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                          ELTRAX SYSTEMS, INC.

                        1997 STOCK INCENTIVE PLAN


1. PURPOSE OF PLAN.

     The purpose of the Eltrax Systems, Inc. 1997 Stock Incentive Plan (the
"Plan") is to advance the interests of Eltrax Systems, Inc. (the "Company") and
its shareholders by enabling the Company and its Subsidiaries (i) to attract and
retain persons of ability to perform services for the Company and its
Subsidiaries by providing an incentive to such individuals through equity
participation in the Company and by rewarding such individuals who contribute to
the achievement by the Company of its economic objectives; and (ii) to pursue
its growth strategy by providing a means to the Company to consummate future
acquisitions by structuring part of the payment of the purchase price for such
acquisitions in the form of stock options or other incentive awards and
providing an incentive through equity participation in the Company and its
Subsidiaries to key employees of acquired companies to remain with the Company
and its Subsidiaries.

2. DEFINITIONS.
     The following terms will have the meanings set forth below, unless the
context clearly otherwise requires:

    2.1. "BOARD" means the Board of Directors of the Company.
    2.2. "BROKER EXERCISE NOTICE" means a written notice pursuant to which a
         Participant, upon exercise of an Option, irrevocably instructs a broker
         or dealer to sell a sufficient number of shares or loan a sufficient
         amount of money to pay all or a portion of the exercise price of the
         Option and/or any related withholding tax obligations and remit such
         sums to the Company and directs the Company to deliver stock
         certificates to be issued upon such exercise directly to such broker or
         dealer.
    2.3. "CHANGE IN CONTROL" means an event described in Section 13.1 of the
         Plan.
    2.4. "CODE" means the Internal Revenue Code of 1986, as amended.
    2.5. "COMMITTEE" means the group of individuals administering the Plan, as
         provided in Section 3 of the Plan.
    2.6. "COMMON STOCK" means the common stock of the Company, par value $.01
         per share, or the number and kind of shares of stock or other
         securities into which such Common Stock may be changed in accordance
         with Section 4.3 of the Plan.
    2.7. "DISABILITY" means the disability of the Participant such as would
         entitle the Participant to receive disability income benefits pursuant
         to the long-term disability plan of the Company or Subsidiary then
         covering the Participant or, if no such plan exists or is applicable to
         the Participant, the permanent and total disability of the Participant
         within the meaning of Section 22(e)(3) of the Code.
    2.8. "ELIGIBLE RECIPIENTS" means all employees of the Company or any
         Subsidiary and any non-employee directors, consultants and independent
         contractors of the Company or any Subsidiary.

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  2.9.  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
  2.10. "FAIR MARKET VALUE" means, with respect to the Common Stock, as of any
         date (or, if no shares were traded or quoted on such date, as of the
         next preceding date on which there was such a trade or quote) (a) the
         mean between the reported high and low sale prices of the Common Stock
         if the Common Stock is listed, admitted to unlisted trading privileges
         or reported on any national securities exchange or on the Nasdaq
         National Market; (b) if the Common Stock is not so listed, admitted to
         unlisted trading privileges or reported on any national securities
         exchange or on the Nasdaq National Market, the closing bid price as
         reported by the Nasdaq SmallCap Market, OTC Bulletin Board or the
         National Quotation Bureau, Inc. or other comparable service; or (c) if
         the Common Stock is not so listed or reported, such price as the
         Committee determines in good faith in the exercise of its reasonable
         discretion.  If determined by the Committee, such determination will be
         final, conclusive and binding for all purposes and on all persons,
         including, without limitation, the Company, the shareholders of the
         Company, the Participants and their respective successors-in-interest.
         No member of the Committee will be liable for any determination
         regarding the fair market value of the Common Stock that is made in
         good faith.
   2.11. "INCENTIVE AWARD"  means an Option, Stock Appreciation Right,
         Restricted Stock Award, Performance Unit or Stock Bonus granted to an
         Eligible Recipient pursuant to the Plan.
   2.12. "INCENTIVE STOCK OPTION" means a right to purchase Common Stock
         granted to an Eligible Recipient pursuant to Section 6 of the Plan that
         qualifies as an "incentive stock option" within the meaning of Section
         422 of the Code.
   2.13. "NON-STATUTORY STOCK OPTION" means a right to purchase Common Stock
         granted to an Eligible Recipient pursuant to Section 6 of the Plan that
         does not qualify as an Incentive Stock Option.
   2.14. "OPTION" means an Incentive Stock Option or a Non-Statutory Stock
         Option.
   2.15. "PARTICIPANT" means an Eligible Recipient who receives one or more
         Incentive Awards under the Plan.
   2.16. "PERFORMANCE UNIT" means a right granted to an Eligible Recipient
         pursuant to Section 9 of the Plan to receive a payment from the
         Company, in the form of stock, cash or a combination of both, upon the
         achievement of established employment, service, performance or other
         goals.
   2.17. "PREVIOUSLY ACQUIRED SHARES" means shares of Common Stock that are
         already owned by the Participant or, with respect to any Incentive
         Award, that are to be issued upon the grant, exercise or vesting of
         such Incentive Award.
   2.18. "RESTRICTED STOCK AWARD" means an award of Common Stock granted to an
         Eligible Recipient pursuant to Section 8 of the Plan that is subject to
         the restrictions on transferability and the risk of forfeiture imposed
         by the provisions of such Section 8.
   2.19. "RETIREMENT" means termination of employment or service pursuant to
         and in accordance with the regular (or, if approved by the Board for
         purposes of the Plan, early) retirement/pension plan or practice of the
         Company or Subsidiary then covering the Participant, provided that if
         the Participant is not covered by any such plan or practice, the
         Participant will be deemed to be covered by the Company's plan or
         practice for purposes of this determination.
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   2.20. "SECURITIES ACT" means the Securities Act of 1933, as amended.
   2.21. "STOCK APPRECIATION RIGHT" means a right granted to an Eligible
         Recipient pursuant to Section 7 of the Plan to receive a payment from
         the Company, in the form of stock, cash or a combination of both, equal
         to the difference between the Fair Market Value of one or more shares
         of Common Stock and the exercise price of such shares under the terms
         of such Stock Appreciation Right.
   2.22. "STOCK BONUS" means an award of Common Stock granted to an Eligible
         Recipient pursuant to Section 10 of the Plan.
   2.23. "SUBSIDIARY" means any entity that is directly or indirectly
         controlled by the Company or any entity in which the Company has a
         significant equity interest, as determined by the Committee.
   2.24. "TAX DATE" means the date any withholding tax obligation arises under
         the Code for a Participant with respect to an Incentive Award.
3.  PLAN ADMINISTRATION.
    3.1. THE COMMITTEE.  The Plan will be administered by the Board or by a
         committee of the Board.  So long as the Company has a class of its
         equity securities registered under Section 12 of the Exchange Act, any
         committee administering the Plan will consist solely of two or more
         members of the Board who are "non-employee directors" within the
         meaning of Rule 16b-3 under the Exchange Act and, if the Board so
         determines in its sole discretion, who are "outside directors" within
         the meaning of Section 162(m) of the Code.  Such a committee, if
         established, will act by majority approval of the members (including
         written consent of a majority of the members), and a majority of the
         members of such a committee will constitute a quorum.  As used in the
         Plan, "Committee" will refer to the Board or to such a committee, if
         established.  To the extent consistent with corporate law, the
         Committee may delegate to any officers of the Company the duties, power
         and authority of the Committee under the Plan pursuant to such
         conditions or limitations as the Committee may establish; provided,
         however, that only the Committee may exercise such duties, power and
         authority with respect to Eligible Recipients who are subject to
         Section 16 of the Exchange Act.  The Committee may exercise its duties,
         power and authority under the Plan in its sole and absolute discretion
         without the consent of any Participant or other party, unless the Plan
         specifically provides otherwise.  Each determination, interpretation or
         other action made or taken by the Committee pursuant to the provisions
         of the Plan will be conclusive and binding for all purposes and on all
         persons, and no member of the Committee will be liable for any action
         or determination made in good faith with respect to the Plan or any
         Incentive Award granted under the Plan.

    3.2. AUTHORITY OF THE COMMITTEE.
         (a)  In accordance with and subject to the provisions of the Plan, the
              Committee will have the authority to determine all provisions of
              Incentive Awards as the Committee may deem necessary or desirable
              and as consistent with the terms of the Plan, including, without
              limitation, the following: (i) the Eligible Recipients to be
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              selected as Participants; (ii) the nature and extent of the
              Incentive Awards to be made to each Participant (including the
              number of shares of Common Stock to be subject to each Incentive
              Award, any exercise price, the manner in which Incentive Awards
              will vest or become exercisable and whether Incentive Awards will
              be granted in tandem with other Incentive Awards) and the form of
              written agreement, if any, evidencing such Incentive Award; (iii)
              the time or times when Incentive Awards will be granted; (iv) the
              duration of each Incentive Award; and (v) the restrictions and
              other conditions to which the payment or vesting of Incentive
              Awards may be subject.  In addition, the Committee will have the
              authority under the Plan in its sole discretion to pay the
              economic value of any Incentive Award in the form of cash, Common
              Stock or any combination of both.
         (b)  The Committee will have the authority under the Plan to amend or
              modify the terms of any outstanding Incentive Award in any manner,
              including, without limitation, the authority to modify the number
              of shares or other terms and conditions of an Incentive Award,
              extend the term of an Incentive Award, accelerate the
              exercisability or vesting or otherwise terminate any restrictions
              relating to an Incentive Award, accept the surrender of any
              outstanding Incentive Award or, to the extent not previously
              exercised or vested, authorize the grant of new Incentive Awards
              in substitution for surrendered Incentive Awards; provided,
              however that the amended or modified terms are permitted by the
              Plan as then in effect and that any Participant adversely affected
              by such amended or modified terms has consented to such amendment
              or modification.  No amendment or modification to an Incentive
              Award, however, whether pursuant to this Section 3.2 or any other
              provisions of the Plan, will be deemed to be a regrant of such
              Incentive Award for purposes of this Plan.
         (c)  In the event of (i) any reorganization, merger, consolidation,
              recapitalization, liquidation, reclassification, stock dividend,
              stock split, combination of shares, rights offering, extraordinary
              dividend or divestiture (including a spin-off) or any other change
              in corporate structure or shares, (ii) any purchase, acquisition,
              sale or disposition of a significant amount of assets or a
              significant business, (iii) any change in accounting principles or
              practices, or (iv) any other similar change, in each case with
              respect to the Company or any other entity whose performance is
              relevant to the grant or vesting of an Incentive Award, the
              Committee (or, if the Company is not the surviving corporation in
              any such transaction, the board of directors of the surviving
              corporation) may, without the consent of any affected Participant,
              amend or modify the vesting criteria of any outstanding Incentive
              Award that is based in whole or in part on the financial
              performance of the Company (or any Subsidiary or division thereof)
              or such other entity so as equitably to reflect such event, with
              the desired result that the criteria for evaluating such financial
              performance of the Company or such other entity will be
              substantially the same (in the sole discretion of the Committee or
              the board of directors of the surviving corporation) following
              such event as prior to such event; provided, however, that the
              amended or modified terms are permitted by the Plan as then in
              effect.
4.  SHARES AVAILABLE FOR ISSUANCE.
    4.1. MAXIMUM NUMBER OF SHARES AVAILABLE.  Subject to adjustment as provided
         in Section 4.3 of the Plan, the maximum number of shares of Common
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         Stock that will be available for issuance under the Plan will be
         1,100,000 shares of Common Stock.  Notwithstanding any other provisions
         of the Plan to the contrary, no Participant in the Plan may be granted
         any Options or Stock Appreciation Rights, or any other Incentive Awards
         with a value based solely on an increase in the value of the Common
         Stock after the date of grant, relating to more than 200,000 shares of
         Common Stock in the aggregate in any fiscal year of the Company
         (subject to adjustment as provided in Section 4.3 of the Plan);
         provided, however, that a Participant who is first appointed or elected
         as an officer, hired as an employee or retained as a consultant by the
         Company or who receives a promotion that results in an increase in
         responsibilities or duties may be granted, during the fiscal year of
         such appointment, election, hiring, retention or promotion, Options,
         Stock Appreciation Rights or such other Incentive Awards relating to up
         to 300,000 shares of Common Stock (subject to adjustment as provided in
         Section 4.3 of the Plan).
    4.2. ACCOUNTING FOR INCENTIVE AWARDS.  Shares of Common Stock that are
         issued under the Plan or that are subject to outstanding Incentive
         Awards will be applied to reduce the maximum number of shares of Common
         Stock remaining available for issuance under the Plan.  Any shares of
         Common Stock that are subject to an Incentive Award that lapses,
         expires, is forfeited or for any reason is terminated unexercised or
         unvested and any shares of Common Stock that are subject to an
         Incentive Award that is settled or paid in cash or any form other than
         shares of Common Stock will automatically again become available for
         issuance under the Plan.  Any shares of Common Stock that constitute
         the forfeited portion of a Restricted Stock Award, however, will not
         become available for further issuance under the Plan.
    4.3. ADJUSTMENTS TO SHARES AND INCENTIVE AWARDS.  In the event of any
         reorganization, merger, consolidation, recapitalization, liquidation,
         reclassification, stock dividend, stock split, combination of shares,
         rights offering, divestiture or extraordinary dividend (including a
         spin-off) or any other change in the corporate structure or shares of
         the Company, the Committee (or, if the Company is not the surviving
         corporation in any such transaction, the board of directors of the
         surviving corporation) will make appropriate adjustment (which
         determination will be conclusive) as to the number and kind of
         securities or other property (including cash) available for issuance or
         payment under the Plan and, in order to prevent dilution or enlargement
         of the rights of Participants, (a) the number and kind of securities or
         other property (including cash) subject to outstanding Options, and (b)
         the exercise price of outstanding Options.
5.  PARTICIPATION.
     Participants in the Plan will be those Eligible Recipients who, in the
judgment of the Committee, have contributed, are contributing or are expected to
contribute to the achievement of economic objectives of the Company or its
Subsidiaries.  Eligible Recipients may be granted from time to time one or more
Incentive Awards, singly or in combination or in tandem with other Incentive
Awards, as may be determined by the Committee in its sole discretion.  Incentive
Awards will be deemed to be granted as of the date specified in the grant
resolution of the Committee, which date will be the date of any related
agreement with the Participant.
6.  OPTIONS.
    6.1. GRANT.  An Eligible Recipient may be granted one or more Options under
         the Plan, and such Options will be subject to such terms and
         conditions, consistent with the other provisions of the Plan, as may be
         determined by the Committee in its sole discretion.  The Committee may
         designate whether an Option is to be considered an Incentive Stock
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         Option or a Non-Statutory Stock Option.  To the extent that any
         Incentive Stock Option granted under the Plan ceases for any reason to
         qualify as an "incentive stock option" for purposes of Section 422 of
         the Code, such Incentive Stock Option will continue to be outstanding
         for purposes of the Plan but will thereafter be deemed to be a Non-
         Statutory Stock Option.
    6.2. EXERCISE PRICE.  The per share price to be paid by a Participant upon
         exercise of an Option will be determined by the Committee in its
         discretion at the time of the Option grant, provided that (a) such
         price will not be less than 100% of the Fair Market Value of one share
         of Common Stock on the date of grant with respect to an Incentive Stock
         Option (110% of the Fair Market Value if, at the time the Incentive
         Stock Option is granted, the Participant owns, directly or indirectly,
         more than 10% of the total combined voting power of all classes of
         stock of the Company or any parent or subsidiary corporation of the
         Company), and (b) such price will not be less than 85% of the Fair
         Market Value of one share of Common Stock on the date of grant with
         respect to a Non-Statutory Stock Option.
    6.3. EXERCISABILITY AND DURATION.  An Option will become exercisable at such
         times and in such installments as may be determined by the Committee in
         its sole discretion at the time of grant; provided, however, that no
         Option may be exercisable after 10 years from its date of grant or, in
         the case of an Eligible Participant who owns, directly or indirectly
         (as determined pursuant to Section 424(d) of the Code), more than 10%
         of the combined voting power of all classes of stock of the Company or
         any subsidiary or parent corporation of the Company (within the meaning
         of Sections 424(f) and 424(e), respectively, of the Code), five years
         from its date of grant.
    6.4. PAYMENT OF EXERCISE PRICE.  The total purchase price of the shares to
         be purchased upon exercise of an Option will be paid entirely in cash
         (including check, bank draft or money order); provided, however, that
         the Committee, in its sole discretion and upon terms and conditions
         established by the Committee, may allow such payments to be made, in
         whole or in part, by tender of a Broker Exercise Notice, Previously
         Acquired Shares, by tender of a promissory note (on terms acceptable to
         the Committee in its sole discretion) or by a combination of such
         methods.
    6.5. MANNER OF EXERCISE.  An Option may be exercised by a Participant in
         whole or in part from time to time, subject to the conditions contained
         in the Plan and in the agreement evidencing such Option, by delivery in
         person, by facsimile or electronic transmission or through the mail of
         written notice of exercise to the Company (Attention: Chief Financial
         Officer) at its principal executive office in Minneapolis, Minnesota
         and by paying in full the total exercise price for the shares of Common
         Stock to be purchased in accordance with Section 6.4 of the Plan.
    6.6. AGGREGATE LIMITATION OF COMMON STOCK SUBJECT TO INCENTIVE STOCK
         OPTIONS.  To the extent that the aggregate Fair Market Value
         (determined as of the date an Incentive Stock Option is granted) of the
         shares of Common Stock with respect to which Incentive Stock Options
         are exercisable for the first time by a Participant during any calendar
         year (under the Plan and any other incentive stock option plans of the
         Company, any subsidiary or any parent corporation of the Company
         (within the meaning of Sections 424(f) and 424(e), respectively, of the
         Code)) exceeds $100,000 (or such other amount as may be prescribed by
         the Code from time to time), such excess Incentive Stock Options shall
         be treated as Non-Statutory Stock Options.  The determination shall be
         made by taking Incentive Stock Options into account in the order in
         which they were granted.  If such excess only applies to a portion of
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         an Incentive Stock Option, the Committee, in its discretion, shall
         designate which shares shall be treated as shares to be acquired upon
         exercise of an Incentive Stock Option.
7.  STOCK APPRECIATION RIGHTS.
    7.1. GRANT.  An Eligible Recipient may be granted one or more Stock
         Appreciation Rights under the Plan, and such Stock Appreciation Rights
         will be subject to such terms and conditions, consistent with the other
         provisions of the Plan, as may be determined by the Committee in its
         sole discretion.
    7.2. EXERCISE PRICE.  The exercise price of a Stock Appreciation Right will
         be determined by the Committee, in its discretion, at the date of grant
         but may not be less than 100% of the Fair Market Value of one share of
         Common Stock on the date of grant.
    7.3. EXERCISABILITY AND DURATION.  A Stock Appreciation Right will become
         exercisable at such time and in such installments as may be determined
         by the Committee in its sole discretion at the time of grant; provided,
         however, that no Stock Appreciation Right may be exercisable after 10
         years from its date of grant.  A Stock Appreciation Right will be
         exercised by giving notice in the same manner as for Options, as set
         forth in Section 6.5 of the Plan.
8.  RESTRICTED STOCK AWARDS.
    8.1. GRANT.  An Eligible Recipient may be granted one or more Restricted
         Stock Awards under the Plan, and such Restricted Stock Awards will be
         subject to such terms and conditions, consistent with the other
         provisions of the Plan, as may be determined by the Committee in its
         sole discretion.  The Committee may impose such restrictions or
         conditions, not inconsistent with the provisions of the Plan, to the
         vesting of such Restricted Stock Awards as it deems appropriate,
         including, without limitation, that the Participant remain in the
         continuous employ or service of the Company or a Subsidiary for a
         certain period or that the Participant or the Company (or any
         Subsidiary or division thereof) satisfy certain performance goals or
         criteria.
    8.2. RIGHTS AS A SHAREHOLDER; TRANSFERABILITY.  Except as provided in
         Sections 8.1, 8.3 and 14.3 of the Plan, a Participant will have all
         voting, dividend, liquidation and other rights with respect to shares
         of Common Stock issued to the Participant as a Restricted Stock Award
         under this Section 8 upon the Participant becoming the holder of record
         of such shares as if such Participant were a holder of record of shares
         of unrestricted Common Stock.
    8.3. DIVIDENDS AND DISTRIBUTIONS.  Unless the Committee determines otherwise
         in its sole discretion (either in the agreement evidencing the
         Restricted Stock Award at the time of grant or at any time after the
         grant of the Restricted Stock Award), any dividends or distributions
         (including regular quarterly cash dividends) paid with respect to
         shares of Common Stock subject to the unvested portion of a Restricted
         Stock Award will be subject to the same restrictions as the shares to
         which such dividends or distributions relate.  In the event the
         Committee determines not to pay such dividends or distributions
         currently, the Committee will determine in its sole discretion whether
         any interest will be paid on such dividends or distributions.  In
         addition, the Committee in its sole discretion may require such
         dividends and distributions to be reinvested (and in such case the
         Participants consent to such reinvestment) in shares of Common Stock
         that will be subject to the same restrictions as the shares to which
         such dividends or distributions relate.
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    8.4. ENFORCEMENT OF RESTRICTIONS.  To enforce the restrictions referred to
         in this Section 8, the Committee may place a legend on the stock
         certificates referring to such restrictions and may require the
         Participant, until the restrictions have lapsed, to keep the stock
         certificates, together with duly endorsed stock powers, in the custody
         of the Company or its transfer agent or to maintain evidence of stock
         ownership, together with duly endorsed stock powers, in a
         certificateless book-entry stock account with the Company's transfer
         agent.

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9.  PERFORMANCE UNITS.

     An Eligible Recipient may be granted one or more Performance Units under
the Plan, and such Performance Units will be subject to such terms and
conditions, consistent with the other provisions of the Plan, as may be
determined by the Committee in its sole discretion.  The Committee may impose
such restrictions or conditions, not inconsistent with the provisions of the
Plan, to the vesting of such Performance Units as it deems appropriate,
including, without limitation, that the Participant remain in the continuous
employ or service of the Company or any Subsidiary for a certain period or that
the Participant or the Company (or any Subsidiary or division thereof) satisfy
certain performance goals or criteria.  The Committee will have the sole
discretion to determine the form in which payment of the economic value of
vested Performance Units will be made to the Participant (i.e., cash, Common
Stock or any combination thereof) or to consent to or disapprove the election by
the Participant of the form of such payment.

10. STOCK BONUSES.

     An Eligible Recipient may be granted one or more Stock Bonuses under the
Plan, and such Stock Bonuses will be subject to such terms and conditions,
consistent with the other provisions of the Plan, as may be determined by the
Committee.  The Participant will have all voting, dividend, liquidation and
other rights with respect to the shares of Common Stock issued to a Participant
as a Stock Bonus under this Section 10 upon the Participant becoming the holder
of record of such shares; provided, however, that the Committee may impose such
restrictions on the assignment or transfer of a Stock Bonus as it deems
appropriate.

11. EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER SERVICE.

    11.1. TERMINATION DUE TO DEATH, DISABILITY OR RETIREMENT.  In the event a
          Participant's employment or other service with the Company and all
          Subsidiaries is terminated by reason of death, Disability or
          Retirement:

         (a)  All outstanding Options and Stock Appreciation Rights then held by
              the Participant will become immediately exercisable in full and
              will remain exercisable for a period of one year after such
              termination (but in no event after the expiration date of any such
              Option or Stock Appreciation Right);

         (b)  All Restricted Stock Awards then held by the Participant will
              become fully vested; and

         (c)  All Performance Units and Stock Bonuses then held by the
              Participant will vest and/or continue to vest in the manner
              determined by the Committee and set forth in the agreement
              evidencing such Performance Units or Stock Bonuses.

    11.2   TERMINATION FOR REASONS OTHER THAN DEATH, DISABILITY OR RETIREMENT.

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         (a)  In the event a Participant's employment or other service is
              terminated with the Company and all Subsidiaries for any reason
              other than death, Disability or Retirement, or a Participant is in
              the employ or service of a Subsidiary and the Subsidiary ceases to
              be a Subsidiary of the Company (unless the Participant continues
              in the employ or service of the Company or another Subsidiary),
              all rights of the Participant under the Plan and any agreements
              evidencing an Incentive Award will immediately terminate without
              notice of any kind, and no Options or Stock Appreciation Rights
              then held by the Participant will thereafter be exercisable, all
              Restricted Stock Awards then held by the Participant that have not
              vested will be terminated and forfeited, and all Performance Units
              and Stock Bonuses then held by the Participant will vest and/or
              continue to vest in the manner determined by the Committee and set
              forth in the agreement evidencing such Performance Units or Stock
              Bonuses; provided, however, that if such termination is due to any
              reason other than termination by the Company or any Subsidiary for
              "cause," all outstanding Options or Stock Appreciation Rights then
              held by such Participant will remain exercisable to the extent
              exercisable as of such termination for a period of three months
              after such termination (but in no event after the expiration date
              of any such Option or Stock Appreciation Right).

         (b)  For purposes of this Section 11.2, "cause" (as determined by the
              Committee) will be as defined in any employment or other agreement
              or policy applicable to the Participant or, if no such agreement
              or policy exists, will mean (i) dishonesty, fraud,
              misrepresentation, embezzlement or deliberate injury or attempted
              injury, in each case related to the Company or any Subsidiary,
              (ii) any unlawful or criminal activity of a serious nature, (iii)
              any intentional and deliberate breach of a duty or duties that,
              individually or in the aggregate, are material in relation to the
              Participant's overall duties, or (iv) any material breach of any
              employment, service, confidentiality or noncompete agreement
              entered into with the Company or any Subsidiary.

    11.3. MODIFICATION OF RIGHTS UPON TERMINATION.  Notwithstanding the other
          provisions of this Section 11, upon a Participant's termination of
          employment or other service with the Company and all Subsidiaries, the
          Committee may, in its sole discretion (which may be exercised at any
          time on or after the date of grant, including following such
          termination), cause Options and Stock Appreciation Rights (or any part
          thereof) then held by such Participant to become or continue to become
          exercisable and/or remain exercisable following such termination of
          employment or service and Restricted Stock Awards, Performance Units
          and Stock Bonuses then held by such Participant to vest and/or
          continue to vest or become free of transfer restrictions, as the case
          may be, following such termination of employment or service, in each
          case in the manner determined by the Committee; provided, however,
          that no Option or Stock Appreciation Right may remain exercisable
          beyond its expiration date.

    11.4. BREACH OF CONFIDENTIALITY OR NONCOMPETE AGREEMENTS.  Notwithstanding
          anything in the Plan to the contrary, in the event that a Participant
          materially breaches the terms of any confidentiality or noncompete
          agreement entered into with the Company or any Subsidiary, whether
          such breach occurs before or after termination of such Participant's
          employment or other service with the Company or any Subsidiary, the
          Committee in its sole discretion may immediately terminate all rights
          of the Participant under the Plan and any agreements evidencing an
          Incentive Award then held by the Participant without notice of any
          kind.

                                     -9-

<PAGE>


    11.5. DATE OF TERMINATION OF EMPLOYMENT OR OTHER SERVICE.  Unless the
          Committee otherwise determines in its sole discretion, a Participant's
          employment or other service will, for purposes of the Plan, be deemed
          to have terminated on the date recorded on the personnel or other
          records of the Company or the Subsidiary for which the Participant
          provides employment or other service, as determined by the Committee
          in its sole discretion based upon such records.


12. PAYMENT OF WITHHOLDING TAXES.

    12.1. GENERAL RULES.  The Company is entitled to (a) withhold and deduct
          from future wages of the Participant (or from other amounts that may
          be due and owing to the Participant from the Company or a Subsidiary),
          or make other arrangements for the collection of, all legally required
          amounts necessary to satisfy any and all federal, state and local
          withholding and employment-related tax requirements attributable to an
          Incentive Award, including, without limitation, the grant, exercise or
          vesting of, or payment of dividends with respect to, an Incentive
          Award or a disqualifying disposition of stock received upon exercise
          of an Incentive Stock Option, or (b) require the Participant promptly
          to remit the amount of such withholding to the Company before taking
          any action, including issuing any shares of Common Stock, with respect
          to an Incentive Award.

    12.2. SPECIAL RULES.  The Committee may, in its sole discretion and upon
          terms and conditions established by the Committee, permit or require a
          Participant to satisfy, in whole or in part, any withholding or
          employment-related tax obligation described in Section 12.1 of the
          Plan by electing to tender Previously Acquired Shares, a Broker
          Exercise Notice or a promissory note (on terms acceptable to the
          Committee in its sole discretion), or by a combination of such
          methods.

13. CHANGE IN CONTROL.

    13.1. CHANGE IN CONTROL.  For purposes of this Section 13, a "Change in
          Control" of the Company will mean the following:

         (a)  the sale, lease, exchange or other transfer, directly or
              indirectly, of substantially all of the assets of the Company (in
              one transaction or in a series of related transactions) to a
              person or entity that is not controlled by the Company,

         (b)  the approval by the shareholders of the Company of any plan or
              proposal for the liquidation or dissolution of the Company;

         (c)  any person becomes after the effective date of the Plan the
              "beneficial owner" (as defined in Rule 13d-3 under the Exchange
              Act), directly or indirectly, of (A) 20% or more, but less than
              50%, of the combined voting power of the Company's outstanding
              securities ordinarily having the right to vote at elections of
              directors, unless the transaction resulting in such ownership has
              been approved in advance by the Incumbent Directors, or (B) 50% or
              more of the combined voting power of the Company's outstanding
              securities ordinarily having the right to vote at elections of
              directors (regardless of any approval by the Incumbent Directors);

         (d)  a merger or consolidation to which the Company is a party if the
              shareholders of the Company immediately prior to effective date of
              such merger or consolidation have "beneficial ownership" (as
              defined in Rule 13d-3 under the Exchange Act),

                                    -10-

<PAGE>


              immediately following the effective date of such merger or
              consolidation, of securities of the surviving corporation
              representing (i) more than 50%, but less than 80%, of the combined
              voting power of the surviving corporation's then outstanding
              securities ordinarily having the right to vote at elections of
              directors, unless such merger or consolidation has been approved
              in advance by the Incumbent Directors (as defined in Section 13.2
              below), or (ii) 50% or less of the combined voting power of the
              surviving corporation's then outstanding securities ordinarily
              having the right to vote at elections of directors (regardless of
              any approval by the Incumbent Directors);

         (e)  the Incumbent Directors cease for any reason to constitute at
              least a majority of the Board; or

         (f)  any other change in control of the Company of a nature that would
              be required to be reported pursuant to Section 13 or 15(d) of the
              Exchange Act, whether or not the Company is then subject to such
              reporting requirements.

    13.2. INCUMBENT DIRECTORS.  For purposes of this Section 13, "Incumbent
          Directors" of the Company will mean any individuals who are members of
          the Board on the effective date of the Plan and any individual who
          subsequently becomes a member of the Board whose election, or
          nomination for election by the Company's shareholders, was approved by
          a vote of at least a majority of the Incumbent Directors (either by
          specific vote or by approval of the Company's proxy statement in which
          such individual is named as a nominee for director without objection
          to such nomination).

    13.3. ACCELERATION OF VESTING.  Without limiting the authority of the
          Committee under Sections 3.2 and 4.3 of the Plan, if a Change in
          Control of the Company occurs, then, unless otherwise provided by the
          Committee in its sole discretion either in the agreement evidencing an
          Incentive Award at the time of grant or at any time after the grant of
          an Incentive Award, (a) all outstanding Options and Stock Appreciation
          Rights will become immediately exercisable in full and will remain
          exercisable for the remainder of their terms, regardless of whether
          the Participant to whom such Options or Stock Appreciation Rights have
          been granted remains in the employ or service of the Company or any
          Subsidiary; (b) all outstanding Restricted Stock Awards will become
          immediately fully vested and non-forfeitable; and (c) all outstanding
          Performance Units and Stock Bonuses then held by the Participant will
          vest and/or continue to vest in the manner determined by the Committee
          and set forth in the agreement evidencing such Performance Units or
          Stock Bonuses.

    13.4. CASH PAYMENT FOR OPTIONS.  If a Change in Control of the Company
          occurs, then the Committee, if approved by the Committee in its sole
          discretion either in an agreement evidencing an Incentive Award at the
          time of grant or at any time after the grant of an Incentive Award,
          and without the consent of any Participant effected thereby, may
          determine that some or all Participants holding outstanding Options
          will receive, with respect to some or all of the shares of Common
          Stock subject to such Options, as of the effective date of any such
          Change in Control of the Company, cash in an amount equal to the
          excess of the Fair Market Value of such shares immediately prior to
          the effective date of such Change in Control of the Company over the
          exercise price per share of such Options.

    13.5. LIMITATION ON CHANGE IN CONTROL PAYMENTS.  Notwithstanding anything in
          Section 13.3 or 13.4 of the Plan to the contrary, if, with respect to
          a Participant, the acceleration of the vesting of an Incentive Award
          as provided in Section 13.3 or the payment of cash in

                                    -11-

<PAGE>


          exchange for all or part of an Incentive Award as provided in Section
          acceleration or payment could be deemed a "payment" within the meaning
          of Section 280G(b)(2) of the Code), together with any other "payments"
          which such Participant has the right to receive from the Company or
          any corporation that is a member of an "affiliated group" (as defined
          in Section 1504(a) of the Code without regard to Section 1504(b) of
          the Code) of which the Company is a member, would constitute a
          "parachute payment" (as defined in Section 280G(b)(2) of the Code),
          then the "payments" to such Participant pursuant to Section 13.3 or
          13.4 of the Plan will be reduced to the largest amount as will result
          in no portion of such "payments" being subject to the excise tax
          imposed by Section 4999 of the Code; provided, however, that if a
          Participant is subject to a separate agreement with the Company or a
          Subsidiary that expressly addresses the potential application of
          Sections 280G or 4999 of the Code (including, without limitation,
          that "payments" under such agreement or otherwise will be reduced,
          that such "payments" will not be reduced or that the Participant will
          have the discretion to determine which "payments" will be reduced),
          then this Section 13.5 will not apply, and any "payments" to a
          Participant pursuant to Section 13.3 or 13.4 of the Plan will be
          treated as "payments" arising under such separate agreement.

14. RIGHTS OF ELIGIBLE RECIPIENTS AND PARTICIPANTS; TRANSFERABILITY.

    14.1. EMPLOYMENT OR SERVICE.  Nothing in the Plan will interfere with or
          limit in any way the right of the Company or any Subsidiary to
          terminate the employment or service of any Eligible Recipient or
          Participant at any time, nor confer upon any Eligible Recipient or
          Participant any right to continue in the employ or service of the
          Company or any Subsidiary.

    14.2. RIGHTS AS A SHAREHOLDER.  As a holder of Incentive Awards (other than
          Restricted Stock Awards and Stock Bonuses), a Participant will have no
          rights as a shareholder unless and until such Incentive Awards are
          exercised for, or paid in the form of, shares of Common Stock and the
          Participant becomes the holder of record of such shares.  Except as
          otherwise provided in the Plan, no adjustment will be made for
          dividends or distributions with respect to such Incentive Awards as to
          which there is a record date preceding the date the Participant
          becomes the holder of record of such shares, except as the Committee
          may determine in its discretion.

    14.3. RESTRICTIONS ON TRANSFER.  Except pursuant to testamentary will or the
          laws of descent and distribution or as otherwise expressly permitted
          by the Plan, unless approved by the Committee in its sole discretion,
          no right or interest of any Participant in an Incentive Award prior to
          the exercise or vesting of such Incentive Award will be assignable or
          transferable, or subjected to any lien, during the lifetime of the
          Participant, either voluntarily or involuntarily, directly or
          indirectly, by operation of law or otherwise.  A Participant will,
          however, be entitled to designate a beneficiary to receive an
          Incentive Award upon such Participant's death, and in the event of a
          Participant's death, payment of any amounts due under the Plan will be
          made to, and exercise of any Options (to the extent permitted pursuant
          to Section 11 of the Plan) may be made by, the Participant's legal
          representatives, heirs and legatees.

    14.4. NON-EXCLUSIVITY OF THE PLAN.  Nothing contained in the Plan is
          intended to modify or rescind any previously approved compensation
          plans or programs of the Company or create any limitations on the
          power or authority of the Board to adopt such additional or other
          compensation arrangements as the Board may deem necessary or
          desirable.

                                    -12-

<PAGE>


15. SECURITIES LAW AND OTHER RESTRICTIONS.

    Notwithstanding any other provision of the Plan or any agreements
entered into pursuant to the Plan, the Company will not be required to issue any
shares of Common Stock under this Plan, and a Participant may not sell, assign,
transfer or otherwise dispose of shares of Common Stock issued pursuant to
Incentive Awards granted under the Plan, unless (a) there is in effect with
respect to such shares a registration statement under the Securities Act and any
applicable state securities laws or an exemption from such registration under
the Securities Act and applicable state securities laws, and (b) there has been
obtained any other consent, approval or permit from any other regulatory body
which the Committee, in its sole discretion, deems necessary or advisable.  The
Company may condition such issuance, sale or transfer upon the receipt of any
representations or agreements from the parties involved, and the placement of
any legends on certificates representing shares of Common Stock, as may be
deemed necessary or advisable by the Company in order to comply with such
securities law or other restrictions.

16. PLAN AMENDMENT, MODIFICATION AND TERMINATION.

    The Board may suspend or terminate the Plan or any portion thereof at any
time, and may amend the Plan from time to time in such respects as the Board may
deem advisable in order that Incentive Awards under the Plan will conform to any
change in applicable laws or regulations or in any other respect the Board may
deem to be in the best interests of the Company; provided, however, that no
amendments to the Plan will be effective without approval of the shareholders of
the Company if shareholder approval of the amendment is then required pursuant
to Section 422 of the Code or the rules of any stock exchange or Nasdaq.  No
termination, suspension or amendment of the Plan may adversely affect any
outstanding Incentive Award without the consent of the affected Participant;
provided, however, that this sentence will not impair the right of the Committee
to take whatever action it deems appropriate under Sections 3.2, 4.3 and 13 of
the Plan.

17. EFFECTIVE DATE AND DURATION OF THE PLAN.

    The Plan is effective as of May 15, 1997, the date it was adopted by the
Board and the shareholders.  The Plan will terminate at midnight on May 14,
2007, and may be terminated prior to such time to by Board action, and no
Incentive Award will be granted after such termination.  Incentive Awards
outstanding upon termination of the Plan may continue to be exercised, or become
free of restrictions, in accordance with their terms.

                                    -13-

<PAGE>


18. MISCELLANEOUS.

    18.1. GOVERNING LAW.  The validity, construction, interpretation,
          administration and effect of the Plan and any rules, regulations and
          actions relating to the Plan will be governed by and construed
          exclusively in accordance with the laws of the State of Minnesota,
          notwithstanding the conflicts of laws principles of any jurisdictions.

    18.2. SUCCESSORS AND ASSIGNS.  The Plan will be binding upon and inure to
          the benefit of the successors and permitted assigns of the Company and
          the Participants.

                                    -14-