Exhibit 10.5

                             PARLEX CORPORATION

                      2001 EMPLOYEES' STOCK OPTION PLAN

      incorporated under the laws of the Commonwealth of Massachusetts
                     (hereinafter called the "Company")

              STOCK OPTION NO. ___________ GRANTED: __________

                      FOR _____ SHARES OF COMMON STOCK

                           AT _________ PER SHARE

                           TO: __________________

               THIS OPTION IS EXERCISABLE ONLY WITHIN CERTAIN
                 PERIODS AND ONLY UPON THE TERMS AND SUBJECT
                     TO THE CONDITIONS SET FORTH HEREIN

      THIS MEMORANDUM WITNESSETH THAT: This option is granted under the 2001
Employees' Stock Option Plan (hereinafter called the "Plan") of the Company
and is subject to the provisions of the Plan which are made a part hereof by
this reference. The parties acknowledge and agree that except for the
provisions contained in this Memorandum, the Plan constitutes the full and
complete understanding and agreement of the parties. In the event of a
conflict between the provisions of this Memorandum and the Plan, the Plan
shall govern. The Company hereby grants to the individual whose name is
hereinabove set forth and who is sometimes hereinafter called "the Optionee"
the following option:

      ARTICLE FIRST.
      -------------

            (a)   Subject to the terms and conditions set forth herein, the
      Optionee is hereby given the right and option to purchase from the
      Company at ______________________ dollars ($ ) per share an aggregate
      of _______ _________ (_____) shares of the Common Stock of the Company
      during certain periods hereinafter stated and in the manner
      hereinafter set forth.

      Notwithstanding any provision of this memorandum or of the Plan, the
option to purchase hereunder is not exercisable after the expiration of five
years from the date this option is granted. The last day of said five-year
period is herein called the "specified termination date." The option to
purchase hereunder (unless sooner terminated) may be exercised, in whole or
in part, within and only within certain periods in the amounts stated as to
each period. The said periods are herein called "Exercise Periods" and are
as follows:


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            as to _____ shares, the period beginning with the _____ day of
            ____________, 20 ;
            as to _____ shares, the period beginning with the _____ day of
            ____________, 20 ;
            as to _____ shares, the period beginning with the _____ day of
            ____________, 20 ;
            as to _____ shares, the period beginning with the _____ day of
            ____________, 20 ; and
            as to _____ shares, the period beginning with the _____ day of
            ____________, 20 .

            (b)   All said periods shall end on the specified termination
      date. In the event the Optionee ceases to be employed by the Company
      for any reason other than death, any then unexercised options granted
      to such Optionee shall immediately terminate and become void upon the
      date of termination of employment and shall not thereafter be
      exercisable. The Company shall have the sole discretion to set the
      date of termination for purposes of the Plan, without regard to any
      notice period or other obligation under the labor laws of the
      jurisdiction where the Optionee is employed.

            (c)   In the event that an Optionee ceases to be an employee of
      the Company by reason of his death, any option granted to such
      Optionee, to the extent exercisable on the date of his death, may be
      exercised by his executor or administrator or the person or persons to
      whom the option is transferred by will or the applicable laws of
      descent and distribution at any time or times within one hundred
      eighty (180) days after the date of the Participant's death. The
      options shall expire at the end of such one hundred eighty (180) day
      period.

      ARTICLE SECOND.
      --------------

            (a)   This option is not transferable by the said Optionee
      otherwise than by will or the laws of descent and distribution, and is
      exercisable, during the Optionee's lifetime, only by him, and by him
      only while he is an employee of the Company.

            (b)   The term "Estate" as used in this Section or elsewhere
      means the executors or administrators of the estate of the Optionee
      after his decease or other persons succeeding, to the extent permitted
      by the provisions of this option, to the rights of the Optionee after
      his decease by his will or the laws of descent and distribution, as
      the case may be.

            (c)   The term "Holder", as used in this Section and all
      subsequent provisions of this option, shall mean the Optionee and, if
      the Optionee shall have deceased, his Estate as hereinbefore defined.
      The Holder shall not, by virtue of this option, be deemed to be a
      holder of any shares purchasable hereunder or to be entitled to the
      rights or privileges of a holder of


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      such shares unless and until they shall have been in fact issued to
      him after exercise of the option with respect to such shares.

            (d)   This option is subject to all laws and regulations of any
      governmental authority which may be applicable thereto and,
      notwithstanding any of the provisions hereof, the Holder agrees that
      the option granted hereby will not be exercised nor will the Company
      be obligated to issue any shares of stock hereunder if the exercise
      thereof or the issuance of such shares, as the case may be, would
      constitute a violation by the Holder or the Company of any such law or
      regulation or of any provision thereof.

            (e)   Re-employment of the Optionee by the Company shall not be
      deemed to constitute the Optionee an employee of the Company for
      purposes of any rights held by such person upon the date his prior
      employment ceased. Except as specifically permitted by express
      provision in the case of the decease of the said Optionee, this option
      may not under any provision hereof be exercised at any time unless at
      all times during the period beginning with the date of the granting of
      this option and ending on the date of such time of exercise the
      Optionee was an employee of the Company.

            (f)   For purposes of this memorandum only, employment of an
      Optionee by a subsidiary of the Company shall be considered as if such
      Optionee were employed by the Company. The term "subsidiary" as used
      in this Section and all subsequent provisions of the Option Agreement
      shall mean any present or future corporation in which the Company
      owns, directly or indirectly, stock possessing 50 percent or more of
      the total combined voting power of all classes of stock.

      ARTICLE THIRD.
      -------------

            (a)   This option may be exercised only by delivery of written
      notice of exercise to the Company as hereinafter provided, and
      delivery of such notice shall constitute exercise thereof. Such notice
      shall state the number of shares with respect to which the option is
      being exercised, shall be accompanied by cash or a certified check for
      the option price and, unless the Company shall at the time expressly
      waive this requirement in connection with such exercise of the option,
      shall contain a statement that the option is being exercised only with
      a view to investment in, and not with a view to the disposition of,
      the shares with respect to which the option is then being exercised.
      Payment may also be in whole or in part in shares of the Common Stock
      of the Company already owned by the Optionee exercising the option,
      valued at the Market Price determined in accordance with the
      provisions of Section (b) of Article Third herein provided, however,
      that there shall be no such exercise at any one time as to fewer than
      one hundred (100) shares or all of the remaining shares then
      purchasable by the person or persons exercising the option, if fewer
      than one hundred (100) shares.

            (b)   For purposes of this Plan, the Market Price shall be the
      closing sale price of a share of Common Stock as listed on the Nasdaq
      National


<PAGE>  3


      Market on the date of grant (or the last closing sale price in the
      event there were no such trades on the date of grant).

            (c)   As soon as reasonably feasible after the receipt of such
      notice and payment, the Company will deliver or cause to be delivered
      to the Holder at the office of the Company, certificates for the
      number of shares with respect to which the option has been exercised,
      registered in the name of the Holder. Notwithstanding the foregoing,
      as a condition precedent to the delivery of any shares hereunder, the
      Company shall have the right to require the Holder to remit to the
      Company an amount sufficient to satisfy federal, state and local
      withholding tax requirements, if and to the extent required by law.
      The shares may be registered in the name of a person other than a
      Holder if the Holder is an Estate. Notwithstanding the foregoing, if
      any law or regulation of the Securities and Exchange Commission or
      other body having jurisdiction shall require the Company or the Holder
      to take any action in connection with the shares specified in such
      notice, then delivery of such shares to the Holder shall be deferred
      for the period necessary to take such action.

            (d)   Delivery shall be made as of the date of delivery of
      notice of exercise of the option with respect thereto, and the Holder
      shall be entitled to receive all dividends and distributions (payable
      in cash, stock, or otherwise) or the equivalent thereof payable to
      stockholders of record subsequent to delivery of notice of exercise of
      the option with respect to such shares and prior to the date of
      issuance and delivery of the shares pursuant thereto. Except as above
      provided with respect to the payment of withholding taxes, the Company
      will pay all federal original issue taxes on such issue and delivery,
      and all other fees or expenses necessarily incurred by the Company in
      connection therewith; provided, however, that all federal and state
      transfer taxes payable in respect of shares of Common Stock of the
      Company issued and delivered under this option in a name other than
      the name of the person to whom this option is granted shall, upon the
      delivery of such shares, be paid by the recipient thereof.

      ARTICLE FOURTH.
      --------------

      If any of the following events shall occur prior to the specified
termination date or other termination of this option, the aggregate number
of shares covered by this option (or the balance of the shares covered
thereby, if theretofore the option has been exercised in part) and the
purchase price payable therefore, shall in each instance be changed or
adjusted as follows:

            (a)   If the Company shall, at any time while this option is
      outstanding and prior to any termination thereof, declare and pay in
      Common Stock any dividend upon shares of its Common Stock outstanding,
      there shall in any such event be added to the number of shares of
      Common Stock which might, immediately prior to such dividend, be
      purchased pursuant to this option the number of shares of Common Stock
      of the Company which the Holder would have received or become entitled
      to receive by way of such dividend if, at the date for the
      determination of stockholders entitled to receive such dividend, the


<PAGE>  4


      Holder had been the holder of record of the number of shares of Common
      Stock then covered by this option; and the then option price per
      share shall be correspondingly adjusted so that the option price per
      share, thereafter and prior to any other adjustment therein pursuant
      to the provisions hereof, shall be the quotient resulting from
      dividing the option price per share of Common Stock in effect
      immediately prior to such stock dividend by the number of shares
      which, by virtue of the foregoing provisions of this paragraph, the
      Holder shall be entitled to purchase at the time of purchase for each
      share he was entitled to purchase immediately prior to such dividend.
      The additional shares, which are purchasable by reason of the
      foregoing provisions of this paragraph, may be purchased only within
      such period or periods as may be purchased the shares on account of
      which, by virtue of the foregoing provisions of this paragraph, such
      additional shares may be purchased.

            (b)   If the Company shall, at any time while this option is
      outstanding, reclassify the shares of its Common Stock into a greater
      or lesser number of shares of Common Stock, the number of shares which
      may, after any such reclassification, be purchased pursuant to this
      option shall be the number of shares which the Holder would have
      received or become entitled to receive upon such reclassification if
      the Holder had, prior to such reclassification, been the holder of
      record of the number of shares of Common Stock then covered by this
      option; and the option price per share shall be correspondingly
      adjusted so that, in the event of a reclassification into a greater
      number of shares, the option price per share, thereafter and prior to
      any other adjustment therein pursuant to the provisions hereof, shall
      be the quotient resulting from dividing the option price per share of
      Common Stock in effect immediately prior to such reclassification by
      the number of shares of Common Stock into which each share of such
      stock shall be reclassified, and, in the event of a reclassification
      into a lesser number of shares, the option price per share, thereafter
      and prior to any other adjustment therein pursuant to the provisions
      hereof, shall be the product resulting from multiplying the option
      price per share of Common Stock in effect immediately prior to such
      reclassification by the number of shares of Common Stock required to
      constitute one share of the reclassified number of shares. The number
      of shares which are purchasable by reason of the foregoing provisions
      of this paragraph within any specified fixed period or periods shall
      be increased or decreased in that proportion which the number of
      shares purchasable after any such reclassification bears to the number
      of shares purchasable immediately before any such reclassification.

            (c)   If, at any time while this option is outstanding, there
      shall be a reorganization or recapitalization of the Company or a
      consolidation or merger of the Company into or with another company or
      a sale of all or substantially all of the assets of the Company,
      adequate provision shall be made so that, in lieu of each share of
      Common Stock then covered by this option, there shall thereafter be
      substituted hereunder during the period hereof such other share or
      shares of stock, security or securities, or assets as would have been
      issuable or payable in respect of or in exchange for such share had
      the Holder on the record date for the determination thereof been the
      record holder of such share;


<PAGE>  5


      provided, however, that in any such event or in anticipation of any
      such event, the period or periods within which this option may be
      exercised may be accelerated by the Company by vote of the Board of
      Directors to a date not less than thirty days after notice of such
      acceleration shall have been mailed to the Holder. Notwithstanding the
      foregoing, a dissolution or liquidation of the Company or a merger or
      consolidation in which the Company is not the surviving corporation or
      in which a majority of its outstanding shares are so converted or
      exchanged shall cause every option hereunder to terminate; provided
      that if any such dissolution, liquidation, merger or consolidation is
      contemplated, the Company shall either arrange for any corporation
      succeeding to the business and assets of the Company to issue to the
      participants replacement options (which, in the case of Incentive
      Stock Options, satisfy, in the determination of the Committee, the
      requirements of Section 424 of the Code) on such corporation's stock
      which will to the extent possible preserve the value of the
      outstanding options or shall make the outstanding options fully
      exercisable at least 20 days before the effective date of any such
      dissolution, liquidation, merger or consolidation. The existence of
      the Plan shall not prevent any such change or other transaction and no
      participant hereunder shall have any right except as herein expressly
      set forth.

            (d)   If the Company shall take any action (other than by way of
      the declaration or payment of a dividend or dividends (exclusive of
      stock dividends) thereon and other than such action as is described or
      referred to in clauses (a), (b), or (c) of this ARTICLE FOURTH hereof
      which, in the opinion of the Board of Directors, would materially
      dilute the Common Stock or other securities then covered by this
      option, the Board of Directors shall appoint a firm of independent
      public accountants (which may be the firm which regularly examines and
      reports upon the financial statements of the Company) which shall give
      their opinion as to the adjustment, if any, in the then option price
      per share required to protect against such dilution, and the option
      price per share shall thereupon become the price expressed in such
      opinion.

            (e)   No fraction of or fractional shares shall be purchasable
      or delivered upon purchase hereunder.

      Upon any adjustment required as hereinabove provided of the purchase
price or the number of shares purchasable upon the exercise of this option,
the Company agrees forthwith to deliver to the Holder a certificate, signed
by its President or Treasurer, setting forth the number of shares, and the
price per share therefore, thereafter purchasable on the exercise of this
option.

      The Company will, at all times during the term of this option, reserve
and keep available out of shares of its Common Stock authorized and unissued
such number of shares of its Common Stock as shall be sufficient to satisfy
the requirements of this option.

      This option shall be binding upon any company into which the Company
is merged or with which it is consolidated, and, unless clearly
inapplicable,


<PAGE>  6


references herein to the Company shall be deemed to include any such
company.

      ARTICLE FIFTH.
      -------------

      Any notice to be given to the Company hereunder shall be deemed
sufficient if delivered in writing at the office of the President of the
Company or at such other address as the Company may hereafter designate and
shall be effective when so delivered.

      Any notice to be given to the Holder hereunder shall be deemed
sufficient if delivered in person to the Holder or at his address furnished
to the Company or when deposited in the mail addressed to the Holder at such
address and shall be effective when so delivered or when so deposited.

      ARTICLE SIXTH.
      -------------

      The Plan shall be administered by the Committee appointed by the Board
of Directors to administer the Plan or the Board of Directors as a whole if
no appointment is made (the "Committee"). The decision of the Committee or
the Board of Directors shall be final and binding on all persons concerned
and with respect to all questions arising under the Plan, including the
terms of the Plan and of the options granted under the Plan.


      IN WITNESS WHEREOF, the Company has caused this option to be signed by
its duly authorized officer and its corporate seal to be hereunto affixed
this ____ day of _______________, 20__ .


ATTEST:                                PARLEX CORPORATION

_____________________________          By:___________________________
Name:                                       Name:
Title:                                      Title:


      I hereby acknowledge receipt of this Option Agreement covering my
stock option under the Parlex Corporation 2001 Employees' Stock Option Plan,
and the enclosed Plan, and in connection with the grant of the Option
hereunder to me, hereby agree that the contents of this Option Agreement and
the terms and conditions of the Plan are acceptable to me and that I shall
be bound thereby.


                __________________________    ____________
                        Optionee                 Date


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