and
terms and conditions of Awards need not be uniform, and may be made selectively
among Eligible Individuals who receive Awards under the Plan, whether or not
such Eligible Individuals are similarly situated. The Committee shall have the
power to accelerate the time at which an Award may first be exercised or the
time during which an Award or any part thereof will vest in accordance with the
Plan, notwithstanding any provisions in an Award Agreement stating the time at
which the Award may first be exercised or the time during which the Award will
vest.

         10.3     DELEGATION BY COMMITTEE. Except to the extent prohibited by
                  applicable law or the applicable rules of a stock exchange,
                  the Committee may allocate all or any portion of its
                  responsibilities and powers to any one or more of its members
                  and may delegate all or any part of its responsibilities and
                  powers to any person or persons selected by it. Any such
                  allocation or delegation may be revoked by the Committee at
                  any time.

         10.4     INFORMATION TO BE FURNISHED TO COMMITTEE. The Company and any
                  Related Company shall furnish the Committee with such data and
                  information as it determines may be required for it to
                  discharge its duties. The records of the Company and any
                  Related Company as to an Eligible Individual's employment,
                  termination of employment, leave of absence, reemployment and
                  compensation shall be conclusive on all persons unless
                  determined to be incorrect. Eligible Individuals and other
                  persons entitled to benefits under the Plan must furnish the
                  Committee such evidence, data or information as the Committee
                  considers desirable to carry out the terms of the Plan.

         10.5     NON-LIABILITY OF BOARD AND COMMITTEE. No member of the Board
                  or the Committee, nor any officer or employee of the Company
                  acting on behalf of the Board or the Committee, shall be
                  personally liable for any action, determination or
                  interpretation taken or made with respect to the Plan, and all
                  members of the Board or the Committee and all officers or
                  employees of the Company acting on their behalf shall, to the
                  extent permitted by law, be fully indemnified and protected by
                  the Company with respect to any such action, determination or
                  interpretation.

11.      AMENDMENT AND TERMINATION

         The Board may, at any time, amend or terminate the Plan, provided that
no amendment or termination may, in the absence of written consent to the change
by the affected Eligible Individual (or, if the Eligible Individual is not then
living, the affected beneficiary), adversely affect the rights of any Eligible
Individual or beneficiary under any Award granted under the Plan prior to the
date such amendment is adopted by the Board; provided that adjustments made
pursuant to Subsection 8.3(d) shall not be subject to the foregoing limitations
of this Section 11. An amendment shall be subject to approval by the Company's
shareholders only to the extent required by applicable laws, regulations or
rules of a stock exchange or similar entity.

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12.      GENERAL PROVISIONS

         12.1     AWARD AGREEMENTS. No Eligible Individual will have rights
                  under an Award granted to such Eligible Individual unless and
                  until an Award Agreement has been duly executed on behalf of
                  the Company and the Eligible Individual.

         12.2     NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained
                  in the Plan shall prevent the Company or any Related Company
                  from adopting or continuing in effect other or additional
                  compensation arrangements, and such arrangements may be either
                  generally applicable or applicable only in specific cases.

         12.3     HEADINGS. The headings of the sections and subsections of this
                  Plan are intended for the convenience of the parties only and
                  shall in no way be held to explain, modify, construe, limit,
                  amplify or aid in the interpretation of the provisions hereof.

         12.4     BENEFICIARIES. An Eligible Individual may, from time to time,
                  name any beneficiary or beneficiaries (who may be named
                  contingently or successively) to whom any benefit under the
                  Plan may be paid or transferred in case of death. Each
                  designation will revoke all prior designations, shall be in a
                  form prescribed by the Committee, and will be effective only
                  when filed by the Eligible Individual in writing with the
                  Committee during his or her lifetime. In the absence of any
                  such designation, benefits outstanding at the Eligible
                  Individual's death shall be paid or transferred to his or her
                  estate. There shall be no third party beneficiaries of or to
                  this Plan. Any beneficiary of the Eligible Individual shall
                  have only a claim to such benefits as may be determined to be
                  payable hereunder, if any, and shall not, under any
                  circumstances other than the right to claim such benefits, be
                  deemed a third party beneficiary of or to this Plan.

         12.5     REPURCHASE OPTION. The terms of any repurchase option shall be
                  specified in the Award Agreement.

         12.6     GOVERNING LAW. The Plan, and all agreements hereunder, shall
                  be construed in accordance with and governed by the laws of
                  the State of Minnesota, except to the extent preempted by
                  federal law, without regard to the principles of comity or the
                  conflicts of law provisions of any jurisdiction.

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