Exhibit 10.1

                  DataLogic International, Inc.
           2004 Non-Qualified Stock & Stock Option Plan

1.     Purpose of Plan

     1.1     This 2004 Non-Qualified Stock & Stock Option Plan (the "Plan") of
DataLogic International, Inc., a Delaware corporation (the "Company") for
officer, directors, employees, consultants and other persons associated with
the Company, is intended to advance the best interests of the Company by
providing those persons who have a substantial responsibility for its
management and growth with additional incentive and by increasing their
proprietary interest in the success of the Company, thereby encouraging them
to maintain their relationships with the Company.  Further, the availability
and offering of stock options and common stock under the Plan supports and
increases the Company's ability to attract and retain individuals of
exceptional talent upon whom, in large measure, the sustained progress, growth
and profitability of the Company depends.

2.     Definitions

     2.1     For Plan purposes, except where the context might clearly
indicate otherwise, the following terms shall have the meanings set forth
below:

     "Board" shall mean the Board of Directors of the Company.

     "Committee" shall mean the Compensation Committee, or such other
committee appointed by the Board, which shall be designated by the Board to
administer the Plan, or the Board if no committees have been established.  The
Committee shall be composed of three or more persons as from time to time are
appointed to serve by the Board.  Each member of the Committee, while serving
as such, shall be a disinterested person with the meaning of Rule 16b-3
promulgated under the Securities Exchange Act of 1934.

     "Common Shares" shall mean the Company's Common Shares, $.001 par value
per share, or, in the event that the outstanding Common Shares are hereafter
changed into or exchanged for different shares of securities of the Company,
such other shares or securities.

     "Company" shall mean DataLogic International, Inc., a Delaware
corporation, and any parent or subsidiary corporation of DataLogic
International, Inc., as such terms are defined in Sections 425(e) and 425(f),
respectively, of the Code.

     "Fair Market Value" shall mean, with respect to the date a given stock
option is granted or exercised, the average of the highest and lowest reported
sales prices of the Common Shares, as reported by such responsible reporting
service as the Committee may select, or if there were no transactions in the
Common Shares on such day, then the last preceding day on which transactions
took place.  The above withstanding, the Committee may determine the Fair
Market Value in such other manner as it may deem more equitable for Plan
purposes or as is required by applicable laws or regulations.

<PAGE>


     "Optionee" shall mean an employee of the company who has been granted one
or more Stock Options under the Plan.

     "Common Stock" shall mean shares of common stock which are issued by the
Company pursuant to Section 5, below.

"Common Stockholder" means the employee of, consultant to, or officer or
director of the Company or other person to whom shares of Common Stock are
issued pursuant to this Plan.

     "Common Stock Agreement" means an agreement executed by a Common
Stockholder and the Company as contemplated by Section 5, below, which imposes
on the shares of Common Stock held by the Common Stockholder such restrictions
as the Board or Committee deem appropriate.

     "Stock Option" or "Non-Qualified Stock Option" or "NQSO" shall mean a
stock option granted pursuant to the terms of the Plan.

     "Stock Option Agreement" shall mean the agreement between the Company and
the Optionee under which the Optionee may purchase Common Shares hereunder.

3.     Administration of the Plan

     3.1     The Committee shall administer the Plan and accordingly, it shall
have full power to grant Stock Options and Common Stock, construe and
interpret the Plan, establish rules and regulations and perform all other
acts, including the delegation of administrative responsibilities, it believes
reasonable and proper.

     3.2     The determination of those eligible to receive Stock Options and
Common Stock, and the amount, type and timing of each grant and the terms and
conditions of the respective Stock Option Agreements and Common Stock
Agreements shall rest in the sole discretion of the Committee, subject to the
provisions of the Plan.

     3.3     The Committee may cancel any Stock Options awarded under the Plan
if an Optionee conducts himself in a manner which the Committee determines to
be inimical to the best interest of the Company, as set forth more fully in
paragraph 8 of Article 11 of the Plan.

     3.4     The Board, or the Committee, may correct any defect, supply any
omission or reconcile any inconsistency in the Plan, or in any granted Stock
Option, in the manner and to the extent it shall deem necessary to carry it
into effect.

     3.5     Any decision made, or action taken, by the Committee or the Board
arising out of or in connection with the interpretation and administration of
the Plan shall be final and conclusive.

     3.6     Meetings of the Committee shall be held at such times and places
as shall be determined by the Committee.  A majority of the members of the
Committee shall constitute a quorum for the transaction of business, and the
vote of a majority of those members present at any meeting shall decide any

<PAGE>

question brought before that meeting.  In addition, the Committee may take any
action otherwise proper under the Plan by the affirmative vote, taken without
a meeting, of a majority of its members.

     3.7     No member of the Committee shall be liable for any act or
omission of any other member of the Committee or for any act or omission on
his own part, including, but not limited to, the exercise of any power or
discretion given to him under the Plan, except those resulting from his own
gross negligence or willful misconduct.

     3.8     The Company, through its management, shall supply full and timely
information to the Committee on all matters relating to the eligibility of
Optionees, their duties and performance, and current information on any
Optionee's death, retirement, disability or other termination of association
with the Company, and such other pertinent information as the Committee may
require.  The Company shall furnish the Committee with such clerical and other
assistance as is necessary in the performance of its duties hereunder.

4.     Shares Subject to the Plan

     4.1     The total number of shares of the Company available for grants of
Stock Options and Common Stock under the Plan shall be 2,000,000 Common
Shares, subject to adjustment in accordance with Article 7 of the Plan, which
shares may be either authorized but unissued or reacquired Common Shares of
the Company.

     4.2     If a Stock Option or portion thereof shall expire or terminate
for any reason without having been exercised in full, the unpurchased shares
covered by such NQSO shall be available for future grants of Stock Options.

5.     Award Of Common Stock

     5.1     The Board or Committee from time to time, in its absolute
discretion, may (a) award Common Stock to employees of, consultants to,
officers and directors of the Company, and such other persons as the Board or
Committee may select, and (b) permit Holders of Options to exercise such
Options prior to full vesting therein and hold the Common Shares issued upon
exercise of the Option as Common Stock.  In either such event, the owner of
such Common Stock shall hold such stock subject to such vesting schedule as
the Board or Committee may impose or such vesting schedule to which the Option
was subject, as determined in the discretion of the Board or Committee.

     5.2     Common Stock shall be issued only pursuant to a Common Stock
Agreement, which shall be executed by the Common Stockholder and the Company
and which shall contain such terms and conditions as the Board or Committee
shall determine consistent with this Plan, including such restrictions on
transfer as are imposed by the Common Stock Agreement.

     5.3     Upon delivery of the shares of Common Stock to the Common
Stockholder, below, the Common Stockholder shall have, unless otherwise
provided by the Board or Committee, all the rights of a stockholder with

<PAGE>


respect to said shares, subject to the restrictions in the Common Stock
Agreement, including the right to receive all dividends and other
distributions paid or made with respect to the Common Stock.

     5.4     Notwithstanding anything in this Plan or any Common Stock
Agreement to the contrary, no Common Stockholders may sell or otherwise
transfer, whether or not for value, any of the Common Stock prior to the date
on which the Common Stockholder is vested therein.

     5.5     All shares of Common Stock issued under this Plan (including any
shares of Common Stock and other securities issued with respect to the shares
of Common Stock as a result of stock dividends, stock splits or similar
changes in the capital structure of the Company) shall be subject to such
restrictions as the Board or Committee shall provide, which restrictions may
include, without limitation, restrictions concerning voting rights,
transferability of the Common Stock and restrictions based on duration of
employment with the Company, Company performance and individual performance;
provided that the Board or Committee may, on such terms and conditions as it
may determine to be appropriate, remove any or all of such restrictions.
Common Stock may not be sold or encumbered until all applicable restrictions
have terminated or expire.  The restrictions, if any, imposed by the Board or
Committee of the Board under this Section 5 need not be identical for all
Common Stock and the imposition of any restrictions with respect to any Common
Stock shall not require the imposition of the same or any other restrictions
with respect to any other Common Stock.

     5.6     Each Common Stock Agreement shall provide that the Company shall
have the right to repurchase from the Common Stockholder the unvested Common
Stock upon a termination of employment, termination of directorship or
termination of a consultancy arrangement, as applicable, at a cash price per
share equal to the purchase price paid by the Common Stockholder for such
Common Stock.

     5.7     In the discretion of the Board or Committee, the Common Stock
Agreement may provide that the Company shall have the right of first refusal
with respect to the Common Stock and a right to repurchase the vested Common
Stock upon a termination of the Common Stockholder's employment with the
Company, the termination of the Common Stockholder's consulting arrangement
with the Company, the termination of the Common Stockholder's service on the
Company's Board, or such other events as the Board or Committee may deem
appropriate.

     5.8     The Board or Committee shall cause a legend or legends to be
placed on certificates representing shares of Common Stock that are subject to
restrictions under Common Stock Agreements, which legend or legends shall make
appropriate reference to the applicable restrictions.

6.     Stock Option Terms and Conditions

     6.1     Consistent with the Plan's purpose, Stock Options may be granted
to officers, employees, consultants and directors of the Company or other
persons who are performing or who have been engaged to perform services of
special importance to the management, operation or development of the Company.

<PAGE>

     6.2     All Stock Options granted under the Plan shall be evidenced by
agreements which shall be subject to applicable provisions of the Plan, and
such other provisions as the Committee may adopt, including the provisions set
forth in paragraphs 2 through 11 of this Section 6.

     6.3     All Stock Options granted hereunder must be granted within ten
years from the earlier of the date of this Plan is adopted or approved by the
Company's shareholders.

     6.4     No Stock Option granted to any employee or 10% Shareholder shall
be exercisable after the expiration of ten years from the date such NQSO is
granted.  The Committee, in its discretion, may provide that an Option shall
be exercisable during such ten year period or during any lesser period of
time.

          The Committee may establish installment exercise terms for a Stock
Option such that the NQSO becomes fully exercisable in a series of cumulating
portions.  If an Optionee shall not, in any given installment period, purchase
all the Common Shares which such Optionee is entitled to purchase within such
installment period, such Optionee's right to purchase any Common Shares not
purchased in such installment period shall continue until the expiration or
sooner termination of such NQSO.  The Committee may also accelerate the
exercise of any NQSO.  However, no NQSO, or any portion thereof, may be
exercisable until thirty (30) days following date of grant ("30-Day Holding
Period.").

     6.5     A Stock Option, or portion thereof, shall be exercised by
delivery of (i)  a written notice of exercise to the Company specifying the
number of common shares to be purchased, and (ii)  payment of the full price
of such Common Shares, as fully set forth in paragraph 6 of this Section 6.

          No NQSO or installment thereof shall be exercisable except with
respect to whole shares, and fractional share interests shall be disregarded.
Not less than 100 Common Shares may be purchased at one time unless the number
purchased is the total number at the time available for purchase under the
NQSO.  Until the Common Shares represented by an exercised NQSO are issued to
an Optionee, he shall have none of the rights of a shareholder.

     6.6     The exercise price of a Stock Option, or portion thereof, may be
paid:

             A.     In United States dollars, in cash or by cashier's check,
certified check, bank draft or money order, payable to the order of the
Company in an amount equal to the option price;  or

             B.     At the discretion of the Committee, through the delivery
of fully paid and nonassessable Common Shares, with an aggregate Fair Market
Value on the date the NQSO is exercised equal to the option price, provided
such tendered Common Shares have been owned by the Optionee for at least one
year prior to such exercise; or

             C.     By a combination of both A and B above.

<PAGE>

          The Committee shall determine acceptable methods for tendering
Common Shares as payment upon exercise of a Stock Option and may impose such
limitations and prohibitions on the use of Common Shares to exercise an NQSO
as it deems appropriate.

     6.7     With the Optionee's consent, the Committee may cancel any Stock
Option issued under this Plan and issue a new NQSO to such Optionee.

     6.8     Except by will or the laws of descent and distribution, no right
or interest in any Stock Option granted under the Plan shall be assignable or
transferable, and no right or interest of any Optionee shall be liable for, or
subject to, any lien, obligation or liability of the Optionee.  Stock Options
shall be exercisable during the Optionee's lifetime only by the Optionee or
the duly appointed legal representative of an incompetent Optionee.

     6.9     If the Optionee shall die while associated with the Company or
within three months after termination of such association, the personal
representative or administrator of the Optionee's estate or the person(s) to
whom an NQSO granted hereunder shall have been validly transferred by such
personal representative or administrator pursuant to the Optionee's will or
the laws of descent and distribution, shall have the right to exercise the
NQSO for one year after the date of the Optionee's death, to the extent (i)
such NQSO was exercisable on the date of such termination of employment by
death, and (ii) such NQSO was not exercised, and (iii)  the exercise period
may not be extended beyond the expiration of the term of the Option.

          No transfer of a Stock Option by the will of an Optionee or by the
laws of descent and distribution shall be effective to bind the Company unless
the Company shall have been furnished with written notice thereof and an
authenticated copy of the will and/or such other evidence as the Committee may
deem necessary to establish the validity of the transfer and the acceptance by
the transferee or transferee of the terms and conditions by such Stock Option.

          In the event of death following termination of the Optionee's
association with the Company while any portion of an NQSO remains exercisable,
the Committee, in its discretion, may provide for an extension of the exercise
period of up to one year after the Optionee's death but not beyond the
expiration of the term of the Stock Option.

     6.10     Any Optionee who disposes of Common Shares acquired on the
exercise of a NQSO by sale or exchange either (i) within two years after the
date of the grant of the NQSO under which the stock was acquired, or (ii)
within one year after the acquisition of such Shares, shall notify the Company
of such disposition and of the amount realized upon such disposition.  The
transfer of Common Shares may also be made under applicable provisions of the
Securities Act of 1933, as amended.

7.     Adjustments or Changes in Capitalization

     7.1     In the event that the outstanding Common Shares of the Company
are hereafter changed into or exchanged for a different number or kind of
shares or other securities of the Company by reason of merger, consolidation,
other reorganization, recapitalization, reclassification, combination of
shares, stock split-up or stock dividend:

<PAGE>

             A.     Prompt, proportionate, equitable, lawful and adequate
adjustment shall be made of the aggregate number and kind of shares subject to
Stock Options which may be granted under the Plan, such that the Optionee
shall have the right to purchase such Common Shares as may be issued in
exchange for the Common Shares purchasable on exercise of the NQSO had such
merger, consolidation, other reorganization, recapitalization,
reclassification, combination of shares, stock split-up or stock dividend not
taken place;

             B.     Rights under unexercised Stock Options or portions thereof
granted prior to any such change, both as to the number or kind of shares and
the exercise price per share, shall be adjusted appropriately, provided that
such adjustments shall be made without change in the total exercise price
applicable to the unexercised portion of such NQSO's but by an adjustment in
the price for each share covered by such NQSO's;  or

             C.     Upon any dissolution or liquidation of the Company or any
merger or combination in which the Company is not a surviving corporation,
each outstanding Stock Option granted hereunder shall terminate, but the
Optionee shall have the right, immediately prior to such dissolution,
liquidation, merger or combination, to exercise his NQSO in whole or in part,
to the extent that it shall not have been exercised, without regard to any
installment exercise provisions in such NQSO.

     7.2     The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely by the Committee, whose
determination as to what adjustments shall be made and the extent thereof,
shall be final, binding and conclusive.  No fractional Shares shall be issued
under the Plan on account of any such adjustments.

8.     Merger, Consolidation or Tender Offer

     8.1     If the Company shall be a party to a binding agreement to any
merger, consolidation or reorganization or sale of substantially all the
assets of the Company, each outstanding Stock Option shall pertain and apply
to the securities and/or property which a shareholder of the number of Common
Shares of the Company subject to the NQSO would be entitled to receive
pursuant to such merger, consolidation or reorganization or sale of assets.

     8.2     In the event that:

             A.     Any person other than the Company shall acquire more than
20% of the Common Shares of the Company through a tender offer, exchange offer
or otherwise;

             B.     A change in the "control" of the Company occurs, as such
term is defined in Rule 405 under the Securities Act of 1933;

             C.     There shall be a sale of all or substantially all of the
assets of the Company;

any then outstanding Stock Option held by an Optionee, who is deemed by the
Committee to be a statutory officer ("Insider") for purposes of Section 16 of
the Securities Exchange Act of 1934 shall be entitled to receive, subject to

<PAGE>

any action by the Committee revoking such an entitlement as provided for
below, in lieu of exercise of such Stock Option, to the extent that it is then
exercisable, a cash payment in an amount equal to the difference between the
aggregate exercise price of such NQSO, or portion thereof, and, (i)  in the
event of an offer or similar event, the final offer price per share paid for
Common Shares, or such lower price as the Committee may determine to conform
an option to preserve its Stock Option status, times the number of Common
Shares covered by the NQSO or portion thereof, or (ii)  in the case of an
event covered by B or C above, the aggregate Fair Market Value of the Common
Shares covered by the Stock Option, as determined by the Committee at such
time.

     8.3     Any payment which the Company is required to make pursuant to
paragraph 8.2 of this Section 8 shall be made within 15 business days,
following the event which results in the Optionee's right to such payment.  In
the event of a tender offer in which fewer than all the shares which are
validly tendered in compliance with such offer are purchased or exchanged,
then only that portion of the shares covered by an NQSO as results from
multiplying such shares by a fraction, the numerator of which is the number of
Common Shares acquired pursuant to the offer and the denominator of which is
the number of Common Shares tendered in compliance with such offer shall be
used to determine the payment thereupon.  To the extent that all or any
portion of a Stock Option shall be affected by this provision, all or such
portion of the NQSO shall be terminated.

     8.4     Notwithstanding paragraphs 8.1 and 8.3 of this Section 8, the
Committee may, by unanimous vote and resolution, unilaterally revoke the
benefits of the above provisions;  provided, however, that such vote is taken
no later than ten business days following public announcement of the intent of
an offer or the change of control, whichever occurs earlier.

9.     Amendment and Termination of Plan

     9.1     The Board may at any time, and from time to time, suspend or
terminate the Plan in whole or in part or amend it from time to time in such
respects as the Board may deem appropriate and in the best interest of the
Company.

     9.2     No amendment, suspension or termination of this Plan shall,
without the Optionee's consent, alter or impair any of the rights or
obligations under any Stock Option theretofore granted to him under the Plan.

     9.3     The Board may amend the Plan, subject to the limitations cited
above, in such manner as it deems necessary to permit the granting of Stock
Options  meeting the requirements of future amendments or issued regulations,
if any, to the  Code.

     9.4     No NQSO may be granted during any suspension of the Plan or after
termination of the Plan.

10.     Government and Other Regulations

     10.1     The obligation of the Company to issue, transfer and deliver
Common Shares for Stock Options exercised under the Plan shall be subject to
all applicable laws, regulations, rules, orders and approval which shall then

<PAGE>

be in effect and required by the relevant stock exchanges on which the Common
Shares are traded and by government entities as set forth below or as the
Committee in its sole discretion shall deem necessary or advisable.
Specifically, in connection with the Securities Act of 1933, as amended, upon
exercise of any Stock Option, the Company shall not be required to issue
Common Shares unless the Committee has received evidence satisfactory to it to
the effect that the Optionee will not transfer such shares except pursuant to
a registration statement in effect under such Act or unless an opinion of
counsel satisfactory to the Company has been received by the Company to the
effect that such registration is not required.  Any determination in this
connection by the Committee shall be final, binding and conclusive.  The
Company may, but shall in no event be obligated to, take any other affirmative
action in order to cause the exercise of a Stock Option or the issuance of
Common Shares pursuant thereto to comply with any law or regulation of any
government authority.

11.     Miscellaneous Provisions

     11.1     No person shall have any claim or right to be granted a Stock
Option or Common Stock under the Plan, and the grant of an NQSO or Common
Stock under the Plan shall not be construed as giving an Optionee or Common
Stockholder the right to be retained by the Company.  Furthermore, the Company
expressly reserves the right at any time to terminate its relationship with an
Optionee with or without cause, free from any liability, or any claim under
the Plan, except as provided herein, in an option agreement, or in any
agreement between the Company and the Optionee.

     11.2     Any expenses of administering this Plan shall be borne by the
Company.

     11.3     The payment received from Optionee from the exercise of Stock
Options under the Plan shall be used for the general corporate purposes of the
Company.

     11.4     The validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and rights relating to
the Plan, shall be determined solely in accordance with the laws of the State
of Delaware.

     11.5     Without amending the Plan, grants may be made to persons who are
foreign nationals or employed outside the United States, or both, on such
terms and conditions, consistent with the Plan's purpose, different from those
specified in the Plan as may, in the judgment of the Committee, be necessary
or desirable to create equitable opportunities given differences in tax laws
in other countries.

     11.6     In addition to such other rights of indemnification as they may
have as members of the Board or the Committee, the members of the Committee
shall be indemnified by the Company against all costs and expenses reasonably
incurred by them in connection with any action, suit or proceeding to which
they or any of them may be party by reason of any action taken or failure to
act under or in connection with the Plan or any Stock Option granted
thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except a judgment based upon a finding of bad faith;


<PAGE>

provided that upon the institution of any such action, suit or proceeding a
Committee member shall, in writing, give the Company notice thereof and an
opportunity, at its own expense, to handle and defend the same, with counsel
acceptable to the Optionee,  before such Committee member undertakes to handle
and defend it on his own behalf.

     11.7     Stock Options may be granted under this Plan from time to time,
in substitution for stock options held by employees of other corporations who
are about to become employees of the Company as the result of a merger or
consolidation of the employing corporation with the Company or the acquisition
by the Company of the assets of the employing corporation or the acquisition
by the Company of stock of the employing corporation as a result of which it
becomes a subsidiary of the Company.  The terms and conditions of such
substitute stock options so granted may vary from the terms and conditions set
forth in this Plan to such extent as the Board of Directors of the Company at
the time of grant may deem appropriate to conform, in whole or in part, to the
provisions of the stock options in substitution for which they are granted,
but no such variations shall be such as to affect the status of any such
substitute stock options as a stock option under Section 422A of the Code.

     11.8     Notwithstanding anything to the contrary in the Plan, if the
Committee finds by a majority vote, after full consideration of the facts
presented on behalf of both the Company and the Optionee, that the Optionee
has been engaged in fraud, embezzlement, theft, insider trading in the
Company's stock, commission of a felony or proven dishonesty in the course of
his association with the Company or any subsidiary corporation which damaged
the Company or any subsidiary corporation, or for disclosing trade secrets of
the Company or any subsidiary corporation, the Optionee shall forfeit all
unexercised Stock Options and all exercised NQSO's under which the Company has
not yet delivered the certificates and which have been earlier granted to the
Optionee by the Committee.  The decision of the Committee as to the cause of
an Optionee's discharge and the damage done to the Company shall be final.  No
decision of the Committee, however, shall affect the finality of the discharge
of such Optionee by the Company or any subsidiary corporation in any manner.

12.     Written Agreement

     12.1     Each Stock Option granted hereunder shall be embodied in a
written Stock Option Agreement which shall be subject to the terms and
conditions prescribed above and shall be signed by the Optionee and by the
President or any Vice President of the Company, for and in the name and on
behalf of the Company.  Such Stock Option Agreement shall contain such other
provisions as the Committee, in its discretion shall deem advisable.

<PAGE>


Number of Shares:__________                        Date of Grant:____________

           FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT


     AGREEMENT made this_____________ day of______________200__, between
____________________________(the "Optionee"), and DataLogic International,
Inc. (the "Company").

     1.   Grant of Option

          The Company, pursuant to the provisions of the 2004 Non-Qualified
Stock & Stock Option Plan (the "Plan"), adopted by the Board of Directors on
August __, 2004, the Company hereby grants to the Optionee, subject to the
terms and conditions set forth or incorporated herein, an option to purchase
from the Company all or any part of an aggregate of            shares of its
$.001 par value common stock, as such common stock is now constituted, at the
purchase price of $      per share.  The provisions of the Plan governing the
terms and conditions of the Option granted hereby are incorporated in full
herein by reference.

     2.   Exercise

          The Option evidenced hereby shall be exercisable in whole or in part
on or after            and on or before                     , provided that
the cumulative number of shares of common stock as to which this Option may be
exercised (except in the event of death, retirement, or permanent and total
disability, as provided in paragraph 6.9 of the Plan) shall not exceed the
following amounts:

          Cumulative Number              Prior to Date
          of Shares                      (Note Inclusive of)
          _________________              ____________________




The Option evidenced hereby shall be exercisable by the delivery to and
receipt by the Company of (i)  written notice of election to exercise, in the
form set forth in Attachment B hereto, specifying the number of shares to be
purchased;  (ii)  accompanied by payment of the full purchase price thereof in
cash or certified check payable to the order of the Company, or by fully paid
and nonassessable common stock of the Company properly endorsed over to the
Company, or by a combination thereof, and  (iii)  by return of this Stock
Option Agreement for endorsement of exercise by the Company on Schedule I
hereof.  In the event fully paid and nonassessable common stock is submitted
as whole or partial payment for shares to be purchased hereunder, such common
stock will be valued at their Fair Market Value (as defined in the Plan) on
the date such shares received by the Company are applied to payment of the
exercise price.

     3.   Transferability

          The Option evidenced hereby is not assignable or transferable by the
Optionee other than by the Optionee's will or by the laws of descent and
distribution, as provided in paragraph 6.9 of the Plan.  The Option shall be
exercisable only by the Optionee during his lifetime.

                              DataLogic International, Inc.



                              By:
                              Name:
ATTEST:                       Title:



____________________________
Secretary

     Optionee hereby acknowledges receipt of a copy of the Plan, attached
hereto and accepts this Option subject to each and every term and provision of
such Plan.  Optionee hereby agrees to accept as binding, conclusive and final,
all decisions or interpretations of the Board of Directors administering the
Plan on any questions arising under such Plan.  Optionee recognizes that if
Optionee's employment with the Company or any subsidiary thereof shall be
terminated without cause, or by the Optionee, prior to completion or
satisfactory performance by Optionee (except as otherwise provided in
paragraph 6 of the Plan) all of the Optionee's rights hereunder shall
thereupon terminate; and that, pursuant to paragraph 6 of the Plan, this
Option may not be exercised while there is outstanding to Optionee any
unexercised Stock Option granted to Optionee before the date of grant of this
Option.

Dated:____________________
                              _______________________________________________
                              Optionee


                              _______________________________________________
                              Print Name



                              _______________________________________________
                              Address


                              ________________________________________________
                              Social Security No.

<PAGE>

ATTACHMENT B

                        NOTICE OF EXERCISE



To:     DataLogic International, Inc.

      (1) The undersigned hereby elects to purchase ________ shares of Common
Shares (the "Common Shares"), of DataLogic International, Inc. pursuant to the
terms of the attached Non-Qualified Stock Option Agreement, and tenders
herewith payment of the exercise price in full, together with all applicable
transfer taxes, if any.

      (2) Please issue a certificate or certificates representing said shares
of Common Shares in the name of the undersigned or in such other name as is
specified below:

               _______________________________
               (Name)

               _______________________________
               (Address)
               _______________________________




Dated:


                                   ______________________________
                                   Signature


<PAGE>


Optionee:______________________________  Date of Grant:_____________________



                            SCHEDULE I

==============================================================================
                                            UNEXERCISED      ISSUING
              SHARES         PAYMENT        SHARES           OFFICER
 DATE         PURCHASED      RECEIVED       REMAINING        INITIALS
------------------------------------------------------------------------------
           |             |              |                |
------------------------------------------------------------------------------
           |             |              |                |
------------------------------------------------------------------------------
           |             |              |                |
------------------------------------------------------------------------------
           |             |              |                |
------------------------------------------------------------------------------
           |             |              |                |
==============================================================================