Exhibit 4.1
	
	SHELDAHL, INC.
	1994 STOCK PLAN, AS AMENDED

SECTION 1.  General Purpose of Plan; Definitions.

The name of this plan is the Sheldahl, Inc. 1994 Stock Plan (the 
Plan).  The purpose of the Plan is to enable Sheldahl, Inc. (the Company) and 
its Subsidiaries to retain and attract executives and other key employees, 
consultants and non-employee directors 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.

b.	Cause means a felony conviction of a participant or the failure 
of a participant to contest prosecution for a felony, or a 
participant's willful misconduct or dishonesty, any of which is 
directly and materially harmful to the business or reputation of 
the Company.

c.	Code means the Internal Revenue Code of 1986, as amended.

d.	Committee means a Committee with the membership referred to in 
Section 2 of the Plan or the Board.

e.	Company means Sheldahl, Inc., a corporation organized under the 
laws of the State of Minnesota (or any successor corporation).

f.	Deferred Stock means an award made pursuant to Section 8 below 
of the right to receive Stock at the end of a specified deferral 
period.

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

h.	Disinterested Person means a Anon-employee director as defined 
in Rule 16b-3(b)(3)(i) as promulgated by the Securities and 
Exchange Commission under the Securities Act of 1934, or any 
successor definitions adopted by the Commission.

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 Section 
422(c)(7) of the Code and any applicable Treasury Department 
regulations promulgated thereunder.

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.

l.	Non Employee Director means any member of the Board who is not 
an employee of the Company, any Parent Corporation or 
Subsidiary.

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.

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.	Parent Corporation means any corporation (other than the 
Company) in an unbroken chain of corporations ending with the 
Company if, at the time of the granting of a Stock Option, 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 
as provided in Section 424(e) of the Code.

p.	Restricted Stock means an award of shares of Stock that are 
subject to restrictions under Section 7 below.

q.	Retirement means Normal Retirement or Early Retirement.

r.	Stock means the Common Stock, $.25 par value per share, of the 
Company.

s.	Stock Appreciation Right means the right pursuant to an award 
granted under Section 6 below to surrender to the Company all or 
a portion of a Stock Option in exchange for an amount equal to 
the difference between (i) the Fair Market Value, as of the date 
such Stock Option or such portion thereof is surrendered, of the 
shares of Stock covered by such Stock Option or such portion 
thereof, and (ii) the aggregate exercise price of such Stock 
Option or such portion thereof.

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, at 
the time of the granting of a Stock Option, 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 as provided in Section 424(f) of the 
Code.

SECTION 2.  Administration.

The Plan shall be administered by the Board of Directors or by a 
Committee of not less than three Disinterested Persons, who shall be appointed 
by the Board of Directors of the Company and who shall serve at the pleasure 
of the Board.

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

In particular, the Committee shall have the authority:

(i)		to select the officers and other key employees of the 
Company and its Subsidiaries, and consultants and other 
persons having a contractual relationship with the Company 
or its Subsidiaries, to whom Stock Options, Stock 
Appreciation Rights, Restricted Stock and/or 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, Stock Appreciation 
Rights, Restricted Stock or 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;

(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), and to amend such terms and conditions 
(including, but not limited to, any amendment which 
accelerates the vesting of any award); and

(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 its authority to officers of the Company for the 
purpose of selecting employees who are not officers of the Company for 
purposes of (i) above.

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 common stock reserved and available for 
distribution under the Plan shall be 1,200,000 shares.  Such shares shall 
consist, in whole or in part, of authorized and unissued shares.  The number 
of shares reserved for issuance pursuant to awards granted under the Plan 
shall be increased each time, commencing after January 14, 1998, that the 
number of shares available for grant under the Plan shall have been fully 
granted and be no longer available (the Reset Date).  On each Reset Date, the 
number of shares reserved for issuance under the Plan shall be increased to an 
amount equal to 12% of the total number of shares of common stock outstanding 
on such date minus the number of shares subject to outstanding awards on such 
date.  

Subject to paragraph (b)(iv) of Section 6 below, if any shares that 
have been optioned ceased to be subject to 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.  Such adjusted option price shall 
also be used to determine the amount payable by the Company upon the exercise 
of any Stock Appreciation Right associated with any Option.

SECTION 4.  Eligibility.


Officers, other key employees of the Company or its Subsidiaries, Non 
Employee Directors and consultants and other persons having a contractual 
relationship with the Company or its Subsidiaries who are responsible for or 
contribute to the management, growth and/or profitability of the business of 
the Company and its Subsidiaries are eligible to be granted Stock Options, 
Stock Appreciation Rights, 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, no 
person shall receive grants of stock options and stock appreciation rights 
which exceed 200,000 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 October 14, 2004.  

The Committee shall have the authority to grant any optionee Incentive 
Stock Options, Non Qualified Stock Options, or both types of options (in each 
case with or without Stock Appreciation Rights).  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 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 the Fair Market Value of 
the Stock on the date of the grant of the option.  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.  Notwithstanding the foregoing, unless the Stock Option Agreement 
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 any similar occurrence, (ii) any merger, consolidation, 
acquisition, separation, reorganization, or similar occurrence, where the 
Company will not be the surviving entity or (iii) the transfer of 
substantially all of the assets of the Company or 75% or more of the 
outstanding Stock of the Company.

(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 certified or bank check, or by any other form of legal consideration deemed 
sufficient by the Committee and consistent with the Plan's purpose and 
applicable law, including promissory notes or a properly executed exercise 
notice together with irrevocable instructions to a broker acceptable to the 
Company to promptly deliver to the Company the amount of sale or loan proceeds 
to pay the exercise price.  As determined by the Committee, in its sole 
discretion, payment in full or in part may also be made in the form of 
unrestricted Stock already owned by the optionee 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.  An optionee may elect to pay all or part of the option exercise 
price by having the Company withhold from the shares of Stock that would 
otherwise be issued upon exercise that number of shares of Stock having a Fair 
Market Value equal to the aggregate option exercise price for the shares with 
respect to which such election is made.  No shares of Stock shall be issued 
until full payment therefor has been made.  An optionee shall generally have 
the 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 12.

(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 
optionees lifetime, only by the optionee.

(f)	Termination by Death.  If an optionees 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 (or on such accelerated basis as the Committee shall determine at 
or after grant), by the legal representative of the estate or by the legatee 
of the optionee under the will of the optionee, for a period of one year (or 
such shorter period as the Committee shall specify at grant) from the date of 
such death or until the expiration of the stated term of the option, whichever 
period is shorter.

(g)	Termination by Reason of Disability.  If an optionees 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 (or on such accelerated basis as the Committee shall determine at 
or after grant), but may not be exercised after one year (or such shorter 
period as the Committee shall specify at grant) from the date of such 
termination 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 optionees 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 three months (or such longer period as the 
Committee shall specify at Retirement)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, if an optionee's employment by the Company and any Subsidiary or 
Parent Corporation terminates for any reason other than death, Disability or 
Retirement, the Stock Option shall thereupon terminate, except that the option 
may be exercised to the extent it was exercisable at such termination for the 
lesser of three months (or such shorter period as the Committee shall specify 
at grant) or the balance of the option's term, provided, however, that if the 
optionees employment is terminated for Cause, all rights under the Stock 
Option shall terminate and expire upon such termination.  

(j)	Annual Limit on Incentive Stock Options.  The aggregate Fair 
Market Value (determined as of the time the 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)	Non Employee Directors.  Each Non Employee Director who, on or 
after the date this paragraph (k) is approved by the shareholders of the 
Company, (A) is elected for the first time as a director of the Company at any 
annual meeting of the shareholders of the Company; or (B) is elected as a 
director of the Company for the first time at any special meeting of the 
shareholders of the Company, shall, as of the date of such election, be 
automatically granted a Stock Option to purchase 25,000 shares of stock at the 
option price per share equal to 100% of the Fair Market Value of a share of 
stock on such date.  In the case of a special or annual meeting, the action of 
the shareholders in electing a Non-Employee Director shall constitute the 
granting of the Stock Option to each such director; and the date the 
shareholders take such action shall be the date of grant of the Stock Option.  
All such Stock Options shall be designated Non Qualified Stock Options, shall 
include an automatic grant feature of Target Replacement Options and shall be 
subject to the same terms and provisions as are in effect with respect to the 
granting of Non Qualified Stock Options with Target Replacement Options to 
officers and employees of the Company under Section 14 of the Plan, except 
that (i) Stock Options granted shall expire one year after such Non Employee 
Directors departure from the Board (or such longer period as shall be 
specified by the Committee at such directors departure); and (ii) the Target 
Level for Non Employee Directors shall be 25,000 shares.  Subject to 
shareholder approval of the provisions of this paragraph (k), on the date of 
such approval, each Non Employee Director shall be automatically granted a 
Stock Option to purchase such number of shares which, when added to the number 
of Stock Options then held by such director, equals 25,000 shares of stock at 
the option price per share equal to 100% of the Fair Market Value of a share 
of stock on such date.  All such Stock Options shall include an automatic 
grant feature of Target Replacement Options equal to the Target Level of 
25,000 shares.  

SECTION 6.  Stock Appreciation Rights.

(a)	Grant and Exercise.  Except as set forth in paragraph (k) of 
Section 5, Stock Appreciation Rights may be granted in conjunction with all or 
part of any Stock Option granted under the Plan.  In the case of a Non 
Qualified Stock Option, such rights may be granted either at or after the time 
of the grant of such Option.  In the case of an Incentive Stock Option, such 
rights may be granted only at the time of the grant of the option.

A Stock Appreciation Right or applicable portion thereof granted with 
respect to a given Stock Option shall terminate and no longer be exercisable 
upon the termination or exercise of the related Stock Option, except that a 
Stock Appreciation Right granted with respect to less than the full number of 
shares covered by a related stock Option shall not be reduced until the 
exercise or termination of the related Stock Option exceeds the number of 
shares not covered by the Stock Appreciation Right.

A Stock Appreciation Right may be exercised by an optionee, in 
accordance with paragraph (b) of this Section 6, by surrendering the 
applicable portion of the related Stock Option.  Upon such exercise and 
surrender, the optionee shall be entitled to receive an amount determined in 
the manner prescribed in paragraph (b) of this Section 6.  Stock Options which 
have been so surrendered, in whole or in part, shall no longer be exercisable 
to the extent the related Stock Appreciation Rights have been exercised.

(b)	Terms and Conditions.  Stock Appreciation Rights shall be 
subject to such terms and conditions, not inconsistent with the provisions of 
the Plan, as shall be determined from time to time by the Committee, including 
the following:

(i)	Stock Appreciation Rights shall be exercisable only at 
such time or times and to the extent that the Stock Options to which 
they relate shall be exercisable in accordance with the provisions of 
Section 5 and this Section 6 of the Plan.  

(ii)	Upon the exercise of a Stock Appreciation Right, an 
optionee shall be entitled to receive up to, but not more than, an 
amount in cash or shares of Stock equal in value to the excess of the 
Fair Market Value of one share of Stock over the option price per 
share specified in the related option multiplied by the number of 
shares in respect of which the Stock Appreciation Right shall have 
been exercised, with the Committee having the right to determine the 
form of payment.

(iii)  Stock Appreciation Rights shall be transferable only when 
and to the extent that the underlying Stock Option would be 
transferable under Section 5 of the Plan.

(iv)  Upon the exercise of a Stock Appreciation Right, the Stock 
Option or part thereof to which such Stock Appreciation Right is 
related shall be deemed to have been exercised for the purpose of the 
limitation set forth in Section 3 of the Plan on the number of shares 
of Stock to be issued under the Plan, but only to the extent of the 
number of shares issued or issuable under the Stock Appreciation Right 
at the time of exercise based on the value of the Stock Appreciation 
Right at such time.

(v)	A Stock Appreciation Right granted in connection with an 
Incentive Stock Option may be exercised only if and when the market 
price of the Stock subject to the Incentive Stock Option exceeds the 
exercise price of such Option.

SECTION 7.  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 and key employees of the Company and Subsidiaries 
to whom, and the time or times at which, grants of Restricted Stock will be 
made, the number of shares to be awarded, the time or times within which such 
awards may be subject to forfeiture, and all other conditions of the awards.  
The Committee may also condition the grant of Restricted Stock upon the 
attainment of specified performance goals.  The provisions of Restricted Stock 
awards need not be the same with respect to each recipient.

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

(i)  Each participant shall be issued a stock certificate 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 Sheldahl, Inc. 1994 Stock Plan and an 
Agreement entered into between the registered 
owner and Sheldahl, Inc.  Copies of such Plan and 
Agreement are on file in the offices of Sheldahl, 
Inc., 1150 Sheldahl Road, P. O. Box 170, 
Northfield, MN 55057.  

(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 7, 
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).  
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 7, upon termination of employment 
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.

(v)  Notwithstanding the foregoing, all restrictions with 
respect to any participant's shares of Restricted Stock shall lapse, 
on the date determined by the Committee, prior to, but in no event 
more than sixty (60) days prior to, the occurrence of any of the 
following events:  (i) dissolution or liquidation of the Company, 
other than in conjunction with a bankruptcy of the Company or any 
similar occurrence, (ii) any merger, consolidation, acquisition, 
separation, reorganization, or similar occurrence, where the Company 
will not be the surviving entity or (iii) the transfer of 
substantially all of the assets of the Company or 75% or more of the 
outstanding Stock of the Company.

SECTION 8.  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 and key employees 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 8.  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.

(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 
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 9.  Transfer, Leave of Absence, etc.

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

(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 10.  Amendments and Termination.

The Board may amend, alter, or discontinue the Plan, but no amendment, 
alteration, or discontinuation shall be made (i) which would impair the rights 
of an optionee or participant under a Stock Option, Stock Appreciation Right, 
Restricted Stock, Deferred Stock or other Stock-based award theretofore 
granted, without the optionees or participants consent, or (ii) which without 
the approval of the stockholders of the Company would cause the Plan to no 
longer comply with Rule 16b-3 under the Securities Exchange Act of 1934, 
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, but, subject to Section 3 above, no 
such amendment shall impair the rights of any holder without his consent.  The 
Committee may also substitute new Stock Options for previously granted 
options, including previously granted options having higher option prices.

SECTION 11. 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 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.

(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 of Stock that 
would otherwise be deliverable to the participant, or (ii) delivering to the 
Company from shares of Stock already owned by the participant, that number of 
shares having an aggregate Fair Market Value equal to part or all of the tax 
payable by the participant under this Section 12(d).  Any such election shall 
be in accordance with, and subject to, applicable tax and securities laws, 
regulations and rulings.

SECTION 13.  Effective Date of Plan.  

The Plan shall be effective on October 14, 1994 (the date of approval 
by the Board of Directors), subject to approval by a vote of the holders of a 
majority of the Stock present and entitled to vote at the Annual Meeting of 
the Companys Shareholders on January 11, 1995 to approve (i) the Plan and (ii) 
an amendment to the Companys Articles of Incorporation to increase the 
authorized shares.  The Plan shall expire (unless terminated earlier) as of 
October 14, 2004.  Awards may be granted under the Plan prior to such 
Shareholder approval, provided such awards are made subject to Shareholder 
approval.

SECTION 14.	Target Grant Program with Automatic Target Replacement Options.  

(a)	Establishment of Target Level.  Subject to shareholder approval 
of the provisions of this Section 14, on August 19, 1997, the Committee 
established target levels for the number of Options to be held (the Target 
Level) by its officers and key employees (each, a Target Optionee).  Each 
Target Optionees Target Level is based on the position held by the Target 
Optionee and the level of responsibility, as determined by the Committee.  The 
Committee may change each Target Optionees Target Level, as a result of 
changes, increases or decreases in the Target Optionees position with the 
Company or level of responsibilities.  Subject to shareholder approval of the 
provisions of this Section 14, on August 19, 1997, the Committee granted to 
each Target Optionee a number of Stock Options which when added to the number 
of Stock Options then held by such Target Optionee equaled the Target Level.  
These newly granted options will vest and have a term as provided in paragraph 
(d) with respect to Target Replacement Options.  Stock Options held by a 
Target Optionee in an amount equal to the Target Level shall be referred to 
herein as the Target Optionees Target Options.  In the event a Target Optionee 
holds Stock Options in excess of his or her Target Level, the first Stock 
Options so held and exercised up to the Target Level shall be deemed Target 
Options.  No Target Replacement Options shall be granted with respect to Stock 
Options which are not Target Options. 

(b)	Target Replacement Options.  Unless otherwise provided by the 
Committee, upon the exercise of a Target Option or Target Replacement Option, 
a Target Optionee shall automatically be granted a new Stock Option on the 
date of such exercises to purchase that number of shares of the Companys 
Common Stock equal to the number of shares of the Companys Common Stock to 
which such exercise relates to bring the number of options held by the Target 
Optionee after such exercise back to the Target Level (Target Replacement 
Options).  The Target Optionee shall not be required to exercise Target 
Options prior to the exercise of Target Replacement Options.  Subject to the 
provisions set forth herein, Target Replacement Options may be issued as many 
times as outstanding Target Options or Target Replacement Options are 
exercised.

(c)	Target Replacement Option Price.  The Option Price for each 
share of Stock subject to the Target Replacement Options shall be the Fair 
Market Value of the Stock on the date of exercise of the existing Stock Option 
which triggers the automatic grant of the Target Replacement Options.  

(d)	Exercisability and Option Term.  One third of the shares subject 
to a Target Replacement Option shall vest and be fully exercisable beginning 
on the first anniversary of the date of grant of such Target Replacement 
Option, an additional one-third of such shares subject to a Target Replacement 
Option shall vest and be fully exercisable beginning on the second anniversary 
of the date of grant of such Options and the remaining shares subject to the 
Target Replacement Option shall vest and be fully exercisable beginning on the 
third anniversary of the date of grant of such Target Replacement Option. The 
term of each Target Replacement Option shall expire ten (10) years from the 
date of grant of such Target Replacement Option.  Such vesting shall cease, 
and the Target Optionee shall forfeit any Target Option and any Target 
Replacement Options which are not vested as of the Target Optionees 
termination of employment, without regard for the reason for such termination.  
Such Option shall be exercised and payment made in accordance with the 
provisions set forth in the Plan. 

(e)	Restrictions on Number of Shares.  The aggregate number of 
Target Replacement Options granted during any fiscal year of the Company to 
any Target Optionee shall not exceed 200,000 shares.

(f)	Restrictions on Additional Options.  Unless otherwise provided 
by the Committee, no Target Optionee shall be granted Stock Options in 
addition to the Target Replacement Options unless the Committee increases the 
designated Target Level for such Target Optionee.  

(g)	Status of Target Optionee.  No Target Replacement Options may be 
granted to any Target Optionee who is not employed by the Company at the time 
of exercise of a Stock Option which triggers the grant of a Target Replacement 
Option nor may any such Stock Option be granted to a Non Employee Director who 
is not a director of the Company at the time of exercise of a Stock Option 
which triggers the grant of a Target Replacement Option.  

(h)	Additional Provisions.  The grant of a Target Replacement Option 
is in all cases subject to the availability of sufficient shares for grant 
under the Plan or shareholder approval of an increase in the number of shares 
reserved under the Plan to accommodate the grant; and notwithstanding anything 
contained herein to the contrary, no Target Replacement Option shall be 
exercisable if a required shareholder approval has not been obtained.  In 
addition to the terms of this Section 14, all Target Replacement Options shall 
be subject to the terms and provisions set forth in this Plan which are in 
effect with respect to Non Qualified Stock Options.  

(i)	Change of Control.  After a public announcement by the Company 
of an event described in Section 5(c), no further Target Replacement Options 
shall be granted with respect to any Target Options or Target Replacement 
Options then outstanding.

(j)	Further Restrictions.  The Committee may, in its sole 
discretion, reduce the designated Target Level in general or with respect to a 
particular Target Optionee by reason of a reduction in the Target Optionees 
responsibilities, a change in title or non performance by the Target Optionee.

Shareholder approval of the Plan was obtained on January 11, 1995.

The Plan was amended by the resolutions adopted by the Board of 
Directors on August 18, 1996 and October 31, 1996.  The Shareholders ratified 
the amendments on January 8, 1997.  The Plan was amended again by resolutions 
adopted by the Board of Directors on August 19, 1997.  The Shareholders 
ratified the amendments on January 14, 1998.