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                                                                   EXHIBIT 10.6

                            MAGSTAR TECHNOLOGIES, INC.
                             2001 STOCK OPTION PLAN

1.   PURPOSE OF PLAN.

     The purpose of the MagStar Technologies, Inc. 2001 Stock Option Plan (the
"Plan") is to advance the interests of MagStar Technologies, Inc. (the
"Company") and its shareholders by enabling the Company and its Subsidiaries 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.

2.   DEFINITIONS.

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

     2.1  "ADVERSE ACTIONS" mean the actions described in Section 10.4 of the
          Plan.

     2.2  "BOARD" means the Board of Directors of the Company.

     2.3  "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.

     2.4  "CHANGE IN CONTROL" means an event described in Section 9.1 of the
          Plan.

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

     2.6  "COMMITTEE" means the group of individuals administering the Plan, as
          provided in Section 3 of the Plan.

     2.7  "COMMON STOCK" means the common stock of the Company, $.1875 par value
          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.

     2.8  "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.


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     2.9  "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.

     2.10 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     2.11 "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
          closing sale price of the Common Stock if the Common Stock is listed,
          admitted to unlisted trading privileges or reported on any foreign or
          national securities exchange or on the Nasdaq National Market or an
          equivalent foreign market on which sale prices are reported; (b) if
          the Common Stock is not so listed, admitted to unlisted trading
          privileges or reported, 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 reported, such price as the Committee determines in good
          faith in the exercise of its reasonable discretion.

     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
          Options under the Plan.

     2.16 "PREVIOUSLY ACQUIRED SHARES" means shares of Common Stock that are
          already owned by the Participant or, with respect to any Option, that
          are to be issued upon the exercise of such Option.

     2.17 "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.

     2.18 "SECURITIES ACT" means the Securities Act of 1933, as amended.

     2.19 "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.

     2.20 "TAX DATE" means the date any withholding tax obligation arises under
          the Code or other applicable tax statute for a Participant with
          respect to an Option.

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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 (but may
          also take action with the written consent of a majority of the members
          of such committee), 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
          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 action or
          determination made in good faith with respect to the Plan or any
          Option 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
               Options 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
               selected as Participants; (ii) the nature and extent of the
               Options to be made to each Participant (including the number of
               shares of Common Stock to be subject to each Option, the exercise
               price and the manner in which Options will become exercisable)
               and the form of written agreement, if any, evidencing such
               Option; (iii) the time or times when Options will be granted;
               (iv) the duration of each Option; and (v) the restrictions and
               other conditions to which the Options 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 Option 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 Option in any manner,
               including, without limitation, the authority to modify the number
               of shares or other terms and conditions of an Option, extend the
               term of an Option, accelerate the exercisability or otherwise
               terminate any restrictions relating to an Option, accept the
               surrender of any outstanding Option or, to the extent not
               previously exercised or vested, authorize the grant of new
               Options in substitution for surrendered Options; provided,
               however that the amended or modified terms are permitted by the
               Plan as then in effect and that any Participant adversely

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               affected by such amended or modified terms has consented to such
               amendment or modification. No amendment or modification to an
               Option, however, whether pursuant to this Section 3.2 or any
               other provisions of the Plan, will be deemed to be a re-grant of
               such Option 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 Option, 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 conditions to the
               exercisability of any outstanding Option 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
          Stock that will be available for issuance under the Plan will be two
          million (2,000,000) shares of Common Stock. Notwithstanding any other
          provisions of the Plan to the contrary, no Participant in the Plan may
          be granted any Options relating to more than one hundred thousand
          (100,000) 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 relating to up to two hundred thousand
          (200,000) shares of Common Stock (subject to adjustment as provided in
          Section 4.3 of the Plan).

     4.2  ACCOUNTING FOR OPTIONS. Shares of Common Stock that are issued under
          the Plan or that are subject to outstanding Options 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 Option that lapses, expires, is forfeited or for any
          reason is terminated unexercised and any shares of Common Stock that
          are subject to an Option 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.

     4.3  ADJUSTMENTS TO SHARES AND OPTIONS. In the event of any reorganization,
          merger, consolidation, recapitalization, liquidation,
          reclassification, stock dividend, stock split,

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          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, the number and
          kind of securities or other property (including cash) subject to, and
          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
Options as may be determined by the Committee in its sole discretion. Options
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
          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, however, that
          such per share price will not be less than (i) 100% of the Fair Market
          Value of one share of Common Stock on the date of grant with respect
          to an Incentive Stock Option, (ii) 110% of the Fair Market Value of
          one share of Common Stock on the date of grant if, at the time the
          Incentive Stock Option is granted, the Participant owns, directly or
          indirectly (as determined under Section 425(d) of the Code), more than
          10% of the total combined voting power of all classes of stock of the
          Company, any subsidiary or any parent corporation of the Company
          (within the meaning of Sections 425(f) and 425(e), respectively, of
          the Code), or (iii) 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 Incentive Stock Option may be exercisable after 10 years from its
          date of grant (five years from its date of grant 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).

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     6.4  PAYMENT OF EXERCISE PRICE. The total purchase price of the shares to
          be purchased upon exercise of an Option must 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, 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:
          Secretary) at its principal executive office at 410 Eleventh Avenue
          South, Hopkins, Minnesota 55343, 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  EARLY EXERCISE. An Option may, but need not, contain a provision under
          which the Participant may elect to exercise the Option as to any part
          or all of the shares subject to the Option prior to full vesting of
          the Option. Any unvested shares so purchased shall be subject to a
          repurchase option in favor of the Company and to any other restriction
          the Committee determines appropriate. The Company will not exercise
          its repurchase option until at least 6 months (or such longer or
          shorter period of time required to avoid a charge to earnings for
          financial accounting purposes) have elapsed following exercise of the
          Option unless the Committee specifically provides otherwise in the
          Option.

     6.7  AGGREGATE LIMITATION OF 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 (within the
          meaning of Section 422 of the Code) 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 or any subsidiary or
          parent corporation of the Company (within the meaning of the Code))
          exceeds $100,000 (or such other amount as may be prescribed by the
          Code from time to time), such excess Options will be treated as
          Non-Statutory Stock Options. The determination will 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 an Incentive
          Stock Option, the Committee, in its discretion, will designate which
          shares will be treated as shares to be acquired upon exercise of an
          Incentive Stock Option.

7.   EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER SERVICE.

     7.1  TERMINATION DUE TO DEATH, DISABILITY OR RETIREMENT. Unless otherwise
          provided by the Committee in its sole discretion in the agreement
          evidencing an Option:

          (a)  In the event a Participant's employment or other service with the
               Company and all Subsidiaries is terminated by reason of death or
               Disability, all outstanding Options then held by the Participant
               will remain exercisable, to the extent exercisable as of the date
               of such termination, for a period of one year after such
               termination (but in no event after the expiration date of any
               such Option).

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          (b)  In the event a Participant's employment or other service with the
               Company and all Subsidiaries is terminated by reason of
               Retirement, all outstanding Options then held by the Participant
               will remain exercisable, to the extent exercisable as of the date
               of such termination, for a period of three months after such
               termination (but in no event after the expiration date of any
               such Option).

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

          (a)  Unless otherwise provided by the Committee in its sole discretion
               in the agreement evidencing an Option, 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 Option will immediately terminate without notice of
               any kind, and no Options then held by the Participant will
               thereafter be exercisable; 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
               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).

          (b)  For purposes of this Section 7.2, "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 non-compete agreement
               entered into with the Company or any Subsidiary.

     7.3  MODIFICATION OF RIGHTS UPON TERMINATION. Notwithstanding the other
          provisions of this Section 7, 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 (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;
          provided, however, that no Option may remain exercisable beyond its
          expiration date.

     7.4  EXERCISE OF INCENTIVE STOCK OPTIONS FOLLOWING TERMINATION. Any
          Incentive Stock Option that remains unexercised more than one year
          following termination of employment by reason of Disability or more
          than three months following termination for any reason other than
          death or Disability will thereafter be deemed to be a Non-Statutory
          Stock Option.

     7.5  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

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          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.

8.   PAYMENT OF WITHHOLDING TAXES.

     8.1  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 foreign, federal, state and
          local withholding and employment-related tax requirements attributable
          to an Option, including, without limitation, the grant or exercise of
          an Option 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 Option.

     8.2  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 8.1 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.

9.   CHANGE IN CONTROL.

     9.1  CHANGE IN CONTROL. For purposes of this Section 9, a "Change in
          Control" of the Company will mean the following:

          (a)  the sale, lease, exchange, exclusive license 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, other than a Grandfathered Shareholder (as defined
               below), 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 (i) 20% or more, but not 50% or
               more, 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 Continuity Directors (as defined
               in Section 9.2 below), or (ii) 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 Continuity Directors) (a "Grandfathered
               Shareholder" means Activar, Inc., Richard McNamara and James
               Reissner, together with any and all of their "affiliates" and
               "associates" (as defined in Rule 12b-2 under the Exchange Act)).

          (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

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               Act), 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 Continuity Directors, 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 Continuity Directors);

          (e)  the Continuity 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 requirement.

     9.2  CONTINUITY DIRECTORS. For purposes of this Section 9, "Continuity
          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 Continuity 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).

     9.3  ACCELERATION OF EXERCISABILITY. 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
          Option at the time of grant or at any time after the grant of an
          Option, 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 have been granted remains in the
          employ or service of the Company or any Subsidiary.

     9.4  CASH PAYMENT. 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 Option at the time of grant or at any
          time after the grant of an Option, 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.

     9.5  LIMITATION ON CHANGE IN CONTROL PAYMENTS. Notwithstanding anything in
          Section 9.3 or 9.4 of the Plan to the contrary, if, with respect to a
          Participant, the acceleration of the exercisability of an Option as
          provided in Section 9.3 or the payment of cash in exchange for all or
          part of an Option as provided in Section 9.4 (which acceleration or
          payment could be deemed a "payment" within the meaning of Section
          280G(b)(2) of the Code), together with any other "payments" that such
          Participant has the right to receive from the Company or any

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          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 under Section 9.3 or 9.4 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, such "payments" shall only
          be reduced if such reduction would result in the Participant receiving
          a greater net benefit, on an after-tax basis (including after payment
          of any excise tax imposed by Section 4999 of the Code), than the
          participant would have received had such reduction not occurred;
          provided further, 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 the Participant will have
          the discretion to determine which "payments" will be reduced, that
          such "payments" will not be reduced or that such "payments" will be
          "grossed up" for tax purposes), then this Section 9.5 will not apply,
          and any "payments" to a Participant under Section 9.3 or 9.4 of the
          Plan will be treated as "payments" arising under such separate
          agreement.

10.  RIGHTS OF ELIGIBLE RECIPIENTS AND PARTICIPANTS; TRANSFERABILITY.


     10.1 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.

     10.2 RIGHTS AS A SHAREHOLDER. As a holder of Options, a Participant will
          have no rights as a shareholder unless and until such Options 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 Options 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.

     10.3 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 Option prior to the
          exercise of such Option 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 Option 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 Options
          (to the extent permitted pursuant to Section 7 of the Plan) may be
          made by, the Participant's legal representatives, heirs and legatees.

     10.4 RESTRICTIONS REGARDING EMPLOYMENT OR SERVICE.

          (a)  Notwithstanding anything in the Plan to the contrary, in the
               event that the Committee determines, in its sole discretion, that
               a Participant, prior to or following such Participant's
               termination of employment or other service with the Company or
               any

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               Subsidiary, has taken Adverse Actions with respect to the
               Company or any Subsidiary, the Committee in its sole discretion
               will have the authority to terminate immediately all rights of
               the Participant under the Plan and any agreement evidencing
               Options then held by the Participant without notice of any kind.
               In such event, the Committee will also have the authority in its
               sole discretion to rescind the exercise of any Options of the
               Participant that have occurred since a date commencing one year
               prior to the date of such employment or service termination and
               require the Participant to disgorge any profits (however defined
               by the Committee) made by the Participant relating to such
               Options or any shares issuable upon the exercise or vesting of
               such Options. Such payment must be made in cash (including check,
               bank draft or money order) or, with the Committee's consent,
               shares of Common Stock with a Fair Market Value on the date of
               payment equal to the amount of such payment. The Company will be
               entitled to 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 amounts necessary to
               satisfy such payment obligation.

          (b)  For purposes of this Section 10.4, an "Adverse Action" will mean
               any action by a Participant that the Committee, in its sole
               discretion, determines is materially adverse to the interests of
               the Company or any Subsidiary, including, without limitation, (i)
               disclosing confidential information of the Company or any
               Subsidiary to any person not authorized by the Company to receive
               it, (ii) engaging, directly or indirectly, in any commercial
               activity that in the judgment of the Committee competes with the
               business of the Company or any Subsidiary, or (iii) interfering
               with the relationships of the Company or its Subsidiaries with
               their respective employees and customers.

     10.5 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.

11.  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
Options 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 or foreign securities laws or an exemption from such registration under
the Securities Act and applicable state or foreign 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.

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12.  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 Options 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 or similar
regulatory body. No termination, suspension or amendment of the Plan may
adversely affect any outstanding Option 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 9 of the Plan.

13.  EFFECTIVE DATE AND DURATION OF THE PLAN.

     The Plan is effective as of April 3, 2001, the date it was approved by the
Board subject to approval of the shareholders of the Company, which is expected
to occur on May 31, 2001. The Plan will terminate at 11:59 p.m. on April 3,
2011, and may be terminated prior to such time to by Board action, and no Option
will be granted after such termination. Options outstanding upon termination of
the Plan may continue to be exercised in accordance with their terms.

14.  MISCELLANEOUS.

     14.1 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.

     14.2 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.

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