EXHIBIT 10.1

                        AUTO-TROL TECHNOLOGY CORPORATION

                           INCENTIVE STOCK OPTION PLAN

                      (Revised effective January 30, 2001)


I.        PURPOSE


          This Auto-trol Technology Corporation Incentive Stock Option Plan (the
          "Plan") provides for the grant of Stock Options to Key Employees of
          Auto-trol Technology Corporation ("the Company") and its Participating
          Subsidiaries in order to advance the interests of the Company and its
          Participating Subsidiaries through the motivation, attraction and
          retention of their Key Employees. This Plan is intended to qualify
          options granted hereunder as Incentive Stock Options under Section
          422A Internal Revenue Code of 1986, as amended.


II.       ADMINISTRATION


          2.1  Committee
               ---------
               The Plan shall be administered by the Compensation Committee of
               the Company (the "Committee") which shall be composed of at least
               two (2) or more members of the Board of Directors of the Company
               (the "Board"), all of whom shall be Disinterested Persons. The
               Committee shall have full authority to administer the Plan,
               including authority to interpret and construe any provision of
               the Plan and to adopt such rules and regulations for
               administering the Plan as it may deem necessary in order to
               comply with the requirements of the Plan. The Committee may
               delegate any of its responsibilities under the Plan, other than
               its responsibilities to grant Stock Options, or to interpret and
               construe the Plan.



          2.2  Actions of the Committee
               ------------------------
               All actions taken and all interpretations and determinations made
               by the Committee in good faith (including determinations of Fair
               Market Value) shall be final and binding upon all Key Employees
               and the Company. No member of the Committee shall be personally
               liable for any action, determination or interpretation made in
               good faith with respect to the Plan and all members of the
               Committee shall, in addition to their rights as directors of the
               Company, be fully protected by the Company with respect to any
               such action, determination or interpretation.

<PAGE>


III.      DEFINITIONS



          3.1  "Stock Option"
               --------------
               A Stock Option is the right granted by the Committee to a Key
               Employee to purchase the number of shares of Common Stock at such
               time or times as determined by the Committee.


          3.2  "Key Employee"
               --------------
               A Key Employee is an employee of the Company or any Participating
               Subsidiary whose judgment, initiative and continued efforts are
               expected to contribute to the successful conduct of the business
               of the Company or any Participating Subsidiary, and who has been
               employed by the Company or any Participating Subsidiary for more
               than three (3) months prior to the grant of the Stock Option.


          3.3  "Participating Subsidiary"
               --------------------------
               A Participating Subsidiary is any subsidiary of the Company
               meeting the definition of Section 425(f) of the Internal Revenue
               Code of 1986, as amended (the "Code").


          3.4  "Incentive Stock Option"
               ------------------------
               An Incentive Stock Option is an option which qualifies for
               treatment as an incentive stock option pursuant to Section 422A
               of the Code, as amended from time to time.


          3.5  "Disinterested Person"
               ----------------------
               A Disinterested Person shall have the meaning set forth in Rule
               16b-3(c)(2)(i) and its successor promulgated under the Securities
               Exchange Act of 1934.


          3.6  "Fair Market Value"
               -------------------
               The Fair Market Value of a share of Common Stock on any date
               shall be the average of the representative highest and lowest
               prices, as quoted by the National Association of Securities
               Dealers through the Over-the Counter Bulletin Board, for the date
               in question, or, if the Common Stock is listed on a national
               stock exchange, the average of the highest and lowest
               officially-quoted prices on such exchange on the date in
               question.


          3.7  "Common Stock"
               --------------
               A share of Common Stock means a share of authorized but unissued
               or reacquired $.02 par value common stock of the Company.

                                       2

<PAGE>


          3.8  "Option Price"
               --------------
               Option Price is the Fair Market Value of the Common Stock on the
               date that the Stock Option is granted.


IV.       ELIGIBILITY AND PARTICIPATION


          4.1  Grants
               ------
               Grants of Stock Options may be made to Key Employees of the
               Company or any participating Subsidiary. Any director of the
               Company or of a Participating Subsidiary who is also a Key
               Employee shall also be eligible to receive Stock Options, but no
               member of the Committee shall be eligible to receive Stock
               Options. The Committee shall from time to time determine the Key
               Employees to whom Stock Options shall be granted, the number of
               Stock Options to be granted to each such Key Employee, and the
               terms and provisions of such Stock Options. Each Stock Option
               grant shall be evidenced by a written agreement between the
               Company and a Key Employee (the "Incentive Stock Option
               Agreement") containing such terms and provisions as the Committee
               may determine in accordance with the provisions of this Plan. The
               aggregate Fair Market Value (determined at the time of grant of a
               Stock Option) of the Common Stock exercisable for the first time
               by a Key Employee during any calendar year shall not exceed one
               hundred thousand dollars ($100,000). The purchase price for each
               share of Common Stock shall be the Option Price on the date on
               which the Stock Option is granted. Grants must be accepted by the
               Key Employee within 45 days of grant or, prior to the end of the
               fiscal year in which the grant is made, whichever date occurs
               first.


          4.2  Exchange for Options under this Plan
               ------------------------------------
               The Committee may grant Stock Options to replace options
               previously granted to Key Employees who hold options to purchase
               Common Stock under other stock option or performance share plans
               ("Replacement Stock Options") Key Employees, in their sole
               discretion, may within thirty (30) days following execution of
               the Incentive Stock Option Agreement, consent to the conversion
               of options granted under any such previous plans. Replacement
               Stock Options granted pursuant to this Section 4.2 shall be
               granted in the ratio of a Stock Option to purchase one share of
               Common Stock for each option under such applicable previous
               plans. The price for each such Replacement Stock Option shall be
               the Option Price of Common Stock on the date that the Stock
               Option is granted. The Committee, in its sole discretion, may
               vary the terms and conditions of Replacement Stock Options
               offered in exchange for options under such previous plans,
               subject to the same limitations imposed on grants of new
               Replacement Stock Options under this Plan.

                                       3

<PAGE>



V.        SHARES OF COMMON STOCK SUBJECT TO THE PLAN


          5.1  Maximum Number
               --------------
               The maximum, aggregate number of shares of Common Stock that may
               be made subject to Stock Options granted under the Plan shall be
               four million (4,000,000) under this Plan, and the Company's
               Special Purpose Stock Option Plan collectively, as determined
               from time to time to be appropriate by the Committee. In no event
               shall the total amount of shares for which options are granted
               under both Plans exceed 4,000,000 shares. If any shares of Common
               Stock subject to Stock Options are not purchased or otherwise
               paid for before such Stock Options expire, such shares may again
               be made subject to Stock Options.


          5.2  Capital Changes
               ---------------
               In the event any changes are made to the shares of Common Stock
               (whether by reason of merger, consolidation, reorganization,
               recapitalization, stock dividend in excess of ten percent (10%)
               at any single time, stock split, combination of shares, exchange
               of shares, change in corporate structure or otherwise),
               appropriate adjustments shall be made in the number of shares of
               Common Stock theretofore made subject to Stock Options. If any of
               the foregoing adjustments shall result in a fractional share, the
               fraction shall be disregarded. All adjustments to the number of
               Stock Options granted as a result of application of this Section
               must be made to conform with the requirements set forth in
               Section 425(a) of the Code.


          5.3  Compliance with Securities Law
               ------------------------------
               The Company is under no obligation to register or to maintain any
               registration of the shares subject to these options under the
               Securities Act of 1933, or any state securities law. If the
               shares are not so registered, they may be sold and issued to the
               Key Employee only pursuant to applicable exemptions from the
               registration requirements of such laws, which may include an
               exemption for transactions not involving a public offering. The
               Company may endorse or cause to be endorsed on such certificate
               or certificates an appropriate legend referring to the foregoing
               restrictions, if applicable.

                                       4

<PAGE>


VI.       EXERCISE OF STOCK OPTIONS

          6.1  Date of Exercise

               Except as provided below and in Section 6.3, Stock Options may be
               exercised at the dates, and in the quantities in accordance with
               the schedule set forth below:


               -------------------------------------------  -------------------
                                                             Maximum Number of

                      Date of Exercise                      Options Exercisable

                                                                (Cumulative)
               ===========================================  ===================

               First Anniversary of Grant of Stock Option           20%
               -------------------------------------------  -------------------
               -------------------------------------------  -------------------

               Second Anniversary of Grant of Stock Option          20%
               -------------------------------------------  -------------------
               -------------------------------------------  -------------------

               Third Anniversary of Grant of Stock Option           20%
               ------------------------------------------   -------------------
               ------------------------------------------   -------------------

               Fourth Anniversary of Grant of Stock Option          20%
               -------------------------------------------  -------------------
               -------------------------------------------  -------------------

               Fifth Anniversary of Grant of Stock Option           20%
               ------------------------------------------   -------------------



               A Stock Option shall expire, to the extent not exercised, on the
               tenth anniversary of the date on which it was granted. Any shares
               of Common Stock not purchased at the time a Stock Option first
               becomes exercisable shall remain exercisable at any time until
               the Stock Option expires. The schedule set forth above shall be
               applied separately to each Stock Option granted to a Key
               Employee. The Committee may, in its discretion, establish
               provisions for the exercise of Stock Options different from those
               described above.


          6.2  Exchange of Outstanding Stock

               The Committee, in its sole discretion, may permit a Key Employee
               to surrender to the Company shares of Common Stock previously
               acquired by the Key Employee as part or full payment for the
               exercise of a Stock Option. Such surrendered shares shall be
               valued at their Fair Market Value as of the date they are
               tendered to the Company.


          6.3  Termination of Employment Before Exercise

               If a Key Employee's employment with the Company or a
               Participating Subsidiary shall terminate by reason of the Key
               Employee's death or disability, any Stock Option then held by the
               Key Employee shall remain exercisable for a period of one (1)
               year following such termination, to the extent such Stock Option
               is then exercisable as provided in Section 6.1 or which Stock
               Option becomes exercisable during the one year period following
               such termination. If a Key Employee's employment with the Company
               or a Participating Subsidiary shall terminate for any reason
               other than the Key Employee's death or disability, any Stock
               Option then held by the Key Employee shall remain exercisable
               after the termination of his or her employment for a period of
               thirty (30) days, to the extent such Stock Option was exercisable
               as provided in Section 6.1 as of the date of termination. During
               such periods, Stock Options shall be exercisable to the maximum
               extent permitted by Section 422A of the Code and regulations
               issued thereunder as then in effect. If the Stock Option is not
               exercised during the applicable period, it shall be deemed to
               have expired and be of no further force or effect.

                                       5

<PAGE>


          6.4  Availability of Stock Previously Subject to Option

               Any shares of Common Stock which were subject to Stock Options,
               but such Stock Options have expired, shall again be available for
               purposes of granting Stock Options under this Plan.


VII.      NO CONTRACT OR EMPLOYMENT

          Nothing in this Plan or in the Incentive Stock Option Agreement shall
          confer upon the Key Employee the right to continue in the employ of
          the Company or any Participating Subsidiary, nor shall it interfere in
          any way with the right of the Company or any such Participating
          Subsidiary to discharge the Key Employee at any time for any reason
          whatsoever, with or without cause.


VIII.     RIGHTS AS A SHAREHOLDER

          A Key Employee shall have no rights as a shareholder with respect to
          any shares of Common Stock subject to Stock Options granted to him or
          her under the Plan. No adjustments shall be made for dividends,
          distributions or other rights (for which the record date is prior to
          the date of exercise) to any shares of Common Stock issued to a Key
          Employee upon exercise of a Stock Option.

IX.       COMPLIANCE WITH SECURITIES LAWS

          With regard to any Stock Option awarded under this Plan, or any rights
          acquired by a Key Employee under this Plan, the recipient shall comply
          with the six-month holding period requirements of Rule 16b-3(c)(1),
          and its successor promulgated under the Securities Exchange Act of
          1934, and with applicable state securities laws, with regard to the
          holding of Stock Options and/or Common Stock.


X.        ASSIGNABILITY; EXERCISE

          No Stock Option awarded under this Plan, or any rights acquired by a
          Key Employee under this Plan, shall be assignable or transferable by a
          Key Employee other than by will or applicable law of intestate
          succession. During a Key Employee's lifetime, Stock Options may only
          be exercised by such Key Employee.


XI.       MERGER OR LIQUIDATION OF THE COMPANY

          In the event the Company or its controlling shareholders enter into an
          agreement to dispose of all, or substantially all, of the assets or
          outstanding capital stock of the Company by means of a sale or
          liquidation, or a merger or reorganization in which the Company is not
          the surviving corporation ("Change of Control"), then options granted
          hereunder and otherwise exercisable in the twenty-four (24) month
          period following the date on which the Change of Control takes place
          shall for all purposes be exercisable as of the day before such Change
          of Control takes place, even though the dates upon which such options
          are otherwise exercisable have not yet occurred. No portion of a Stock
          Option shall become exercisable hereunder after termination of the Key
          Employee's employment with the Company except as provided in Section
          6.3 above.


XII.      WITHHOLDING TAXES

          The Company or any Participating Subsidiary will take such steps for
          the withholding of any taxes which the Company or any Participating
          Subsidiary is required, by law or regulation of any governmental
          authority, to withhold in connection with the exercise of any Stock
          Option. Such steps include, but are not limited to, the withholding of
          issuance of shares of Common Stock to be issued upon exercise of any
          Stock Option, until the Key Employee reimburses the Company or any
          Participating Subsidiary for the amount the Company or any
          Participating Subsidiary is required to withhold with respect to such
          taxes, or reacquiring any portion of such exercise in an amount
          sufficient to reimburse itself for the amount it is required to so
          withhold.

                                       6

<PAGE>


XIII.     AMENDMENT

          The Board may from time to time alter, amend, suspend or discontinue
          the Plan, provided, however, that no such action shall adversely
          affect the rights and obligations with respect to Stock Options
          outstanding under the Plan, and provided further that no such action
          shall, without the approval of the shareholders of the Company, (i)
          increase the maximum number of shares of Common Stock that may be made
          subject to Stock Options (unless such increase is necessary to affect
          the adjustments required by Section 5.2); or (ii) materially increase
          the benefits accruing to Key Employees under the Plan; or (iii)
          materially modify the requirements of eligibility for participation in
          the Plan.


XIV.      EFFECTIVE DATE

          The Plan shall become effective as of the date of its adoption by the
          Board, provided it is approved by the shareholders of the Company
          within twelve (12) months after that date. Amendments to the Plan
          shall become effective as of the date such amendments are adopted by
          the Board. If such amendments require shareholder approval in
          accordance with Section XII of this Plan, such amendments shall
          nonetheless become effective as of the date of their adoption by the
          Board, conditioned upon approval by the shareholders of the Company
          within twelve (12) months after that date.