SPANLINK COMMUNICATIONS, INC.
                        1998 EMPLOYEE STOCK PURCHASE PLAN


                        ARTICLE I - ESTABLISHMENT OF PLAN

1.01     ADOPTION BY BOARD OF DIRECTORS. By action of the Board of Directors of
         Spanlink Communications, Inc. (the "Corporation") on February 26, 1998
         and subject to approval by its shareholders, the Corporation has
         adopted an employee stock purchase plan pursuant to which eligible
         employees of the Corporation and certain of its Subsidiaries may be
         offered the opportunity to purchase shares of Stock of the Corporation.
         The terms and conditions of this Plan are set forth in this plan
         document, as amended from time to time as provided herein. The
         Corporation intends that the Plan shall qualify as an "employee stock
         purchase plan" under Section 423 of the Internal Revenue Code of 1986,
         as amended from time to time, (the "Code") and shall be construed in a
         manner consistent with the requirements of Code Section 423 and the
         regulations thereunder.

1.02     SHAREHOLDER APPROVAL AND TERM. This Plan shall become effective May 1,
         1998, and shall terminate on October 31, 2003; provided, however, that
         the Plan shall be subject to approval by the shareholders of the
         Corporation within twelve (12) months after the Plan was adopted by the
         Board or, if earlier, at the next Annual Meeting of the Shareholders,
         in the manner provided under Code Section 423 and the regulations
         thereunder; and provided, further, that the Board of Directors may
         extend the term of the Plan for such period as the Board, in its sole
         discretion, deems advisable. In the event that the shareholders fail to
         approve the Plan at such annual shareholders' meeting, this Plan shall
         not become effective and shall have no force or effect.


                              ARTICLE II - PURPOSE

2.01     PURPOSE. The primary purpose of the Plan is to provide an opportunity
         for Eligible Employees of the Corporation to become shareholders of the
         Corporation, thereby providing them with an incentive to remain in the
         Corporation's employ, to improve operations, to increase profits and to
         contribute more significantly to the Corporation's success.


                            ARTICLE III - DEFINITIONS

3.01     "ADMINISTRATOR" means the Compensation Committee (the "Committee")
         appointed by the Board of Directors. The Administrator may, in its sole
         discretion, authorize the officers of the Corporation to carry out the
         day-to-day operation of the Plan. In its sole discretion, the Board may
         take such actions as may be taken by the Administrator, in addition to
         those powers expressly reserved to the Board under this Plan.

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3.02     "BOARD OF DIRECTORS" or "BOARD" means the Board of Directors of
         Spanlink Communications, Inc.

3.03     "COMPENSATION" means the Participant's gross cash compensation to be
         paid during the Phase, including overtime, commissions and bonuses, but
         excluding disability payments, severance pay and other payments
         excluded from the definition of "covered compensation" under the
         Corporation's qualified retirement plans.

3.04     "CORPORATION" means Spanlink Communications, Inc., a Minnesota
         corporation.

3.05     "DISABILITY" means the Participant's inability to engage in any
         substantial gainful activity by reason of any medically determinable
         physical or mental impairment which can be expected to result in death
         or which has lasted or can be expected to last for a continuous period
         of not less than twelve (12) months, as determined by a physician
         acceptable to the Corporation or Subsidiary.

3.06     "ELIGIBLE EMPLOYEE" means any employee who is a full-time or part-time
         employee of the Corporation or one of its Subsidiaries and, as of the
         date set forth in Section 6.01, has been employed by the Corporation or
         Subsidiary for at least thirty (30) days and is customarily employed
         for more than twenty (20) hours per week; provided, however, that for
         the Phase beginning May 1, 1998, all full-time and part-time employees
         of the Corporation who are customarily employed for more than twenty
         (20) hours per week shall be eligible.

3.07     "ENROLLMENT PERIOD" means the period determined by the Administrator
         for purposes of accepting elections to participate during a Phase from
         Eligible Employees.

3.08     "PARTICIPANT" means an Eligible Employee who has been granted an option
         and is participating during a Phase through payroll deductions or by
         electing to pay a lump sum amount, subject to the limitations set forth
         in Section 9.03.

3.09     "PHASE" means the period beginning on the date that the option was
         granted, otherwise referred to as the commencement date of the Phase,
         and ending on the date that the option is exercised, otherwise referred
         to as the termination date of the Phase. Phases shall be numbered
         consecutively, beginning with Phase 1.

3.10     "PLAN" means the Spanlink Communications, Inc. 1998 Employee Stock
         Purchase Plan.

3.11     "STOCK" means the voting Common Stock of the Corporation.

3.12     "SUBSIDIARY" or "SUBSIDIARIES" means any corporation defined as a
         subsidiary of the Corporation in Code Section 424(f), or any successor
         provision, as of the

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         effective date of the Plan, and such other corporations that qualify as
         subsidiaries of the Corporation under Code Section 424(f), or any
         successor provision, as the Board approves to participate in this Plan
         from time to time.


                           ARTICLE IV - ADMINISTRATION

4.01     ADMINISTRATION. Except for those matters expressly reserved to the
         Board pursuant to any provisions of the Plan, the Administrator shall
         have full responsibility for administration of the Plan, which
         responsibility shall include, but shall not be limited to, the
         following:

         (a)      The Administrator shall, subject to the provisions of the
                  Plan, establish, adopt and revise such rules and procedures
                  for administering the Plan, and shall make all other
                  determinations as it may deem necessary or advisable for the
                  administration of the Plan;

         (b)      The Administrator shall, subject to the provisions of the
                  Plan, determine all terms and conditions that shall apply to
                  the grant and exercise of options under this Plan, including,
                  but not limited to, the number of shares of Stock that may be
                  granted, the date of grant, the exercise price and the manner
                  of exercise of an option. The Administrator may, in its
                  discretion, consider the recommendations of the management of
                  the Corporation when determining such terms and conditions;

         (c)      The Administrator shall have the exclusive authority to
                  interpret the provisions of the Plan, and each such
                  interpretation or determination shall be conclusive and
                  binding for all purposes and on all persons, including, but
                  not limited to, the Corporation and its Subsidiaries, the
                  shareholders of the Corporation and its Subsidiaries, the
                  Administrator, the Board, the officers and the employees of
                  the Corporation and its Subsidiaries, and the Participants and
                  the respective successors-in-interest of all of the foregoing;
                  and

         (d)      The Administrator shall keep minutes of its meetings or other
                  written records of its decisions regarding the Plan and shall,
                  upon requests, provide copies to the Board.

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                         ARTICLE V - PHASES OF THE PLAN

5.01     PHASES. The Plan shall be carried out in one or more Phases of twelve
         (12) months each; provided, however, that the first Phase shall
         commence May 1, 1998, and shall end on the following October 31, 1998.
         Unless otherwise determined by the Administrator, in its discretion,
         all other Phases shall commence on November 1 and shall end on the
         following October 31 during the term of the Plan. No two Phases shall
         run concurrently.

5.02     LIMITATIONS. The Administrator may, in its discretion, limit the number
         of shares available for option grants during any Phase as it deems
         appropriate. Without limiting the foregoing, in the event all of the
         shares of Stock reserved for the grant of options under Section 12.01
         is issued pursuant to the terms hereof prior to the commencement of one
         or more Phases or the number of shares of Stock remaining is so small,
         in the opinion of the Administrator, as to render administration of any
         succeeding Phase impracticable, such Phase or Phases may be canceled or
         the number of shares of Stock limited as provided herein. In addition,
         if, based on the payroll deductions or the lump sum payments elected by
         Participants at the beginning of a Phase, the Administrator determines
         that the number of shares of Stock which would be purchased at the end
         of a Phase exceeds the number of shares of Stock remaining reserved
         under Section 12.01 hereof for issuance under the Plan, or if the
         number of shares of Stock for which options are to be granted exceeds
         the number of shares designated for option grants by the Administrator
         for such Phase, then the Administrator shall make a pro rata allocation
         of the shares of Stock remaining available in as nearly uniform and
         equitable a manner as the Administrator shall consider practicable as
         of the commencement date of the Phase or, if the Administrator so
         elects, as of the termination date of the Phase. In the event such
         allocation is made as of the commencement date of a Phase, the payroll
         deductions or lump sum payments which otherwise would have been made by
         or on behalf of Participants shall be reduced accordingly.


                            ARTICLE VI - ELIGIBILITY

6.01     ELIGIBILITY. Subject to the limitations of Section 9.03, each employee
         who is an Eligible Employee on the October 1 immediately prior to the
         commencement of a Phase shall be eligible to participate in such Phase.
         If, in the discretion of the Administrator, any Phase commences on a
         date other than November 1, whether an employee is an Eligible Employee
         shall be determined on a date selected by the Administrator, which date
         shall be at least thirty (30) days prior to the commencement date of
         the Phase.

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                           ARTICLE VII - PARTICIPATION

7.01     PARTICIPATION. Participation in the Plan is voluntary. An Eligible
         Employee who desires to participate in any Phase of the Plan must
         complete the Plan enrollment form provided by the Administrator and
         deliver such form to the Administrator or its designated representative
         during the Enrollment Period established by the Administrator prior to
         the commencement date of the Phase. The Administrator may, in its
         discretion and subject to rules of uniform application, provide that an
         Eligible Employee's election to participate in a Phase shall apply to
         all subsequent Phases of the Plan.


                             ARTICLE VIII - PAYMENT

8.01     ENROLLMENT. Each Participant shall designate on the Plan enrollment
         form a percentage of such Participant's Compensation to be paid on an
         after-tax basis during the Phase. Such percentage shall be at least one
         percent (1%) but not more than ten percent (10%) of such Participant's
         Compensation to be paid during such Phase, or such other maximum
         percentage as the Administrator may establish from time to time, and
         must be designated in whole percentages. In order to be effective, such
         Plan enrollment form must be properly completed and received by the
         Administrator by the due date indicated on such form, or by such other
         date established by the Administrator.

         Each Participant shall also indicate on the Plan enrollment forms
         whether the percentage of Compensation elected by such Participant
         shall be paid by payroll deductions during the Phase or in a lump sum
         payment prior to the termination of the Phase. Participants must elect
         either payroll deductions or a lump sum payment and not a combination
         of both payment methods. Participants cannot change the payment method
         after the due date for submitting the Plan enrollment form established
         by the Administrator.

8.02     PAYROLL DEDUCTIONS. Payroll deductions for a Participant shall commence
         on the first paycheck issued for the payroll period which begins on or
         immediately after the commencement date of the Phase and shall
         terminate on the last paycheck issued for the payroll period which
         begins on or immediately prior to the termination date of that Phase,
         unless the Participant elects to discontinue payroll deductions or
         exercises his or her right to withdraw all accumulated payroll
         deductions previously withheld during the Phase as provided in Article
         10 hereof. The authorized payroll deductions shall be made over the pay
         periods of such Phase by deducting from the Participant's Compensation
         for each such pay period that percentage specified by the Participant
         in the Plan enrollment form.

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8.03     LUMP SUM PAYMENTS. Unless otherwise determined by the Administrator,
         lump sum payments must be received by the Corporation on a date prior
         to the termination of the Phase as established by the Administrator,
         and must be in such form as approved by the Administrator. If payment
         is not made by such due date or is made in an unauthorized form, the
         option granted pursuant to Article IX shall lapse in its entirety, and
         any amounts paid to the Corporation shall be returned to the
         Participant, without interest, as soon as administratively feasible.
         During the last month of the Phase, a Participant may decrease the
         percentage of his or her Compensation designated to be paid in a lump
         sum payment by completing and filing such forms as the Administrator
         may require.

8.04     DECREASES DURING A PHASE. In addition to the right to discontinue or
         withdraw payroll deductions during a Phase as provided in Article X, a
         Participant may decrease the percentage of Compensation designated to
         be deducted as payroll deductions during a Phase by completing and
         filing such forms as the Administrator may require. Such decrease shall
         be effective with the next payroll period beginning after the date that
         the Administrator receives such forms and shall apply to all remaining
         Compensation paid during the Phase. The Participant may exercise the
         right to decrease his or her payroll deductions only once during each
         Phase.

8.05     CHANGE IN COMPENSATION DURING A PHASE. In the event that the
         Participant elects to make payroll deductions during a Phase and such
         Participant's Compensation is discontinued or reduced during the Phase
         for any reason, such that the amount actually withheld on behalf of the
         Participant as of the termination date of the Phase is less than the
         amount anticipated to be withheld as determined on the commencement
         date of the Phase, then the extent to which the Participant may
         exercise his or her option shall be based on the amounts actually
         withheld on his or her behalf. In the event of a change in the pay
         period of any Participant, such as from biweekly to monthly, an
         appropriate adjustment shall be made to the deduction in each new pay
         period so as to insure the deduction of the proper amount authorized by
         the Participant.


                              ARTICLE IX - OPTIONS

9.01     GRANT OF OPTION. Subject to Article X, a Participant who has elected to
         participate in the manner described in Article VIII and who is employed
         by the Corporation or a Subsidiary as of the commencement date of a
         Phase shall be granted an option as of such date to purchase that
         number of whole shares of Stock determined by dividing the total amount
         to be credited to the Participant's account by the option price per
         share set forth in Section 9.02(a) below. The option price per share
         for such Stock shall be determined under Section 9.02 hereof, and the
         number of shares exercisable shall be determined under Section 9.03
         hereof.

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9.02     OPTION PRICE. Subject to the limitations hereinbelow, the option price
         for such Stock shall be the lower of the amounts determined under
         paragraphs (a) and (b) below:

         (a)      Eighty-five percent (85%) of the closing price for a share of
                  the Corporation's Stock as reported on the Nasdaq National
                  Market, Nasdaq SmallCap Market or on an established securities
                  exchange as of the commencement date of the Phase; or

         (b)      Eighty-five percent (85%) of the closing price for a share of
                  the Corporation's Stock as reported on the Nasdaq National
                  Market, Nasdaq SmallCap Market or on an established securities
                  exchange as of the termination date of the Phase.

         In the event that the commencement or termination date of a Phase is a
         Saturday, Sunday or holiday, or in the event there was no trade of the
         Corporation's Stock on such applicable date, the amounts determined
         under the foregoing subsections shall be determined using the price as
         of the last preceding trading day.

         If the Corporation's Stock is not listed on the Nasdaq National Market,
         Nasdaq SmallCap Market or on an established securities exchange, then
         the option price shall equal the lesser of (i) eighty-five percent
         (85%) of the fair market value of a share of the Corporation's Stock as
         of the commencement date of the Phase; or (ii) eighty-five percent
         (85%) of the fair market value of such stock as of the termination date
         of the Phase. Such "fair market value" shall be determined by the
         Board.

9.03     LIMITATIONS. No employee shall be granted an option hereunder:

         (a)      Which permits his or her rights to purchase Stock under all
                  employee stock purchase plans of the Corporation or its
                  Subsidiaries to accrue at a rate which exceeds Twenty-Five
                  Thousand Dollars ($25,000) of fair market value of such Stock
                  (determined at the time such option is granted) for each
                  calendar year in which such option is outstanding at any time;

         (b)      If such employee would own and/or hold, immediately after the
                  grant of the option, Stock possessing five percent (5%) or
                  more of the total combined voting power or value of all
                  classes of stock of the Corporation or of any Subsidiary. For
                  purposes of determining stock ownership under this paragraph,
                  the rules of Section 424(d), or any successor provision, of
                  the Code shall apply.

         (c)      Which, if exercised, would cause the limits established by the
                  Administrator under Section 5.02 to be exceeded.

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9.04     EXERCISE OF OPTION. In addition to a Participant's right of withdrawal
         provided in Section 10.01, a Participant may, by written notice to the
         Corporation at any time during the last month of the Phase, elect,
         effective as of such termination date, not to exercise the option for
         any or all of the shares Stock subject to the option or may elect to
         reduce the amount of Compensation used to exercise the option, in which
         event such option shall be exercised or shall lapse in whole or in part
         in accordance with the Participant's election.

         If a Participant fails to give such written notice to the Corporation,
         such Participant's option for the purchase of the shares of Stock will
         be exercised automatically on the termination date of that Phase,
         subject to the timely and appropriate receipt of any lump sum payment
         elected by such Participant. Except as otherwise provided for lump sum
         payments in Section 9.05, in no event shall a Participant be allowed to
         exercise an option for more shares of Stock than can be purchased with
         the payroll deductions accumulated or lump sum payment made by the
         Participant during such Phase, whether or not such amounts are less
         than the full percentage amount that such Participant elected to
         contribute at the beginning of such Phase.

9.05     DELIVERY OF SHARES. As promptly as practicable after the termination of
         any Phase, the Corporation's transfer agent or other authorized
         representative shall deliver to each Participant herein certificates
         for that number of whole shares of Stock purchased upon the exercise of
         the Participant's option. The Corporation may, in its sole discretion,
         arrange with the Corporation's transfer agent or other authorized
         representative to establish, at the direction of the Participant,
         individual securities accounts to which will be credited that number of
         whole shares of Stock that are purchased upon such exercise, such
         securities account to be subject to such terms and conditions as may be
         imposed by the transfer agent or authorized representative.

         The shares of the Corporation's common stock to be delivered to a
         Participant pursuant to the exercise of an option under Section 9.04 of
         the Plan will be registered in the name of the Participant or, if the
         Participant so directs by written notice to the Administrator prior to
         the termination date of the Phase, in the names of the Participant and
         one other person the Participant may designate as his joint tenant with
         rights of survivorship, to the extent permitted by law.

         Any accumulated payroll deductions or portion of a lump sum payment
         remaining after the exercise of the Participant's option shall be
         returned to the Participant, without interest, on the first paycheck
         issued for the payroll period which begins on or immediately after the
         commencement date of next Phase; provided, however, that the
         Corporation may, under rules of uniform application, retain such
         remaining amount in the Participant's bookkeeping account and apply it
         toward the purchase

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         of shares of Stock in the next succeeding Phase, unless the Participant
         requests a withdrawal of such amount pursuant to Section 10.01.

         If the Participant elected to make a lump sum payment and the final
         amount of such lump sum payment cannot be determined by the end of the
         Phase, the Corporation shall have the right to deduct from the first
         paycheck issued for the payroll period which begins on or immediately
         after the commencement date of the next Phase any amount that may
         remain due and payable for the shares of Stock purchased upon the
         exercise of the Participant's option.


                    ARTICLE X - WITHDRAWAL OR DISCONTINUATION

10.01    WITHDRAWAL. At any time during a Phase, a Participant may request a
         withdrawal of all accumulated payroll deductions, or during the last
         month of the Phase may request a withdrawal of all lump sum payments,
         then credited to the Participant's bookkeeping account by completing
         such forms as the Administrator may require and returning such forms to
         the Administrator on or before the date established by the
         Administrator. As soon as administratively feasible after the
         Administrator's receipt of such forms, all payroll deductions or lump
         sum payments credited to the bookkeeping account for the Participant
         during that Phase will be paid to such Participant, without interest.
         No further lump sum payments or payroll deductions will be made by or
         on behalf of the Participant in any Phase until the Participant
         completes a new Plan enrollment form as provided in Section 8.01 above.
         If, during a Phase, the Participant requests a withdrawal, the option
         granted to the Participant under that Phase of the Plan shall
         immediately lapse and shall not be exercisable. Partial withdrawals are
         not permitted, except as permitted in Section 9.04.

10.02    DISCONTINUATION. A Participant may also request that the Administrator
         discontinue any further payroll deductions that would otherwise be made
         during the remainder of the Phase by completing such forms as the
         Administrator may require and by returning such forms to the
         Administrator on or before the date established by the Administrator.
         The Participant's request shall be effective as of the beginning of the
         next payroll period immediately following the date that the
         Administrator receives such forms. Upon the effective date of the
         Participant's request, the Corporation will discontinue making payroll
         deductions for such Participant for that Phase.


                     ARTICLE XI - TERMINATION OF EMPLOYMENT

11.01    TERMINATION. If a Participant's employment terminates with the
         Corporation for any reason, voluntarily or involuntarily, including by
         reason of death, before the termination date of a Phase, the payroll
         deductions or lump sum payments credited to such Participant's
         bookkeeping account for such Phase, if any, will be returned to

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         the Participant (or, in the case of death, to the Participant's
         estate), without interest. If the Participant elected to make a lump
         sum payment at the end of the Phase and has not made such payment prior
         to termination of employment, such election shall terminate and shall
         be of no further force and effect. Any option granted to such
         Participant under the Plan shall immediately lapse and shall not be
         exercisable. The return of such payroll deductions or lump sum payments
         shall be made to the Participant (or to the Participant's estate) as
         soon as administratively practicable. In the event that such
         termination occurs near the end of a Phase and the Corporation is
         unable to discontinue payroll deductions for such Participant for his
         or her final paycheck(s), such deductions shall still be made but shall
         be returned to the Participant (or his or her estate) as provided
         herein. In no event shall the accumulated payroll deductions be used to
         purchase any shares of Stock.

         If the option lapses as a result of the Participant's death, any
         accumulated payroll deductions or lump sum payments credited to the
         Participant's bookkeeping account will be paid to the Participant's
         estate, without interest. In the event a Participant dies after
         exercise of the Participant's option but prior to delivery of the Stock
         to be transferred pursuant to the exercise of the option under Section
         9.04 above, any such Stock and/or accumulated payroll deductions or
         portions of lump sum payments remaining after such exercise shall be
         paid by the Corporation to the Participant's estate.

         The Corporation will not be responsible for or be required to give
         effect to the disposition of any cash or Stock or the exercise of any
         option in accordance with any will or other testamentary disposition
         made by such Participant or in accordance with the provisions of any
         law concerning intestacy, or otherwise. No person shall, prior to the
         death of a Participant, acquire any interest in any Stock, in any
         option or in the cash credited to the Participant's bookkeeping account
         during any Phase of the Plan.

11.02    CHANGE IN SUBSIDIARIES. In the event that any Subsidiary ceases to be a
         Subsidiary of the Corporation, the employees of such Subsidiary shall
         be considered to have terminated their employment for purposes of
         Section 11.01 hereof as of the date the Subsidiary ceased to be a
         Subsidiary of the Corporation.


                    ARTICLE XII - STOCK RESERVED FOR OPTIONS

12.01    SHARES RESERVED. Two Hundred Thousand (200,000) shares of Stock, which
         may be authorized but unissued shares of the Corporation (or the number
         and kind of securities to which said 200,000 shares may be adjusted in
         accordance with Section 14.01 hereof) are reserved for issuance upon
         the exercise of options to be granted under the Plan. Shares subject to
         the unexercised portion of any lapsed or expired option may again be
         subject to option under the Plan.

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12.02    NO RIGHTS AS SHAREHOLDER. The Participant shall have no rights as a
         shareholder with respect to any shares of Stock subject to the
         Participant's option until the date of the issuance of a stock
         certificate evidencing such shares as provided in Section 9.05. No
         adjustment shall be made for dividends (ordinary or extraordinary,
         whether in cash, securities or other property), distributions or other
         rights for which the record date is prior to the date such stock
         certificate is actually issued, except as otherwise provided in Section
         14.01 hereof.


                   ARTICLE XIII - ACCOUNTING AND USE OF FUNDS

13.01    BOOKKEEPING ACCOUNT. Payroll deductions and lump sum payments made by
         Participants shall be credited to bookkeeping accounts established by
         the Corporation for each such Participant under the Plan. A Participant
         may not make any other cash payments into such account. Such account
         shall be solely for bookkeeping purposes and shall not require the
         Corporation to establish any separate fund or trust hereunder. All
         funds from payroll deductions and lump sum payments received or held by
         the Corporation under the Plan may be used, without limitation, for any
         corporate purpose by the Corporation, which shall not be obligated to
         segregate such funds from its other funds. In no event shall
         Participants be entitled to interest on the amounts credited to such
         bookkeeping accounts.


                       ARTICLE XIV - ADJUSTMENT PROVISION

14.01    ADJUSTMENT OF SHARES FOR CERTAIN EVENTS. Subject to any required action
         by the shareholders of the Corporation, in the event of an increase or
         decrease in the number of outstanding shares of Stock or in the event
         the Stock is changed into or exchanged for a different number or kind
         of shares of stock or other securities of the Corporation or another
         corporation by reason of a reorganization, merger, consolidation,
         divestiture (including a spin-off), liquidation, recapitalization,
         reclassification, stock dividend, stock split, combination of shares,
         rights offering or any other change in the corporate structure or
         shares of the Corporation, the Board (or, if the Corporation is not the
         surviving corporation in any such transaction, the board of directors
         of the surviving corporation), in its sole discretion, shall adjust the
         number and kind of securities subject to and reserved under the Plan
         and, to prevent the dilution or enlargement of rights of those Eligible
         Employees to whom options have been granted, shall adjust the number
         and kind of securities subject to such outstanding options and, where
         applicable, the exercise price per share for such securities.

         In the event of the sale by the Corporation of substantially all of its
         assets and the consequent discontinuance of its business, or in the
         event of a merger, exchange,

<PAGE>


         consolidation, reorganization, divestiture (including a spin-off),
         liquidation, reclassification or extraordinary dividend (collectively
         referred to as a "transaction"), after which the Corporation is not the
         surviving corporation, the Board may, in its sole discretion, provide
         for one or more of the following:

         (a)      The acceleration of the exercisability of outstanding options
                  granted at the commencement of the Phase then in effect, to
                  the extent of the accumulated payroll deductions made as of
                  the date of such acceleration pursuant to Article 8 hereof,
                  and, with respect to those Participants who elected to make
                  lump sum payments, the opportunity to make all or a portion of
                  such payments for the exercise of their options;

         (b)      The complete termination of this Plan and a refund of amounts
                  credited to the Participants' bookkeeping accounts hereunder;
                  or

         (c)      The continuance of the Plan only with respect to completion of
                  the then current Phase and the exercise of options thereunder.
                  In the event of such continuance, Participants shall have the
                  right to exercise their options as to an equivalent number of
                  shares of stock of the corporation succeeding the Corporation
                  by reason of such transaction.

         In the event of a transaction where the Corporation survives, then the
         Plan shall continue in effect, unless the Board takes one or more of
         the actions set forth above. The grant of an option pursuant to the
         Plan shall not limit in any way the right or power of the Corporation
         to make adjustments, reclassifications, reorganizations or changes in
         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.


                   ARTICLE XV - NONTRANSFERABILITY OF OPTIONS

15.01    NONTRANSFERABLE. Options granted under any Phase of the Plan shall not
         be transferable and shall be exercisable only by the Participant during
         the Participant's lifetime. After the Participant's death, the option
         shall be exercisable only by the Participant's validly designated
         beneficiary or the representative of the Participant's estate as
         provided in Article XI.

15.02    ASSIGNMENT OF ACCOUNT PROHIBITED. Neither payroll deductions granted to
         a Participant's account, nor any rights with regard to the exercise of
         an option or to receive Stock under any Phase of the Plan may be
         assigned, transferred, pledged or otherwise disposed of in any way by
         the Participant. Any such attempted assignment, transfer, pledge or
         other disposition shall be null and void and without effect, except
         that the Corporation may, at its option, treat such act as an election
         to withdraw in accordance with Section 10.01.

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                     ARTICLE XVI - AMENDMENT AND TERMINATION

16.01    GENERAL. The Plan may be terminated at any time by the Board of
         Directors, provided that, except as permitted in Section 14.01 hereof,
         no such termination shall take effect with respect to any options then
         outstanding. The Board may, from time to time, amend the Plan as it may
         deem proper and in the best interests of the Corporation or as may be
         necessary to comply with Code Section 423, or any successor provision,
         or other applicable laws or regulations; provided, however, no such
         amendment shall, without the consent of a Participant, materially
         adversely affect or impair the right of a Participant with respect to
         any outstanding option; and provided, further, that no such amendment
         shall, unless the shareholders of the Corporation have approved the
         same, directly or indirectly:

         (a)      increase the total number of shares for which options may be
                  granted under the Plan (except as provided in Section 14.01
                  herein);

         (b)      modify the group of Subsidiaries whose employees may be
                  eligible to participate in the Plan or materially modify any
                  other requirements as to eligibility for participation in the
                  Plan; or

         (c)      materially increase the benefits accruing to Participants
                  under the Plan.


                             ARTICLE XVII - NOTICES

17.01    GENERAL. All notices, forms, elections or other communications in
         connection with the Plan or any Phase thereof shall be in such form as
         specified by the Corporation from time to time, and shall be deemed to
         have been duly given when received by the Participant or his or her
         personal representative or by the Corporation or its designated
         representative, as the case may be.