CHRONIMED INC.
                             1997 STOCK OPTION PLAN


                      Article I. Establishment and Purpose

         1.1 Establishment. Chronimed Inc., a Minnesota Corporation ("Company"),
hereby establishes a stock option plan for employees and others providing
services to the Company, as described herein, which shall be known as the "1997
STOCK OPTION PLAN" ("Plan"). The Plan permits the granting of Nonstatutory Stock
Options and Incentive Stock Options.

         1.2 Purpose. The purposes of this Plan are to enhance shareholder
investment by attracting, retaining, and motivating employees and consultants of
the Company and to encourage stock ownership by such employees and consultants
by providing them with a means to acquire a proprietary interest in the
Company's success.


                             Article II. Definitions

         2.1 Definitions. Unless the context clearly requires otherwise, the
following terms shall have the respective meanings set forth below, and when
said meaning is intended, the term shall be capitalized.

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

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

         (c)      "Committee" shall mean the Committee, as specified in Article
                  IV hereof, appointed by the Board to administer the Plan, or
                  the Board if no Committee is appointed.

         (d)      "Company" means Chronimed Inc., a Minnesota corporation
                  (including any and all subsidiaries).

         (e)      "Consultant" means any person or entity, including an officer
                  or director of the Company who provides services (other than
                  as an Employee) to the Company.

         (f)      "Date of Exercise" means the date the Company receives notice
                  by an Optionee of the exercise of an Option pursuant to
                  Section 8.1 of this Plan. Such notice shall indicate the
                  number of shares of Stock as to which the Optionee intends to
                  exercise an Option.

         (g)      "Employee" means any person, including an officer or director
                  of the Company, who is employed by the Company.

         (h)      "Exchange Act" means the Securities Exchange Act of 1934, as
                  amended.

         (i)      "Fair Market Value" means the closing price of the Stock as
                  reported by NASDAQ on the applicable day, or if there has been
                  no sale on that date, on the last preceding date on which a
                  sale occurred, or such other value of the Stock as shall be
                  specified by the Board.

         (j)      "Incentive Stock Option" means an Option granted under this
                  Plan which is designated as an Incentive Stock Option and is
                  intended to qualify as an "incentive stock option" within the
                  meaning of Section 422 of the Code.

         (k)      "Insider" means a person who is, at the time of an Option
                  grant hereunder, an officer, director or holder of more than
                  ten percent of the outstanding shares of the Stock, as defined
                  in Section 16 of the Exchange Act.

         (l)      "Nonstatutory Option" means an Option granted under this Plan
                  which is not intended to qualify as an incentive stock option
                  within the meaning of Section 422 of the Code. Except as
                  otherwise specified herein, Nonstatutory Options may be
                  granted at such times and subject to such restrictions as the
                  Board shall determine without conforming to the statutory
                  rules of Section 422 of the Code applicable to incentive stock
                  options.

         (m)      "Option" means the right, granted under this Plan, to purchase
                  Stock of the Company at the option price for a specified
                  period of time. For purposes of this Plan, an Option may be
                  either an Incentive Stock Option or a Nonstatutory Option.

         (n)      "Optionee" means a person to whom an Option has been granted
                  under the Plan.

         (o)      "Parent Corporation" shall have the meaning set forth in
                  Section 424(e) of the Code with the Company being treated as
                  the employer corporation for purposes of this definition.

         (p)      "Subsidiary Corporation" shall have the meaning set forth in
                  Section 424(f) of the Code with the Company being treated as
                  the employer corporation for purposes of this definition.

         (q)      "Significant Shareholder" means an individual who, within the
                  meaning of Section 422(b)(6)of the Code, owns Stock possessing
                  more than ten percent of the total combined voting power of
                  all classes of stock of the Company or of any Parent
                  Corporation or Subsidiary Corporation of the Company. In
                  determining whether an individual is a Significant
                  Shareholder, an individual shall be treated as owning Stock
                  owned by certain relatives of the individual and certain Stock
                  owned by corporations in which the individual is a
                  shareholder, partnerships in which the individual is a
                  partner, and estates or trusts of which the individual is a
                  beneficiary, all as provided in Section 424(d) of the Code.

         (r)      "Stock" means the common stock of the Company.

         2.2 Gender and Number. Except when otherwise indicated by the context,
any masculine terminology when used in this Plan also shall include the feminine
gender, and the definition of any term herein in the singular also shall include
the plural.

         2.3 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.


                   Article III. Eligibility and Participation

         3.1 Eligibility. All Employees are eligible to participate in this Plan
and receive Incentive Stock Options and/or Nonstatutory Options hereunder. All
Consultants are eligible to participate in this Plan and receive Nonstatutory
Options hereunder.

         3.2 Actual Participation. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all Employees and Consultants
those to whom Options shall be granted and shall determine the nature of and
number of shares of Stock subject to each such Option.


                           Article IV. Administration

         4.1 The Committee. The Plan shall be administered by the Committee. If
the entire Board of Directors is not serving as the Committee, the Committee
appointed by the Board shall meet the requirements of Rule 16b-3 so that Options
granted under the Plan may be considered "exempt" under Rule 16b-3 and Section
16(b) of the Exchange Act. If for any reason the Committee does not qualify to
administer the Plan as contemplated by Rule 16b-3 of the Exchange Act, or as may
be required under applicable tax law to permit a deduction with respect to
certain Options issued under the Plan, the Board may appoint a new Committee so
as to comply with the requirements of Rule 16b-3 and such tax law.

         4.2 Authority of the Committee. The Committee shall have full power
 except as limited by law or by the Articles of Incorporation or Bylaws of the
Company, and subject to the provisions herein, to determine the size and types
of Options; to determine the terms and conditions of such Options in a manner
consistent with the Plan; to construe and interpret the Plan and any agreement
or instrument entered into under the Plan; to establish, amend, or waive rules
and regulations for the Plan's administration; and (subject to the provisions of
Article XII herein) to amend the terms and conditions of any outstanding Option
to the extent such terms and conditions are within the discretion of the
Committee as provided in the Plan. Further, the Committee shall make all other
determinations which may be necessary or advisable for the administration of the
Plan. As permitted by law, the Committee may delegate its authorities as
identified hereunder.

         4.3 Decisions Binding. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders or
resolutions of the Board of Directors shall be final, conclusive, and binding on
all persons, including the Company, its shareholders, Employees, Consultants,
Optionees, and their respective successors.


                      Article V. Stock Subject to the Plan

         5.1 Number. Subject to adjustment as provided in Section 5.3 below, the
total number of shares of Stock hereby made available for grant and reserved for
issuance under the Plan shall be 1,000,000. The aggregate number of shares of
Stock available under this Plan shall be subject to adjustment as provided in
Section 5.3 below. The total number of shares of Stock may be authorized but
unissued shares of Stock, or shares acquired by purchase as directed by the
Board from time to time in its discretion, to be used for issuance upon exercise
of Options granted hereunder.

         5.2 Lapsed Options. If an Option shall expire or terminate for any
reason without having been exercised in full, the unpurchased shares of Stock
subject thereto shall (unless the Plan shall have terminated) become available
for other Options under the Plan.

         5.3 Adjustment in Capitalization. In the event of any change in the
outstanding shares of Stock by reason of a stock dividend or split,
recapitalization, reclassification, or other similar corporate change, the
aggregate number of shares of Stock set forth in Sections 5.1 and 7.1 below
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive; provided, however, that fractional shares shall be rounded to the
nearest whole share. In any such case, the number and kind of shares that are
subject to any Option (including any Option outstanding after termination of
employment) and the Option price per share shall be proportionately and
appropriately adjusted without any change in the aggregate Option price to be
paid therefor upon exercise of the Option.


                        Article VI. Duration of the Plan

         6.1 Duration of the Plan. Subject to shareholder approval, the Plan
shall be in effect for ten years from the date of its adoption by the Committee.
Any Options outstanding at the end of said period shall remain in effect in
accordance with their terms. The Plan shall terminate before the end of said
period if all Stock subject to it has been purchased pursuant to the exercise of
Options granted under the Plan.


                       Article VII. Terms of Stock Options

         7.1 Grant of Options. Subject to Section 5.1, Options may be granted to
Employees or Consultants at any time and from time to time as determined by the
Committee; provided, however, that Consultants may receive only Nonstatutory
Options, and may not receive Incentive Stock Options. The Committee shall have
complete discretion in determining the recipient of options among the Employees
or Consultants, the number of shares of Stock subject to an Option and the
number of Options granted to each Optionee. In making such determinations, the
Committee may take into account the nature of services rendered by such
Employees or Consultants, their present and potential contributions to the
Company, and such other factors as the Committee in its discretion shall deem
relevant. The Committee also shall determine whether an Option is to be an
Incentive Stock Option or a Nonstatutory Option.

         The aggregate Fair Market Value (determined at the date of grant) of
shares of Stock with respect to which Incentive Stock Options are exercisable
for the first time by the Optionee during any calendar year under all plans of
the Company under which Incentive Stock Options may be granted (and all such
plans of any Parent Corporations and any Subsidiary Corporations of the Company)
shall not exceed $100,000.

         The preceding paragraph shall not be deemed to prevent the grant of
Options in excess of the maximums established by the preceding paragraph where
such excess amount is treated as a Nonstatutory Option; provided, however, no
Optionee may be granted Options in any fiscal year to purchase an aggregate
number of shares of Stock in excess of 250,000 shares per Optionee, subject to
adjustment under Section 5.3 above.

         The Committee is expressly given the authority to issue amended Options
with respect to shares of Stock subject to an Option previously granted
hereunder. An amended Option amends the terms of an Option previously granted
and thereby supersedes the previous Option.

         No Options granted under the Plan may be exercisable before the
approval of the Plan by the shareholders of the Company pursuant to the Bylaws
of the Company ("Shareholder Approval"). The granting and vesting of an Option
under the Plan by the Committee and the exercise of such Option by the Optionee
shall be subject to Shareholder Approval at the 1996 Annual Meeting of the
Company. If Shareholder Approval of the Plan does not occur at the 1996 Annual
Meeting of the Company any Option or Options held by any Optionee under the Plan
shall terminate immediately and shall be unexercisable.

         7.2 No Tandem Options. Where an Option granted under this Plan is
intended to be an Incentive Stock Option, the Option shall not contain terms
pursuant to which the exercise of the Option would affect the Optionee's right
to exercise another Option, or vice versa, such that the Option intended to be
an Incentive Stock Option would be deemed a tandem stock option within the
meaning of the regulations under Section 422 of the Code.

         7.3 Option Agreement. As determined by the Committee on the date of
grant, each Option shall be evidenced by an Option agreement (the "Option
Agreement") that includes the nontransferability provisions of Section 10.2
hereof and specifies: whether the Option is an Incentive Stock Option or a
Nonstatutory Option; the Option price; the duration of the Option; the number of
shares of Stock to which the Option applies; any vesting or serial exercise
restrictions which the Committee may impose; and any other terms or conditions
which the Committee may impose.

         All Option Agreements shall incorporate the provisions of this Plan by
reference, with certain provisions to apply depending upon whether the Option
Agreement applies to an Incentive Stock Option or to a Nonstatutory Option.

         7.4 Option Price. No Incentive Stock Option granted pursuant to this
Plan shall have an Option price that is less than the Fair Market Value of Stock
on the date the Option is granted. Incentive Stock Options granted to
Significant Shareholders shall have an Option price of not less than 110 percent
of the Fair Market Value of Stock on the date of grant. The Option price for
Nonstatutory Options shall be equal to the Fair Market Value of Stock on the
date the Option is granted and shall not be subject to the restrictions
applicable to Incentive Stock Options.

         7.5 Term of Options. Each Option shall expire at such time as the
Committee shall determine when it is granted, provided however that no Option
shall be exercisable later than the tenth anniversary date of its grant. By its
terms, an Incentive Stock Option granted to a Significant Shareholder shall not
be exercisable after five years from the date of grant.

         7.6 Exercise of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for all
Optionees.

         7.7 Payment. Payment for all shares of Stock shall be made at the time
that an Option, or any part thereof, is exercised, and no shares shall be issued
until full payment therefor has been made. Payment shall be made (i) in cash, or
(ii) if acceptable to the Committee, in Stock having a Fair Market Value at the
time of the exercise equal to the exercise price (provided that, in the case of
an Insider, the Stock that is tendered as payment upon exercise of the Option
has been held by the Optionee for at least six months prior to its tender if
such restriction is necessary to maintain the exemption of the Option under Rule
16b-3), or in some other form, including a combination of the above; provided,
however, in the case of an Incentive Stock Option, that said other form of
payment does not prevent the Option from qualifying for treatment as an
"incentive stock option" within the meaning of the Code. In addition, the
Company may establish a cashless exercise program in accordance with Federal
Reserve Board Regulation T.


                    Article VIII. Written Notice, Issuance of
                   Stock Certificates, Shareholder Privileges

         8.1 Written Notice. An Optionee wishing to exercise an Option shall
give written notice to the Chief Financial Officer of the Company, in the form
and manner prescribed by the Committee. Except for approved "cashless
exercises," full payment for the shares exercised pursuant to the Option must
accompany the written notice.

         8.2 Issuance of Stock Certificates. As soon as practicable after the
receipt of written notice and payment, the Company shall deliver to the Optionee
or to a nominee of the Optionee a certificate or certificates for the requisite
number of shares of Stock. Such certificate may bear a legend restricting
transfer if required under Article XVI below.

         8.3 Privileges of a Shareholder. An Optionee or any other person
entitled to exercise an Option under this Plan shall not have shareholder
privileges with respect to any Stock covered by the Option until the date of
issuance of a stock certificate for such stock.


                      Article IX. Termination of Employment

         9.1 Death. If an Optionee's employment in the case of an Employee, or
provision of services as a Consultant, in the case of a Consultant, terminates
by reason of death, the Option may thereafter be exercised at any time prior to
the expiration date of the Option or within 12 months after the date of such
death, whichever period is the shorter, by the person or persons entitled to do
so under the Optionee's will or, if the Optionee shall fail to make a
testamentary disposition of an Option or shall die intestate, the Optionee's
legal representative or representatives. The Option shall be exercisable only to
the extent that such Option was exercisable as of the date of death.

         9.2 Termination Other Than For Cause Or Due to Death. Unless otherwise
determined by the Board, in the event of an Optionee's termination of
employment, in the case of an Employee, or termination of the provision of
services as a Consultant, in the case of a Consultant, other than by reason of
death or for cause (as defined in Section 9.3 below), the Optionee may exercise
such portion of his Option as was exercisable by the Optionee at the date of
such termination (the "Termination Date") at any time within three (3) months
after the Termination Date; provided, however, that where the Optionee is an
Employee, and is terminated due to disability within the meaning of Code Section
422(c)(6), such Optionee may exercise such portion of any Option as was
exercisable by such Optionee on Optionee's Termination Date within one year
after such Termination Date. In any event, the Option cannot be exercised after
the expiration of the term of the Option. Options not exercised within the
applicable period specified above shall terminate.

         In the case of an Employee, a change of duties or position within the
Company or an assignment of employment in a Subsidiary Corporation or Parent
Corporation of the Company, if any, or from such a corporation to the Company,
shall not be considered a termination of employment for purposes of this Plan.
The Option Agreements may contain such provisions as the Committee shall approve
with reference to the effect of approved leaves of absence upon termination of
employment.

         9.3 Termination for Cause. In the event of an Optionee's termination of
employment, in the case of an Employee, or termination of the provision of
services as a Consultant in the case of a Consultant, which termination is by
the Company for cause (as defined below), any Option or Options held by such
Optionee under the Plan, to the extent not exercised before such termination,
shall terminate immediately.

         The term "cause" means: (i) Optionee's conviction of a felony which
would materially damage the reputation of the Company, (ii) material
misappropriation by Optionee of the Company's property or other material acts of
dishonesty by Optionee against the Company or (iii) Optionee's gross negligence
or willful misconduct in the performance of Optionee's duties, which has a
material adverse effect on the Company.


                         Article X. Rights of Optionees

         10.1 Service. Nothing in this Plan shall interfere with or limit in any
way the right of the Company to terminate any Employee's employment, or any
Consultant's services, at any time, nor confer upon any Employee any right to
continue in the employ of the Company, or upon any Consultant any right to
continue to provide services to the Company.

         10.2 Nontransferability. Except as otherwise determined by the
Committee in the case of Nonstatutory Options, all Options granted under this
Plan shall be nontransferable by the Optionee, other than by will or the laws of
descent and distribution, and shall be exercisable during the Optionee's
lifetime only by the Optionee.


                         Article XI. Optionee-Employee's
                          Transfer or Leave of Absence

         11.1     Optionee-Employee's Transfer or Leave of Absence. For Plan
                  purposes:

         (a)      A transfer of an Optionee who is an Employee from the Company
                  to a Subsidiary Corporation or Parent Corporation, or from one
                  such corporation to another, or

         (b)      a leave of absence for such an Optionee (i) which is duly
                  authorized in writing by the Company, and (ii) if the Optionee
                  holds an Incentive Stock Option, which qualifies under the
                  applicable regulations under the Code which apply in the case
                  of incentive stock options,

shall not be deemed a termination of employment. However, under no circumstances
may an Optionee exercise an Option during any leave of absence, unless
authorized by the Committee.


                             Article XII. Amendment,
                    Modification, and Termination of the Plan

         12.1 Amendment, Modification, and Termination of the Plan. The Board
may at any time terminate, and from time to time may amend or modify the Plan,
provided, however, that no such action of the Board, without approval of the
shareholders, may:

         (a)      increase the total amount of Stock that may be purchased
                  through Options granted under the Plan, except as provided in
                  Section 5.1 above; or

         (b)      change the class of Employees or Consultants eligible to
                  receive Options; or

         (c)      change the provisions of Section 7.1 above to allow an
                  Optionee to be granted Options in any fiscal year to purchase
                  an aggregate number of shares of Stock in excess of 250,000
                  shares per Optionee, subject to adjustment under Section 5.3
                  above.

         12.2 Options Previously Granted. No amendment, modification, or
termination of the Plan shall in any manner adversely affect any outstanding
Option under the Plan without the consent of the Optionee holding the Option.


            Article XIII. Merger, Consolidation or Acceleration Event

         13.1     Merger, Consolidation.

         (a)      Subject to any required action by the shareholders, if the
                  Company shall be the surviving corporation in any merger or
                  consolidation, any Option granted hereunder shall pertain to
                  and apply to the securities to which a holder of the number of
                  shares of Stock subject to the Option would have been entitled
                  in such merger or consolidation.

         (b)      A dissolution or a liquidation of the Company or a merger and
                  consolidation in which the Company is not the surviving
                  corporation shall cause every Option outstanding hereunder to
                  terminate as of the effective date of such dissolution,
                  liquidation, merger or consolidation. However, unless the
                  Optionee is offered a firm commitment whereby the resulting or
                  surviving corporation in a merger or consolidation will tender
                  to the Optionee an option (the "Substitute Option") to
                  purchase its shares on terms and conditions as to number of
                  shares, exercisability and otherwise, which will substantially
                  preserve to the Optionee the rights and benefits of the Option
                  outstanding hereunder granted by the Company, then the
                  Optionee shall have the right immediately prior to such
                  merger, or consolidation to exercise any unexercised Options
                  whether or not then exercisable, subject to the provisions of
                  this Plan. The Board shall have absolute and uncontrolled
                  discretion to determine whether the Optionee has been offered
                  a firm commitment and whether the tendered Substitute Option
                  will substantially preserve to the Optionee the rights and
                  benefits of the Option outstanding hereunder. In any event,
                  any Substitute Option for an Incentive Stock Option shall
                  comply with the requirements of Code Section 424(a).

         13.2 Impact of Acceleration Event. Subject to Shareholder Approval of
the Plan, Options granted hereunder will become fully exercisable and vested in
the event of a "Acceleration Event" as defined in Section 13.3 or a "Potential
Acceleration Event" as defined in Section 13.4.

         13.3 Definition of "Acceleration Event." For purposes of Section 13.2,
an "Acceleration Event" means the happening of any of the following:

         (a)      When any "person" as defined in Section 3(a) (9) of the
                  Exchange Act and as used in Sections 13(d) and 14(d) thereof,
                  including a "group" as defined in Section 13(d) of the
                  Exchange Act, but excluding the Company or any subsidiary or
                  parent or any employee benefit plan sponsored or maintained by
                  the Company or any subsidiary or parent (including any trustee
                  of such plan acting as trustee), directly or indirectly,
                  becomes the "beneficial owner" (as defined in Rule 13d-3 under
                  the Exchange Act, as amended from time to time), of securities
                  of the Company representing 20 percent or more of the combined
                  voting power of the Company's then outstanding securities;

         (b)      When, during any period of 24 consecutive months during the
                  existence of the Plan, the individuals who, at the beginning
                  of such period, constitute the Board ("Incumbent Directors")
                  cease for any reason other than death to constitute at least a
                  majority thereof; provided, however, that a Director who was
                  not a Director at the beginning of such 24-month period will
                  be deemed to have satisfied such 24-month requirement (and be
                  an Incumbent Director) if such Director was elected by, or on
                  the recommendation or, or with the approval of, at least 60%
                  of the Directors who then qualified as Incumbent Directors
                  either actually (because they were Directors at the beginning
                  of such 24-month period) or by prior operation of this Section
                  13.3(b); or

         (c)      The approval by the shareholders of any sale, lease, exchange,
                  or other transfer (in one transaction or a series of related
                  transactions) of all or substantially all of the assets of the
                  Company or the adoption of any plan or proposal for the
                  liquidation or dissolution of the Company.

         13.4 Definition of "Potential Acceleration Event." For purposes of
Section 13.2, a "Potential Acceleration Event" means the approval by the Board
of an agreement by the Company the consummation of which would result in an
Acceleration Event of the Company as defined in Section 13.3.


                      Article XIV. Securities Registration

         14.1 Securities Registration. In the event that the Company shall deem
it necessary or desirable to register under the Securities Act of 1933, as
amended, or any other applicable statute, any Options or any Stock with respect
to which an Option may be or shall have been granted or exercised, or to qualify
any such Options or Stock under the Securities Act of 1933, as amended, or any
other statute, then the Optionee shall cooperate with the Company and take such
action as is necessary to permit registration or qualification of such Options
or Stock.

         Unless the Company has determined that the following representation is
unnecessary, each person exercising an Option under the Plan may be required by
the Company, as a condition to the issuance of the shares pursuant to exercise
of the Option, to make a representation in writing (a) that he or she is
acquiring such shares for his or her own account for investment and not with a
view to, or for sale in connection with, the distribution of any part thereof,
(b) that before any transfer in connection with the resale of such shares, he or
she will obtain the written opinion of counsel for the Company, or other counsel
acceptable to the Company, that such shares may be transferred. The Company may
also require that the certificates representing such shares contain legends
reflecting the foregoing. The Company will only require the foregoing investment
representation from an Optionee, inscription of a legend on the Optionee's share
certificate and placement of a stop order with the Company's transfer agent if a
registration statement is not in effect with respect to the shares issued
pursuant to the Plan at the time the Optionee exercises the Option.


                           Article XV. Tax Withholding

         15.1 Tax Withholding. The Company shall have the power and the right to
deduct or withhold, or require an Optionee to remit to the Company, an amount
sufficient to satisfy Federal, state, and local taxes (including the Optionee's
FICA obligation) required by law to be withheld with respect to any grant,
exercise, or payment made under or as a result of the Plan.

         15.2 Share Withholding. With respect to withholding required upon the
exercise of Options, or upon any other taxable event hereunder, Optionees may
elect, subject to the approval of the Committee, to satisfy the withholding
requirement, in whole or in part, by having the Company withhold shares having a
Fair Market Value, on the date the tax is to be determined, equal to the minimum
marginal tax which could be imposed on the transaction.

         Share withholding upon the exercise of an Option will be done if the
Optionee makes a signed, written election and either of the following occurs:

         (a)      The Option exercise occurs during a "window period" and the
                  election to use such share withholding is made at any time
                  prior to exercise. For this purpose, "window period" means the
                  period beginning on the third business day following the date
                  of public release of the Company's quarterly financial
                  information and ending after the twelfth business day
                  following such date. An earlier election can be revoked up
                  until the exercise of the Option during the window period; or

         (b)      An election to withhold shares is made at least six months
                  before the Option is exercised. If this election is made, then
                  the Option can be exercised and shares may be withheld outside
                  of the window period.


                          Article XVI. Indemnification

         16.1 Indemnification. To the extent permitted by law, each person who
is or shall have been a member of the Committee or of the Board shall be
indemnified and held harmless by the Company against and from any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by him or
her in connection with or resulting from any claim, action, suit, or proceeding
to which he or she may be a party or in which he or she may be involved by
reason of any action taken or failure to act under the Plan and against and from
any and all amounts paid by him or her in settlement thereof, with the Company's
approval, or paid by him or her in satisfaction of judgment in any such action,
suit, or proceeding against him or her, provided he or she shall give the
Company an opportunity, at its own expense, to handle and defend the same before
he or she undertakes to handle and defend it on his or her own behalf. The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company's
articles of incorporation or bylaws, as a matter of law, or otherwise, or any
power that the Company may have to indemnify them or hold them harmless.


                        Article XVII. Requirements of Law

         17.1 Requirements of Law. The granting of Options and the issuance of
shares of Stock upon the exercise of an Option shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.

         17.2 Governing Law. To the extent not preempted by federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Minnesota.

         17.3 Compliance with the Code. Incentive Stock Options granted
hereunder are intended to qualify as "incentive stock options" under Code
Section 422. If any provision of this Plan is susceptible to more than one
interpretation, such interpretation shall be given thereto as is consistent with
Incentive Stock Options granted under this Plan being treated as incentive stock
options under the Code.


                      Article XVIII. Effective Date of Plan

         18.1 Effective Date. Subject to Shareholder Approval of the Plan, the
Plan shall be effective as of July 1, 1996, the date of its adoption by the
Board.


                  Article XIX. No Obligation to Exercise Option

         19.1 No Obligation to Exercise. The granting of an Option shall impose
no obligation upon the holder thereof to exercise such Option.