MEDGENESIS INC.

                          2000 LONG-TERM INCENTIVE PLAN

         The MEDGENESIS INC. 2000 Long-Term Incentive Plan (hereinafter called
the "Plan") was adopted by the Board of Directors of MEDGENESIS INC., a
Minnesota corporation (hereinafter called the "Company"), effective as of July
18, 2000.

                                    ARTICLE 1

                                     PURPOSE

         The purpose of the Plan is to attract and retain the services of key
management employees of the Company and its Subsidiaries and to provide such
persons with a proprietary interest in the Company through the granting of
restricted stock awards that will

         (a)      increase the interest of such persons in the Company's
                  welfare;

         (b)      furnish an incentive to such persons to continue their
                  services for the Company; and

         (c)      provide a means through which the Company may attract able
                  persons as employees.

         With respect to Reporting Participants, the Plan and all transactions
under the Plan are intended to comply with all applicable conditions of Rule
16b-3 promulgated under the Securities Exchange Act of 1934 (the "1934 Act"). To
the extent any provision of the Plan or action by the Committee fails to so
comply, it shall be deemed null and void AB INITIO, to the extent permitted by
law and deemed advisable by the Committee.


                                    ARTICLE 2

                                   DEFINITIONS

         For the purpose of the Plan, unless the context requires otherwise, the
following terms shall have the meanings indicated:

         2.1 "Award" means the grant of any Restricted Stock (referred to herein
as an "Incentive").

         2.2 "Award Agreement" means a written agreement between a Participant
and the Company that sets out the terms of the grant of an Award.

         2.3 "Award Period" means the period during which one or more Incentives
granted under an Award may be exercised.

         2.4 "Board" means the board of directors of the Company.


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         2.5 "Change of Control" means any of the following: (i) any
consolidation, merger or share exchange of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which shares of the
Company's Common Stock would be converted into cash, securities or other
property, other than a consolidation, merger or share exchange of the Company in
which the holders of the Company's Common Stock immediately prior to such
transaction have the same proportionate ownership of Common Stock of the
surviving corporation immediately after such transaction; (ii) any sale, lease,
exchange or other transfer (excluding transfer by way of pledge or
hypothecation) in one transaction or a series of related transactions, of all or
substantially all of the assets of the Company; (iii) the stockholders of the
Company approve any plan or proposal for the liquidation or dissolution of the
Company; (iv) the cessation of control (by virtue of their not constituting a
majority of directors) of the Board by the individuals (the "Continuing
Directors") who (x) at the date of this Plan were directors or (y) become
directors after the date of this Plan and whose election or nomination for
election by the Company's stockholders was approved by a vote of at least
two-thirds of the directors then in office who were directors at the date of
this Plan or whose election or nomination for election was previously so
approved; (v) the acquisition of beneficial ownership (within the meaning of
Rule 13d-3 under the 1934 Act) of an aggregate of 20% of the voting power of the
Company's outstanding voting securities by any person or group (as such term is
used in Rule 13d-5 under the 1934 Act) who beneficially owned less than 15% of
the voting power of the Company's outstanding voting securities on the date of
this Plan, or the acquisition of beneficial ownership of an additional 5% of the
voting power of the Company's outstanding voting securities by any person or
group who beneficially owned at least 15% of the voting power of the Company's
outstanding voting securities on the date of this Plan, provided, however, that
notwithstanding the foregoing, an acquisition shall not constitute a Change of
Control hereunder if the acquiror is (x) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company and acting in such
capacity, (y) a Subsidiary of the Company or a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of voting securities of the Company or (z) any
other person whose acquisition of shares of voting securities is approved in
advance by a majority of the Continuing Directors; or (vi) in a Title 11
bankruptcy proceeding, the appointment of a trustee or the conversion of a case
involving the Company to a case under Chapter 7.

         2.6 "Code" means the Internal Revenue Code of 1986, as amended.

         2.7 "Committee" means the committee appointed or designated by the
Board to administer the Plan in accordance with Article 3 of this Plan.

         2.8 "Common Stock" means the common stock which the Company is
currently authorized to issue or may in the future be authorized to issue.

         2.9 "Company" means MEDGENESIS INC. , a Minnesota corporation, and any
successor entity.

         2.10 "Date of Grant" means the effective date on which an Award is made
to a Participant as set forth in the applicable Award Agreement; provided,
however, that solely for purposes of Section 16 of the 1934 Act and the rules
and regulations promulgated thereunder, the



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Date of Grant of an Award shall be the date of stockholder approval of the Plan
if such date is later than the effective date of such Award as set forth in the
Award Agreement.

         2.11 "Employee" means common law employee (as defined in accordance
with the Regulations and Revenue Rulings then applicable under Section 3401(c)
of the Code) of the Company or any Subsidiary of the Company.

         2.12 "Fair Market Value" of a share of Common Stock is the mean of the
highest and lowest sale prices per share reported on the NASDQ or in the absence
of reported sales on such day, the most recent previous days for which sales
were reported. If the Common Stock is not publicly traded at any time the Fair
Market Value shall be determined by the Committee.

         2.13 "Non-employee Director" means a member of the Board who is not an
Employee and who satisfies the requirements of Rule 16b-3(b)(3) promulgated
under the 1934 Act or any successor provision.

         2.14 "Participant" shall mean an Employee of the Company or a
Subsidiary to whom an Award is granted under this Plan.

         2.15 "Plan" means this MEDGENESIS INC. 2000 Long-Term Incentive Plan,
as amended from time to time.

         2.16 "Reporting Participant" means a Participant who is subject to the
reporting requirements of Section 16 of the 1934 Act.

         2.18 "Restricted Stock" means shares of Common Stock issued or
transferred to a Participant pursuant to this Plan which are subject to
restrictions or limitations set forth in this Plan and in the related Award
Agreement.

         2.19 "Subsidiary" means (i) any corporation in an unbroken chain of
corporations beginning with the Company, if each of the corporations other than
the last corporation in the Unbroken chain owns stock possessing a majority of
the total combined voting power of all classes of stock in one of the other
corporations in the chain, (ii) any limited partnership, if the Company or any
corporation described in item (i) above owns a majority of the general
partnership interest and a majority of the limited partnership interests
entitled to vote on the removal and replacement of the general partner, and
(iii) any partnership or limited liability Company, if the partners or members
thereof are composed only of the Company, any corporation listed in item (i)
above or any limited partnership listed in item (ii) above. "Subsidiaries" means
more than one of any such corporations, limited partnerships, partnerships or
limited liability companies.

         2.20 "Termination of Service" occurs when a Participant who is an
Employee of the Company or any Subsidiary shall cease to serve as an Employee of
the Company and its Subsidiaries, for any reason.



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<PAGE>




                                    ARTICLE 3

                                 ADMINISTRATION

         The Plan shall be administered by a committee appointed by the Board
(the "Committee"). The Committee shall consist of not fewer than two persons.
Any member of the Committee may be removed at any time, with or without cause,
by resolution of the Board. Any vacancy occurring in the membership of the
Committee may be filled by appointment by the Board. Membership on the Committee
shall be limited to those members of the Board who are Non-employee Directors
and who are "outside directors" under Section 162(m) of the Code. The Committee
shall select one of its members to act as its Chairman. A majority of the
Committee shall constitute a quorum, and the act of a majority of the members of
the Committee present at a meeting at which a quorum is present shall be the act
of the Committee.

         The Committee shall determine and designate from time to time the
eligible persons to whom Awards will be granted and shall set forth in each
related Award Agreement the Award Period, the Date of Grant, and such other
terms, provisions, limitations, and performance requirements, as are approved by
the Committee, but not inconsistent with the Plan.

         The Committee, in its discretion, shall (i) interpret the Plan, (ii)
prescribe, amend, and rescind any rules and regulations necessary or appropriate
for the administration of the Plan, and (iii) make such other determinations and
take such other action as it deems necessary or advisable in the administration
of the Plan. Any interpretation, determination, or other action made or taken by
the Committee shall be final, binding, and conclusive on all interested parties.

         With respect to restrictions in the Plan that are based on the
requirements of Rule 16b-3 promulgated under the 1934 Act, Section 162(m) of the
Code, the rules of any exchange or inter-dealer quotation system upon which the
Company's securities are listed or quoted, or any other applicable law, rule or
restriction (collectively, "applicable law"), to the extent that any such
restrictions are no longer required by applicable law, the Committee shall have
the sole discretion and authority to grant Awards that are not subject to such
mandated restrictions and/or to waive any such mandated restrictions with
respect to outstanding Awards.


                                    ARTICLE 4

                                   ELIGIBILITY

         Any Employee (including an Employee who is also a director or an
officer) whose judgment, initiative, and efforts contributed or may be expected
to contribute to the successful performance of the Company is eligible to
participate in the Plan. The Committee, upon its own action, may grant, but
shall not be required to grant, an Award to any Employee of the Company or any
Subsidiary. Awards may be granted by the Committee at any time and from time to
time to new Participants, or to then Participants, or to a greater or lesser
number of Participants, and may include or exclude previous Participants, as the
Committee shall determine. Except as required by this Plan, Awards granted at
different times need not contain similar provisions. The Committee's
determinations under the Plan (including without limitation determinations of




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<PAGE>

which Employees, if any, are to receive Awards, the form, amount and timing of
such Awards, the terms and provisions of such Awards and the agreements
evidencing same) need not be uniform and may be made by it selectively among
Employees who receive, or are eligible to receive, Awards under the Plan.


                                    ARTICLE 5

                             SHARES SUBJECT TO PLAN

         Subject to adjustment as provided in Articles 13 and 14, the maximum
number of shares of Common Stock that may be delivered pursuant to Awards
granted under the Plan is (a) Three Hundred Fifty Thousand (350,000) shares;
plus (b) shares of Common Stock previously subject to Awards which are
forfeited; and plus (c) any shares of Common Stock surrendered to the Company in
payment of the exercise price of options issued under the Plan.

         Shares to be issued may be made available from authorized but unissued
Common Stock, Common Stock held by the Company in its treasury, or Common Stock
purchased by the Company on the open market or otherwise. During the term of
this Plan, the Company will at all times reserve and keep available the number
of shares of Common Stock that shall be sufficient to satisfy the requirements
of this Plan.

                                    ARTICLE 6

                                 GRANT OF AWARDS

         6.1 In General. The grant of an Award shall be authorized by the
Committee and shall be evidenced by an Award Agreement setting forth the number
of shares of Restricted Stock subject to the Award Period, the Date of Grant,
and such other terms, provisions, limitations, and performance objectives, as
are approved by the Committee, but not inconsistent with the Plan. The Company
shall execute an Award Agreement with a Participant after the Committee approves
the issuance of an Award. Any Award granted pursuant to this Plan must be
granted within ten (10) years of the date of adoption of this Plan. The Plan
shall be submitted to the Company's stockholders for approval; however, the
Committee may grant Awards under the Plan prior to the time of stockholder
approval. Any such Award granted prior to such stockholder approval shall be
made subject to such stockholder approval. The grant of an Award to a
Participant shall not be deemed either to entitle the Participant to, or to
disqualify the Participant from, receipt of any other Award under the Plan.

         If the Committee establishes a purchase price for an Award, the
Participant must accept such Award within a period of 30 days (or such shorter
period as the Committee may specify) after the Date of Grant by executing the
applicable Award Agreement and paying such purchase price.

         6.2 Maximum Award. The Committee shall determine the maximum Award that
may be made to any one Participant.

         6.4 Restricted Stock. The Committee shall set forth in the related
Award Agreement: (i) the number of shares of Common Stock awarded, (ii) the
price, if any, to be paid by the




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<PAGE>

Participant for such Restricted Stock, (iii) the time or times within which such
Award may be subject to forfeiture, (iv) specified performance goals of the
Company, a Subsidiary, any division thereof or any group of Employees of the
Company, or other criteria, which the Committee determines must be met in order
to remove any restrictions (including vesting) on such Award, and (v) all other
terms, limitations, restrictions, and conditions of the Restricted Stock, which
shall be consistent with this Plan. The provisions of Restricted Stock need not
be the same with respect to each Participant.

         (a) Legend on Shares. Each Participant who is awarded Restricted Stock
shall be issued a stock certificate or certificates in respect of such shares of
Common Stock. Such certificate(s) shall be registered in the name of the
Participant, and shall bear an appropriate leg-end referring to the terms,
conditions, and restrictions applicable to such Restricted Stock, substantially
as provided in Section 12.8 of the Plan. The Committee may require that the
stock certificates evidencing shares of Restricted Stock be held in custody by
the Company until the restrictions thereon shall have lapsed, and that the
Participant deliver to the Committee a stock power or stock powers, endorsed in
blank, relating to the shares of Restricted Stock.

         (b) Restrictions and Conditions. Shares of Restricted Stock shall be
subject to the following restrictions and conditions:

         (i) Subject to the other provisions of this Plan and the terms of the
particular Award Agreements, during such period as may be determined by the
Committee commencing on the Date of Grant (the "Restriction Period"), the
Participant shall not be permitted to sell, transfer, pledge or assign shares of
Restricted Stock. Except for these limitations, the Committee may in its sole
discretion, remove any or all of the restrictions on such Restricted Stock
whenever it may determine that, by reason of changes in applicable laws or other
changes in circumstances arising after the date of the Award, such action is
appropriate.

         (ii) Except as provided in sub-paragraph (i) above, the Participant
shall have, with respect to his or her Restricted Stock, all of the rights of a
stockholder of the Company, including the right to vote the shares, and the
right to receive any dividends thereon. Certificates for shares of Common Stock
free of restriction under this Plan shall be delivered to the Participant
promptly after, and only after, the Restriction Period shall expire without
forfeiture in respect of such shares of Common Stock. Certificates for the
shares of Common Stock forfeited under the provisions of the Plan and the
applicable Award Agreement shall be promptly returned to the Company by the
forfeiting Participant. Each Award Agreement shall require that (x) each
Participant, by his or her acceptance of Restricted Stock, shall irrevocably
grant to the Company a power of attorney to transfer any shares so forfeited to
the Company and agrees to execute any documents requested by the Company in
connection with such forfeiture and transfer, and (y) such provisions regarding
returns and transfers of stock certificates with respect to forfeited shares of
Common Stock shall be specifically performable by the Company in a court of
equity or law.

         (iii) The Restriction Period of Restricted Stock shall commence on the
Date of Grant and, subject to Article 11 of the Plan, unless otherwise
established by the Committee in the Award Agreement setting forth the terms of
the Restricted Stock, shall expire upon satisfaction of the conditions set forth
in the Award Agreement; such conditions may provide for vesting based on



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(i) length of continuous service, (ii) achievement of specific business
objectives, (iii) increases in specified indices, (iv) attainment of specified
growth rates, or (v) other comparable measurements of Company performance, as
may be determined by the Committee in its sole discretion.

         (iv) Subject to the provisions of the particular Award Agreement, upon
Termination of Service for any reason during the Restriction Period, the
nonvested shares of Restricted Stock shall be forfeited by the Participant. In
the event a Participant has paid any consideration to the Company for such
forfeited Restricted Stock, the Company shall, as soon as practicable after the
event causing forfeiture (but in any event within 5 business days), pay to the
Participant, in cash, an amount equal to the total consideration paid by the
Participant for such forfeited shares. Upon any forfeiture, all rights of a
Participant with respect to the forfeited shares of the Restricted Stock shall
cease and terminate, without any further obligation on the part of the Company.


                                    ARTICLE 7

                             TERMINATION OF SERVICE

         In the event of Termination of Service of a Participant, unvested
shares of Restricted Stock shall be immediately forfeited.


                                    ARTICLE 8

                           AMENDMENT OR DISCONTINUANCE

         Subject to the limitations set forth in this Article 9, the Board may
at any time and from time to time, without the consent of the Participants,
alter, amend, revise, suspend, or discontinue the Plan in whole or in part;
provided, however, that no amendment which requires stock holder approval in
order for the Plan and Restricted Stock awarded under the Plan to continue to
comply with Section 162(m) of the Code, including any successors to such
Section, shall be effective unless such amendment shall be approved by the
requisite vote of the stockholders of the Company entitled to vote thereon. Any
such amendment shall, to the extent deemed necessary or advisable by the
committee, be applicable to any outstanding Award theretofore granted under the
Plan, notwithstanding any contrary provisions contained in any Award Agreement.
In the event of any such amendment to the Plan, the holder of any Restricted
Stock still subject to restrictions shall, upon request of the Committee and as
a condition to the exercisability thereof, execute a conforming amendment in the
form prescribed by the Committee to any Award Agreement relating thereto.
Notwithstanding anything contained in this Plan to the contrary, unless required
by law, no action contemplated or permitted by this Article 8 shall adversely
affect any rights of Participants or obligations of the Company to Participants
with respect to any Award theretofore granted under the Plan without the consent
of the affected Participant.



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<PAGE>


                                    ARTICLE 9

                                      TERM

         The Plan shall be effective from the date that this Plan is approved by
the Board. Unless sooner terminated by action of the Board, the Plan will
terminate on December 31, 2005, but Awards granted before that date will
continue to be effective in accordance with their terms and conditions.


                                   ARTICLE 10

                               CAPITAL ADJUSTMENTS

         If at any time while the Plan is in effect, or Awards are outstanding,
there shall be any increase or decrease in the number of issued and outstanding
shares of Common Stock resulting from (1) the declaration or payment of a stock
dividend, (2) any recapitalization resulting in a stock split-up, combination,
or exchange of shares of Common Stock, or (3) other increase or decrease in such
shares of Common Stock effected without receipt of consideration by the Company,
then and in such event an appropriate adjustment shall be made in the maximum
number of shares of Common Stock then subject to being awarded under the Plan
and in the maximum number of shares of Common Stock that may be awarded to a
Participant to the end that the same proportion of the Company's issued and
outstanding shares of Common Stock shall continue to be subject to being so
awarded.

         Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with direct sale
or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to the number of outstanding shares of Restricted Stock.

         Upon the occurrence of each event requiring an adjustment with respect
to any Incentive, the Company shall mail to each affected Participant its
computation of such adjustment which shall be conclusive and shall be binding
upon each such Participant.


                                   ARTICLE 11

                          RECAPITALIZATION, MERGER AND

                        CONSOLIDATION: CHANGE IN CONTROL

         (a) The existence of this Plan and Incentives granted hereunder shall
not affect in any way the right or power of the Company or its stockholders to
make or authorize any or all adjustments, recapitalizations, reorganizations, or
other changes in the Company's capital structure and its business, or any merger
or consolidation of the Company, or any issue of bonds, debentures, preferred or
preference stocks ranking prior to or otherwise affecting the Common Stock or
the rights thereof (or any rights, options, or warrants to purchase same), or
the



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<PAGE>

dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.

         (b) Subject to any required action by the stockholders, if the Company
shall be the surviving or resulting corporation in any merger, consolidation or
share exchange, any Award granted hereunder shall pertain to and apply to the
securities or rights (including cash, property, or assets) to which a holder of
the number of shares of Common Stock subject to the Award would have been
entitled.

         (c) In the event of any merger, consolidation or share exchange
pursuant to which the Company is not the surviving or resulting corporation,
there shall be substituted for each share of Common Stock subject to the
unexercised portions of such outstanding Award, that number of shares of each
class of stock or other securities or that amount of cash, property, or assets
of the surviving, resulting or consolidated company which were distributed or
distributable to the stockholders of the Company in respect to each share of
Common Stock held by them, such outstanding Award to be thereafter exercisable
for such stock, securities, cash, or property in accordance with their terms.

         (d) In the event of a Change of Control, then, notwithstanding any
other provision in this Plan to the contrary, all Restriction Periods applicable
to Awards of Restricted Stock shall automatically expire. The determination of
the Committee that any of the foregoing conditions has been met shall be binding
and conclusive on all parties.


                                   ARTICLE 12

                            MISCELLANEOUS PROVISIONS

         12.1 Investment Intent. The Company may require that there be presented
to and filed with it by any Participant under the Plan, such evidence as it may
deem necessary to establish that the Incentives granted or the shares of Common
Stock to be purchased or transferred are being acquired for investment and not
with a view to their distribution.

         12.2 No Right to Continued Employment. Neither the Plan nor any
Incentive granted under the Plan shall confer upon any Participant any right
with respect to continuance of employment by the Company or any Subsidiary.

         12.3 Indemnification 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 in good faith with respect to the
Plan, and all members of the Board or the Committee and each and any officer or
employee of the Company acting on their behalf shall, to the extent permitted by
law, be fully indemnified and protected by the Company in respect of any such
action, determination, or interpretation.

         12.4 Effect of the Plan. Neither the adoption of this Plan nor any
action of the Board or the Committee shall be deemed to give any person any
right to be granted an Award or any other rights except as may be evidenced by
an Award Agreement, or any amendment thereto,



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duly authorized by the Committee and executed on behalf of the Company, and then
only to the extent and upon the terms and conditions expressly set forth
therein.

         12.5 Compliance With Other Laws and Regulations. Notwithstanding
anything contained herein to the contrary, the Company shall not be required to
sell or issue shares of Common Stock under any Incentive if the issuance thereof
would constitute a violation by the Participant or the Company of any provisions
of any law or regulation of any governmental authority or any national
securities exchange or inter-dealer quotation system or other forum in which
shares of Common Stock are quoted or traded (including without limitation
Section 16 of the 1934 Act); and, as a condition of any sale or issuance of
shares of Common Stock under an Incentive, the Committee may require such
agreements or undertakings, if any, as the Committee may deem necessary or
advisable to assure compliance with any such law or regulation. The Plan, the
grant and exercise of Incentives hereunder, and the obligation of the Company to
sell and deliver shares of Common Stock, 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.

         12.6 Tax Requirements. The Company shall have the right to deduct from
all amounts hereunder paid in cash or other form, any Federal, state, or local
taxes required by law to be withheld with respect to such payments. The
Participant receiving shares of Common Stock issued under the Plan shall be
required to pay the Company the amount of any taxes which the Company is
required to withhold with respect to such shares of Common Stock. Such payments
shall be required to be made prior to the delivery of any certificate
representing such shares of Common Stock. Such payment may be made in cash, by
check, or through the delivery of shares of Common Stock owned by the
Participant (which may be effected by the actual delivery of shares of Common
Stock by the Participant or by the Company's withholding a number of shares to
be issued upon the exercise of a Stock Option, if applicable), which shares have
an aggregate Fair Market Value equal to the required minimum withholding
payment, or any combination thereof.

         12.7 Assignability. Prior to the lapse of any restrictions shares of
Restricted stock may not be assigned or transferred.

         12.8 Legend. Each certificate representing shares of Restricted Stock
issued to a Participant shall bear the following legend, or a similar legend
deemed by the Company to constitute an appropriate notice of the provisions
hereof (any such certificate not having such legend shall be surrendered upon
demand by the Company and so endorsed):

         On the face of the certificate:

                  "Transfer of this stock is restricted in accordance with
         conditions printed on the reverse of this certificate."

         On the reverse:

                  "The shares of stock evidenced by this certificate are subject
         to and transferable only in accordance with that certain MEDGENESIS
         INC. 2000 Long-Term Incentive Plan, a copy of which is on file at the
         principal office of the Company in Minneapolis,




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<PAGE>

         Minnesota. No transfer or pledge of the shares evidenced hereby may be
         made except in accordance with and subject to the provisions of said
         Plan. By acceptance of this certificate, any holder, transferee or
         pledgee hereof agrees to be bound by all of the provisions of said
         Plan."

         The following legend shall be inserted on a certificate evidencing
Common Stock issued under the Plan if the shares were not issued in a
transaction registered under the applicable federal state securities laws:

                  "Shares of stock represented by this certificate have been
         acquired by the holder for investment and not for resale, transfer or
         distribution, have been issued pursuant to exemptions from the
         registration requirements of applicable state and federal securities
         laws, and may not be offered for sale, sold or transferred other than
         pursuant to effective registration under such laws, or in transactions
         otherwise in compliance with such laws, and upon evidence satisfactory
         to the Company of compliance with such laws, as to which the Company
         may rely upon an opinion of counsel satisfactory to the Company."

         A copy of this Plan shall be kept on file in the principal office of
the Company in Minneapolis, Minnesota.

         IN WITNESS WHEREOF, the Company has caused this instrument to be
execute of July 18, 2000 by its President and Secretary pursuant to prior action
take the Board.

                                        MEDGENESIS INC.

                                        By:  /s/ Maurice R. Taylor, II

                                        President

                                        Attest:  /s/ Kenneth S. Guenthner

                                        Secretary