EXHIBIT 4.1




                               INTER-CON/PC, INC.
             2000 NON-EMPLOYEE DIRECTORS AND CONSULTANTS STOCK PLAN

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TABLE OF CONTENTS


SECTION   CONTENTS                                                          PAGE
-------   --------                                                          ----

1.        General Purpose of Plan; Definitions..............................  1

2.        Administration....................................................  2

3.        Stock Subject to Plan.............................................  3

4.        Eligibility.......................................................  3

5.        Stock Options.....................................................  3

6.        Restricted Stock..................................................  5

7.        Transfer, Leave of Absence, Etc. .................................  6

8.        Amendments and Termination........................................  7

9.        Unfunded Status of Plan...........................................  7

10.       General Provisions................................................  7

11.       Effective Date of Plan............................................  8

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                               INTER-CON/PC, INC.
             2000 NON-EMPLOYEE DIRECTORS AND CONSULTANTS STOCK PLAN


     SECTION 1. General Purpose of Plan; Definitions.

     The name of this plan is the Inter-Con/PC, Inc. 2000 Non-employee Directors
and Consultants Stock Plan (the "Plan"). The purpose of the Plan is to enable
Inter-Con/PC, Inc. (the "Company") to retain and attract Non-employee 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.   "Agreement" means an agreement by and between the Company and an
          optionee or recipient of restricted stock under the Plan setting forth
          the terms and conditions of the option or award.

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

     c.   "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.

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

     e.   "Committee" means the Committee referred to in Section 2 of the Plan.
          If at any time no Committee is in office, then the functions of the
          Committee specified in the Plan shall be exercised by the Board.

     f.   "Consultant" means any person, including an advisor, engaged by the
          Company or any Parent Corporation or Subsidiary of the Company to
          provide services, who is not an employee of the Company or any Parent
          Corporation or Subsidiary of the Company. A Non-Employee Director may
          serve as a Consultant. However, a Consultant shall not include any
          individual whose services relates to or is in connection with any
          capital raising activity or the promotion or maintenance, whether
          directly or indirectly, of a market for the Company's securities.

     g.   "Company" means Inter-Con/PC Inc., a corporation organized under the
          laws of the State of Minnesota (or any successor corporation).

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

     i.   "Fair Market Value" of Stock on any given date shall be determined by
          the Committee as follows: (a) if the Stock is listed for trading on
          one or more national securities exchanges, or is traded on the Nasdaq
          Stock Market or the Nasdaq Small Cap Market, the last reported sales
          price on such principal exchange or the Nasdaq Stock Market or Nasdaq
          Small Cap Market on the date in question, or if such Stock has not
          been traded on such principal exchange on such date, the last reported
          sales price on such principal exchange or the Nasdaq Stock Market or
          Nasdaq Small Cap Market on the first day prior thereto on which such
          Stock was so traded; or (b) if the Stock is not listed for trading on
          a national securities exchange or the Nasdaq Stock Market or the
          Nasdaq Small Cap Market, but is traded in the over-the-counter market,
          including the Nasdaq OTC Bulletin Board System and the "Pink Sheets",
          the closing bid price for such Stock on the date in question, or if
          there is no such bid price for such Stock on such date, the closing
          bid price on the first day prior thereto on which such price existed;
          or (c) if neither (a) or (b) is applicable, by any means fair and
          reasonable by the Committee, which determination shall be final and
          binding on all parties.


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     j.   "Non-Employee Director" means a "Non-Employee Director" within the
          meaning of Rule 16b-3(b)(3) under the Securities Exchange Act of 1934.

     k.   "Non-Qualified Stock Option" means any Stock Option granted under this
          plan.

     l.   "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; (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; (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.

     m.   "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.

     n.   "Restricted Stock" means an award of shares of Stock that are subject
          to restrictions under Section 6 below.

     o.   "Retirement" means Normal Retirement or Early Retirement.

     p.   "Stock" means the Common Stock, no par value, of the Company.

     q.   "Stock Option" means any option to purchase shares of Stock granted
          pursuant to Section 5 below.

     r.   "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, if available,
by a Committee of at least two directors, all of whom shall be Non-Employee
Directors and Outside Directors, who shall serve at the pleasure of the Board.

     The Committee shall, subject to Section 4, have the power and authority to
grant Stock Options and Restricted Stock to eligible individuals, pursuant to
the terms of the Plan.

     In particular, the Committee shall have the authority:

     (i)    to select the optionees and participant, to whom Stock Options or
            Restricted Stock, may from time to time be granted hereunder;

     (ii)   to determine whether and to what extent Stock Options or Restricted
            Stock are to be granted hereunder;

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

     (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 and/or the
            shares of Stock relating thereto); and


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     (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 officers of the Company the authority to exercise the powers
specified in paragraphs (i), (ii), (iii), (iv) and (v).

     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 any Plan
participants.

     SECTION 3. Stock Subject to Plan.

     (a)  The total number of shares of Stock reserved and available for
          distribution under the Plan shall be 3,000,000. Such may consist, in
          whole or in part, of authorized and unissued shares.

     (b)  If any shares that have been optioned cease to be subject to Stock
          Options, or if any shares subject to any Restricted 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. Upon a stock-for-stock exercise of a Stock Option or
          the withholding of Stock for the payment of the option price or taxes,
          only the net number of shares issued to the optionee shall be used to
          calculate the number of shares remaining available for distribution
          under the Plan.

     (c)  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 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.

     SECTION 4. Eligibility.

     Non-Employee Directors and Consultants who are responsible for or
contribute to the management, growth and/or profitability of the business of the
Company, its Parents or Subsidiaries are eligible to be granted Stock Options or
Restricted 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.

     SECTION 5. Stock Options.

     Any Stock Option granted under the Plan shall be in such form and upon such
terms and conditions as the Committee may from time to time approve. The
Committee shall have the authority to grant any eligible optionee Stock Options.
In addition, subject to the restrictions contained in this Plan and applicable
law, the Committee shall have the authority to modify the terms and conditions
of any previously granted Stock Option.

     The Stock Options granted under the Plan are Non-Qualified Stock Options.
No Options shall be granted under the Plan after August 10, 2010.

     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.


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     (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.

     (b)  Option Term. The term of each Stock Option shall be fixed by the
          Committee.

     (c)  Exercisability. Stock Options shall be exercisable at such time or
          times as determined by the Committee at or after grant, subject to the
          restrictions stated in Paragraph 5(b) above. In the event that the
          Committee does not determine the time at which a Stock Option shall be
          exercisable, such Stock Option shall be exercisable one year after the
          date of 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. 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 award agreement or consulting agreement of an
          individual receiving a Stock Option provides otherwise, any Stock
          Option granted under this Plan shall be exercisable in full, without
          regard to any installment exercise or vesting 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 any 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 all or substantially all of the assets of the
          Company or the acquisition of beneficial ownership of 50% or more of
          the outstanding stock of the Company. The grant of an 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, in its sole discretion, at the
          time of grant or exercise, payment in full or in part may also be made
          in the form of Stock already owned by the optionee (based, in each
          case, on the Fair Market Value of the Stock on the date the option is
          exercised). If the terms of an option so permit, 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
          (Fair Market Value less exercise price) 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 right 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 10.

     (e)  Non-transferability of Options. No Stock Option shall be transferable
          by the optionee other 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 service with the Company or any
          Subsidiary or Parent Corporation terminates by reason of death, any
          Stock Option may thereafter be exercised, to the extent then
          exercisable (or on such accelerated basis as the Committee shall
          determine at or after grant), by the legal representative of the
          estate or by the legatee of the optionee under the will of the
          optionee, for a period of twelve months (or such shorter period as the
          Committee shall specify at grant) from the date of such death or until
          the expiration of the stated term of the option, whichever period is
          shorter.


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     (g)  Termination by Reason of Disability. If an optionee's service with 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 (or on such accelerated basis as the
          Committee shall determine at or after grant), but may not be exercised
          after one year (or such shorter period as the Committee shall specify
          at grant) from the date of such termination or the expiration of the
          stated term of the option, whichever period is shorter.

     (h)  Other Termination. Unless otherwise determined by the Committee, if an
          optionee's service with the Company and any Subsidiary or Parent
          Corporation terminates for any reason other than death, Disability or
          Retirement, the Stock Option may be exercised to the extent it was
          exercisable at such termination, for the lesser of three months from
          the date of termination or the balance of the option's term, whichever
          period is shorter, except that if the optionee is terminated for Cause
          by the Company or any Subsidiary or Parent Corporation, the Stock
          Option shall thereupon terminate immediately.

     (i)  Extension of Exercise Period. At any time prior to or upon an
          optionee's termination of service by reason of death, Disability or
          other termination, other than termination for Cause by the Company or
          any Subsidiary or Parent Corporation, then the Committee, in its sole
          discretion, may extend the exercise period for part or all of the
          Stock Option, for any additional term which the Committee determines
          is in the best interest of the Company.

     (j)  Replacement Options. In the event of a merger, consolidation,
          acquisition, separation, reorganization or similar occurrence, where
          the Company will be the surviving entity, the Committee, at its sole
          discretion, may assume or issue Stock Options under this plan to
          replace existing Stock Options of the acquired entity. The replacement
          options shall have an option price in which the excess of the
          aggregate Fair Market Value of the shares subjected to the option
          immediately after the replacement over the aggregate option price of
          such shares is not more than the excess of the aggregate Fair Market
          Value of all shares subject to the option immediately before such
          replacement over the aggregate option price of such shares. The
          Committee has discretion to issue replacement Stock Options whose
          terms conform with those of the existing Stock Options of the acquired
          company even if such terms conflict with the terms provided in this
          plan. The Committee shall not, in any event, issue replacement options
          which give the optionee's of the acquired company any additional
          benefits not then existing under their original Stock Options.

     SECTION 6. 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 Consultants of the Company or any Parent or
          Subsidiary Corporation 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.

     (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
                  representing 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:

                        The transferability of this certificate and the shares
                        of stock represented hereby are subject to the terms and
                        conditions (including forfeiture) of the Inter-Con/PC,
                        Inc. 2000 Non-


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                        employee Directors and Consultants Stock Plan and an
                        Agreement entered into between the registered owner and
                        Inter-Con/PC, Inc. Copies of such Plan and Agreement are
                        on file in the offices of Inter-Con/PC, Inc., 7667
                        Equitable Drive, Suite 101, Eden Prairie, MN 55344.

          (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 6, 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 10). 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 any award agreement or consulting
                  agreement and paragraph (c)(iv) of this Section 6, upon
                  termination of service for any reason during the Restriction
                  Period, all shares still subject to restriction shall be
                  immediately forfeited by the participant.

          (iv)    In the event of special hardship circumstances of a
                  participant whose service 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 the foregoing, unless the Restricted Stock
                  Award or consulting agreement of an individual receiving a
                  Restricted Stock Award provides otherwise, the restrictions
                  and conditions of a Restricted Stock Award shall lapse within
                  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 any
                  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 all or substantially all of
                  the assets of the Company or 50% or more of the outstanding
                  stock of the Company. The grant of a Restricted Stock Award
                  pursuant to the Plan shall not limit in any way the right or
                  power of the Company to make adjustments, reclassification,
                  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.

     SECTION 7. Transfer, Leave of Absence, Etc.

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


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     (a)  a transfer of a participant from the Company to 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 participant's right to continued
          service is guaranteed either by a statute or by contract, and provided
          that, in the case of any leave of absence, the participant returns to
          work within 30 days after the end of such leave.

     SECTION 8. Amendments and Termination.

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

     The Committee may amend the terms of any award or option theretofore
granted, prospectively or retroactively, but no such amendment shall impair the
rights of any holder without his or her consent except to the extent authorized
under the Plan. The Committee may also substitute new Stock Options for
previously granted options, including previously granted options having higher
option prices.

     SECTION 9. 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 10. 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, 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 placed on
          any such certificates to make appropriate reference to such
          restrictions.

     (b)  Subject to paragraph (d) below, recipients of Restricted Stock 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
          Non-employee Director or Consultant of the Company or any Subsidiary


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          any right to continued service with the Company or any Parent or
          Subsidiary Corporation, as the case may be, nor shall it interfere in
          any way with the right of the Company or any Parent or Subsidiary
          Corporation to terminate the engagement of any of its Non-employee
          Directors or Consultants 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 or any Parent or Subsidiary
          Corporation 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 10(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 service for any reason any
          shares that the 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 service 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 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).

     SECTION 11. Effective Date of Plan.

     The Plan is effective August 11, 2000. The offering of the shares hereunder
shall be also subject to the effecting by the Company of any registration or
qualification of the shares under any federal or state law or the obtaining of
the consent or approval of any governmental regulatory body which the Company
shall determine, in its sole discretion, is necessary or desirable as a
condition to or in connection with, the offering or the issue or purchase of the
shares covered thereby. The Company shall make every reasonable effort to effect
such registration or qualification or to obtain such consent or approval.

-------------------------

Adopted by the Board of Directors on August 11, 2000, as amended on December 4,
2000.


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