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                                                                    EXHIBIT 10.3


                                CV DYNAMICS, INC.

                         1993 DIRECTOR STOCK OPTION PLAN

         1. PURPOSE OF THE PLAN. The purpose of this 1993 Director Stock Option
Plan, adopted by the Board on November 6, 1993, is to attract and retain the
best available individuals to serve as Directors of the Company, to provide
additional incentive to the Outside Directors of the Company to serve as
Directors, and to encourage their continued service on the Board.

         The Company intends that the options granted hereunder shall not
constitute incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986. The Plan is intended to comply with the
requirements of Rule 16b-3 under the Exchange Act.

         2. Definitions. As used herein, the following definitions shall apply:

                  (a)      "BOARD" shall mean the Board of Directors of the
                           Company.

                  (b)      "COMMON STOCK" shall mean the Common Stock, $.01 par
                           value per share, of the Company.

                  (c)      "COMPANY" shall mean CV Dynamics, Inc., a Minnesota
                           corporation.

                  (d)      "COMMITTEE" shall mean a committee of the Board
                           appointed by the Board to administer the Plan.

                  (e)      "CONTINUOUS SERVICE AS A DIRECTOR" shall mean the
                           absence of any interruption or termination of service
                           as a Director. Continuous Service as a Director shall
                           not be considered interrupted in the case of sick
                           leave, military leave, or any other leave of absence
                           approved by the Board or Committee.

                  (f)      "DIRECTOR" shall mean a member of the Board.

                  (g)      "EMPLOYEE" shall mean any person, including officers
                           and Directors, employed by the Company or any Parent
                           or Subsidiary of the Company. The payment of fees to
                           a Director or the holding of a corporate office shall
                           not be sufficient in and of itself to constitute
                           "employment" by the Company.

                  (h)      "EXCHANGE ACT" shall mean the Securities Exchange Act
                           of 1934, as amended.

                  (i)      "OPTION" shall mean a stock option granted pursuant
                           to the Plan.

                  (j)      "OPTIONED STOCK" shall mean the Common Stock subject
                           to an Option.

                  (k)      "OPTIONEE" shall mean an Outside Director who
                           receives an option.

                  (l)      "OUTSIDE DIRECTOR" shall mean a Director who is not
                           an Employee.

                  (m)      "PARENT" shall mean a "parent corporation," whether
                           now or hereafter existing, as defined in Section
                           424(e) of the Internal Revenue Code of 1986, as
                           amended.


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                  (n)      "PLAN" shall mean this 1993 Director Stock Option
                           Plan.

                  (o)      "SHARE" shall mean a share of Common Stock, as
                           adjusted in accordance with Section 12 of the Plan.

                  (p)      "SUBSIDIARY" shall mean a "subsidiary corporation,"
                           whether now or hereafter existing, as defined in
                           Section 424(f) of the Internal Revenue Code of 1986,
                           as amended.

         3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 12
of the Plan, the maximum aggregate number of shares which may be optioned and
sold under the Plan is 500,000 shares of Common Stock. The shares may be
authorized, but unissued, or reacquired Common Stock.

                  If an Option expires or becomes unexercisable for any reason
without having been exercised in full, the unexercised Shares which were subject
thereto shall, unless the Plan has been terminated, become available for future
grant under the Plan. If Shares which were acquired upon exercise of an Option
are subsequently repurchased by the Company, such Shares shall not become
available for future grant under the Plan.

         4. AUTOMATIC GRANT OF OPTIONS. All grants of Options hereunder shall be
automatic and non-discretionary and shall be made strictly in accordance with
the following provisions:

                  (a)      No person shall have any discretion to select which
                           Outside Directors shall be granted Options or to
                           determine the number of Shares to be covered by
                           Options granted to Outside Directors.

                  (b)      Each Outside Director, including persons who are
                           Outside Directors on the date of adoption of the
                           Plan, shall be automatically granted an option to
                           purchase 10,000 Shares (the "First Option") upon the
                           effective date of the Plan, as determined in
                           accordance with Section 8 hereof. Each other Outside
                           Director shall be automatically granted an option to
                           purchase 5,000 shares (also "First Option") on which
                           such person first becomes an Outside Director,
                           whether through election by the shareholders of the
                           Company or appointment by the Board to fill a
                           vacancy.

                  (c)      After the First Option has been granted to an Outside
                           Director, such Outside Director shall thereafter be
                           automatically granted an Option to purchase 5,000
                           shares on the first and each successive anniversary
                           of the grant of the First Option; provided, however,
                           that in no event shall an Outside Director be granted
                           options to purchase in the aggregate more than 25,000
                           shares pursuant to the Plan.

                  (d)      Notwithstanding the provisions of Sections 4(b) and
                           (c) hereof, in the event that a grant would cause the
                           number of Shares subject to outstanding Options to
                           Outside Directors plus Shares previously purchased
                           upon exercise of Options by Outside Directors to
                           exceed 500,000 Shares, then each such automatic grant
                           shall be for that number of Shares determined by
                           dividing the total number of Shares remaining
                           available for grant by the number of Outside
                           Directors on the automatic grant date. Any further
                           grants shall then be deferred until such time, if
                           any, as additional Shares become available for grant
                           under the Plan through action of the shareholders to
                           increase the number of Shares which may be issued

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                           under the Plan or through cancellation or expiration
                           of Options previously granted hereunder.

         5. OPTION TERMS AND CONDITIONS. The terms and conditions of an Option
granted hereunder shall be as follows:

                  (a)      subject to Section 5(c), the term of each Option
                           shall be five (5) years, subject to Sections 12 and
                           13 hereof.

                  (b)      the First Option shall become exercisable in full
                           beginning on the later of (i) the first anniversary
                           of the grant of the Option or (ii) six (6) months
                           after the date on which the Plan is first approved by
                           the shareholders of the Company in accordance with
                           Rule 16b-3 under the Exchange Act and each subsequent
                           Option shall become exercisable in full beginning on
                           the first anniversary of the grant of such Option,
                           provided in each case that the Outside Director shall
                           have maintained Continuous Service as an Outside
                           Director throughout such 12-month period.

                  (c)      the Option shall be exercisable only while the
                           Outside Director serves as an Outside Director of the
                           Company, and for a period of six (6) months after
                           ceasing to be an Outside Director pursuant to Section
                           10(b) hereof.

                  (d)      the exercise price per Share shall be 100% of the
                           fair market value per Share on the date of grant of
                           the Option, as determined in accordance with Section
                           9(a) hereof.

                  (e)      the effectiveness of any Options granted hereunder is
                           conditioned upon shareholder approval of the Plan in
                           accordance with Rule 16b-3 under the Exchange Act.

         6. ADMINISTRATION OF AND GRANTS OF OPTIONS UNDER THE PLAN.

                  (a)      ADMINISTRATION. Except as otherwise required herein,
                           the Plan shall be administered by the Board or a
                           Committee.

                  (b)      POWERS OF THE BOARD OR COMMITTEE. Subject to the
                           provisions and restrictions of the Plan, the Board or
                           Committee shall have the authority, in its
                           discretion: (i) to determine, upon review of relevant
                           information and in accordance with Section 9(a)
                           hereof, the fair market value of the Common Stock;
                           (ii) to interpret the Plan; (iii) to prescribe, amend
                           and rescind rules and regulations relating to the
                           Plan; (iv) to authorize any person to execute on
                           behalf of the Company any instrument required to
                           effectuate the grant of an Option hereunder; and (v)
                           to make all other determinations deemed necessary or
                           advisable for the administration of the Plan.

                  (c)      EFFECT OF BOARD'S DECISION. All decisions,
                           determinations and interpretations of the Board or
                           Committee shall be final and binding on all Optionees
                           and any other holders of any Options granted under
                           the Plan.

                  (d)      SUSPENSION OR TERMINATION OF OPTION. If the Board or
                           Committee reasonably believes that an Optionee has
                           committed an act of misconduct, it may suspend the
                           Optionee's right to exercise any Option pending a
                           determination by the Board

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                           or Committee (excluding the Outside Director accused
                           of such misconduct). If the Board or Committee
                           (excluding the Outside Director accused of such
                           misconduct) determines that an Optionee has
                           committed an act of embezzlement, fraud, dishonesty,
                           nonpayment of an obligation owed to the Company,
                           breach of fiduciary duty or deliberate disregard of
                           the Company's rules resulting in loss, damage or
                           injury to the Company, or if an Optionee makes an
                           unauthorized disclosure of any Company trade secret
                           or confidential information, engages in any conduct
                           constituting unfair competition with respect to the
                           Company, or induces any party to breach a contract
                           with the Company, neither the Optionee nor the
                           Optionee's estate shall be entitled to exercise any
                           Option whatsoever. In making such determination, the
                           Board or Committee (excluding the Outside Director
                           accused of such misconduct) shall act fairly and
                           shall give the Optionee an opportunity to appear and
                           present evidence on the Optionee's behalf at a
                           hearing before the Board or Committee.

                  (e)      DATE OF GRANT OF OPTIONS. The date of grant of an
                           Option shall, for all purposes, be the date
                           determined in accordance with Section 4 hereof,
                           notwithstanding the fact that an Optionee may not
                           have entered into an option agreement with the
                           Company on such date. Notice of the grant of an
                           Option shall be given to the Optionee within a
                           reasonable time after the date of such grant.

         7. ELIGIBILITY. Options may be granted only to Outside Directors. All
options shall be automatically granted in accordance with the terms set forth in
Section 4 hereof. The Plan shall not confer upon any Optionee any right with
respect to continuation of service as a Director or nomination to serve as a
Director, nor shall it interfere in any way with any rights which a Director or
the Company may have to terminate such Director's directorship at any time.

         8. TERM OF PLAN. The effective date of this Plan is November 6, 1993,
the date upon which it was adopted by the Board. The Plan shall continue in
effect for a term of ten (10) years unless terminated sooner under Section 13
hereof.

         9. FAIR MARKET VALUE AND FORM OF CONSIDERATION.

                  (a)      FAIR MARKET VALUE. The fair market value per share
                           shall be determined as follows:

                           (i)      if the Common Stock is listed on a national
                                    securities exchange or admitted to unlisted
                                    trading privileges on such exchange, the
                                    fair market value on any given day shall be
                                    the closing sale price for the Common Stock
                                    on such day, as reported in the Wall Street
                                    Journal or other newspaper of general
                                    circulation;

                           (ii)     if the Common Stock is not listed on a
                                    national securities exchange, the fair
                                    market value on any given day shall be the
                                    closing sale price for the Common Stock on
                                    the NASDAQ National Market System on such
                                    day, as reported in the Wall Street Journal
                                    or other newspaper of general circulation;

                           (iii)    if the Common Stock is not listed on a
                                    national securities exchange, is not
                                    admitted to unlisted trading privileges on
                                    any such exchange, and is not eligible for
                                    inclusion on the NASDAQ National Market
                                    System, the

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                                    fair market value on any given day shall be
                                    the average of the closing representative
                                    bid and asked prices on such day, as
                                    reported on the NASDAQ System, and if not
                                    reported on such system, then as reported
                                    by the National Quotation Bureau, Inc. or
                                    such other publicly available compilation
                                    of the bid and asked prices of the Common
                                    Stock in any over-the-counter market on
                                    which the Common Stock is traded; or

                           (iv)     if there exists no public trading market for
                                    the Common Stock, the fair market value on
                                    any given day shall be an amount determined
                                    by the Board or Committee in such manner as
                                    it may reasonably determine in its
                                    discretion, provided that such amount shall
                                    not be less than the book value per share as
                                    reasonably determined by the Board or
                                    Committee as of the date of determination
                                    nor less than the par value of the Stock.

                  (b)      FORM OF CONSIDERATION. The consideration to be paid
                           for the Shares to be issued upon exercise of an
                           Option shall consist entirely of cash or such other
                           form of consideration as the Board or Committee may
                           determine, in its sole discretion, to be appropriate
                           for payment, including but not limited to other
                           shares of Common Stock having a fair market value on
                           the date of surrender equal to the aggregate exercise
                           price of the Shares as to which the Option is
                           exercised, or any combination of such methods of
                           payment.

         10. EXERCISE OF OPTION.

                  (a)      PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any
                           Option granted hereunder shall be exercisable at such
                           times as are set forth in Section 5 hereof. An Option
                           may not be exercised for a fraction of a Share.

                                    An Option shall be deemed to be exercised
                           when written notice of such exercise has been given
                           to the Company in accordance with the terms of the
                           Option by the person entitled to exercise the Option
                           and full payment for the Shares with respect to which
                           the Option is exercised has been received by the
                           Company. Full payment may consist of any
                           consideration and method of payment allowable under
                           Section 9(b) hereof. Until the issuance (as evidenced
                           by the appropriate entry on the books of the Company
                           or of a duly authorized transfer agent of the
                           Company) of the stock certificate evidencing such
                           Shares, no right to vote or receive dividends or any
                           other rights as a shareholder shall exist with
                           respect to the Optioned Stock, notwithstanding the
                           exercise of the Option. A share certificate for the
                           number of Shares so acquired shall be issued to the
                           Optionee as soon as practicable after exercise of the
                           Option. No adjustment will be made for a dividend or
                           other right for which the record date is prior to the
                           date the stock certificate is issued, except as
                           provided in Section 12 hereof.

                                    Exercise of an Option in any manner shall
                           result in a decrease in the number of Shares which
                           thereafter may be available, both for purposes of the
                           Plan and for sale under the Option, by the number of
                           Shares as to which the Option was exercised.

                  (b)      TERMINATION OF STATUS AS A DIRECTOR. If an Optionee
                           ceases to serve as a Director, the Optionee may, but
                           only within six (6) months after the date the
                           Optionee ceases to be an Outside Director of the
                           Company, exercise his or her Option to the extent the
                           Optionee was entitled to exercise it at the date of
                           such termination.

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                           To the extent that the Optionee was not entitled to
                           exercise an Option at the date of such termination,
                           or if the Optionee does not exercise such Option
                           within the time specified herein, the Option shall
                           terminate.

                  (c)      DEATH OF OPTIONEE. In the event of the death of an
                           Optionee occurring:

                           (i)      during the term of the Option, and provided
                                    that the Optionee was at the time of death a
                                    Director of the Company and had been in
                                    Continuous Service as a Director since the
                                    date of grant of the Option, the Option may
                                    be exercised, at any time within six (6)
                                    months following the date of death, by the
                                    Optionee's estate or by a person who
                                    acquired the right to exercise the Option by
                                    bequest or inheritance, but only to the
                                    extent of the right to exercise that would
                                    have accrued had the Optionee continued
                                    living and remained in Continuous Service a
                                    Director for six (6) months after the date
                                    of death.

                           (ii)     within thirty (30) days after the
                                    termination of Continuous Service as a
                                    Director, the Option may be exercised, at
                                    any time within six (6) months following the
                                    date of death, by the Optionee's estate or
                                    by a person who acquired the right to
                                    exercise the Option by bequest or
                                    inheritance, but only to the extent of the
                                    right to exercise that had accrued at the
                                    date of termination of Continuous Service as
                                    a Director.

         11. NON-TRANSFERABILITY OF OPTIONS. The Option may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee.

         12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. The number of
shares of Common Stock covered by each outstanding Option, and the number of
shares of Common Stock which have been authorized for issuance under the Plan
but as to which Options have not yet been granted or which have been returned to
the Plan upon cancellation or expiration of an Option, as well as the price per
share of Common Stock covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
and outstanding shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued shares of
Common Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, or options or rights to purchase
shares of stock of any class shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock
subject to an Option.

                  In the event of the proposed dissolution or liquidation of the
Company, each Option will terminate immediately prior to the consummation of
such proposed action, unless otherwise provided by the Board. The Board may, in
the exercise of its sole discretion in such instances, declare that any Option
shall terminate as of a date fixed by the Board and give each Optionee the right
to exercise his or her Option as to all or any part of the Optioned Stock,
including Shares as to which the Option would not otherwise be exercisable. In
the event of a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another corporation, the
Option shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such

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successor corporation, unless the Board determines, in the exercise of its
sole discretion and in lieu of such assumption or substitution, that the
Optionee shall have the right to exercise the Option as to all of the
Optioned Stock, including Shares as to which the Option would not otherwise
be exercisable. If the Board makes an Option fully exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the
Board shall notify the Optionee that the Option shall be fully exercisable
for a period of ten (10) days from the date of such notice, and the Option
will terminate upon the expiration of such period.

         13. AMENDMENT, TERMINATION AND APPROVAL OF THE PLAN. The Board may at
any time amend or terminate the Plan, except that the Board shall not amend the
Plan more than once every six (6) months with respect to the provisions of the
Plan relating to the amount, price, and timing of grants, other than to comply
with changes in the Internal Revenue Code of 1986, the Employee Retirement
Income Security Act of 1974, as amended, or the regulations thereunder. No
Option may be granted after the Plan is terminated. The foregoing provisions of
this Section notwithstanding, no amendment or termination shall, without the
consent of the holder of an Option, alter or impair any rights or obligations
under any Option theretofore granted under the Plan except as is permitted
pursuant to Section 12 of the Plan.

                  If any amendment to the Plan requires approval by the
shareholders of the Company for continued applicability of Rule 16b-3 under the
Exchange Act, or for initial or continued listing of the Common Stock or other
securities of the Company upon any stock exchange, then such amendment shall be
approved by the holders of a majority of the Company's outstanding capital stock
entitled to vote.

         14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of the NASD or any stock
exchange upon which the Shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.

                  As a condition to the exercise of an Option, the Company may
require the person exercising such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares, if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law. Such Shares may also be issued
with appropriate legends on stock certificates representing such Shares, and the
Company may place stop transfer orders with respect to such Shares.

                  Inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained.

         15. RESERVATION OF SHARES. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

         16. OPTION AGREEMENT. Options shall be evidenced by written option
agreements in substantially the form attached hereto or in such other form as
the Board or Committee shall approve.

         17. INFORMATION TO OPTIONEES. The Company shall provide to each
Optionee, during the period for which such Optionee has one or more Options
outstanding, copies of all annual reports and other information which are
provided to all shareholders of the Company.

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                                CV DYNAMICS, INC.
                             STOCK OPTION AGREEMENT
                   PURSUANT TO 1993 DIRECTOR STOCK OPTION PLAN

Option No.: __________

         This AGREEMENT is dated as of ____ day of ___________, 1993, and is
entered into by and between CV Dynamics, Inc., a Minnesota corporation (the
"Company") and (the "Optionee").

                              W I T N E S S E T H :

         1. GRANT OF OPTION. Pursuant to the provisions of the CV Dynamics, Inc.
1993 Director Stock Option Plan (the "Plan") and subject to shareholder approval
of the Plan in accordance with the provisions of Rule 16b-3 under the Securities
Exchange Act of 1934 and to the additional conditions set forth herein, the
Optionee has been automatically granted on the date hereof the right and option
to purchase from the Company all or a part of an aggregate of 5,000 shares of
Common Stock ($.01 par value) of the Company (the "Stock") at the purchase price
of $1.00 per share (the "Option"). The Option does not constitute an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code of
1986.

         2. TERMS AND CONDITIONS. It is understood and agreed that the option
evidenced hereby is subject to the following terms and conditions and to the
terms and conditions of the Plan:

                  (a) EXPIRATION DATE. Subject to the provisions of Section 5(c)
         of the Plan, the option shall expire five years after the date hereof.

                  (b) EXERCISE OF OPTION. The Option shall become exercisable in
         full beginning on the later of (i) the first anniversary of the grant
         of the Option or (ii) six (6) months after the date on which the Plan
         is first approved by the shareholders of the Company in accordance with
         Rule 16b-3 under the Securities Exchange Act of 1934, as amended,
         provided that the Optionee shall have maintained Continuous Service as
         an outside director throughout such 12-month period. The Option shall
         be exercisable only while the Optionee serves as an outside director of
         the Company, and for a period six (6) months after ceasing to be an
         outside director pursuant to Section 10 hereof. "Continuous Service"
         shall mean the absence of any interruption or termination of service as
         a director. Continuous Service as a director shall not be considered
         interrupted in the case of sick leave, military leave, or any other
         leave approved by the Company's Board of Directors.

         Any exercise shall be accompanied by a written notice to the Company
specifying the number of shares as to which the option is being exercised.
Notation of any partial exercise shall be made by the Company on Schedule I
hereto.

                  (c) PAYMENT OF PURCHASE PRICE UPON EXERCISE. At the time of
         any exercise, the purchase price of the shares as to which this option
         is exercised shall be paid in cash to the Company, unless, in
         accordance with the provisions of Section 9(b) of the Plan, the Board
         of Directors shall permit payment of the purchase price in another
         manner.

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                  (d) EXERCISE UPON DEATH OR TERMINATION OF STATUS AS A
         DIRECTOR.

                           (i) TERMINATION OF STATUS AS A DIRECTOR. If the
                  Optionee ceases to serve as a director, the Optionee may, but
                  only within six (6) months after the date the Optionee ceases
                  to be an outside director of the Company, exercise his or her
                  Option to the extent the Optionee was entitled to exercise it
                  at the date of such termination. To the extent that the
                  Optionee was not entitled to exercise an Option at the date of
                  such termination, or if the Optionee does not exercise such
                  Option within the time specified herein, the Option shall
                  terminate.

                           (ii) DEATH OF OPTIONEE. In the event of the death of
                  an Optionee occurring:

                                    (A) during the term of the Option, and
                           provided that the Optionee was at the time of death a
                           Director of the Company and had been in Continuous
                           Service as a Director since the date of grant of the
                           Option, the Option may be exercised, at any time
                           within six (6) months following the date of death, by
                           the Optionee's estate or by a person who acquired the
                           right to exercise the Option by bequest or
                           inheritance, but only to the extent of the right to
                           exercise that would have accrued had the Optionee
                           continued living and remained in Continuous Service a
                           director for six (6) months after the date of death.

                                    (B) within thirty (30) days after the
                           termination of Continuous Service as a director, the
                           Option may be exercised, at any time within six (6)
                           months following the date of death, by the Optionee's
                           estate or by a person who acquired the right to
                           exercise the Option by bequest or inheritance, but
                           only to the extent of the right to exercise that had
                           accrued at the date of termination of Continuous
                           Service as a director.

                  (e) NON-TRANSFERABILITY OF OPTIONS. The Option may not be
         sold, pledged, assigned, hypothecated, transferred, or disposed of in
         any manner other than by will or by the laws of descent or distribution
         and may be exercised, during the lifetime of the Optionee, only by the
         Optionee.

                  (f) ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. The
         number of shares of Common Stock covered by this Option and the
         exercise price shall be proportionately adjusted for any increase or
         decrease in the number of issued and outstanding shares of Common Stock
         resulting from a stock split, reverse stock split, stock dividend,
         combination or reclassification of the Common Stock, or any other
         increase or decrease in the number of issued shares of Common Stock
         effected without receipt of consideration by the Company; provided,
         however, that conversion of any convertible securities of the Company
         shall not be deemed to have been "effected without receipt of
         consideration." Such adjustment shall be made by the Board, whose
         determination in that respect shall be final, binding and conclusive.
         Except as expressly provided herein or in the Plan, no issuance by the
         Company of shares of stock of any class, or securities convertible into
         shares of stock of any class, or options or rights to purchase shares
         of stock of any class shall affect, and no adjustment by reason thereof
         shall be made with respect to, the number or price of shares of Common
         Stock subject to this Option.

                  In the event of the proposed dissolution or liquidation of the
Company, the Option will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. The Board may, in the
exercise of its sole discretion in such instances, declare that the Option shall
terminate as of a date fixed by the Board and give the Optionee the right to
exercise his or her

                                       9
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Option as to all or any part of the Stock. If the Board makes an Option fully
exercisable in the event of a merger or sale of assets, the Board shall
notify the Optionee that the Option shall be fully exercisable for a period
of ten (10) days from the date of such notice, and the Option will terminate
upon the expiration of such period.

                  (g) NO RIGHTS AS SHAREHOLDER. The Optionee shall have no
         rights as a shareholder with respect to any shares of Stock subject to
         this Option prior to the date of issuance to him or her of a
         certificate or certificates for such shares.

                  (h) NO RIGHT TO CONTINUED STATUS AS A DIRECTOR. This Option
         shall not confer upon the Optionee any right with respect to continued
         status as a director of the Company, nor shall it interfere in any way
         with the right of the Company or the shareholders to terminate his or
         her status as a director at any time.

                  (i) COMPLIANCE WITH LAW AND REGULATIONS. This Option and the
         obligation of the Company to sell and deliver shares hereunder shall be
         subject to all applicable federal and state laws, rules and regulations
         and to such approvals by any government or regulatory agency as may be
         required. The Company shall not be required to issue or deliver any
         certificates for shares of Stock prior to (i) compliance with the
         regulations of the NASD or any stock exchange on which the Stock may
         then be listed and (ii) the completion of any registration or
         qualification of such shares under any federal or state law, or any
         rule or regulation of any government body which the Company shall, in
         its sole discretion, determine to be necessary or advisable. Moreover,
         this Option may not be exercised if its exercise or the receipt of
         shares of Stock pursuant hereto would be contrary to applicable law.

         3. INVESTMENT REPRESENTATION. As a condition to the exercise of the
Option, the Company may require the person exercising the Option to represent
and warrant at the time of exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such shares,
if, in the opinion of counsel for the Company, such a representation is required
by any relevant provisions of law. The shares may be issued with appropriate
legends on stock certificates representing the shares, and the Company may place
stop transfer orders with respect to the shares.

         4. OPTIONEE BOUND BY PLAN. The Optionee hereby acknowledges receipt of
a copy of the Plan and agrees to be bound by all the terms and provisions
thereof.

         5. NOTICES. Any notice hereunder to the Company shall be addressed to
it at its principal executive offices, located at 9605 West Jefferson Trail,
Inver Grove Heights, Minnesota 55077; and any notice hereunder to the Optionee
shall be addressed to him or her at the address set forth below; subject to the
right of either party to designate at any time hereunder in writing some other
address.

         6. COUNTERPARTS. This Agreement may be executed in two counterparts
each of which shall constitute one and the same instrument.

                                       10

<Page>



         IN WITNESS WHEREOF, CV Dynamics, Inc. has caused this Agreement to be
executed by its President or a Vice President and the Optionee has executed this
Agreement, both as of the day and year first above written.

                                       CV DYNAMICS, INC.


                                       By:
                                          ----------------------
                                                 President

-------------------------------
Optionee (signature)

Name and address of Optionee
(type or print):
-------------------------------
-------------------------------
-------------------------------







                  SCHEDULE I - NOTATIONS AS TO PARTIAL EXERCISE
<Table>
<Caption>

------------------------ ---------------------- ---------------------- ---------------------- ----------------------
   Date of Exercise       Number of Purchased   Balance of Shares on   Authorized Signature       Notation Date
                                Shares                 Option
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S>                      <C>                    <C>                    <C>                    <C>

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

</Table>

                                       11