<PAGE>

                        BEI MEDICAL SYSTEMS COMPANY, INC.
                           1992 RESTRICTED STOCK PLAN
                    AS AMENDED AND RESTATED ON APRIL 24, 2001


1.    PURPOSE.

      The purpose of this Plan is to promote the long-term growth and
profitability of the Company and the value of its Common Stock by (i) providing
certain individuals who provide services to the Company with increased incentive
to contribute to the success of the Company and (ii) enabling the Company to
attract, retain and reward persons of exceptional skill for positions of
substantial responsibility.

2.    DEFINITIONS.

      Whenever used herein, the following terms shall have the meanings set
forth below:

      (A)   "Board" or "Board of Directors" means the Board of Directors of BEI
            Medical Systems Company, Inc.

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

      (C)   "Committee" means the Compensation Committee designated by the Board
            which shall consist of two (2) or more members of the Board who
            shall, in the discretion of the Board, consist solely of two (2) or
            more Outside Directors, in accordance with Section 162(m) of the
            Code, and/or solely of two (2) or more Non-Employee Directors, in
            accordance with Rule 16b-3.

      (D)   "Common Stock" shall mean the Common Stock, $.001 par value, of BEI
            Medical Systems Company, Inc.

      (E)   "Company" means BEI Medical Systems Company, Inc. and/or its
            Subsidiaries.

      (F)   "Disability" means a permanent and total disability as defined in
            the BEI Long-term Disability Plan or, if designated by the Committee
            with respect to a grant under the Plan, Section 22(e)(3) of the
            Code.

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

      (H)   "Fair Market Value" means the closing price of the Common Stock as
            reported on the Nasdaq National Market (or other securities
            exchange) for the date in question, or if no sales of the Common
            Stock were reported on such day, the closing price of the Common
            Stock on the last preceding day when the sale of Common Stock was
            reported on the Nasdaq National Market.

      (I)   "Non-Employee Director" means a member of the Board who either (i)
            is not a current employee or officer of the Company or any
            "affiliate," does not receive compensation (directly or indirectly)
            from the Company or any "affiliate" for

                                       1.
<PAGE>

            services rendered as a consultant or in any capacity other than as a
            member of the Board (except for an amount as to which disclosure
            would not be required under Item 404(a) of Regulation S-K
            promulgated pursuant to the Securities Act of 1933, as amended
            ("Regulation S-K"), does not possess an interest in any other
            transaction as to which disclosure would be required under Item
            404(a) of Regulation S-K, and is not engaged in a business
            relationship as to which disclosure would be required under Item
            404(b) of Regulation S-K; or (ii) is otherwise considered a
            "non-employee director" for purposes of Rule 16b-3.

      (J)   "Outside Director" means a member of the Board who either (i) is not
            a current employee of the Company or an "affiliated corporation"
            (within the meaning of Treasury regulations promulgated under
            Section 162(m) of the Code), is not a former employee of the Company
            or an "affiliated corporation" receiving compensation for prior
            services (other than benefits under a tax qualified pension plan),
            was not an officer of the Company or an "affiliated corporation" at
            any time, and is not currently receiving direct or indirect
            remuneration from the Company or an "affiliated corporation" for
            services in any capacity other than as a member of the Board, or
            (ii) is otherwise considered an "outside director" for purposes of
            Section 162(m) of the Code.

      (K)   "Participant" means an individual to whom Restricted Stock is
            granted under the Plan.

      (L)   "Restricted Stock" means Common Stock granted to a Participant
            pursuant to section 6 of the Plan.

      (M)   "Retirement" means termination of Participant's employment with a
            Company: (i) after Participant has reached 65 years of age, and (ii)
            after Participant has ten or more years of service with the
            Companies.

      (N)   "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor
            to Rule 16b-3 in effect when discretion is being exercised with
            respect to the Plan.

      (O)   "Subsidiary" means a corporation, 50% or more of whose voting
            securities are owned by the Company.

3.    ADMINISTRATION.

      The Plan shall be administered by the Committee. Subject to the provisions
of the Plan, the Committee is authorized to (i) select Participants, (ii)
determine the form and substance of grants made under the Plan to each
Participant, and the conditions and restrictions, if any, subject to which such
grants will be made, (iii) interpret the Plan and (iv) adopt, amend, or rescind
such rules and regulations for carrying out the Plan as it may deem appropriate.
Decisions of the Committee on all matters relating to the Plan shall be in the
Committee's sole discretion and shall be conclusive and binding on all parties,
including the Company, its stockholders and the Participants in the Plan. The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.

                                       2.
<PAGE>

4.    SHARES AVAILABLE FOR THE PLAN.

      Subject to adjustments as provided in section 12 of the Plan, up to an
aggregate of 900,000 shares of Common Stock may be issued pursuant to the Plan.
Such reserve is comprised of (i) 350,000 shares reserved for issuance upon
adoption of the Plan plus (ii) an additional 350,000 shares approved by the
Committee in January 1997 and (iii) 200,000 shares approved by the Board in
January 1999. Shares issued under the Plan may be authorized but unissued
shares, shares held in the treasury of the Company, or shares purchased on the
open market. To the extent any grant under the Plan expires, terminates
unexercised, becomes unexercisable or is forfeited, such shares shall thereafter
be available for further grants under the Plan.

5.    PARTICIPATION.

      Participation in the Plan shall be limited to those officers, directors,
other employees and consultants of the Company who are believed by the Committee
to be in a position to make substantial contribution to the success of the
Company. Nothing in the Plan or in any grant thereunder shall confer any right
on any employee, director or consultant to continue in the employ or service of
the Company or shall interfere in any way with the right of the Company to
terminate an employee, director or consultant at any time.

      Subject to the provisions of section 12 relating to adjustments upon
changes in stock, no person shall be eligible to receive more than one hundred
twenty thousand (120,000) shares of Restricted Stock in any fiscal year.

6.    RESTRICTED STOCK.

      The Committee may at any time and from time to time grant shares of
Restricted Stock under the Plan to such Participants and in such amounts as it
determines. Each grant of Restricted Stock under the Plan shall be evidenced by
a restricted stock agreement which shall contain such terms and conditions not
inconsistent with the Plan as the Committee shall determine; PROVIDED, HOWEVER,
that each grant of Restricted Stock shall satisfy the following requirements:

      (A)   Shares of Restricted Stock may be granted as a bonus and issued for
            no consideration other than services rendered, or may be sold to a
            Participant at such price and for such consideration as may be
            determined by the Committee, provided, however, that the Company
            shall receive the minimum amount required for such shares to be
            fully paid, nonassessable shares under Delaware law.

      (B)   The Committee shall determine and specify for each grant of
            Restricted Stock the restrictions applicable thereto, the duration
            of such restrictions, and the time or times at which such
            restrictions shall lapse with respect to all or a specified number
            of shares that are part of the grant. The Committee may elect to
            accelerate vesting.

      (C)   The Committee may require, at its discretion, that Participants
            surrender for cancellation any outstanding stock options granted to
            such Participants pursuant to the Company's stock option plans.

                                       3.
<PAGE>

      (D)   The Participant shall be required to deposit the shares of
            Restricted Stock with the Company during the restriction period and
            to execute a blank stock power therefor.

      (E)   The Participant shall, during the restriction period, have all of
            the rights of a stockholder of the Company, including the right to
            vote the shares and to receive dividends (or amounts equivalent to
            dividends), unless the Committee shall otherwise determine.

      (F)   Upon termination of a Participant's employment during the
            restriction period, all shares of Restricted Stock as to which
            restrictions have not lapsed shall be forfeited; provided, however,
            that no shares of Restricted Stock shall be forfeited upon
            termination of employment due to Retirement, Disability or death. In
            any such event, any remaining restriction period shall terminate for
            all Restricted Stock of the retired, disabled or deceased
            Participant, as the case may be. In the event that a Participant
            forfeits any shares of Restricted Stock, the Company shall reacquire
            such shares and shall pay to the Participant an amount equal to the
            amount, if any, paid by the Participant for such shares.

7.    CHANGE IN CONTROL.

      In the event of a Change in Control, any remaining restrictions on all
shares of Restricted Stock shall immediately terminate and the Committee, as
constituted before such Change in Control, may take any one or more of the
following actions: (i) provide for the purchase of such Restricted Stock by the
Company, upon a Participant's request in an amount equal to such stock's Fair
Market Value; (ii) make additional grants of Restricted Stock as the Committee
deems appropriate to reflect such Change in Control; or (iii) cause any grant to
be assumed by the acquiring or surviving corporation upon such Change in
Control. The Committee may, in its discretion, include such further provisions
and limitations in any agreement pertaining to such grants as it may deem
equitable and in the best interests of the Company.

      For purposes of the Plan, "Change in Control" shall be deemed to have
occurred if (a) any entity, person or Group (other than the Company or a
Subsidiary) acquires shares of Common Stock in a transaction or in a series of
transactions that result in such entity, person or Group directly or indirectly
owning beneficially more than fifty percent (50%) of the outstanding shares of
Common Stock; (b) there is a merger or consolidation of the Company with or into
any other corporation or other entity or person, or any other corporate
reorganization, in which the stockholders of the Company immediately prior to
such merger, consolidation or reorganization own less than fifty percent (50%)
of the Company's voting power immediately after such merger, consolidation or
reorganization (c) there is a sale, lease or other disposition of all or
substantially all of the assets of the Company; (d) there is a contested
election of directors of the Company which results in a majority of the members
of the Board recommended by the Company not being elected (e) there is a change
in composition within a sixty (60) day period of a majority of the Company's
Board of Directors; or (f) there is any other event or series of events which
results in a change in voting power sufficient to elect a majority of the Board.
Notwithstanding the foregoing, in no event shall (a) the dividend to be paid to
shareholders of the Company on the record date for such dividend of one share of
the Common Stock of BEI

                                       4.
<PAGE>

Technologies, Inc. for each share of Common Stock of the Company then owned by
each such shareholder, (b) any transfer of assets of the Company in connection
with such dividend, or (c) a change in the composition of the Board of Directors
of the Company in connection with such dividend constitute a "Change in Control"
for any purpose under the Plan.

      A "Group" shall consist of two or more persons acting as a partnership,
limited partnership, syndicated, or other group for the purpose of acquiring,
holding or disposing of voting securities of the Company.

8.    WITHHOLDING TAXES.

      The Company may require, as a condition to any grant under the Plan or to
the delivery of certificates for Common Stock issued thereunder, that the
Participant pay to the Company, in cash, any federal, state or local taxes of
any kind required by law to be withheld with respect to any grant or any
delivery of Common Stock. The Company, to the extent permitted or required by
law, shall have the right to deduct from any payment of any kind (including
salary or bonus) otherwise due to a Participant any federal, state or local
taxes of any kind required by law or be withheld with respect to any grant or to
the delivery of Common Stock under the Plan.

      Subject to Committee approval, a Participant may elect to deliver shares
of Common Stock (or have the Company withhold shares of Restricted Stock) to
satisfy, in whole or in part, the amount the Company is required to withhold for
taxes in connection with a grant or a delivery of Common Stock under the Plan.
Such election must be made on or before the date the amount of tax is to be
withheld is determined and, if applicable, subject to rules and regulations
under Section 16(b) of the Exchange Act. Once made, the election shall be
irrevocable. The fair market value of the shares to be withheld or delivered
will be the Fair Market Value on the date last preceding the date the amount of
tax to be withheld is determined.

9.    TRANSFERABILITY.

      No Restricted Stock granted under the Plan shall be transferable other
than by will or the laws of descent and distribution during the restriction
period.

10.   LISTING AND REGISTRATION.

      If the Committee determines that the listing, registration, or
qualification upon any securities exchange or under any law of shares subject to
any Restricted Stock grant is necessary or desirable as a condition of, or in
connection with, the granting of same or the issue or purchase of shares
thereunder, no such shares shall be issued unless such listing, registration or
qualification is effected free of any conditions not acceptable to the
Committee.

                                       5.
<PAGE>

11.   TRANSFERS.

      Transfer of a Participant from the Company to a Subsidiary, from a
Subsidiary to the Company, and from one Subsidiary to another shall not be
considered a termination of employment or service. Nor shall it be considered a
termination of employment or service if a Participant is placed on military or
sick leave or such other leave of absence which is considered as continuing
intact the employment or service relationship; in such a case, the employment or
service relationship shall be continued until the date when the Participant's
employment or service shall be terminated.

12.   ADJUSTMENTS.

      In the event of any change affecting shares of Common Stock by reason of
any reorganization, recapitalization, stock split, stock dividend, combination
or exchange of shares, merger, consolidation, spin-off, or any other change in
the corporate structure of BEI Medical Systems Company, Inc. or the Common
Stock, the Committee shall make such substitution or adjustment as appropriate
in the number and kind of shares reserved for issuance under the Plan and in the
number and kind of shares covered by grants made under the Plan.

13.   TERMINATION AND MODIFICATION OF PLAN.

      The Board of Directors, without further approval of the stockholders, may
amend, suspend or terminate the Plan, except that no amendment shall become
effective without prior approval of the stockholders of the Company if such
approval would be required for continued compliance with Rule 16b-3 or any
Nasdaq or securities exchange listing requirements.

      The Committee may amend or modify the grant of any outstanding Restricted
Stock in any manner to the extent that the Committee would have had the
authority to make such grant as so modified or amended, including without
limitation to change the date or dates as of which restrictions on shares are to
be removed, except that no modification may be made that would materially
adversely affect any grant previously made under the Plan without the written
approval of the Participant. The Committee is authorized to make minor or
administrative modifications to the Plan as well as modifications to the Plan
that may be dictated by requirements of federal or state laws applicable to the
Company or that may be authorized or made desirable by such laws.

14.   EFFECTIVE DATE.

      The Plan shall be effective as of January 1, 1992.


                                       6.
<PAGE>

                           RESTRICTED STOCK AGREEMENT

                        BEI MEDICAL SYSTEMS COMPANY, INC.

                                      WITH

                         ______________________, GRANTEE


      THIS AGREEMENT is made as of __________, 200__, between BEI MEDICAL
SYSTEMS COMPANY, INC., a Delaware corporation (the "Company"), and the Grantee
named above (the "Grantee").

                                   WITNESSETH:

      WHEREAS, the Grantee has provided valuable services to the Company;

      WHEREAS, the Company desires to issue, and the Grantee desires to receive,
shares of the Company's common stock as herein described, on the terms and
conditions set forth; and

      WHEREAS, the issuance of common stock hereunder is in connection with and
pursuant to the Plan, a compensatory benefit program of the Company for the
participation of its employees, directors, officers, consultants and advisors
and is intended to comply with the provisions of Rule 701 promulgated by the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act").

      NOW, THEREFORE, IT IS AGREED between the parties as follows:

15.   Pursuant to the Plan, the Company grants to the Grantee, and the Grantee
      accepts from the Company, the following rights to acquire the Company's
      common stock, $0.001 par value (the "Restricted Stock"):

      (A)   Number of shares of Restricted Stock subject to the award: ________
            shares (THE "AWARD")

      (B)   In the event that the Grantee's service with the Company or any
            Subsidiary (as defined in the Plan) ceases for any reason other than
            due to Retirement, Disability or death during the period of four (4)
            years from the date of this Agreement (the "Restriction Period"),
            all Restricted Stock constituting the Award as to which vesting has
            not occurred according to the schedule listed in paragraph 1(d)
            shall be forfeited.

      (C)   The Grantee agrees that the shares of the Restricted Stock
            constituting the Award shall be deposited with the Company during
            the Restriction Period, and the Grantee agrees to have executed a
            stock power in blank pertaining thereto, in the form set forth in
            Exhibit A attached hereto.


                                       7.
<PAGE>

      (D)   The forfeiture restriction of Section 1(b) above shall lapse on the
            following dates as to the below listed percentage of Restricted
            Shares constituting the Award:

             DATES1                          NO. OF SHARES

            __/__/0X+1                      25% of the Award
            __/__/0X+2                      Additional 25% of the Award
            __/__/0X+3                      Additional 25% of the Award
            __/__/0X+4                      Final 25% of the Award1

      (E)   Subject to the provisions of paragraph 1(c), during the Restriction
            Period, the Grantee shall have the rights of a stockholder of the
            Company, including the right to vote the shares and to receive
            dividends.

16.   Upon termination of the Grantee's service with the Company during the
      Restriction Period, all shares of Restricted Stock as to which the
      restrictions have not lapsed shall be forfeited, PROVIDED, HOWEVER, that
      no shares of Restricted Stock shall be forfeited upon termination of
      service due to Grantee's Retirement (as defined in the Plan), Disability
      (as defined by the Plan) or death. In the event of the Grantee's
      Retirement, Disability or death, any remaining Restriction Period shall
      terminate for all Restricted Stock constituting the Award and the Company
      shall deliver such Restricted Stock to or for the benefit of Grantee free
      of the restrictions. In the event that the Grantee forfeits any shares of
      Restricted Stock, the Company shall reacquire such shares and shall pay to
      the Grantee an amount equal to the amount, if any, paid by the Grantee for
      such shares.

17.   Upon lapse or relapse of the restrictions, the Grantee shall remit to the
      Company the amount of any federal, state or local taxes of any kind
      required by law to be withheld by the Company prior to delivery of the
      shares of Restricted Stock being released from the restrictions or may
      otherwise arrange to pay such taxes in accordance with the Plan. The
      Grantee is hereby advised that the acquisition, and lapsing of
      restrictions with respect to, the Restricted Stock may have adverse tax
      consequences to the Grantee which may be avoided or mitigated by filing an
      election under Section 83(b) of the Internal Revenue Code, as amended (the
      "Code"). Such election must be filed within thirty (30) days after the
      date of this Agreement. GRANTEE ACKNOWLEDGES THAT IT IS HIS OR HER OWN
      RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER
      CODE SECTION 83(B), EVEN IF GRANTEE REQUESTS THE COMPANY TO MAKE THE
      FILING ON HIS OR HER BEHALF.


------------------------
1     To the extent that, on any of such dates, the trading of the Restricted
      Stock by Grantee either (i) would result in liability to the Grantee under
      Rule 10b-5 as promulgated under the Securities Exchange Act of 1934, as
      amended (THE "EXCHANGE ACT"), or (ii) would be prohibited under the
      Company's trading window policy designed to prevent violations of Rule
      10b-5, then the lapse of the restriction to occur on such date shall be
      delayed until the first date on which the Grantee could trade the
      Restricted Stock without either incurring liability under Rule 10b-5 or
      violating the Company's insider trading window policy.


                                       8.
<PAGE>

18.   In the event of a Change in Control (as defined in the Plan) at the option
      of the Grantee, the Award shall become immediately released from all
      restrictions and a certificate or certificates representing the award
      shall be delivered to the Grantee.

19.   Grantee acknowledges that the Restricted Stock to be issued pursuant to
      this Agreement has not been registered under the Securities Act, and that
      such Restricted Stock is deemed to constitute "restricted securities"
      under Rule 701 and Rule 144 promulgated under the Securities Act. In this
      connection, Grantee warrants and represents to the Company that Grantee is
      holding such Restricted Stock for Grantee's own account and Grantee has no
      present intention of distributing or selling such Restricted Stock except
      as permitted under the Securities Act. Grantee further warrants and
      represents that Grantee has either (i) a preexisting personal or business
      relationship with the Company or any of its officers, directors or
      controlling persons, or (ii) the capacity to protect his or her own
      interests in connection with the receipt of the Restricted Stock by virtue
      of the business or financial expertise of any professional advisors to
      Grantee who are unaffiliated with and who are not compensated by the
      Company or any of its affiliates, directly or indirectly. Grantee further
      acknowledges that the exemption from registration under Rule 144 will not
      be available for at least two (2) years from the date of sale of the
      Restricted Stock, unless at least one (1) year from the date of sale (i) a
      public trading market then exists for the common stock of the Company,
      (ii) adequate information concerning the Company is then available to the
      public and (iii) other terms and conditions of Rule 144 are complied with;
      and that any sale of the Restricted Stock may be made only in limited
      amounts in accordance with such terms and conditions. The Grantee further
      acknowledges that exemption from registration under Rule 701 will not be
      available until ninety (90) days after the Company becomes subject to the
      reporting requirements of Section 13 or 15(d) of the Exchange Act. After
      such date, the Restricted Stock may be resold by persons other than
      affiliates in reliance on Rule 144 without compliance with paragraphs (c),
      (d), (e) and (h) thereof, and by affiliates without compliance with
      paragraph (d) thereof.

20.   All certificates representing the Restricted Stock shall have endorsed
      thereon the following legends:

      (A)   "The shares represented by this certificate are unvested and subject
            to forfeiture in accordance with the Restricted Stock Agreement
            between the Company and the registered holder, or the predecessor in
            interest, a copy of which is on file at the Company's principal
            office. Any transfer or attempted transfer of the shares represented
            by this certificate is void without the prior express written
            consent of the Company."

      (B)   "The securities represented by this certificate have not been
            registered under the Securities Act of 1933, as amended. They may
            not be sold or offered for sale or otherwise distributed unless the
            securities are registered under the Securities Act or an exemption
            therefrom is available."

                                       9.
<PAGE>

21.   The Award shall be non-assignable and non-transferable, except by will or
      under the laws of descent and distribution. The Grantee shall not sell,
      assign or otherwise transfer the Restricted Stock as to which the
      restriction shall not have lapsed, other than by will or the laws of
      descent and distribution. Without in any way limiting the foregoing, the
      Grantee further agrees that the Grantee shall in no event make any
      disposition of all or any portion of the Restricted Stock constituting the
      Award unless and until:

      (A)   There is then in effect a registration statement under the
            Securities Act covering such proposed disposition and such
            disposition is made in accordance with said registration statement;
            or

      (B)   The Grantee shall have notified the Company of the proposed
            disposition and shall have furnished the Company with a detailed
            statement of the circumstances surrounding the proposed disposition
            and an opinion of its own counsel to the effect that such
            disposition will not require registration of the Restricted Stock
            under the Securities Act, and such opinion of its counsel shall have
            been concurred in by counsel for the Company, such concurrence not
            to be unreasonably withheld, and the Company shall have advised it
            of such concurrence.

22.   The Grantee hereby acknowledges receipt of a copy of the Plan. The rights
      granted thereunder are governed by, and are subject in all respects to,
      the terms and conditions of the Plan and the rules and regulations
      promulgated pursuant to the Plan. In the event of any conflict between (a)
      this Agreement and (b) the Plan or any rules or regulations promulgated
      pursuant to the Plan, the terms of the Plan, together with its rules and
      regulations shall control.

23.   The parties agree to execute such further instruments and to take such
      further action as may reasonably be necessary to carry out the intent of
      this Agreement.

24.   Any notice required or permitted hereunder shall be given in writing and
      shall be deemed effectively given upon personal delivery or upon deposit
      in the United States Post Office, by registered or certified mail with
      postage and fees prepaid, addressed to the other party hereto at its
      address hereinafter shown below its signature or at such other address as
      such party may designate by ten (10) days' advance written notice to the
      other party hereto.

25.   This Agreement shall be governed by the laws of the State of New Jersey
      without regard to principles of conflict of laws which would result in the
      application of the laws of another state.

26.   This Agreement shall inure to the benefit of the successors and assigns of
      the Company and, subject to the restrictions on transfer herein set forth,
      shall be binding upon the Grantee, his or her heirs, executors,
      administrators, successors and assigns.

27.   This Agreement does not constitute an employment contract nor shall be
      deemed to create in any way whatsoever any obligation on the Grantee's
      part to continue in the employ of the Company or any affiliate of the
      Company, or to limit the ability of the


                                      10.
<PAGE>

      Company or any Subsidiary (as defined in the Plan) to terminate
      Recipient's employment with the Company or affiliate of the Company at any
      time, for any reason or for no reason.

28.   This Agreement, together with the Exhibits hereto, constitutes the entire,
      final and exclusive statement of the agreement of the parties with respect
      to the subject matter hereof.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.


BEI MEDICAL SYSTEMS COMPANY, INC.      GRANTEE


By:
   --------------------------------            ---------------------------------

Name:                                  Address:
     ------------------------------            ---------------------------------

Title:
      -----------------------------            ---------------------------------

                                    EXHIBIT A
                      ASSIGNMENT SEPARATE FROM CERTIFICATE

      FOR VALUE RECEIVED, __________________________________, hereby sells,
assigns and transfers unto BEI MEDICAL SYSTEMS COMPANY, INC. (the "Company")
___________________________ (______) shares of the common stock of the Company,
standing in the undersigned's name on the books of said Company represented by
Certificate No. ___________ herewith and do hereby irrevocably constitute and
appoint __________________________________ Attorney to transfer the said stock
on the books of the within named Company with full power of substitution in the
premises.

Dated:
      ------------------, ----

                                 Signature
                                          --------------------------------------


                                      11.