<PAGE>

                                                                   EXHIBIT 10.15


                       CHILDREN'S BROADCASTING CORPORATION

                             1994 STOCK OPTION PLAN


1.   PURPOSE

     The purpose of this Children's Broadcasting Corporation 1994 Stock
Option Plan (the "Plan") is to promote the interests of Children's
Broadcasting Corporation, a Minnesota corporation (the "Company"), by
providing employees of the Company and certain independent contractors with
an opportunity to acquire a proprietary interest in the Company and thereby
develop a stronger incentive to contribute to the Company's continued success
and growth.  In addition, the granting of stock options will assist the
Company in attracting and retaining key personnel of outstanding ability.

2.   DEFINITIONS

     Wherever used in the Plan, the following terms have the meanings set
forth below:

     2.1  "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and the rules and regulations promulgated thereunder.

     2.2  "Committee" means a committee of the Board of Directors of the
Company designated by such Board to administer the Plan and composed of not
less than two directors.  Beginning on the date the Company first registers
the Stock under Section 12 of the Securities Exchange Act of 1934, each
member of the Committee must be a "disinterested person" within the meaning
of Rule 16b-3.

     2.3  "Incentive Stock Option" or "ISO" means a stock option which is
intended to qualify as an incentive stock option as defined in Section 422 of
the Code.

     2.4  "Non-Statutory Stock Option" or "NSO" means a stock option that is
not intended to, or does not, qualify as an incentive stock option as defined
in Section 422 of the Code.

     2.5  "Option" means, where required by the context of the Plan, an ISO
or NSO granted pursuant to the Plan.

     2.6  "Optionee" means a Participant in the Plan who has been granted one
or more Options under the Plan.

     2.7  "Participant" means an individual described in Section 5 of this
Plan who may be granted Options under the Plan.

     2.8  "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934.

     2.9  "Stock" means the Common Stock, $.01 par value, of the Company.

     2.10 "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

                                     174
<PAGE>

in the unbroken chain owns 50% or more of the voting stock in one of the
other corporations in such chain.

3.   ADMINISTRATION

     3.1  The Plan shall be administered by the Committee, which shall have
full power, subject to the provisions and restrictions of the Plan, to grant
Options, construe and interpret the Plan, establish rules and regulations
with respect to the Plan and Options granted hereunder, and perform all other
acts, including the delegation of administrative responsibilities, that it
believes reasonable and necessary.

     3.2  The Committee shall have the sole discretion, subject to the
provisions of the Plan, to determine the Participants eligible to receive
Options pursuant to the Plan and the amount, type and terms of any Options
and the terms and conditions of option agreements relating to any Option.

     3.3  The Committee may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or in any Option granted hereunder in
the manner and to the extent it shall deem necessary to carry out the terms
of the Plan.

     3.4  Any decision made, or action taken, by the Committee arising out of
or in connection with the interpretation and administration of the Plan shall
be final, conclusive and binding upon all Optionees.

4.   SHARES SUBJECT TO THE PLAN

     4.1  NUMBER.  The total number of shares of Stock reserved for issuance
upon exercise of Options under the Plan is one million (1,000,000).  Such
shares shall consist of authorized but unissued Stock.  If any Option granted
under the Plan lapses or terminates for any reason before being completely
exercised, the shares covered by the unexercised portion of such Option may
again be made subject to Options under the Plan.

     4.2  CHANGES IN CAPITALIZATION.  In the event of any change in the
outstanding shares of Stock of the Company by reason of any stock dividend,
split, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares or rights offering to purchase stock at a price
substantially below fair market value, or other similar corporate change, the
aggregate number of shares which may be subject to Options under the Plan and
the terms of any outstanding Option, including the number and kind of shares
subject to such Options and the purchase price per share thereof, shall be
appropriately adjusted by the Committee, consistent with such change and in
such manner as the Committee, in its sole discretion, may deem equitable to
prevent substantial dilution or enlargement of the rights granted to or
available for Optionees. Notwithstanding the preceding sentence, in no event
shall any fraction of a share of Stock be issued upon the exercise of an
Option.

5.   ELIGIBLE PARTICIPANTS

     The following persons are Participants eligible to participate in the
Plan:

     5.1  INCENTIVE STOCK OPTIONS.  Incentive Stock Options may be granted
only to employees of the Company or any Subsidiary, including officers and
directors who are also employees of the Company or any Subsidiary.

                                     175
<PAGE>

     5.2  NON-STATUTORY STOCK OPTIONS.  Non-statutory stock options may be
granted to (i) any employee of the Company or any Subsidiary, including any
officer or director who is also an employee of the Company or any Subsidiary;
and (ii) any consultant to, or other independent contractor of, the Company
who is not a director of the Company.

6.   GRANT OF OPTIONS

     Subject to the terms, conditions and limitations set forth in this Plan,
the Company, by action of the Committee, may from time to time grant Options
to purchase shares of the Company's Stock to those eligible Participants as
may be selected by the Committee, in such amounts and on such other terms as
the Committee in its sole discretion shall determine.  Such Options may be
(i) "Incentive Stock Options" so designated by the Committee and which, when
granted, are intended to qualify as incentive stock options as defined in
Section 422 of the Code; (ii) "Non-Statutory Stock Options" so designated by
the Committee and which, when granted, are not intended to, or do not,
qualify as incentive stock options under Section 422 of the Code; or (iii) a
combination of both.  The date on which the Committee approves the granting
of an Option shall be the date of grant of such Option, unless a different
date is specified by the Committee on such date of approval.  Notwithstanding
the foregoing, with respect to the grant of any Incentive Stock Option under
the Plan, the aggregate fair market value of Stock (determined as of the date
the Option is granted) with respect to which Incentive Stock Options are
exercisable for the first time by an Optionee in any calendar year (under all
such stock option plans of the Company or Subsidiaries) shall not exceed
$100,000.  Each grant of an Option under the Plan shall be evidenced by a
written stock option agreement between the Company and the Optionee setting
forth the terms and conditions, not inconsistent with the Plan, under which
the Option so granted may be exercised pursuant to the Plan and containing
such other terms with respect to the Option as the Committee in its sole
discretion may determine.

7.   OPTION PRICE AND FORM OF PAYMENT

     7.1  The purchase price for a share of Stock subject to an Option
granted hereunder shall not be less than 100% of the fair market value of the
Stock. For purposes of this Section 7, the "fair market value" of the Stock
shall be determined as follows:

          (a)  if the Stock of the Company is listed or admitted to unlisted
     trading privileges on a national securities exchange, the fair market
     value on any given day shall be the closing sale price for the Stock,
     or if no sale is made on such day, the closing bid price for such day
     on such exchange;

          (b)  if the Stock is not listed or admitted to unlisted trading
     privileges on a national securities exchange, the fair market value on
     any given day shall be the closing sale price for the Stock as reported
     on any NASDAQ market on such day, or if no sale is made on such day,
     the closing bid price for such day as entered by a market maker for the
     Stock;

          (c)  if the Stock is not listed on a national securities exchange,
     is not admitted to unlisted trading privileges on any such exchange and
     is not eligible for inclusion in any NASDAQ market, the fair market
     value on any given day shall be the average of the closing
     representative bid and asked prices as reported by such other publicly
     available compilation of the bid and asked prices of the Stock in any
     over-the-counter market on which the Stock is traded; or

          (d)  if there exists no public trading market for the Stock, the
     fair market value on any given day shall be an amount determined in
     good faith by the Committee in such manner

                                     176
<PAGE>

     as it may reasonably determine in its discretion, provided that such
     amount shall not be less than the book value per share as reasonably
     determined by the Committee as of the date of determination or less
     than the par value of the Stock.

Notwithstanding the foregoing, in the case of an Incentive Stock Option
granted to any Optionee then owning more than 10% of the voting power of all
classes of the Company's stock, the purchase price per share of the Stock
subject to such Option shall not be less than 110% of the fair market value
of the Stock on the date of grant of the Incentive Stock Option, determined
as provided above.

     7.2  Except as provided herein, the purchase price of each share of
Stock purchased upon the exercise of any Option shall be paid:

          (a)  in United States dollars in cash or by check, bank draft or
     money order payable to the order of the Company; or

          (b)  at the discretion of the Committee, through the delivery of
     shares of Stock valued at fair market value at the time the Option is
     exercised (as determined in the manner provided under this Plan); or

          (c)  at the discretion of the Committee, by a combination of both
     (a) and (b) above; or

          (d)  by such other method as may be permitted in the written stock
     option agreement between the Company and the Optionee.

If such form of payment is permitted, the Committee shall determine
procedures for tendering Stock as payment upon exercise of an Option and may
impose such additional limitations and prohibitions on the use of Stock as
payment upon the exercise of an option as it deems appropriate.  If the
Committee in its sole discretion so agrees, the Company may finance the
amount payable by an Optionee upon exercise of any Option upon such terms and
conditions as the Committee may determine at the time such Option is granted
under this Plan.

8.   EXERCISE OF OPTIONS

     8.1  MANNER OF EXERCISE.  An Option, or any portion thereof, shall be
exercised by delivering a written notice of exercise to the Company and
paying to the Company the full purchase price of the Stock to be acquired
upon the exercise of the Option.  Until certificates for the Stock acquired
upon the exercise of an Option are issued to an Optionee, such Optionee shall
not have any rights as a shareholder of the Company with respect to such
Stock.

     8.2  LIMITATIONS AND CONDITIONS ON EXERCISE OF OPTIONS.  In addition to
any other limitations or conditions contained in this Plan or that may be
imposed by the Committee from time to time or in the stock option agreement
to be entered into with respect to Options granted hereunder, the following
limitations and conditions shall apply to the exercise of Options granted
under this Plan:

          8.2.1 No Incentive Stock Option may be exercisable by its terms
     after the expiration of 10 years from the date of the grant thereof.

          8.2.2 No Incentive Stock Option granted pursuant to the Plan to an
     eligible Participant then owning more than 10% of the voting power of
     all classes of the Company's

                                     177
<PAGE>

     stock may be exercisable by its terms after the expiration of five years
     from the date of the grant thereof.

          8.2.3 To the extent required to comply with Rule 16b-3, Stock
     acquired upon exercise of an Option granted under to the Plan may not
     be sold or otherwise disposed of for a period of six months from the
     date of grant of the Option.

9.   INVESTMENT PURPOSES

     9.1  Unless a registration statement under the Securities Act of 1933 is
in effect with respect to Stock to be purchased upon exercise of Options to
be granted under the Plan, the Company shall require that an Optionee agree
with and represent to the Company in writing that he or she is acquiring such
shares of Stock for the purpose of investment and with no present intention
to transfer, sell or otherwise dispose of such shares of Stock other than by
transfers which may occur by will or by the laws of descent and distribution,
and no shares of Stock may be transferred unless, in the opinion of counsel
to the Company, such transfer would be in compliance with applicable
securities laws.  In addition, unless a registration statement under the
Securities Act of 1933 is in effect with respect to the Stock to be purchased
under the Plan, each certificate representing any shares of Stock issued to
an Optionee hereunder shall have endorsed thereon a legend in substantially
the following form:

     THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT
     REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
     "ACT") AND WITHOUT REGISTRATION UNDER ANY APPLICABLE STATE
     SECURITIES LAWS, IN RELIANCE UPON EXEMPTION(S) CONTAINED THEREIN.
     NO TRANSFER OF THESE SHARES OR ANY INTEREST THEREIN MAY BE MADE
     EXCEPT PURSUANT TO EFFECTIVE REGISTRATION STATEMENTS UNDER SUCH
     LAWS UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
     SATISFACTORY TO IT THAT SUCH TRANSFER OR DISPOSITION DOES NOT
     REQUIRE REGISTRATION UNDER SUCH LAWS AND, FOR ANY SALES UNDER RULE
     144 OF THE ACT, SUCH EVIDENCE AS IT SHALL REQUEST FOR COMPLIANCE
     WITH THAT RULE, OR APPLICABLE STATE SECURITIES LAWS.

10.  TRANSFERABILITY OF OPTIONS

     No Option granted under the Plan shall be transferable by an Optionee
(whether by sale, assignment, hypothecation or otherwise) other than by will
or the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined under the Code or Title I of the Employee
Retirement Income Security Act, or the rules thereunder.  An Option shall be
exercisable during the Optionee's lifetime only by the Optionee or, if
permissible under applicable law, by the Optionee's guardian or legal
representative.

11.  TERMINATION OF OPTIONS

     11.1 GENERALLY.  Except as otherwise provided in this Section 11, if an
Optionee's employment with the Company or Subsidiary is terminated
(hereinafter "Termination") other than by death or Disability (as hereinafter
defined), the Optionee may exercise any Option granted under the Plan, to the
extent the Optionee was entitled to exercise the Option at the date of
Termination, for a period of three months after the date of Termination or
until the term of the Option has expired, whichever date is earlier.

                                     178
<PAGE>

     11.2 DEATH OR DISABILITY OF OPTIONEE.  In the event of the death or
Disability of an Optionee prior to expiration of an Option held by him or
her, the follow ing provisions shall apply:

          11.2.1 If the Optionee is at the time of his or her Disability
     employed by the Company or a Subsidiary and has been in continuous
     employment (as determined by the Committee in its sole discretion) since
     the date of grant of the Option, then the Option may be exercised by the
     Optionee until the earlier of one year following the date of such
     Disability or the expiration date of the Option, but only to the extent
     the Optionee was entitled to exercise such Option at the time of his or
     her Disability.  For the purpose of this Section 11, the term
     "Disability" shall mean a permanent and total disability as defined in
     Section 22(e)(3) of the Code.  The determination of whether an Optionee
     has a Disability within the meaning of Section 22(e)(3) shall be made
     by the Committee in its sole discretion.

          11.2.2 If the Optionee is at the time of his or her death employed by
     the Company or a Subsidiary and has been in continuous employment (as
     determined by the Committee in its sole discretion) since the date of
     grant of the Option, then the Option may be exercised by the Optionee's
     estate or by a person who acquired the right to exercise the Option by
     will or the laws of descent and distribution, until the earlier of  one
     year from the date of the Optionee's death or the expiration date of
     the Option, but only to the extent the Optionee was entitled to
     exercise the Option at the time of death.

          11.2.3 If the Optionee dies within three months after Termination, the
     Option may be exercised until the earlier of nine months following the
     date of death or the expiration date of the Option, by the Optionee's
     estate or by a person who acquires the right to exercise the Option by
     will or the laws of descent or distribution, but only to the extent the
     Optionee was entitled to exercise the Option at the time of Termination.

     11.3  TERMINATION FOR CAUSE.  If the employment of an Optionee is
terminated by the Company or a Subsidiary for cause, then the Committee shall
have the right to cancel any Options granted to the Optionee under the Plan.

     11.4  SUSPENSION OR TERMINATION FOR MISCONDUCT.  If the Committee
reasonably believes that an Optionee has committed an act of misconduct, it
may suspend the Optionee's right to exercise any Option pending a
determination by the Committee.  If the Committee determines that an Optionee
has committed an act of embezzlement, fraud, dishonesty, nonpayment of an
obligation owed to the Company, breach of fiduciary duty or deliberate
disregard of the Company's rules resulting in loss, damage or injury to the
Company, or if an Optionee makes an unauthorized disclosure of any Company
trade secret or confidential information, engages in any conduct constituting
unfair competition with respect to the Company or induces any party to breach
a contract with the Company, neither the Optionee nor the Optionee's estate
shall be entitled to exercise any Option whatsoever.  In making such
determination, the Committee shall act fairly and shall give the Optionee an
opportunity to appear and present evidence on the Optionee's behalf at a
hearing before the Committee.

12.  CHANGE IN CONTROL PROVISIONS

     12.1 IMPACT OF EVENT.  Notwithstanding any other provision of the Plan
to the contrary, in the event of a Change in Control (as defined in 12.2),
any Options outstanding as of the date such Change in Control is determined
to have occurred and not then exercisable and vested shall become fully
exercisable and vested in the full extent of the original grant.

                                     179
<PAGE>

     12.2 DEFINITION OF CHANGE IN CONTROL.  For purposes of the Plan, a
"Change in Control" shall mean the happening of any of the following events:

          (a)  The acquisition by any individual, entity or group (within
     the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
     "Person") of beneficial ownership (within the meaning of Rule 13d-3
     promulgated under the Exchange Act) of thirty percent (30%) or more of
     either (1) the then outstanding shares of Common Stock of the Company
     or (2) the combined voting power of the then outstanding voting
     securities of the Company entitled to vote generally in the election of
     directors; provided, however, that the following acquisitions shall not
     constitute a Change in Control: (1) any acquisition directly from the
     Company; (2) any acquisition by the Company; (3) any acquisition by a
     Person including the participant or with whom or with which the
     participant is affiliated; (4) any acquisition by a Person or Persons
     one or more of which is a member of the Board or an officer of the
     Company or an affiliate of any of the foregoing on the Effective Date,
     (5) any acquisition by any employee benefit plan (or related trust)
     sponsored or maintained by the Company or any corporation controlled by
     the Company; or (6) any acquisition by any corporation pursuant to a
     transaction described in clauses (A), (B) and (C) of paragraph (c) of
     this Section 12.2; or

          (b)  During any period of twenty-four (24) consecutive months,
     individuals who, as of the beginning of such period, constituted the
     entire Board cease for any reason to constitute at least a majority of
     the Board, unless the election, or nomination for election, by the
     Company's stockholders, of each new director was approved by a vote of
     at least two-thirds (2/3) of the Continuing Directors, as hereinafter
     defined, in office on the date of such election or nomination for
     election for the new director.  For purposes hereof, "Continuing
     Director" shall mean:

               (i)  any member of the Board at the close of business on the
          Effective Date; or

               (ii) any member of the Board who succeeded any Continuing
          Director described in clause (1) above if such successor's
          election, or nomination for election, by the Company's
          stockholders, was approved by a vote of at least two-thirds (2/3)
          of the  Continuing Directors then still in office.  The term
          "Continuing Director" shall not, however, include any individual
          whose initial assumption of office occurs as a result of either an
          actual or threatened election contest (as such term is used in
          Rule 14a-11 of Regulation 14A of the Exchange Act) or other actual
          or threatened solicitation of proxies or consents by or on behalf
          of a person other than the Board.

          (c)  Approval by the stockholders of the Company of a
     reorganization, merger or consolidation, in each case, unless,
     following such reorganization, merger or consolidation, (A) more than
     60% of the then outstanding securities having the right to vote in the
     election of directors of the corporation resulting from such
     reorganization, merger or consolidation is then beneficially owned,
     directly or indirectly, by all or substantially all of the individuals
     and entities who were the beneficial owners of the outstanding
     securities having the right to vote in the election of directors of the
     Company immediately prior to such reorganization, merger or
     consolidation, (B) no Person (excluding the Company, any employee
     benefit plan (or related trust) of the Company or such corporation
     resulting from such reorganization, merger or consolidation and any
     Person beneficially owning, immediately prior to such reorganization,
     merger or consolidation, directly or indirectly, 30% or more of the
     then outstanding securities having the right to vote in the election of
     directors of the Company) beneficially owns, directly or indirectly,
     30% or more of the then outstanding securities having the right to vote
     in the

                                     180
<PAGE>

     election of the corporation resulting from such reorganization, merger or
     consolidation, and (C) at least a majority of the members of the board of
     directors of the corporation resulting from such reorganization, merger are
     Continuing Directors at the time of the execution of the initial agreement
     providing for such reorganization, merger or consolidation; or

          (d)  Approval by the stockholders of the Company of (A) a complete
     liquidation or dissolution of the Company or (B) the sale or other
     disposition of all or substantially all of the assets of the Company,
     other than to a corporation, with respect to which following such sale
     or other disposition, (1) more than 60% of the then outstanding
     securities having the right to vote in the election of directors of
     such corporation is then beneficially owned, directly or indirectly, by
     all or substantially all of the individuals and entities who were the
     beneficial owners of the outstanding securities having the right to
     vote in the election of directors of the Company immediately prior to
     such sale or other disposition of such outstanding securities, (2) no
     Person (excluding the Company and any employee benefit plan (or related
     trust) of the Company or such corporation and any Person beneficially
     owning, immediately prior to such sale or other disposition, directly
     or indirectly, 30% or more of the outstanding securities having the
     right to vote in the election of directors of the Company) beneficially
     owns, directly or indirectly, 30% or more of the then outstanding
     securities having the right to vote in the election of directors of such
     corporation and (3) at least a majority of the members of the board of
     directors of such corporation are Continuing Directors at the time of the
     execution of the initial agreement or action of the Board providing for
     such sale or other disposition of assets of the Company.

     12.3 CHANGE IN CONTROL PRICE.  For purposes of the Plan, "Change in
Control Price" means the highest price per share (i) paid in any transaction
reported on the New York Stock Exchange Composite or other national exchange
on which such shares are listed or on NASDAQ, or (ii) paid or offered in any
bona fide transaction related to a potential or actual Change in Control of
the Company at any time during the preceding sixty (60) day period as
determined by the Committee.

13.  AMENDMENT AND TERMINATION OF PLAN

     13.1 The Committee may at any time, and from time to time, suspend or
terminate the Plan in whole or in part or amend it from time to time in such
respects as may be in the best interests of the Company; provided, however,
that no such amendment shall be made without the approval of the shareholders
if it would:  (a) materially modify the eligibility requirements for
Participants as set forth in Section 5 hereof; (b) increase the maximum
aggregate number of shares of Stock which may be issued pursuant to Options,
except in accordance with Section 4.2 hereof; (c) reduce the minimum Option
price per share as set forth in Section 7 hereof, except in accordance with
Section 4.2 hereof; (d) extend the period of granting Options; or (e)
materially increase in any other way the benefits accruing to Optionees.

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

     13.3 The Committee may amend the Plan, subject to the limitations cited
above, in such manner as it deems necessary to permit the granting of
Incentive Stock Options meeting the requirements of future amendments to the
Code.

                                     181
<PAGE>

     13.4 In the event of the proposed dissolution or liquidation of the
Company, each Option will terminate immediately prior to the consummation of
such proposed action, unless otherwise provided by the Committee.  The
Committee may, in the exercise of its sole discretion in such instance,
declare that any Option shall terminate as of a date fixed by the Committee
and give each Optionee the right to exercise his or her Option as to all or
any part of the Option, including Stock as to which the Option would not
otherwise be exercisable.  In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, the Option shall be assumed or an
equivalent option shall be substituted by such successor corporation or a
parent or subsidiary of such successor corporation, unless the Committee
determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, that the Optionee shall have the right to
exercise the Option in full including Stock as to which the Option would not
otherwise be exercisable.  If the Committee makes an Option fully exercisable
in lieu of assumption or substitution in the event of a merger or sale of
assets, the Committee shall notify the Optionee that the Option shall be
fully exercisable for a period of 15 days from the date of such notice, and
the Option shall terminate upon the expiration of such period.

14.  MISCELLANEOUS PROVISIONS

     14.1 NO RIGHT TO CONTINUED EMPLOYMENT.  No person shall have any claim
or right to be granted an Option under the Plan, and the grant of an Option
under the Plan shall not be construed as giving an Optionee the right to
continued employment with the Company.  The Company further expressly
reserves the right at any time to dismiss an Optionee or reduce an Optionee's
compensation with or without cause, free from any liability, or any claim
under the Plan, except as provided herein or in a stock option agreement.

     14.2 TRANSFER OF STOCK AND PAYMENT OF WITHHOLDING TAXES.  The Company
shall have the right to require that payment or provision for payment of any
and all withholding taxes due upon the grant or exercise of an Option
hereunder or the disposition of any Stock or other property acquired upon
exercise of an Option be made by an Optionee.  Stock acquired upon exercise
of an Incentive Stock Option may not be disposed of by the Optionee before
the later of two years from the date of grant or one year from the date of
exercise, unless adequate provision is made for payment to the Company of
funds sufficient for payment of any withholding and other taxes required by
any governmental authority in respect of the disposition of such Stock.  The
Company may place a legend on certificates restricting the transfer of Stock
issued pursuant to Incentive Stock Options in order to obtain compliance with
tax withholding requirements. The Committee shall have the right to establish
such other rules and regulations or impose such other terms and conditions in
any agreement relating to an Option granted hereunder with respect to tax
withholding as the Committee may deem necessary and appropriate.

     14.3 GOVERNING LAW.  The Plan shall be administered in the State of
Minnesota, and the validity, construction, interpretation and administration
of the Plan and all rights relating to the Plan shall be determined solely in
accordance with the laws of such state, unless controlled by applicable
federal law, if any.

15.  EFFECTIVE DATE

     The effective date of the Plan is March 18, 1994.  No Option may be
granted on or after March 18, 2004; provided, however, that all outstanding
Options shall remain in effect until such outstanding Options have expired or
been canceled. This Plan shall become effective upon its approval and
adoption by the shareholders of the Company on or before March 18, 1995.

                                     182