2000 Non-Officer Equity Incentive Plan - InVision Technologies Inc.


                              INVISION TECHNOLOGIES

                     2000 NON-OFFICER EQUITY INCENTIVE PLAN

                      ADOPTED BY BOARD ON FEBRUARY 14, 2000

1.       PURPOSES.

         (a) The purpose of the Plan is to provide a means by which selected 
Employees of and Consultants to the Company, and its Affiliates, may be given 
an opportunity to benefit from increases in value of the stock of the Company 
through the granting of (i) Nonstatutory Stock Options, (ii) stock bonuses, 
and (iii) rights to purchase restricted stock, all as defined below.

         (b) The Company, by means of the Plan, seeks to retain the services 
of persons (other than Directors and Employees serving as Officers of the 
Company or its Affiliates) who are now Employees of or Consultants to the 
Company or its Affiliates, to secure and retain the services of new Employees 
and Consultants, and to provide incentives for such persons to exert maximum 
efforts for the success of the Company and its Affiliates.

         (c) The Company intends that the Stock Awards issued under the Plan 
shall, in the discretion of the Board or any Committee to which 
responsibility for administration of the Plan has been delegated pursuant to 
subsection 3(c), be either (i) Nonstatutory Stock Options granted pursuant to 
Section 6 hereof, or (ii) stock bonuses or rights to purchase restricted 
stock granted pursuant to Section 7 hereof.

2.       DEFINITIONS.

         (a) 'AFFILIATE' shall have the meaning given that term in Rule 405 
of Regulation C promulgated under the Securities Act.

         (b) 'BOARD' means the Board of Directors of the Company.

         (c) 'CODE' means the Internal Revenue Code of 1986, as amended.

         (d) 'COMMITTEE' means a Committee appointed by the Board in 
accordance with subsection 3(c) of the Plan.

         (e) 'COMPANY' means InVision Technologies, Inc., a Delaware 
corporation.

         (f) 'CONSULTANT' means any natural person (or other person covered 
under Form S-8 promulgated under the Securities Act), including an advisor, 
engaged by the Company or an Affiliate of the Company to render consulting 
services and who is compensated for such services, provided that the term 
'Consultant' shall not include those persons who render services as a 
Director.



         (g) 'CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT' means 
the individual's relationship with the Company or an Affiliate, whether as an 
Employee, Director or Consultant, is not interrupted or terminated. For 
example, a change in status without interruption from an Employee of the 
Company to a Consultant of an Affiliate or a Director will not constitute an 
interruption of Continuous Status as an Employee, Director or Consultant. The 
Board or the chief executive officer of the Company, in that party's sole 
discretion, may determine whether Continuous Status as an Employee, Director 
or Consultant shall be considered interrupted in the case of any leave of 
absence approved by that party, including sick leave, military leave or any 
other personal leave.

         (h) 'DIRECTOR' means a member of the Board.

         (i) 'DISABILITY' means permanent and total disability as defined in 
Section 22(e)(3) of the Code.

         (j) 'EMPLOYEE' means any common law employee of the Company or any 
Affiliate of the Company. Neither service as a Director nor payment of a 
director's fee by the Company shall be sufficient to constitute status as an 
Employee.

         (k) 'EXCHANGE ACT' means the Securities Exchange Act of 1934, as 
amended.

         (l) 'FAIR MARKET VALUE' means, as of any date, the value of the 
common stock of the Company, determined as follows:

                  (i) If the common stock is listed on any established stock 
exchange or traded on the National Market System of the Nasdaq or the Nasdaq 
SmallCap Market, the Fair Market Value of a share of common stock shall be 
the closing sales price for such stock (or the closing bid, if no sales were 
reported) as quoted on such exchange or market (or the exchange or market 
with the greatest volume of trading in the Company's common stock) on the 
last market trading day prior to the day of determination, as reported in The 
Wall Street Journal or such other source as the Board deems reliable.

                  (ii) In the absence of such markets for the common stock, 
the Fair Market Value shall be determined in good faith by the Board.

         (m) 'NONSTATUTORY STOCK OPTION' means an Option not intended to 
qualify as an incentive stock option pursuant to Section 422 of the Code and 
the regulations promulgated thereunder.

         (n) 'OFFICER' means a person who is an officer of the Company within 
the meaning of Rule 4460(i)(1)(a) of the Rules of the National Association of 
Securities Dealers, Inc.

         (o) 'OPTION' means a stock option granted pursuant to the Plan.

         (p) 'OPTION AGREEMENT' means a written agreement between the Company 
and an Optionee evidencing the terms and conditions of an individual Option 
grant. Each Option Agreement shall be subject to the terms and conditions of 
the Plan.

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         (q) 'OPTIONEE' means an Employee, Director or Consultant who holds 
an outstanding Option or, if applicable, such other person who holds an 
outstanding Option.

         (r) 'PLAN' means this 2000 Non-Officer Equity Incentive Plan.

         (s) 'STOCK AWARD' means any right granted under the Plan, including 
any Option, any stock bonus and any right to purchase restricted stock.

         (t) 'STOCK AWARD AGREEMENT' means a written agreement between the 
Company and a holder of a Stock Award evidencing the terms and conditions of 
an individual Stock Award grant. Each Stock Award Agreement shall be subject 
to the terms and conditions of the Plan.

3.       ADMINISTRATION.

         (a) The Plan shall be administered by the Board unless and until the 
Board delegates administration to a Committee, as provided in subsection 3(c).

         (b) The Board shall have the power, subject to, and within the 
limitations of, the express provisions of the Plan:

                  (i) To determine from time to time which of the persons 
eligible under the Plan shall be granted Stock Awards; when and how each 
Stock Award shall be granted; whether a Stock Award will be a Nonstatutory 
Stock Option, a stock bonus, a right to purchase restricted stock, or a 
combination of the foregoing; the provisions of each Stock Award granted 
(which need not be identical), including the time or times when a person 
shall be permitted to receive stock pursuant to a Stock Award; and the number 
of shares with respect to which a Stock Award shall be granted to each such 
person.

                  (ii) To construe and interpret the Plan and Stock Awards 
granted under it, and to establish, amend and revoke rules and regulations 
for its administration. The Board, in the exercise of this power, may correct 
any defect, omission or inconsistency in the Plan or in any Stock Award 
Agreement, in a manner and to the extent it shall deem necessary or expedient 
to make the Plan fully effective.

                  (iii) To amend the Plan or a Stock Award as provided in 
Section 12.

                  (iv) Generally, to exercise such powers and to perform such 
acts as the Board deems necessary or expedient to promote the best interests 
of the Company which are not in conflict with the provisions of the Plan.

         (c) The Board may delegate administration of the Plan to a committee 
composed of one or more members of the Board (the 'Committee'). If 
administration is delegated to a Committee, the Committee shall have, in 
connection with the administration of the Plan, the powers theretofore 
possessed by the Board (and references in this Plan to the Board shall 
thereafter be to the Committee), subject, however, to such resolutions, not 
inconsistent with the provisions of the Plan, as may be adopted from time to 
time by the Board. The Board may abolish the Committee at any time and revest 
in the Board the administration of the Plan.

                                        3



4.       SHARES SUBJECT TO THE PLAN.

         (a) Subject to the provisions of Section 11 relating to adjustments 
upon changes in stock, the number of shares of stock that may be issued 
pursuant to Stock Awards shall not exceed in the aggregate four hundred 
thousand (400,000) shares of the Company's common stock. If any Stock Award 
shall for any reason expire or otherwise terminate, in whole or in part, 
without having been exercised in full, the stock not acquired under such 
Stock Award shall revert to and again become available for issuance under the 
Plan.

         (b) The stock subject to the Plan may be unissued shares or 
reacquired shares, bought on the market or otherwise.

5.       ELIGIBILITY.

         Stock Awards may be granted only to Employees or Consultants who are 
not (i) Officers (including without limitation vice presidents of the 
Company), (ii) Directors, or (iii) then subject to Section 16 of the Exchange 
Act. Notwithstanding the foregoing, an Officer may be granted a Stock Award 
if the grant of such Stock Award is an essential inducement to such Officer 
entering into an employment agreement with the Company or an Affiliate.

6.       OPTION PROVISIONS.

         Each Option shall be in such form and shall contain such terms and 
conditions as the Board shall deem appropriate. The provisions of separate 
Options need not be identical, but each Option shall include (through 
incorporation of provisions hereof by reference in the Option or otherwise) 
the substance of each of the following provisions:

         (a) TERM. No Option shall be exercisable after the expiration of ten 
(10) years from the date it was granted.

         (b) PRICE. The exercise price of each Nonstatutory Stock Option 
shall be not less than eighty-five percent (85%) of the Fair Market Value of 
the stock subject to the Option on the date the Option is granted.

         (c) CONSIDERATION. The purchase price of stock acquired pursuant to 
an Option shall be paid, to the extent permitted by applicable statutes and 
regulations, either (i) in cash at the time the Option is exercised, or (ii) 
at the discretion of the Board or the Committee, at the time of the grant of 
the Option, (a) by delivery to the Company of other common stock of the 
Company, (b) according to a deferred payment arrangement, except that payment 
of the common stock's 'par value' (as defined in the Delaware General 
Corporation Law) shall not be made by deferred payment or other arrangement 
(which may include, without limiting the generality of the foregoing, the use 
of other common stock of the Company) with the person to whom the Option is 
granted or to whom the Option is transferred pursuant to subsection 6(d), or 
(c) in any other form of legal consideration that may be acceptable to the 
Board.

         In the case of any deferred payment arrangement, interest shall be 
payable at least annually and shall be charged at the minimum rate of 
interest necessary to avoid the treatment as 

                                        4



interest, under any applicable provisions of the Code, of any amounts other 
than amounts stated to be interest under the deferred payment arrangement.

         (d) TRANSFERABILITY. An Option shall not be transferable except by 
will or by the laws of descent and distribution (and shall be exercisable 
during the lifetime of the person to whom the Option is granted only by such 
person) unless the applicable Option Agreement expressly provides for other 
permitted types of transfer. Notwithstanding the foregoing, the person to 
whom the Option is granted may, by delivering written notice to the Company, 
in a form satisfactory to the Company, designate a third party who, in the 
event of the death of the Optionee, shall thereafter be entitled to exercise 
the Option.

         (e) VESTING. The total number of shares of stock subject to an 
Option may, but need not, be allotted in periodic installments (which may, 
but need not, be equal). The Option Agreement may provide that from time to 
time during each of such installment periods, the Option may become 
exercisable ('vest') with respect to some or all of the shares allotted to 
that period, and may be exercised with respect to some or all of the shares 
allotted to such period and/or any prior period as to which the Option became 
vested but was not fully exercised. The Option may be subject to such other 
terms and conditions on the time or times when it may be exercised (which may 
be based on performance or other criteria) as the Board may deem appropriate. 
The vesting provisions of individual Options may vary. The provisions of this 
subsection 6(e) are subject to any Option provisions governing the minimum 
number of shares as to which an Option may be exercised.

         (f) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. In the 
event an Optionee's Continuous Status as an Employee, Director or Consultant 
terminates (other than upon the Optionee's death or disability), the Optionee 
may exercise his or her Option (to the extent that the Optionee was entitled 
to exercise it as of the date of termination, unless the Option Agreement 
expressly provides that the Option may become exercisable for additional 
shares after the date of termination) but only within such period of time 
ending on the earlier of (i) the date three (3) months following the 
termination of the Optionee's Continuous Status as an Employee, Director or 
Consultant (or such longer or shorter period specified in the Option 
Agreement), or (ii) the expiration of the term of the Option as set forth in 
the Option Agreement. If, after termination, the Optionee does not exercise 
his or her Option within the time specified in the Option Agreement, the 
Option shall terminate, and the shares covered by such Option shall revert to 
and again become available for issuance under the Plan.

         An Optionee's Option Agreement may also provide that if the exercise 
of the Option following the termination of the Optionee's Continuous Status 
as an Employee, Director or Consultant (other than upon the Optionee's death 
or disability) would result in liability under Section 16(b) of the Exchange 
Act, then the Option shall terminate on the earlier of (i) the expiration of 
the term of the Option set forth in the Option Agreement, or (ii) the tenth 
(10th) day after the last date on which such exercise would result in such 
liability under Section 16(b) of the Exchange Act. Finally, an Optionee's 
Option Agreement may also provide that if the exercise of the Option 
following the termination of the Optionee's Continuous Status as an Employee, 
Director or Consultant (other than upon the Optionee's death or disability) 
would be prohibited at any time solely because the issuance of shares would 
violate the registration requirements under the Act, then the Option shall 
terminate on the earlier of (i) the expiration of the term of 

                                        5



the Option set forth in the first paragraph of this subsection 6(f), or (ii) 
the expiration of a period of three (3) months after the termination of the 
Optionee's Continuous Status as an Employee, Director or Consultant during 
which the exercise of the Option would not be in violation of such 
registration requirements.

         (g) DISABILITY OF OPTIONEE. In the event an Optionee's Continuous 
Status as an Employee, Director or Consultant terminates as a result of the 
Optionee's Disability, the Optionee may exercise his or her Option (to the 
extent that the Optionee was entitled to exercise it as of the date of 
termination, unless the Option Agreement expressly provides that the Option 
may become exercisable for additional shares after the date of termination), 
but only within such period of time ending on the earlier of (i) the date six 
(6) months following such termination (or such longer or shorter period 
specified in the Option Agreement), or (ii) the expiration of the term of the 
Option as set forth in the Option Agreement. If, after termination, the 
Optionee does not exercise his or her Option within the time specified 
herein, the Option shall terminate, and the shares covered by such Option 
shall revert to and again become available for issuance under the Plan.

         (h) DEATH OF OPTIONEE. In the event of the death of an Optionee 
during, or within a period specified in the Option Agreement after the 
termination of, the Optionee's Continuous Status as an Employee, Director or 
Consultant, the Option may be exercised (to the extent the Optionee was 
entitled to exercise the Option as of the date of death) by the Optionee's 
estate, by a person who acquired the right to exercise the Option by bequest 
or inheritance, but only within the period ending on the earlier of (i) the 
date twelve (12) months following the date of death (or such longer or 
shorter period specified in the Option Agreement), or (ii) the expiration of 
the term of such Option as set forth in the Option Agreement. If, at the time 
of death, the Optionee was not entitled to exercise his or her entire Option, 
the shares covered by the unexercisable portion of the Option shall revert to 
and again become available for issuance under the Plan. If, after death, the 
Option is not exercised within the time specified herein, the Option shall 
terminate, and the shares covered by such Option shall revert to and again 
become available for issuance under the Plan.

7.       TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.

         Each stock bonus or restricted stock purchase agreement shall be in 
such form and shall contain such terms and conditions as the Board or the 
Committee shall deem appropriate. The terms and conditions of stock bonus or 
restricted stock purchase agreements may change from time to time, and the 
terms and conditions of separate agreements need not be identical, but each 
stock bonus or restricted stock purchase agreement shall include (through 
incorporation of provisions hereof by reference in the agreement or 
otherwise) the substance of each of the following provisions as appropriate:

         (a) PURCHASE PRICE. The purchase price under each restricted stock 
purchase agreement shall be such amount as the Board or Committee shall 
determine and designate in such agreement, but in no event shall the purchase 
price be less than eighty-five percent (85%) of the stock's Fair Market Value 
on the date such award is made. Notwithstanding the foregoing, the Board or 
the Committee may determine that eligible participants in the Plan may be 
awarded 

                                        6



stock pursuant to a stock bonus agreement in consideration for past services 
actually rendered to the Company or for its benefit.

         (b) TRANSFERABILITY. No rights under a stock bonus or restricted 
stock purchase agreement shall be transferable except by will or the laws of 
descent and distribution, unless the applicable Stock Award Agreement 
expressly provides for other types of transfer.

         (c) CONSIDERATION. The purchase price of stock acquired pursuant to 
a stock purchase agreement shall be paid either: (i) in cash at the time of 
purchase; (ii) at the discretion of the Board or the Committee, according to 
a deferred payment or other arrangement, except that payment of the common 
stock's 'par value' (as defined in the Delaware General Corporation Law) 
shall not be made by deferred payment or other arrangement (which may 
include, without limiting the generality of the foregoing, the use of other 
common stock of the Company) with the person to whom the stock is sold; or 
(iii) in any other form of legal consideration that may be acceptable to the 
Board or the Committee in its discretion. Notwithstanding the foregoing, the 
Board or the Committee to which administration of the Plan has been delegated 
may award stock pursuant to a stock bonus agreement in consideration for past 
services actually rendered to the Company or for its benefit.

         (d) VESTING. Shares of stock sold or awarded under the Plan may, but 
need not, be subject to a repurchase option in favor of the Company in 
accordance with a vesting schedule to be determined by the Board or the 
Committee.

         (e) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. In the 
event the Continuous Status as an Employee, Director or Consultant of a 
person holding a Stock Award terminates, the Company may repurchase or 
otherwise reacquire, subject to the limitations described in subsection 7(d), 
any or all of the shares of stock held by that person which have not vested 
as of the date of termination under the terms of the stock bonus or 
restricted stock purchase agreement between the Company and such person.

8.       COVENANTS OF THE COMPANY.

         (a) During the terms of the Stock Awards, the Company shall keep 
available at all times the number of shares of stock required to satisfy such 
Stock Awards.

         (b) The Company shall seek to obtain from each regulatory commission 
or agency having jurisdiction over the Plan such authority as may be required 
to issue and sell shares of stock upon exercise of the Stock Award; provided, 
however, that this undertaking shall not require the Company to register 
under the Securities Act of 1933, as amended (the 'Securities Act') either 
the Plan, any Stock Award or any stock issued or issuable pursuant to any 
such Stock Award. If, after reasonable efforts, the Company is unable to 
obtain from any such regulatory commission or agency the authority which 
counsel for the Company deems necessary for the lawful issuance and sale of 
stock under the Plan, the Company shall be relieved from any liability for 
failure to issue and sell stock upon exercise of such Stock Awards unless and 
until such authority is obtained.

9.       USE OF PROCEEDS FROM STOCK.

                                        7



         Proceeds from the sale of stock pursuant to Stock Awards shall 
constitute general funds of the Company.

10.      MISCELLANEOUS.

         (a) The Board shall have the power to accelerate the time at which a 
Stock Award may first be exercised or the time during which a Stock Award or 
any part thereof will vest pursuant to subsection 6(e) or 7(d), 
notwithstanding the provisions in the Stock Award stating the time at which 
it may first be exercised or the time during which it will vest.

         (b) Neither an Employee or Consultant, nor any person to whom a 
Stock Award is transferred under subsection 6(d) or 7(b) shall be deemed to 
be the holder of, or to have any of the rights of a holder with respect to, 
any shares subject to such Stock Award unless and until such person has 
satisfied all requirements for exercise of the Stock Award pursuant to its 
terms.

         (c) Nothing in the Plan or any instrument executed or Stock Award 
granted pursuant thereto shall confer upon any Employee, Consultant or other 
holder of Stock Awards any right to continue in the employ of the Company or 
any Affiliate (or to continue acting as a Consultant) or shall affect the 
right of the Company or any Affiliate to terminate the employment of any 
Employee with or without cause, or to terminate the relationship of any 
Consultant in accordance with the terms of that Consultant's agreement with 
the Company or Affiliate to which such Consultant is providing services.

         (d) SECURITIES LAW COMPLIANCE. The Company may require any person to 
whom a Stock Award is granted, or any person to whom a Stock Award is 
transferred pursuant to subsection 6(d) or 7(b), as a condition of exercising 
or acquiring stock under any Stock Award, (1) to give written assurances 
satisfactory to the Company as to such person's knowledge and experience in 
financial and business matters and/or to employ a purchaser representative 
reasonably satisfactory to the Company who is knowledgeable and experienced 
in financial and business matters, and that he or she is capable of 
evaluating, alone or together with the purchaser representative, the merits 
and risks of exercising the Stock Award; and (2) to give written assurances 
satisfactory to the Company stating that such person is acquiring the stock 
subject to the Stock Award for such person's own account and not with any 
present intention of selling or otherwise distributing the stock. The 
foregoing requirements, and any assurances given pursuant to such 
requirements, shall be inoperative if (i) the issuance of the shares upon the 
exercise or acquisition of stock under the Stock Award has been registered 
under a then currently effective registration statement under the Securities 
Act, or (ii) as to any particular requirement, a determination is made by 
counsel for the Company that such requirement need not be met in the 
circumstances under the then applicable securities laws. The Company may 
require the holder of the Stock Award to provide such other representations, 
written assurances or information which the Company shall determine is 
necessary, desirable or appropriate to comply with applicable securities and 
other laws as a condition of granting a Stock Award to such person or 
permitting the holder of the Stock Award to exercise the Stock Award. The 
Company may, upon advice of counsel to the Company, place legends on stock 
certificates issued under the Plan as such counsel deems necessary or 
appropriate in order to comply with applicable securities laws, including, 
but not limited to, legends restricting the transfer of the stock.

                                        8



         (e) WITHHOLDING. To the extent provided by the terms of a Stock 
Award Agreement, the person to whom a Stock Award is granted may satisfy any 
federal, state or local tax withholding obligation relating to the exercise 
or acquisition of stock under a Stock Award by any of the following means or 
by a combination of such means: (1) tendering a cash payment; (2) authorizing 
the Company to withhold shares from the shares of the common stock otherwise 
issuable to the participant as a result of the exercise or acquisition of 
stock under the Stock Award; or (3) delivering to the Company owned and 
unencumbered shares of the common stock of the Company.

11.      ADJUSTMENTS UPON CHANGES IN STOCK.

         (a) If any change is made in the stock subject to the Plan, or 
subject to any Stock Award, without the receipt of consideration by the 
Company (through merger, consolidation, reorganization, recapitalization, 
reincorporation, stock dividend, dividend in property other than cash, stock 
split, liquidating dividend, combination of shares, exchange of shares, 
change in corporate structure or other transaction not involving the receipt 
of consideration by the Company), the Plan will be appropriately adjusted in 
the class(es) and the maximum number of shares subject to the Plan pursuant 
to subsection 4(a), and the outstanding Stock Awards will be appropriately 
adjusted in the class(es) and number of shares and price per share of stock 
subject to such outstanding Stock Awards. Such adjustments shall be made by 
the Board or the Committee, the determination of which shall be final, 
binding and conclusive. (The conversion of any convertible securities of the 
Company shall not be treated as a 'transaction not involving the receipt of 
consideration by the Company.')

         (b) In the event of: (1) a merger or consolidation in which the 
Company is not the surviving corporation; or (2) a reverse merger in which 
the Company is the surviving corporation but the shares of the Company's 
common stock outstanding immediately preceding the merger are converted by 
virtue of the merger into other property, whether in the form of securities, 
cash or otherwise, then to the extent permitted by applicable law: (i) any 
surviving corporation or an Affiliate of such surviving corporation shall 
assume any Stock Awards outstanding under the Plan or shall substitute 
similar Stock Awards for those outstanding under the Plan, or (ii) such Stock 
Awards shall continue in full force and effect. In the event any surviving 
corporation and its Affiliates refuse to assume or continue such Stock 
Awards, or to substitute similar Stock Awards for those outstanding under the 
Plan, then, with respect to Stock Awards held by persons then performing 
services as Employees, Directors or Consultants, such Stock Awards shall 
become fully vested as of the business day first preceding the date of the 
transaction and all outstanding Stock Awards shall terminate if not exercised 
prior to such event. In the event of a dissolution, liquidation or sale of 
all or substantially all of the assets of the Company all outstanding Stock 
Awards shall terminate at that time.

12.      AMENDMENT OF THE PLAN AND STOCK AWARDS.

         (a) The Board at any time, and from time to time, may amend the Plan.

         (b) The Board, in its sole discretion, may submit the Plan and/or 
any amendment to the Plan for stockholder approval.

                                        9



         (c) It is expressly contemplated that the Board may amend the Plan 
in any respect the Board deems necessary or advisable to provide those 
eligible with the maximum benefits provided or to be provided under the 
provisions of the Code and the regulations promulgated thereunder.

         (d) Rights and obligations under any Stock Award granted before 
amendment of the Plan shall not be impaired by any amendment of the Plan 
unless (i) the Company requests the consent of the person to whom the Stock 
Award was granted and (ii) such person consents in writing.

         (e) The Board at any time, and from time to time, may amend the 
terms of any one or more Stock Award; provided, however, that the rights and 
obligations under any Stock Award shall not be impaired by any such amendment 
unless (i) the Company requests the consent of the person to whom the Stock 
Award was granted and (ii) such person consents in writing.

13.      TERMINATION OR SUSPENSION OF THE PLAN.

         (a) The Board may suspend or terminate the Plan at any time. No 
Stock Awards may be granted under the Plan while the Plan is suspended or 
after it is terminated.

         (b) Rights and obligations under any Stock Award granted while the 
Plan is in effect shall not be impaired by suspension or termination of the 
Plan, except with the written consent of the person to whom the Stock Award 
was granted.

14.      EFFECTIVE DATE OF PLAN.

                  The Plan shall become effective on adoption by the Board.


                                        10




 TYPE:  EX-27.1
 SEQUENCE:  3
 DESCRIPTION:  EXHIBIT 27.1


  


 ARTICLE:   5

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS, STATEMENTS OF INCOME AND STATEMENTS OF CASH FLOW
INCLUDED IN THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED
APRIL 2, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.

 MULTIPLIER:   1,000
       
                             
 PERIOD TYPE:                     3-MOS
 FISCAL YEAR END:                            DEC-31-2000
 PERIOD START:                               JAN-01-2000
 PERIOD END:                                 APR-02-2000
 CASH:                                            14,193
 SECURITIES:                                       1,000
 RECEIVABLES:                                     19,535
 ALLOWANCES:                                         280
 INVENTORY:                                       20,016
 CURRENT ASSETS:                                  58,385
 PP&E:                                            15,246
 DEPRECIATION:                                     8,514
 TOTAL ASSETS:                                    70,116
 CURRENT LIABILITIES:                             20,409
 BONDS:                                                0
 PREFERRED MANDATORY:                                  0
 PREFERRED:                                            0
 COMMON:                                              12
 OTHER SE:                                        46,906
 TOTAL LIABILITY AND EQUITY:                      70,116
 SALES:                                           18,679
 TOTAL REVENUES:                                  18,679
 CGS:                                             12,920
 TOTAL COSTS:                                      6,754
 OTHER EXPENSES:                                       0
 LOSS PROVISION:                                       0
 INTEREST EXPENSE:                                     9
 INCOME PRETAX:                                    (660)
 INCOME TAX:                                           0
 INCOME CONTINUING:                                (660)
 DISCONTINUED:                                         0
 EXTRAORDINARY:                                        0
 CHANGES:                                              0
 NET INCOME:                                       (660)
 EPS BASIC:                                       (0.05)
 EPS DILUTED:                                     (0.05)