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                                                                  EXHIBIT 10.26

                                 NASH-FINCH COMPANY
                        1999 EMPLOYEE STOCK PURCHASE PLAN

1.      PURPOSE.

        The purpose of this 1999 Employee Stock Purchase Plan (the "Plan") is
to advance the interests of Nash-Finch Company ("the Company") and its
stockholders by allowing eligible employees of the Company and its
Participating Subsidiaries to use payroll deductions to acquire shares of the
Company's Common Stock on favorable terms. The Company intends that the Plan
qualify as an "employee stock purchase plan" under Section 423 of the Code.
Accordingly, provisions of the Plan will be construed so as to extend and
limit participation in a manner consistent with the requirements of Section
423 of the Code.

2.      DEFINITIONS.

        2.1  "BOARD" means the Board of Directors of the Company.

        2.2  "CHANGE IN CONTROL" means an event described in Section 9.1 of
the Plan.

        2.3  "CODE" means the Internal Revenue Code of 1986, as amended.

        2.4  "COMMITTEE" means the group of individuals administering the
Plan, as provided in Section 3 of the Plan.

        2.5  "COMMON STOCK" means the common stock, par value $1.66-2/3 per
share, of the Company, or the number and kind of shares of stock or other
securities into which such common stock may be changed in accordance with
Section 4.3 of the Plan.

        2.6  "COMPENSATION" means all gross cash compensation (including
wage, salary, incentive, bonus and overtime earnings) paid by the Company or
any Participating Subsidiary to a Participant, including amounts that would
have constituted compensation but for a Participant's election to defer or
reduce compensation pursuant to any deferred compensation, cafeteria, capital
accumulation or any other similar plan of the Company; provided, however,
that the Committee, in its sole discretion, may expand or limit the amounts
that will be deemed compensation for purposes of the Plan in such manner as
it deems appropriate.

        2.7  "ELIGIBLE EMPLOYEE" means any employee of the Company or a
Participating Subsidiary (other than an employee whose customary employment
with the Company or a Participating Subsidiary is for 20 hours or less per
week or five months or less per calendar year) who, with respect to any
Offering Period, has been continuously employed by the Company or a
Participating Subsidiary for at least three months prior to the Offering
Commencement Date for such Offering Period. With respect to a Subsidiary that
has been acquired by the Company and designated as a Participating Subsidiary
or a Subsidiary that is otherwise subsequently designated by the Committee as
a Participating Subsidiary, the period of employment of employees of such
Participating Subsidiary occurring prior to the time of such acquisition or
designation will be included for purposes of determining whether an employee
has been employed for the requisite period of time under the Plan.

        2.8  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

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        2.9  "FAIR MARKET VALUE" means, with respect to the Common Stock, as
of any date (or, if no shares were traded or quoted on such date, as of the
next preceding date on which there was such a trade or quote) (a) the mean
between the reported high and low sale prices of the Common Stock if the
Common Stock is listed, admitted to unlisted trading privileges or reported
on any foreign or national securities exchange or on the Nasdaq National
Market or an equivalent foreign market on which sale prices are reported; (b)
if the Common Stock is not so listed, admitted to unlisted trading privileges
or reported, the closing bid price as reported by the Nasdaq SmallCap Market,
OTC Bulletin Board, National Quotation Bureau, Inc. or other comparable
service; or (c) if the Common Stock is not so listed or reported, such price
as the Committee determines in good faith in the exercise of its reasonable
discretion.

        2.10  "OFFERING COMMENCEMENT DATE" means the first day of an Offering
Period.

        2.11  "OFFERING PERIOD" means any of the offerings to Participants of
Options under the Plan, each continuing for six months, as described in
Section 6 of the Plan.

        2.12  "OFFERING TERMINATION DATE" means the last day of an Offering
Period.

        2.13  "OPTION" means a right to purchase shares of Common Stock
granted to a Participant in connection with an Offering Period pursuant to
Section 7 of the Plan

        2.14  "OPTION PRICE" means, with respect to any Offering Period, the
lower of (a) 85% of the Fair Market Value of one share of Common Stock on the
Offering Commencement Date, or (b) 85% of the Fair Market Value of one share
of Common Stock on the Offering Termination Date.

        2.15  "PARTICIPANT" means an Eligible Employee who elects to
participate in the Plan pursuant to Section 5 of the Plan.

        2.16  "PARTICIPATING SUBSIDIARY" means a Subsidiary that has been
designated by the Committee from time to time, in its sole discretion, as a
corporation whose Eligible Employees may participate in the Plan.

        2.17  "SECURITIES ACT" means the Securities Act of 1933, as amended.

        2.18  "SUBSIDIARY" means any subsidiary corporation of the Company
within the meaning of Section 424(f) of the Code.

        2.19  "TERMINATION OF EMPLOYMENT" means a Participant's complete
termination of employment with the Company and all Participating Subsidiaries
for any reason, including death, disability or retirement. In the event that
a Participant is in the employ of a Participating Subsidiary and the
Participating Subsidiary ceases to be a Participating Subsidiary of the
Company for any reason, such event will be deemed a termination of employment
unless the Participant continues in the employ of the Company or another
Participating Subsidiary.

3.      ADMINISTRATION.

        The Plan will be administered by the Board or by a committee of the
Board. So long as the Company has a class of its equity securities registered
under Section 12 of the Exchange Act, any committee administering the Plan
will consist solely of two or more members of the Board who are

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"non-employee directors" within the meaning of Rule 16b-3 under the Exchange
Act. Such a committee, if established, will act by majority approval of the
members (but may also take action with the written consent of all members of
such committee), and a majority of the members of such a committee will
constitute a quorum. As used in the Plan, "Committee" will refer to the Board
or to such a committee, if established. To the extent consistent with
corporate law, the Committee may delegate to any officers of the Company the
duties, power and authority of the Committee under the Plan pursuant to such
conditions or limitations as the Committee may establish; provided, however,
that only the Committee may exercise such duties, power and authority with
respect to Participants who are subject to Section 16 of the Exchange Act.
The Committee may exercise its duties, power and authority under the Plan in
its sole discretion without the consent of any Participant or other party,
unless the Plan specifically provides otherwise. Each determination,
interpretation or other action made or taken by the Committee pursuant to the
provisions of the Plan will be final, conclusive and binding for all purposes
and on all persons, including, without limitation, the Company, the
stockholders of the Company, the participants and their respective
successors-in-interest. No member of the Committee will be liable for any
action or determination made in good faith with respect to the Plan or any
Option granted under the Plan.

4.      SHARES AVAILABLE FOR ISSUANCE; ADJUSTMENTS FOR CERTAIN EVENTS.

        4.1  MAXIMUM NUMBER OF SHARES AVAILABLE. Subject to adjustment as
provided in Section 4.3 of the Plan, the maximum number of shares of Common
Stock that will be available for issuance under the Plan will be 200,000
shares of Common Stock. If the total number of shares of Common Stock that
would otherwise be issuable upon the exercise of Options granted pursuant to
Section 7 of the Plan on any Offering Termination Date exceeds the number of
shares then available for issuance under the Plan, the Committee will make a
pro rata allocation of the shares of Common Stock remaining available for
issuance under the Plan in as uniform and equitable a manner as it deems
appropriate.

        4.2  ACCOUNTING FOR OPTIONS. Shares of Common Stock that are issued
under the Plan or that are subject to outstanding Options will be applied to
reduce the maximum number of shares of Common Stock remaining available for
issuance under the Plan. Any shares of Common Stock that are subject to an
Option that is terminated unexercised will automatically again become
available for issuance under the Plan.

        4.3  ADJUSTMENTS TO SHARES AND OPTIONS. In the event of any
reorganization, merger, consolidation, recapitalization, liquidation,
reclassification, stock dividend, stock split, combination of shares, rights
offering, divestiture or extraordinary dividend (including a spin-off) or any
other change in the corporate structure or shares of the Company, the
Committee (or, if the Company is not the surviving corporation in any such
transaction, the board of directors of the surviving corporation) will make
appropriate adjustment (which determination will be conclusive) as to the
number and kind of securities or other property (including cash) available
for issuance or payment under the Plan and, in order to prevent dilution or
enlargement of the rights of Participants, the number and kind of securities
or other property (including cash) subject to, and the exercise price of,
outstanding Options.

5.      PARTICIPATION; PAYROLL DEDUCTIONS.

        5.1  PARTICIPATION. Participation in the Plan is voluntary and is not
a condition of employment. Eligible Employees may elect to participate in the
Plan, beginning with the first Offering Period to commence after such person
becomes an Eligible Employee, by properly completing a subscription agreement
authorizing payroll deductions on the form provided by the Company and filing
the participation form with the Company's Human Resources Department not
later than the 15th day of

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the month immediately preceding the Offering Commencement Date of the first
Offering Period in which the Participant wishes to participate. An Eligible
Employee who elects to participate with respect to an Offering Period will be
deemed to have elected to participate in each subsequent Offering Period,
unless such Participant properly completes and files a notice of withdrawal
form in the manner described in Section 8.1 of the Plan.

        5.2  LIMITATION ON PARTICIPATION. Notwithstanding any provisions of
the Plan to the contrary, an Eligible Employee may not participate in the
Plan and will not be granted an Option under the Plan if, immediately after
the grant of such Option, such Eligible Employee (or any other person whose
stock ownership would be attributed to such Eligible Employee pursuant to
Section 424(d) of the Code) would own stock or options possessing 5% or more
of the total combined voting power or value of all classes of stock of the
Company or of its "parent" or "subsidiary" corporations (within the meaning
of Section 424 of the Code).

        5.3  PAYROLL DEDUCTIONS.

               (a) By completing and filing a participation form, a Participant
        will elect to have payroll deductions made from such Participant's total
        Compensation in whole percentages from a minimum of 1% to a maximum of
        15%, (or such other minimum or maximum percentages as the Committee may
        from time to time establish); provided, however, that no Participant's
        payroll deductions may be less than $10.00 per pay period.

               (b) All payroll deductions authorized by a Participant will be
        credited as of each payday to an account established under the Plan for
        the Participant. Such account will be solely for bookkeeping purposes,
        no separate fund, trust or other segregation of such amounts will be
        established or made and the amounts represented by such account will be
        held as part of the Company's general assets, usable for any corporate
        purpose. A Participant may not make any separate cash payment or
        contribution to such Participant's account. No interest will accrue on
        amounts held in such accounts under the Plan.

               (c) No increases or decreases in the amount of payroll deductions
        for a Participant may be made during an Offering Period. A Participant
        may increase or decrease the amount of his or her payroll deductions
        under the Plan for subsequent Offering Periods by properly completing an
        amended participation form and filing it with the Company's Human
        Resources Department not later than the 15th day of the month
        immediately preceding the Offering Commencement Date of the Offering
        Period for which such change in payroll deductions is to be effective.

               (d) A Participant may withdraw from participation in the Plan at
        any time as provided in Section 8.1 of the Plan.

6.      OFFERING PERIODS.

        Options to purchase shares of Common Stock will be offered to
Participants under the Plan through a continuous series of Offering Periods,
each continuing for six months, and each of which will commence on January 1
and July 1 of each year, as the case may be, and will terminate on June 30
and December 31 of such year, as the case may be.

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7.      OPTIONS.

        7.1  GRANT OF OPTIONS. With respect to any Offering Period, each
Participant participating in such Offering Period will be granted, by
operation of the Plan on the Offering Commencement Date for such Offering
Period, an Option to purchase (at the Option Price) as many full shares of
Common Stock as such Participant will be able to purchase with the
accumulated payroll deductions credited to such Participant's account during
such Offering Period plus the balance (if any) carried forward from the
Participant's payroll deduction account from the preceding Offering Period.

        7.2  LIMITATIONS ON PURCHASE. Notwithstanding Section 7.1 or any
other provision of the Plan to the contrary, the number of shares of Common
Stock that may be purchased under the Plan will be limited as follows:

               (a) No Participant may purchase more than 5,000 shares of Common
        Stock under the Plan in any given Offering Period.

               (b) No Participant may be granted an Option that permits such
        Participant's right to purchase Common Stock under the Plan and any
        other "employee stock purchase plans" (within the meaning of Section 423
        of the Code) of the Company and its Subsidiaries to accrue (i.e., become
        exercisable) at a rate that exceeds $25,000 of Fair Market Value of
        Common Stock (determined at the time such Option is granted) for each
        calendar year in which such Option is outstanding at any time.

        7.3  EXERCISE OF OPTIONS.

               (a) Unless a Participant withdraws from the Plan as provided in
        Section 8.1 of the Plan, the Participant's Option for the purchase of
        shares of Common Stock granted with respect to an Offering Period will
        be exercised automatically at the Offering Termination Date of such
        Offering Period for the purchase of the number of full shares of Common
        Stock that the accumulated payroll deductions in such Participant's
        account as of such Offering Termination Date will purchase at the
        applicable Option Price.

               (b) A Participant may only purchase one or more full shares in
        connection with the exercise of an Option granted for any Offering
        Period. The portion of any balance remaining in a Participant's payroll
        deduction account at the close of business on the Offering Termination
        Date of any Offering Period that is less than the purchase price of one
        full share of Common Stock will be carried forward into the
        Participant's payroll deduction account for the following Offering
        Period. In no event, however, will the balance carried forward be equal
        to or greater than the purchase price of one full share of Common Stock
        on the Offering Termination Date of an Offering Period.

               (c) No Participant (or any person claiming through such
        Participant) will have any interest in any Common Stock subject to an
        Option under the Plan until such Option has been exercised, at which
        point such interest will be limited to the interest of a purchaser of
        the Common Stock purchased upon such exercise pending the delivery of
        such Common Stock.

               (d) As promptly as practicable after the Offering Termination
        Date of each Offering Period, the Company will issue the shares of
        Common Stock purchased upon exercise of such Participant's Option
        granted for such Offering Period, registered in the name of the
        Participant or, if the Participant so directs on his or her
        Participation Form, in the names of the Participant

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        and his or her spouse. The Committee may determine, in its sole
        discretion, the manner of delivery of shares of Common Stock
        purchased under the Plan, which may be by electronic account entry
        into new or existing brokerage or other accounts, delivery of physical
        stock certificates or such other means as the Committee deems
        appropriate.

8.      WITHDRAWAL FROM PLAN.

        8.1  VOLUNTARY WITHDRAWAL. A Participant may, at any time on or before
4:30 p.m., Minneapolis, Minnesota time on the 15th day of the last month of an
Offering Period, terminate his or her participation in the Plan and withdraw
all, but not less than all, of the payroll deductions credited to such
Participant's account under the Plan by giving written notice to the Company's
Human Resources Department. Such notice must state that the Participant wishes
to terminate his or her participation in the Plan and request the withdrawal of
all of the Participant's payroll deductions held under the Plan. All of the
Participant's payroll deductions credited to his or her account will be paid to
such Participant as soon as practicable after receipt of the notice of
withdrawal, such Participant's Option for such Offering Period will
automatically be canceled and will no longer be exercisable, and no further
payroll deductions for the purchase of shares of Common Stock under the Plan
will be made.

        8.2  TERMINATION OF EMPLOYMENT.

               (a) Upon the Termination of Employment of a Participant at any
        time, the payroll deductions credited to such Participant's account will
        be paid to such Participant as soon as practicable after the effective
        date of such Termination of Employment (or, in the case of death, to the
        person or persons entitled thereto under Sections 10 and 11.3 of the
        Plan), such Participant's Option for the current Offering Period will
        automatically be canceled and will no longer be exercisable, and no
        further payroll deductions for the purchase of shares of Common Stock
        under the Plan will be made.

               (b) Unless the Committee otherwise determines in its sole
        discretion, a Participant's employment will, for purposes of the Plan,
        be deemed to have terminated on the date recorded on the personnel or
        other records of the Company or the Participating Subsidiary for which
        the Participant provides employment, as determined by the Committee in
        its sole discretion based upon such records.

        8.3  EFFECT OF WITHDRAWAL. A Participant's withdrawal pursuant to
Section 8.1 of the Plan will not have any effect upon such Participant's
eligibility to participate in a subsequent Offering Period (so long as such
Participant completes and files a new Participation Form pursuant to Section
5 of the Plan) or in any similar plan that may hereafter be adopted by the
Company.

9.      CHANGE IN CONTROL.

        9.1  CHANGE IN CONTROL. For purposes of this Section 9, a "Change in
Control" of the Company will mean the following:

               (a) the sale, lease, exchange or other transfer, directly or
        indirectly, of substantially all of the assets of the Company (in one
        transaction or in a series of related transactions) to any Person (as
        defined below);

               (b) the approval by the stockholders of the Company of any plan
        or proposal for the liquidation or dissolution of the Company;

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               (c) any Person, other than a Bona Fide Underwriter (as defined
        below), becomes after the effective date of the Plan the "beneficial
        owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
        indirectly, of (i) 20% or more, but not more than 50%, of the combined
        voting power of the Company's outstanding securities ordinarily having
        the right to vote at elections of directors, unless the transaction
        resulting in such ownership has been approved in advance by the
        Continuity Directors (as defined below), or (ii) more than 50% of the
        combined voting power of the Company's outstanding securities ordinarily
        having the right to vote at elections of directors (regardless of any
        approval by the Continuity Directors);

               (d) a merger or consolidation to which the Company is a party if
        the stockholders of the Company immediately prior to effective time of
        such merger or consolidation have, solely on account of ownership of
        securities of the Company at such time, "beneficial ownership" (as
        defined in Rule 13d-3 under the Exchange Act), immediately following the
        effective time of such merger or consolidation, of securities of the
        surviving corporation representing (i) 50% or more, but not more than
        80%, of the combined voting power of the surviving corporation's then
        outstanding securities ordinarily having the right to vote at elections
        of directors, unless such merger or consolidation has been approved in
        advance by the Continuity Directors, or (ii) less than 50% of the
        combined voting power of the surviving corporation's then outstanding
        securities ordinarily having the right to vote at elections of directors
        (regardless of any approval by the Continuity Directors); or

               (e) the Continuity Directors cease for any reason to constitute
        at least a majority of the Board.

        9.2  CHANGE IN CONTROL DEFINITIONS.  For purposes of this Section 9:

               (a) "Continuity Director" means any individual who was a member
        of the Board on the effective date of the Plan, while he or she is a
        member of the Board, and any individual who subsequently becomes a
        member of the Board whose election, or nomination for election by the
        Company's stockholders, was approved by a vote of at least a majority of
        the directors who are Continuity Directors (either by a specific vote or
        by approval of the proxy statement of the Company in which such
        individual is named as a nominee for director without objection to such
        nomination). For example, assuming that seven individuals comprise the
        entire Board as of the effective date of the Plan, if a majority of such
        individuals approved a proxy statement in which two different
        individuals were nominated to replace two of the individuals who were
        members of the Board as of the effective date of the Plan, these two
        newly elected directors would join the remaining five directors who were
        members of the Board as of the effective date of the Plan as Continuity
        Directors. Similarly, if subsequently a majority of these directors
        approved a proxy statement in which three different individuals were
        nominated to replace three other directors who were members of the Board
        as of the effective date of the Plan, these three newly elected
        directors would also become, along with the other four directors,
        Continuity Directors. Individuals subsequently joining the Board could
        become Continuity Directors under the principles reflected in this
        example.

               (b) "Bona Fide Underwriter" means a Person engaged in business as
        an underwriter of securities that acquires securities of the Company
        from the Company through such Person's participation in good faith in a
        firm commitment underwriting until the expiration of 40 days after the
        date of such acquisition.

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               (c) "Person" means any individual, corporation, partnership,
        group, association or other "person," as such term is used in Section
        13(d) or Section 14(d) of the Exchange Act, other than the Company, any
        affiliate or any benefit plan sponsored by the Company or any affiliate.
        For this purpose, an affiliate is (i) any corporation at least a
        majority of whose outstanding securities ordinarily having the right to
        vote at elections of directors is owned directly or indirectly by the
        Company or (ii) any other form of business entity in which the Company,
        by virtue of a direct or indirect ownership interest, has the right to
        elect a majority of the members of such entity's governing body.

        9.3  ADJUSTMENT OF OFFERING PERIOD. Without limiting the authority of
the Committee under Sections 3, 4.3 and 13 of the Plan, if a Change in
Control of the Company occurs, the Committee, in its sole discretion, may (a)
accelerate the Offering Termination Date of the then current Offering Period
and provide for the exercise of Options thereunder by Participants in
accordance with Section 7.3 of the Plan, or (b) accelerate the Offering
Termination Date of the then current Offering Period and provide that all
payroll deductions credited to the accounts of Participants will be paid to
Participants as soon as practicable after such Offering Termination Date and
that all Options for such Offering Period will automatically be canceled and
will no longer be exercisable.

10.     DESIGNATION OF BENEFICIARY.

        A Participant may file with the Company's Human Resources Department
a written designation of a beneficiary who is to receive shares of Common
Stock and cash, if any, under the Plan in the event of such Participant's
death prior to delivery of such shares or cash to such Participant. Such
designation of beneficiary may be changed by the Participant at any time by
written notice to the Company's Human Resources Department. In the event of
the death of a Participant in the absence of a valid designation of a
beneficiary who is living at the time of such Participant's death, (a) the
Company will deliver such shares of Common Stock and cash to the executor or
administrator of the estate of the Participant, or (b) if to the Company's
knowledge no such executor or administrator has been appointed, the Company,
in its sole discretion, may deliver such shares of Common Stock and cash to
the spouse or to any one or more dependents or relatives of the Participant
or, if no spouse, dependent or relative is known to the Company, to such
other person as the Company may designate.

11.     RIGHTS OF ELIGIBLE EMPLOYEES AND PARTICIPANTS; TRANSFERABILITY.

        11.1  NO RIGHT TO EMPLOYMENT. Nothing in the Plan will interfere with
or limit in any way the right of the Company or any Participating Subsidiary
to terminate the employment of any Eligible Employee or Participant at any
time, nor confer upon any Eligible Employee or Participant any right to
continue in the employ of the Company or any Participating Subsidiary.

        11.2  RIGHTS AS A SHAREHOLDER. As a holder of an Option under the
Plan, a Participant will have no rights as a shareholder unless and until
such Option is exercised and the Participant becomes the holder of record of
shares of Common Stock. Except as otherwise provided in the Plan, no
adjustment will be made for dividends or distributions with respect to
Options as to which there is a record date preceding the date the Participant
becomes the holder of record of such shares, except as the Committee may
determine in its sole discretion.

        11.3  RESTRICTIONS ON TRANSFER. Neither payroll deductions credited
to a Participant's account nor any rights with regard to the exercise of an
Option or to receive shares of Common Stock under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than by will,
the laws of descent and distribution, or as provided in Section 10 of the
Plan) by the Participant. Any such

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attempt at assignment, transfer, pledge or other disposition will be without
effect, except that the Company may treat such act as an election to withdraw
from the Plan in accordance with Section 8.1 of the Plan. During his or her
lifetime, a Participant's Option to purchase shares of Common Stock under the
Plan is exercisable only by such Participant.

12.     SECURITIES LAW AND OTHER RESTRICTIONS.

        Notwithstanding any other provision of the Plan or any agreements
entered into pursuant to the Plan, the Company will not be required to issue
any shares of Common Stock under the Plan, and a Participant may not sell,
assign, transfer or otherwise dispose of shares of Common Stock issued
pursuant to Options granted under the Plan, unless (a) there is in effect
with respect to such shares a registration statement under the Securities Act
and any applicable state or foreign securities laws or an exemption from such
registration under the Securities Act and applicable state or foreign
securities laws, and (b) there has been obtained any other consent, approval
or permit from any other regulatory body that the Committee, in its sole
discretion, deems necessary or advisable. The Company may condition such
issuance, sale or transfer upon the receipt of any representations or
agreements from the parties involved, and the placement of any legends on
certificates representing shares of Common Stock, as may be deemed necessary
or advisable by the Company in order to comply with such securities law or
other restrictions.

13.     AMENDMENT OR TERMINATION.

        The Board may suspend or terminate the Plan or any portion thereof at
any time, and may amend the Plan from time to time in such respects as the
Board may deem advisable in order that Options under the Plan will conform to
any change in applicable laws or regulations or in any other respect the
Board may deem to be in the best interests of the Company; provided, however,
that no amendments to the Plan will be effective without approval of the
stockholders of the Company if stockholder approval of the amendment is then
required pursuant to Section 423 of the Code or the rules of any stock
exchange or Nasdaq or similar regulatory body. Upon termination of the Plan,
the Committee, in its sole discretion, may take any of the actions described
in Section 9.3 of the Plan.

14.     EFFECTIVE DATE OF PLAN.

        The Plan will be effective as of February 17, 1999, the date it was
adopted by the Board. The Plan will terminate at midnight on December 31,
2008 and may be terminated prior to such time by Board action, and no Option
will be granted after such termination. The Plan has been adopted by the
Board subject to stockholder approval.

15.     MISCELLANEOUS.

        15.1  GOVERNING LAW. The validity, construction, interpretation,
administration and effect of the Plan and any rules, regulations and actions
relating to the Plan will be governed by and construed exclusively in
accordance with the laws of the State of Minnesota, notwithstanding the
conflicts of laws principles of any jurisdictions.

        15.2  SUCCESSORS AND ASSIGNS. The Plan will be binding upon and inure
to the benefit of the successors and permitted assigns of the Company and the
Participants.

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