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                                                                     EXHIBIT 4.1


                          CHECK TECHNOLOGY CORPORATION
                                 2000 STOCK PLAN

         SECTION 1. General Purpose of Plan; Definitions.

         The name of this plan is the Check Technology Corporation 2000 Stock
Plan (the "Plan"). The purpose of the Plan is to enable Check Technology
Corporation (the "Company") to retain and attract executives and other key
employees, directors and consultants who contribute to the Company's success by
their ability, ingenuity and industry, and to enable such individuals to
participate in the long-term success and growth of the Company by giving them a
proprietary interest in the Company.

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

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

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

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

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

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

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

         g.       "Deferred Stock" means an award made pursuant to Section 7
                  below of the right to receive stock at the end of a specified
                  deferral period.

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

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

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

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

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

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


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

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

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

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

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

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

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

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

         SECTION 2. Administration.

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

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

         In particular, the Committee shall have the authority:

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

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

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


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

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

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

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

         SECTION 3. Stock Subject to Plan.

         The total number of shares of Stock reserved and available for
distribution under the Plan shall be 1,250,000. Such shares may consist, in
whole or in part, of authorized and unissued shares.

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

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

         SECTION 4. Eligibility.

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

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

         SECTION 5. Stock Options.

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

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


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         The Committee shall have the authority to grant any optionee Incentive
Stock Options, Non-Qualified Stock Options, or both types of options. To the
extent that any option does not qualify as an Incentive Stock Option, it shall
constitute a separate Non-Qualified Stock Option.

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

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

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

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

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

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

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

         (d) Method of Exercise. Stock Options may be exercised in whole or in
part at any time during the option period by giving written notice of exercise
to the Company specifying the number of shares to be purchased. Such notice
shall be accompanied by payment in full of the purchase price, either by check,
or by any other form of legal consideration deemed sufficient by the Committee
and consistent with the Plan's purpose and applicable law, including promissory
notes or a properly executed exercise notice together with irrevocable
instructions to a broker acceptable to the Company to promptly deliver to the
Company the amount of sale or loan proceeds to pay the exercise price. As
determined by the Committee at any time in its sole discretion, payment in full
or in part may also be made in the form of Stock already owned by the optionee
(which in the case of Stock remitted for exercise of an option have been owned
for


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more than six months on the date of surrender) or, in the case of the exercise
of a Non-Qualified Stock Option, Restricted Stock or Deferred Stock subject to
an award hereunder (based, in each case, on the Fair Market Value of the Stock
on the date the option is exercised, as determined by the Committee), provided,
however, that in the event payment is made in the form of shares of Restricted
Stock or a Deferred Stock award, the optionee will receive a portion of the
option shares in the form of, and in an amount equal to, the Restricted Stock or
Deferred Stock award tendered as payment by the optionee. No shares of Stock
shall be issued until full payment therefor has been made. An optionee shall
generally have the rights to dividends and other rights of a shareholder with
respect to shares subject to the option when the optionee has given written
notice of exercise, has paid in full for such shares, and, if requested, has
given the representation described in paragraph (a) of Section 13.

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

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

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

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

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

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

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

         SECTION 6. Restricted Stock.

         (a) Administration. Shares of Restricted Stock may be issued either
alone or in addition to other awards granted under the Plan. The Committee shall
determine the officers, directors, key employees and Consultants of the Company
and Subsidiaries to whom, and the time or times at which, grants of Restricted
Stock will be made, the number


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of shares to be awarded, the time or times within which such awards may be
subject to forfeiture, and all other conditions of the awards. The Committee may
also condition the grant of Restricted Stock upon the attainment of specified
performance goals. The provisions of Restricted Stock awards need not be the
same with respect to each recipient.

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

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

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

                  "The transferability of this certificate and the shares of
                  stock represented hereby are subject to the terms and
                  conditions (including forfeiture) of the Check Technology
                  Corporation 2000 Stock Plan and an Agreement entered into
                  between the registered owner and Check Technology Corporation.
                  Copies of such Plan and Agreement are on file in the offices
                  of Check Technology Corporation, 12500 Whitewater Drive,
                  Minnetonka, Minnesota 55343."

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

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

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

                  (ii) Except as provided in paragraph (c)(i) of this Section 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 12). Certificates for shares of unrestricted Stock shall
         be delivered to the grantee promptly after, and only after, the period
         of forfeiture shall have expired without forfeiture in respect of such
         shares of Restricted Stock.

                  (iii) Subject to the provisions of the award agreement and
         paragraph (c)(iv) of this Section 6, upon termination of employment,
         directorship (if the award was based on services as a director) or
         consulting relationship for any reason during the Restriction Period,
         all shares still subject to restriction shall be forfeited by the
         participant.

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


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

         SECTION 7. Deferred Stock Awards.

         (a) Administration. Deferred Stock may be awarded either alone or in
addition to other awards granted under the Plan. The Committee shall determine
the officers, directors, key employees and Consultants of the Company and
Subsidiaries to whom and the time or times at which Deferred Stock shall be
awarded, the number of Shares of Deferred Stock to be awarded to any participant
or group of participants, the duration of the period (the "Deferral Period")
during which, and the conditions under which, receipt of the Stock will be
deferred, and the terms and conditions of the award in addition to those
contained in paragraph (b) of this Section 7. The Committee may also condition
the grant of Deferred Stock upon the attainment of specified performance goals.
The provisions of Deferred Stock awards need not be the same with respect to
each recipient.

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

         (b) Terms and Conditions.

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

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

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

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

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

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

         SECTION 8. Transfer, Leave of Absence, etc.

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


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

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

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

         SECTION 9. Amendments and Termination.

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

         The Committee may amend the terms of any award or option theretofore
granted, prospectively or retroactively to the extent such amendment is
consistent with the terms of this Plan, but no such amendment shall impair the
rights of any holder without his or her consent except to the extent authorized
under the Plan.

         SECTION 10. 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 11. Ancillary Plans for Non-U.S. Employees.

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

         SECTION 12. General Provisions.

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

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


<PAGE>

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

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

         (d) Each participant shall, no later than the date as of which any part
of the value of an award first becomes includible as compensation in the gross
income of the participant for Federal income tax purposes, pay to the Company,
or make arrangements satisfactory to the Committee regarding payment of, any
Federal, state, or local taxes of any kind required by law to be withheld with
respect to the award. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements and the Company and Subsidiaries
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the participant. With respect to
any award under the Plan, if the terms of such award so permit, a participant
may elect by written notice to the Company to satisfy part or all of the
withholding tax requirements associated with the award by (i) authorizing the
Company to retain from the number of shares that would otherwise be deliverable
to the optionee 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 12(d). Any such election shall be in accordance with, and subject to,
applicable tax and securities laws, regulations and rulings.

         (e) At the time of grant, the Committee may provide in connection with
any grant made under this Plan that the shares of Stock received as a result of
such grant shall be subject to a repurchase right in favor of the Company,
pursuant to which the participant shall be required to offer to the Company upon
termination of employment for any reason any shares that the participant
acquired under the Plan, with the price being the then Fair Market Value of the
Stock or, in the case of a termination for Cause, an amount equal to the cash
consideration paid for the Stock, subject to such other terms and conditions as
the Committee may specify at the time of grant. The Committee may, at the time
of the grant of an award under the Plan, provide the Company with the right to
repurchase, or require the forfeiture of, shares of Stock acquired pursuant to
the Plan by any participant who, at any time within two years after termination
of employment with the Company, directly or indirectly competes with, or is
employed by a competitor of, the Company.

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

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



Adopted by Board of Directors: December 5, 2000

Adopted by Shareholders: March 22, 2001