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Exhibit 10.8

                          CHECK TECHNOLOGY CORPORATION
                                 1997 STOCK PLAN

     SECTION 1.     GENERAL PURPOSE OF PLAN; DEFINITIONS.

     The name of this plan is the Check Technology Corporation 1997 Stock 
Plan (the "Plan"). The purpose of the Plan is to enable Check Technology 
Corporation (the "Company") to retain and attract executives and other key 
employees, directors and consultants who contribute to the Company's success 
by their ability, ingenuity and industry, and to enable such individuals to 
participate in the long-term success and growth of the Company by giving them 
a proprietary interest in the Company.

     For purposes of the Plan, the following terms shall be defined as set 
forth below:

     a.   "BOARD" means the Board of Directors of the Company as it may be 
          comprised from time to time.

     b.   "CAUSE" means a felony conviction of a participant or the failure 
          of a participant to contest prosecution for a felony, willful 
          misconduct, dishonesty or intentional violation of a statute, rule 
          or regulation, any of which, in the judgment of the Company, is 
          harmful to the business or reputation of the Company.

     c.   "CODE" means the Internal Revenue Code of 1986, as amended from 
          time to time, or any successor statute.

     d.   "COMMITTEE" means the Committee referred to in Section 2 of the 
          Plan.  If at any time no Committee shall be in office, then the 
          functions of the Committee specified in the Plan shall be exercised 
          by the Board, unless the Plan specifically states otherwise.

     e.   "CONSULTANT" means any person, including an advisor, engaged by the 
          Company or a Parent Corporation or a Subsidiary of the Company to 
          render services and who is compensated for such services and who 
          is not an employee of the Company or any Parent Corporation or 
          Subsidiary of the Company.  A director who is not an employee may 
          serve as a Consultant.

     f.   "COMPANY" means Check Technology Corporation, a corporation 
          organized under the laws of the State of Minnesota (or any 
          successor corporation).

     g.   "DEFERRED STOCK" means an award made pursuant to Section 8 below of 
          the right to receive stock at the end of a specified deferral 
          period.

     h.   "DISABILITY" means permanent and total disability as determined by 
          the Committee.

     i.   "EARLY RETIREMENT" means retirement, with consent of the Committee 
          at the time of retirement, from active employment with the Company 
          and any Subsidiary or Parent Corporation of the Company.

     j.   "FAIR MARKET VALUE" means the value of the Stock on a given date as 
          determined by the Committee in accordance with the applicable 
          Treasury Department regulations with respect to "incentive stock 
          options."

     k.   "INCENTIVE STOCK OPTION" means any Stock Option intended to be and 
          designated as an "Incentive Stock Option" within the meaning of 
          Section 422 of the Code.

     l.   "NON-EMPLOYEE DIRECTOR" shall have the meaning set forth in Rule 
          16b-3(b)(3) as promulgated by the Securities and Exchange 
          Commission under the Securities Exchange Act of 1934, as amended, 
          or any successor definition adopted by the Commission.

     m.   "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an 
          Incentive Stock Option, and is intended to be and is designated as 
          a "Non-Qualified Stock Option."

     n.   "NORMAL RETIREMENT" means retirement from active employment with 
          the Company and any Subsidiary or Parent Corporation of the Company 
          on or after age 65.


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     o.   "OUTSIDE DIRECTOR" means a director who (a) is not a current 
          employee of the Company or any member of an affiliated group which 
          includes the Company (other than acting as Secretary for no 
          compensation as such); (b) is not a former employee of the Company 
          who receives compensation for prior services (other than benefits 
          under a tax-qualified retirement plan) during the taxable year; (c) 
          has not been an officer of the Company (other than acting as 
          Secretary for no compensation as such); (d) does not receive 
          remuneration from the Company, either directly or indirectly, in 
          any capacity other than as a director, except as otherwise 
          permitted under Code Section 162(m) and regulations thereunder.  
          For this purpose, remuneration includes any payment in exchange for 
          goods or services.  This definition shall be further governed by 
          the provisions of Code Section 162(m) and regulations promulgated 
          thereunder.

     p.   "PARENT CORPORATION" means any corporation (other than the Company) 
          in an unbroken chain of corporations ending with the Company if 
          each of the corporations (other than the Company) owns stock 
          possessing 50% or more of the total combined voting power of all 
          classes of stock in one of the other corporations in the chain.

    q.    "RESTRICTED STOCK" means an award of shares of Stock that are 
          subject to restrictions under Section 7 below.

     r.   "RETIREMENT" means Normal Retirement or Early Retirement.

     s.   "STOCK" means the Common Stock of the Company.

     t.   "STOCK APPRECIATION RIGHT" means the right pursuant to an award 
          granted under Section 6 below to surrender to the Company all or a 
          portion of a Stock Option in exchange for an    amount equal to the 
          difference between (i) Fair Market Value, as of the date such Stock 
          Option or such portion thereof is surrendered, of the shares of 
          Stock covered by such Stock Option or such portion thereof, and 
          (ii) the aggregate exercise price of such Stock Option or such 
          portion thereof.

     u.   "STOCK OPTION" means any option to purchase shares of Stock granted 
          pursuant to Section 5 below.

     v.   "SUBSIDIARY" means any corporation (other than the Company) in an 
          unbroken chain of corporations beginning with the Company if each 
          of the corporations (other than the last corporation in the 
          unbroken chain) owns stock possessing 50% or more of the total 
          combined voting power of all classes of stock in one of the other 
          corporations in the chain.

     SECTION 2.     ADMINISTRATION.

     The Plan shall be administered by the Board of Directors or by a 
Committee of not less than two directors, all of whom shall be Non-Employee 
Directors upon the Company becoming subject to the insider reporting 
requirements of Section 16 of the Securities Exchange Act of 1934, as 
amended, and also Outside Directors upon the Company becoming subject to the 
requirements of Rule 162(m) of the Code.  Committee members shall be 
appointed by the Board of Directors of the Company and shall serve at the 
pleasure of the Board.  Any or all of the functions of the Committee 
specified in the Plan may be exercised by the Board, unless the Plan 
specifically states otherwise.

     The Committee shall have the power and authority to grant to eligible 
employees, directors or Consultants, pursuant to the terms of the Plan:  (i) 
Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, or 
(iv) Deferred Stock awards.

     In particular, the Committee shall have the authority:

          (i)     to select the officers, directors and other key employees of 
                  the Company and its Subsidiaries and other eligible persons 
                  to whom Stock Options, Stock Appreciation Rights, 
                  Restricted Stock and Deferred Stock awards may from time to 
                  time be granted hereunder;

          (ii)    to determine whether and to what extent Incentive Stock 
                  Options, Non-Qualified Stock Options, Stock    Appreciation 
                  Rights, Restricted Stock and Deferred Stock awards, or a 
                  combination of the foregoing, are to be granted hereunder;

          (iii)   to determine the number of shares to be covered by each 
                  such award granted hereunder;


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          (iv)    to determine the terms and conditions, not inconsistent 
                  with the terms of the Plan, of any award granted hereunder 
                  (including, but not limited to, any restriction on any 
                  Stock Option or other award and/or the shares of Stock 
                  relating thereto);

          (v)     to determine whether, to what extent and under what 
                  circumstances Stock and other amounts payable with respect 
                  to an award under this Plan shall be deferred either 
                  automatically or at the election of the participant.

     The Committee shall have the authority to adopt, alter and repeal such 
administrative rules, guidelines and practices governing the Plan as it 
shall, from time to time, deem advisable; to interpret the terms and 
provisions of the Plan and any award issued under the Plan (and any 
agreements relating thereto); and to otherwise supervise the administration 
of the Plan.  The Committee may delegate to executive officers of the Company 
the authority to exercise the powers specified in (i), (ii), (iii), (iv) and 
(v) above with respect to persons who are not executive officers of the 
Company.

     All decisions made by the Committee pursuant to the provisions of the 
Plan shall be final and binding on all persons, including the Company and 
Plan participants.

     SECTION 3.    STOCK SUBJECT TO PLAN.

     The total number of shares of Stock reserved and available for 
distribution under the Plan shall be 750,000.  Such shares may consist, in 
whole or in part, of authorized and unissued shares.

     Subject to paragraph (b)(iv) of Section 6 below, if any shares that have 
been optioned cease to be subject to Stock Options, or if any shares subject 
to any Restricted Stock or Deferred Stock award granted hereunder are 
forfeited or such award otherwise terminates without a payment being made to 
the participant, such shares shall again be available for distribution in 
connection with future awards under the Plan.

     In the event of any merger, reorganization, consolidation, 
recapitalization, stock dividend, other change in corporate structure 
affecting the Stock, or spin-off or other distribution of assets to 
shareholders, such substitution or adjustment shall be made in the aggregate 
number of shares reserved for issuance under the Plan, in the number and 
option price of shares subject to outstanding options granted under the Plan, 
and in the number of shares subject to Restricted Stock or Deferred Stock 
awards granted under the Plan as may be determined to be appropriate by the 
Committee, in its sole discretion, provided that the number of shares subject 
to any award shall always be a whole number.  Such adjusted option price 
shall also be used to determine the amount payable by the Company upon the 
exercise of any Stock Appreciation Right associated with any Option.

     SECTION 4.    ELIGIBILITY.

     Officers, directors, other key employees of the Company and 
Subsidiaries, and Consultants who are responsible for or contribute to the 
management, growth and profitability of the business of the Company and its 
Subsidiaries are eligible to be granted Stock Options, Stock Appreciation 
Rights, Restricted Stock or Deferred Stock awards under the Plan.  The 
optionees and participants under the Plan shall be selected from time to time 
by the Committee, in its sole discretion, from among those eligible, and the 
Committee shall determine, in its sole discretion, the number of shares 
covered by each award.

     Notwithstanding the foregoing, upon the Company becoming subject to the 
requirements of Section 162(m) of the Code, no person shall receive grants or 
awards under this Plan which exceed 250,000 shares during any fiscal year of 
the Company.

     SECTION 5.    STOCK OPTIONS.

     Any Stock Option granted under the Plan shall be in such form as the 
Committee may from time to time approve.

     The Stock Options granted under the Plan may be of two types:  (i) 
Incentive Stock Options and (ii) Non-Qualified Stock Options.  No Incentive 
Stock Options shall be granted under the Plan after the tenth anniversary of 
the date this Plan is adopted by the Company's Board of Directors.

     The Committee shall have the authority to grant any optionee Incentive 
Stock Options, Non-Qualified Stock Options, or both types of options (in each 
case with or without Stock Appreciation Rights).  To the extent that any 
option does not qualify as an Incentive Stock Option, it shall constitute a 
separate Non-Qualified Stock Option.


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     Anything in the Plan to the contrary notwithstanding, no term of this 
Plan relating to Incentive Stock Options shall be interpreted, amended or 
altered, nor shall any discretion or authority granted under the Plan be so 
exercised, so as to disqualify either the Plan or any Incentive Stock Option 
under Section 422 of the Code.  The preceding sentence shall not preclude any 
modification or amendment to an outstanding Incentive Stock Option, whether 
or not such modification or amendment results in disqualification of such 
Stock Option as an Incentive Stock Option, provided the optionee consents in 
writing to the modification or amendment.

     Options granted under the Plan shall be subject to the following terms 
and conditions and shall contain such additional terms and conditions, not 
inconsistent with the terms of the Plan, as the Committee shall deem 
desirable.

     (a)  OPTION PRICE.  The option price per share of Stock purchasable 
under a Stock Option shall be determined by the Committee at the time of 
grant.  In no event shall the option price per share of Stock purchasable 
under an Incentive Stock Option be less than 100% of Fair Market Value on the 
date the option is granted.  If an employee owns or is deemed to own (by 
reason of the attribution rules applicable under Section 424(d) of the Code) 
more than 10% of the combined voting power of all classes of stock of the 
Company or any Parent Corporation or Subsidiary and an Incentive Stock Option 
is granted to such employee, the option price shall be no less than 110% of 
the Fair Market Value of the Stock on the date the option is granted.

     (b)  OPTION TERM.  The term of each Stock Option shall be fixed by the 
Committee, but no Incentive Stock Option shall be exercisable more than ten 
years after the date the option is granted.  If an employee owns or is deemed 
to own (by reason of the attribution rules of Section 424(d) of the Code) 
more than 10% of the combined voting power of all classes of stock of the 
Company or any Parent Corporation or Subsidiary and an Incentive Stock Option 
is granted to such employee, the term of such option shall be no more than 
five years from the date of grant.

     (c)  EXERCISABILITY.  Stock Options shall be exercisable at such time or 
times as determined by the Committee at or after grant.  If the Committee 
provides, in its discretion, that any option is exercisable only in 
installments, the Committee may waive such installment exercise provisions at 
any time, provided, however, that upon the Company becoming subject to the 
requirements of Section 16 of the Securities Exchange Act of 1934, as 
amended, a Stock Option granted to an officer, director or 10% shareholder of 
the Company shall not be exercisable for a period of six (6) months after the 
date of grant UNLESS the Stock Option has been approved by the Board, the 
Committee or shareholders of the Company.  Notwithstanding anything contained 
in the Plan to the contrary, the Committee may, in its discretion, extend or 
vary the term of any Stock Option or any installment thereof, whether or not 
the optionee is then employed by the Company, if such action is deemed to be 
in the best interests of the Company.

     Notwithstanding anything contained in the Plan to the contrary, unless 
the certificate or agreement evidencing a Stock Option provides otherwise, 
any Stock Option granted under this Plan shall be exercisable in full, 
without regard to any installment exercise provisions, for a period specified 
by the Company, but not to exceed sixty (60) days, prior to the occurrence of 
any of the following events: (i) dissolution or liquidation of the Company 
other than in conjunction with a bankruptcy of the Company or similar 
occurrence; (ii) any merger, consolidation, acquisition, separation, 
reorganization, or similar occurrence, where the Company will not be the 
surviving entity; or (iii) the transfer of substantially all of the assets of 
the Company or 75% or more of the outstanding Stock of the Company.

     The grant of a Stock Option pursuant to the Plan shall not limit in any 
way the right or power of the Company to make adjustments, reclassifications, 
reorganizations or changes of its capital or business structure or to merge, 
exchange or consolidate or to dissolve, liquidate, sell or transfer all or 
any part of its business or assets.

     (d)   METHOD OF EXERCISE.  Stock Options may be exercised in whole or in 
           part at any time during the option period by giving written notice 
           of exercise to the Company specifying the number of shares to be 
           purchased.  Such notice shall be accompanied by payment in full of 
           the purchase price, either by check, or by any other form of legal 
           consideration deemed sufficient by the Committee and consistent 
           with the Plan's purpose and applicable law, including promissory 
           notes or a properly executed exercise notice together with 
           irrevocable instructions to a broker acceptable to the Company to 
           promptly deliver to the Company the amount of sale or loan 
           proceeds to pay the exercise price. As determined by the Committee 
           at any time in its sole discretion, payment in full or in part may 
           also be made in the form of Stock already owned by the optionee 
           (which in the case of Stock acquired upon exercise of an option 
           have been owned for more than six months on the date of surrender) 
           or, in the case of the exercise of a Non-Qualified Stock Option, 
           Restricted Stock or Deferred Stock subject to an award hereunder 
           (based, in each case, on the Fair Market Value of the Stock on the 
           date the option is exercised, as determined by the Committee), 
           provided, however, that in the event payment is made in the form 
           of shares of Restricted Stock or a Deferred Stock award, the 
           optionee will receive a portion of the option shares in the form 
           of, and in an 


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           amount equal to, the Restricted Stock or Deferred Stock award 
           tendered as payment by the optionee.  Unless the terms of an 
           option prohibit doing so, an optionee may elect to pay all or part 
           of  the option exercise price by having the Company withhold from 
           the shares of Stock that would otherwise be issued upon exercise 
           that number of shares of Stock having a Fair Market Value equal to 
           the aggregate option exercise price for the shares with respect to 
           which such election is made.  No shares of Stock shall be issued 
           until full payment therefor has been made.  An optionee shall 
           generally have the rights to dividends and other rights of a 
           shareholder with respect to shares subject to the option when the 
           optionee has given written notice of exercise, has paid in full 
           for such shares, and, if requested, has given the representation 
           described in paragraph (a) of Section 13.

     (e)  NON-TRANSFERABILITY OF OPTIONS.  No Stock Option shall be 
transferable by the optionee otherwise than by will or by the laws of descent 
and distribution, and all Stock Options shall be exercisable, during the 
optionee's lifetime, only by the optionee.

     (f)  TERMINATION BY DEATH.  If an optionee's employment by the Company 
and any Subsidiary or Parent Corporation terminates by reason of death, the 
Stock Option may thereafter be immediately exercised, to the extent then 
exercisable, by the legal representative of the estate or by the legatee of 
the optionee under the will of the optionee, for a period of one year from 
the date of such death or until the expiration of the stated term of the 
option, whichever period is shorter.

     (g)  TERMINATION BY REASON OF DISABILITY.  If an optionee's employment 
by the Company and any Subsidiary or Parent Corporation terminates by reason 
of Disability, any Stock Option held by such optionee may thereafter be 
exercised, to the extent it was exercisable at the time of termination due to 
Disability, but may not be exercised after one year from the date of such 
termination of employment or the expiration of the stated term of the option, 
whichever period is the shorter.  In the event of termination of employment 
by reason of Disability, if an Incentive Stock Option is exercised after the 
expiration of the exercise periods that apply for purposes of Section 422 of 
the Code, the option will thereafter be treated as a Non-Qualified Stock 
Option.

     (h)  TERMINATION BY REASON OF RETIREMENT.  If an optionee's employment 
by the Company and any Subsidiary or Parent Corporation terminates by reason 
of Retirement, any Stock Option held by such optionee may thereafter be 
exercised to the extent it was exercisable at the time of such Retirement, 
but may not be exercised after one year from the date of such termination of 
employment or the expiration of the stated term of the option, whichever 
period is the shorter. In the event of termination of employment by reason of 
Retirement, if an Incentive Stock Option is exercised after the expiration of 
the exercise periods that apply for purposes of Section 422 of the Code, the 
option will thereafter be treated as a Non-Qualified Stock Option.

     (i)  OTHER TERMINATION.  Unless otherwise determined by the Committee, 
in the event an optionee's continuous status as an employee or Consultant 
terminates (other than upon the optionee's death, Retirement or Disability), 
the Stock Option shall thereupon terminate except that, if the optionee is 
involuntarily terminated without Cause by the Company and any Subsidiary or 
Parent Corporation, the option may be exercised to the extent it was 
exercisable at such termination for the lesser of one month or the balance of 
the option's term. 

     (j)  ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS.  The aggregate Fair Market 
Value (determined as of the time the Stock Option is granted) of the Common 
Stock with respect to which an Incentive Stock Option under this Plan or any 
other plan of the Company and any Subsidiary or Parent Corporation is 
exercisable for the first time by an optionee during any calendar year shall 
not exceed $100,000.

     (k)  DIRECTORS WHO ARE NOT EMPLOYEES. The Board of Directors may, at its 
discretion, amend this Plan to provide for annual automatic grants to 
directors who are not employees of the Company upon such terms and conditions 
as the Board deems advisable. In the event discretionary Stock Options are 
granted to members of the Committee, such Stock Options shall be granted by 
the Board.   

     SECTION 6.    STOCK APPRECIATION RIGHTS.

     (a)  GRANT AND EXERCISE.  Stock Appreciation Rights may be granted in 
conjunction with all or part of any Stock Option granted under the Plan.  In 
the case of a Non-Qualified Stock Option, such rights may be granted either 
at or after the time of the grant of such Option.  In the case of an 
Incentive Stock Option, such rights may be granted only at the time of the 
grant of the Stock Option.

     In the event Stock Appreciation Rights are granted to members of the 
Committee, such rights shall be granted by the Board.


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     A Stock Appreciation Right or applicable portion thereof granted with 
respect to a given Stock Option shall terminate and no longer be exercisable 
upon the termination or exercise of the related Stock Option, except that a 
Stock Appreciation Right granted with respect to less than the full number of 
shares covered by a related stock Option shall not be reduced until the 
exercise or termination of the related Stock Option exceeds the number of 
shares not covered by the Stock Appreciation Right.

     A Stock Appreciation Right may be exercised by an optionee, in 
accordance with paragraph (b) of this Section 6, by surrendering the 
applicable portion of the related Stock Option.  Upon such exercise and 
surrender, the optionee shall be entitled to receive an amount determined in 
the manner prescribed in paragraph (b) of this Section 6. Stock Options which 
have been so surrendered, in whole or in part, shall no longer be exercisable 
to the extent the related Stock Appreciation Rights have been exercised.

     (b)  TERMS AND CONDITIONS.  Stock Appreciation Rights shall be subject 
to such terms and conditions, not inconsistent with the provisions of the 
Plan, as shall be determined from time to time by the Committee, including 
the following:

          (i)  Stock Appreciation Rights shall be exercisable only at such time
     or times and to the extent that the Stock Options to which they relate
     shall be exercisable in accordance with the provisions of Section 5 and
     this Section 6 of the Plan.

          (ii) Upon the exercise of a Stock Appreciation Right, an optionee
     shall be entitled to receive up to, but not more than, an amount in cash or
     shares of Stock equal in value to the excess of the Fair Market Value of
     one share of Stock over the option price per share specified in the related
     option multiplied by the number of shares in respect of which the Stock
     Appreciation Right shall have been exercised, with the Committee having the
     right to determine the form of payment.

         (iii) Stock Appreciation Rights shall be transferable only when and to
     the extent that the underlying Stock Option would be transferable under
     Section 5 of the Plan.

          (iv) Upon the exercise of a Stock Appreciation Right, the Stock Option
     or part thereof to which such Stock Appreciation Right is related shall be
     deemed to have been exercised for the purpose of the limitation set forth
     in Section 3 of the Plan on the number of shares of Stock to be issued
     under the Plan, but only to the extent of the number of shares issued or
     issuable under the Stock Appreciation Right at the time of exercise based
     on the value of the Stock Appreciation Right at such time.

          (v)  A Stock Appreciation Right granted in connection with an
     Incentive Stock Option may be exercised only if and when the market price
     of the Stock subject to the Incentive Stock Option exceeds the exercise
     price of such Option.

     SECTION 7.    RESTRICTED STOCK.

     (a)  ADMINISTRATION.  Shares of Restricted Stock may be issued either 
alone or in addition to other awards granted under the Plan.  The Committee 
shall determine the officers, directors, key employees and Consultants of the 
Company and Subsidiaries to whom, and the time or times at which, grants of 
Restricted Stock will be made, the number of shares to be awarded, the time 
or times within which such awards may be subject to forfeiture, and all other 
conditions of the awards.  The Committee may also condition the grant of 
Restricted Stock upon the attainment of specified performance goals.  The 
provisions of Restricted Stock awards need not be the same with respect to 
each recipient.

     In the event Restricted Stock awards are granted to members of the 
Committee, such awards shall be granted by the Board.

     (b)  AWARDS AND CERTIFICATES.  The prospective recipient of an award of 
shares of Restricted Stock shall not have any rights with respect to such 
award, unless and until such recipient has executed an agreement evidencing 
the award and has delivered a fully executed copy thereof to the Company, and 
has otherwise complied with the then applicable terms and conditions.

          (i)  Each participant shall be issued a stock certificate in respect
     of shares of Restricted Stock awarded under the Plan.  Such certificate
     shall be registered in the name of the participant, and shall bear an
     appropriate legend referring to the terms, conditions, and restrictions
     applicable to such award, substantially in the following form:


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          "The transferability of this certificate and the shares of stock
          represented hereby are subject to the terms and conditions
          (including forfeiture) of the Check Technology Corporation 1997
          Stock Plan and an Agreement entered into between the registered
          owner and Check Technology Corporation. Copies of 
          such Plan and Agreement are on file in the offices of Check
          Technology Corporation, 12500 Whitewater Drive, Minnetonka,
          Minnesota 55343."

          (ii) The Committee shall require that the stock certificates
     evidencing such shares be held in custody by the Company until the
     restrictions thereon shall have lapsed, and that, as a condition of any
     Restricted Stock award, the participant shall have delivered a stock power,
     endorsed in blank, relating to the Stock covered by such award.

     (c)  RESTRICTIONS AND CONDITIONS.  The shares of Restricted Stock 
awarded pursuant to the Plan shall be subject to the following restrictions 
and conditions:

          (i)  Subject to the provisions of this Plan and the award agreement,
     during a period set by the Committee commencing with the date of such award
     (the "Restriction Period"), the participant shall not be permitted to sell,
     transfer, pledge or assign shares of Restricted Stock awarded under the
     Plan.  In no event shall the Restriction Period be less than one (1) year. 
     Within these limits, the Committee may provide for the lapse of such
     restrictions in installments where deemed appropriate.

          (ii) Except as provided in paragraph (c)(i) of this Section 7, the
     participant shall have, with respect to the shares of Restricted Stock, all
     of the rights of a shareholder of the Company, including the right to vote
     the shares and the right to receive any cash dividends. The Committee, in
     its sole discretion, may permit or require the payment of cash dividends to
     be deferred and, if the Committee so determines, reinvested in additional
     shares of Restricted Stock (to the extent shares are available under
     Section 3 and subject to paragraph (f) of Section 13).  Certificates for
     shares of unrestricted Stock shall be delivered to the grantee promptly
     after, and only after, the period of forfeiture shall have expired without
     forfeiture in respect of such shares of Restricted Stock.

          (iii) Subject to the provisions of the award agreement and paragraph
     (c)(iv) of this Section 7, upon termination of employment, directorship (if
     the award was based on services as a director) or consulting relationship
     for any reason during the Restriction Period, all shares still subject to
     restriction shall be forfeited by the participant.

          (iv) In the event of special hardship circumstances of a participant
     whose employment is terminated (other than for Cause), including death,
     Disability or Retirement, or in the event of an unforeseeable emergency of
     a participant still in service, the Committee may, in its sole discretion,
     when it finds that a waiver would be in the best interest of the Company,
     waive in whole or in part any or all remaining restrictions with respect to
     such participant's shares of Restricted Stock.

          (v)  Notwithstanding anything contained in the Plan to the contrary,
     unless the agreement evidencing a Restricted Stock Award provides
     otherwise, all restrictions on an Restricted Stock Award shall lapse sixty
     (60) days prior to the occurrence of any of the following events: (i)
     dissolution or liquidation of the Company other than in conjunction with a
     bankruptcy of the Company or similar occurrence; (ii) any merger,
     consolidation, acquisition, separation, reorganization, or similar
     occurrence, where the Company will not be the surviving entity; or (iii)
     the transfer of substantially all of the assets of the Company or 75% or
     more of the outstanding Stock of the Company.

     SECTION 8.    DEFERRED STOCK AWARDS.

     (a)  ADMINISTRATION.  Deferred Stock may be awarded either alone or in 
addition to other awards granted under the Plan.  The Committee shall 
determine the officers, directors, key employees and Consultants of the 
Company and Subsidiaries to whom and the time or times at which Deferred 
Stock shall be awarded, the number of Shares of Deferred Stock to be awarded 
to any participant or group of participants, the duration of the period (the 
"Deferral Period") during which, and the conditions under which, receipt of 
the Stock will be deferred, and the terms and conditions of the award in 
addition to those contained in paragraph (b) of this Section 8.  The 
Committee may also condition the grant of Deferred Stock upon the attainment 
of specified performance goals. The provisions of Deferred Stock awards need 
not be the same with respect to each recipient.

     In the event Deferred Stock awards are granted to members of the 
Committee, such awards shall be granted by the Board.


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     (b)  TERMS AND CONDITIONS.

          (i)  Subject to the provisions of this Plan and the award agreement,
     Deferred Stock awards may not be  sold, assigned, transferred, pledged or
     otherwise encumbered during the Deferral Period.  In no event shall the
     Deferral Period be less than one (1) year.  At the expiration of the
     Deferral Period (or Elective Deferral Period, where applicable), share
     certificates shall be delivered to the participant, or his legal
     representative, in a number equal to the shares covered by the Deferred
     Stock award.

          (ii) Amounts equal to any dividends declared during the Deferral
     Period with respect to the number of shares covered by a Deferred Stock
     award will be paid to the participant currently or deferred and deemed to
     be reinvested in additional Deferred Stock or otherwise reinvested, all as
     determined at the time of the award by the Committee, in its sole
     discretion.

          (iii) Subject to the provisions of the award agreement and paragraph
     (b)(iv) of this Section 8, upon termination of employment, directorship (if
     the award was based on services as a director) or consulting relationship
     for any reason during the Deferral Period for a given award, the Deferred
     Stock in question shall be forfeited by the participant.

          (iv) In the event of special hardship circumstances of a participant
     whose employment is terminated (other than for Cause) including death,
     Disability or Retirement, or in the event of an unforeseeable emergency of
     a participant still in service, the Committee may, in its sole discretion,
     when it finds that a waiver would be in the best interest of the Company,
     waive in whole or in part any or all of the remaining deferral limitations
     imposed hereunder with respect to any or all of the participant's Deferred
     Stock.

          (v)  A participant may elect to further defer receipt of the award for
     a specified period or until a specified event (the "Elective Deferral
     Period"), subject in each case to the Committee's approval and to such
     terms as are determined by the Committee, all in its sole discretion. 
     Subject to any exceptions adopted by the Committee, such election must
     generally be made prior to completion of one half of the Deferral Period
     for a Deferred Stock award (or for an installment of such an award).

          (vi) Each award shall be confirmed by, and subject to the terms of, a
     Deferred Stock agreement executed by the Company and the participant.

     SECTION 9.    TRANSFER, LEAVE OF ABSENCE, ETC.

     For purposes of the Plan, the following events shall not be deemed a 
termination of employment:

     (a)  a transfer of an employee from the Company to a Parent Corporation 
or Subsidiary, or from a Parent Corporation or Subsidiary to the Company, or 
from one Subsidiary to another;

     (b)  a leave of absence, approved in writing by the Committee, for 
military service or sickness, or for any other purpose approved by the 
Company if the period of such leave does not exceed ninety (90) days (or such 
longer period as the Committee may approve, in its sole discretion); and

     (c)  a leave of absence in excess of ninety (90) days, approved in 
writing by the Committee, but only if the employee's right to reemployment is 
guaranteed either by a statute or by contract, and provided that, in the case 
of any leave of absence, the employee returns to work within 30 days after 
the end of such leave.

     SECTION 10.   AMENDMENTS AND TERMINATION.

     The Board may amend, alter, or discontinue the Plan, but no amendment, 
alteration, or discontinuation shall be made (i) which would adversely impair 
the rights of an optionee or participant under a Stock Option, Restricted 
Stock or other Stock-based award theretofore granted, without the optionee's 
or participant's consent, or (ii) which without the approval of the 
shareholders of the Company would cause the Plan to no longer comply with 
Rule 16b-3 under the Securities Exchange Act of 1934, Section 422 of the Code 
or any other regulatory requirements.

     The Committee may amend the terms of any award or option theretofore 
granted, prospectively or retroactively to the extent such amendment is 
consistent with the terms of this Plan, but no such amendment shall impair 
the rights of any holder


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without his or her consent except to the extent authorized under the Plan.  
The Committee may also substitute new Stock Options for previously granted 
Stock Options, including previously granted Stock Options having higher Stock 
Option prices.

     SECTION 11.   UNFUNDED STATUS OF PLAN.

     The Plan is intended to constitute an "unfunded" plan for incentive and 
deferred compensation.  With respect to any payments not yet made to a 
participant or optionee by the Company, nothing contained herein shall give 
any such participant or optionee any rights that are greater than those of a 
general creditor of the Company.  In its sole discretion, the Committee may 
authorize the creation of trusts or other arrangements to meet the 
obligations created under the Plan to deliver Stock or payments in lieu of or 
with respect to awards hereunder, provided, however, that the existence of 
such trusts or other arrangements is consistent with the unfunded status of 
the Plan.

     SECTION 12.   ANCILLARY PLANS FOR NON-U.S. EMPLOYEES.

     The Committee may from time to time at its discretion create one or more 
stock option plans which are ancillary to this Plan and intended for 
employees of the Company or any Subsidiary who are located outside the United 
States.  The Committee shall then allocate from time to time to such 
ancillary plans designated portions of the shares available for grant under 
this Plan.  Such ancillary plans shall be subject to the provisions of this 
Plan and to whatever provisions are set forth in the ancillary plan to 
satisfy legal and tax requirements of the foreign country to whose residents 
the ancillary plan relates.

     SECTION 13.   GENERAL PROVISIONS.

     (a)  The Committee may require each person purchasing shares pursuant to 
a Stock Option under the Plan to represent to and agree with the Company in 
writing that the optionee is acquiring the shares without a view to 
distribution thereof.  The certificates for such shares may include any 
legend which the Committee deems appropriate to reflect any restrictions on 
transfer.

     All certificates for shares of Stock delivered under the Plan pursuant 
to any Restricted Stock, Deferred Stock or other Stock-based awards shall be 
subject to such stock-transfer orders and other restrictions as the Committee 
may deem advisable under the rules, regulations, and other requirements of 
the Securities and Exchange Commission, any stock exchange upon which the 
Stock is then listed, and any applicable Federal or state securities laws, 
and the Committee may cause a legend or legends to be put on any such 
certificates to make appropriate reference to such restrictions.

     (b)  Subject to paragraph (d) below, recipients of Restricted Stock, 
Deferred Stock and other Stock-based awards under the Plan (other than Stock 
Options) are not required to make any payment or provide consideration other 
than the rendering of services.

     (c)  Nothing contained in this Plan shall prevent the Board of Directors 
from adopting other or additional compensation arrangements, subject to 
stockholder approval if such approval is required; and such arrangements may 
be either generally applicable or applicable only in specific cases.  The 
adoption of the Plan shall not confer upon any employee of the Company or any 
Subsidiary any right to continued employment with the Company or a 
Subsidiary, as the case may be, nor shall it interfere in any way with the 
right of the Company or a Subsidiary to terminate the employment of any of 
its employees at any time.

     (d)  Each participant shall, no later than the date as of which any part 
of the value of an award first becomes includible as compensation in the 
gross income of the participant for Federal income tax purposes, pay to the 
Company, or make arrangements satisfactory to the Committee regarding payment 
of, any Federal, state, or local taxes of any kind required by law to be 
withheld with respect to the award.  The obligations of the Company under the 
Plan shall be conditional on such payment or arrangements and the Company and 
Subsidiaries shall, to the extent permitted by law, have the right to deduct 
any such taxes from any payment of any kind otherwise due to the participant. 
 With respect to any award under the Plan, if the terms of such award so 
permit, a participant may elect by written notice to the Company to satisfy 
part or all of the withholding tax requirements associated with the award by 
(i) authorizing the Company to retain from the number of shares of Stock that 
would otherwise be deliverable to the participant, or (ii) delivering to the 
Company from shares of Stock already owned by the participant, that number of 
shares having an aggregate Fair Market Value equal to part or all of the tax 
payable by the participant under this Section 13(d).  Any such election shall 
be in accordance with, and subject to, applicable tax and securities laws, 
regulations and rulings.

     (e) At the time of grant, the Committee may provide in connection with any
grant made under this Plan that the shares of Stock received as a result of such
grant shall be subject to a repurchase right in favor of the Company, pursuant
to which the participant shall be required to offer to the Company upon
termination of employment for any reason any shares that the


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participant acquired under the Plan, with the price being the then Fair 
Market Value of the Stock or, in the case of a termination for Cause, an 
amount equal to the cash consideration paid for the Stock, subject to such 
other terms and conditions as the Committee may specify at the time of grant. 
 The Committee may, at the time of the grant of an award under the Plan, 
provide the Company with the right to repurchase, or require the forfeiture 
of, shares of Stock acquired pursuant to the Plan by any participant who, at 
any time within two years after termination of employment with the Company, 
directly or indirectly competes with, or is employed by a competitor of, the 
Company.

     (f)  The reinvestment of dividends in additional Restricted Stock (or in 
Deferred Stock or other types of Plan awards) at the time of any dividend 
payment shall only be permissible if the Committee (or the Company's chief 
financial officer) certifies in writing that under Section 3 sufficient 
shares are available for such reinvestment (taking into account then 
outstanding Stock Options and other Plan awards).

     (g)  The Plan is expressly made subject to the approval by shareholders 
of the Company. If the Plan is not so approved by the shareholders on or 
before one year after this Plan's adoption by the Board of Directors, then no 
further awards shall be made under this Plan, any existing Non-Qualified 
Stock Options shall remain in force in accordance with their terms under this 
Plan, and any existing Incentive Stock Options shall become and be 
Non-Qualified Stock Options.



Adopted by Board of Directors:  June 28, 1997

Adopted by Stockholders:
                        --------------




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