COMPUTER PRODUCTS, INC.
                        EXECUTIVE ANNUAL INCENTIVE PLAN
                               TABLE OF CONTENTS
                                                            PAGE
                                                            ----


      I.  Purpose                                             2

      II. Effective Date                                      2

     III. Plan Year                                           2

     IV.  Plan Administration                                 3

      V.  Eligibility                                         3

     VI.  Company Performance Objectives                      4

          -    Threshold                                      4
          -    Performance Measures and Weights               4

     VII. Incentive Awards                                    5

          -    Payout Cap                                     5
          -    Performance Schedule                           5

    VIII. Individual Annual Incentive Awards                  5

          -    Payment                                        6
          -    Stock Option Award                             6

     IX.  Special Incentive Awards                            6
      X.  Termination of Employment                         6/7

     XI.  Miscellaneous                                       7

          -    Plan Accounting                                7
          -    Payment From General Assets                    7
          -    No Right of Employment                         7
          -    Non-Assignment/Death Benefits                  8
          -    Amendment and Termination of Plan              8
          -    Change of Control                              8

     XII. Definitions                                       8/9

     I.   PURPOSE

     Computer Products, Inc. (`Company'' or ``CPI'') establishes the Executive
Annual Incentive Plan (`Plan'') to provide a financial incentive for
selected members of management.  This Plan is designed to achieve several
objectives to include:

     -    Linking Company business objectives with key executives' compensation;

     -    Rewarding teamwork and individual performance for achieving annual
          business results;

     -    Providing motivation to key executives to excel by offering
          competitive incentive and total cash compensation;

     -    Promoting human resources goals to attract, hire and retain quality
          talent; and;
     -    Balancing short and long term considerations through compensation for
          achievement of 12 months goals that are consistent with long term
          objectives.


     II.  EFFECTIVE DATE

     The Plan shall be effective on the first day of fiscal 1996 and will remain
     effective until amended or terminated by the Board of Directors.


     III. PLAN YEAR

     The Plan Year shall be the Company's fiscal year.  The Plan automatically
     shall be renewed for each fiscal year thereafter, unless otherwise
     terminated by the Board of Directors.


     IV.  PLAN ADMINISTRATION

     The Plan shall be administered by the Chief Executive Officer (Plan
     Administrator). The Compensation Committee of the Board will approve
     annually Corporate and Division Head performance measures, objectives,
     award levels and funding amounts.

     The Chief Executive Officer/Plan Administrator, with support from the
     executive staff, determines eligibility, approves actual awards, recommends
     Corporate and Division Head performance measures/weights, objectives, award
     levels and funding amounts.  The Chief Executive Officer is authorized to
     interpret and administer Plan provisions.  The Chief Executive Officer as
     Plan Administrator shall have no authority to amend or modify any of the
     terms of the Plan, such authority being fully reserved to the Board of
     Directors.


     V.   ELIGIBILITY

     The Chief Executive Officer shall select those key executives
     (`Participants'') who will be eligible to receive an annual incentive
     award for the Plan Year.  In determining eligibility, the Chief Executive
     Officer shall consider the executive's potential impact on profitability,
     revenue growth and operating results, as well as reporting level of the
     executive.

     To be eligible to be selected as a Participant, the executive must:

     -    report directly to a Division President and/or be within two reporting
          levels of the Chief Executive Officer; and

     -    must be an active employee at the end of the Plan Year, unless
          specified differently in other contractual agreements.

     An eligible executive must be a Participant for a minimum of six months to
     be eligible for a prorata award.  Participants shall receive a copy of the
     Plan to serve as written notice from the Plan Administrator of their
     eligibility to participate in the Plan and their contingent rights to an
     annual incentive award.


     VI.  COMPANY PERFORMANCE OBJECTIVES

     Threshold:

     The threshold is defined as the level at which payment of objectives will
     begin. Actual thresholds for each measure will be detailed on the
     individual sheets.

     Net Income thresholds for Division/Corporate must be achieved in order for
     other objectives to be paid.

     Maximum payout for each performance measure is 200%.

     Note:  There may be no incentive payout if the corporation is not
     profitable.

     Performance Measures and Weights:

     Annually, the Chief Executive Officer, with support from executive staff,
     will determine and recommend the appropriate performance measures and
     weights.  Taking into consideration the annual business plan, the Chief
     Executive Officer will develop target and performance objectives.
     Performance measures will utilize `formulas'' or objective measures as
     much as possible; however, discretion may be required particularly in
     developing individual objectives.  The Compensation Committee annually
     approves Corporate and Division Heads performance measures.

     Upon approval by the Compensation Committee, performance objectives/weights
     will be communicated in writing to all Plan Participants at the beginning
     of the Plan Year.



     VII.   INCENTIVE AWARDS

     Payout Cap

     Tax effected executive annual incentive awards shall be limited to no more
     than 10% of the company's net income before the total after tax cost of the
     executive annual incentive payout, unless otherwise approved by the
     Compensation Committee and Board of Directors.  (See Section XII for
     definition of NI.)  Should calculated payout at the end of the year exceed
     this amount, the payouts may be reduced on a pro rata basis.

     The Compensation Committee shall have discretion to interpret the effect of
     `windfall'' events on the Plan.  Examples of ``windfall'' events include
     income/ (loss) from the sale of an asset, discontinued operations, effect
     of changes in accounting principles, extraordinary credits, etc.

     Performance Schedule

     The award levels shall be based on the levels of financial performance
     attained.  Each Performance Measure will either be paid on a straight line
     interpolation with a minimum payout at threshold and a maximum payout at
     200% or on a calculation based on minimum payout at a predetermined
     threshold up to a maximum of  200%.  Actual thresholds and payment formulas
     will be detailed on each participants individual plan documents.


     VIII.     INDIVIDUAL ANNUAL INCENTIVE AWARDS

     As determined by the Chief Executive Officer/Plan Administrator, the annual
     incentive award for a Participant shall be based on the individual
     Participant's group level and achievement of mutually agreed to goals which
     shall be set forth in writing in advance for the Plan Year.

     Payment

     The award level shall be expressed as a percent of base salary (See Section
     XII for definition of base salary.) and shall be payable in cash within
     seventy-five (75) days following the Plan Year.  Awards shall be subject to
     normal rules and regulations regarding the withholding of taxes.

     As described in the Executive Equity Ownership Plan, the employee's EIP
     payouts in whole or part will be made in common stock until the participant
     has achieved the year end minimum ownership target.  The number of common
     shares will be determined by dividing the eligible compensation by the
     common stock closing price as listed in the Wall Street Journal at the date
     of award.  Any resulting fractional shares will be paid in cash.


     IX.     SPECIAL INCENTIVE AWARDS

     In the years when the Company is profitable overall, but individual
     divisions achieve less than the minimum NI, the Chief Executive
     Officer/Plan Administrator    may recommend special incentive;
     discretionary awards for high achievers in the Company and/or Divisions
     that are profitable.  For these discretionary awards, the Compensation
     Committee has the authority to fund from 0-50% of the total participants
     target award level.


     X.      TERMINATION OF EMPLOYMENT

     In the event of death, extended disability or retirement, Plan Participants
     will normally be entitled to receive prorated awards based upon the number
     of months in which they have participated in the Plan for the applicable
     Plan Year.  (See Section XII for definitions.)

     In the event of voluntary termination of a Plan Participant during the Plan
     Year, the Participant will typically forfeit his award for the Plan Year.
     In the event of involuntary termination of a Plan Participant through no
     fault of his/her own during the Plan Year, the Participant may be entitled
     to a prorated award.  Such decisions regarding prorated awards will be
     reviewed by the Compensation Committee.

     In the event of termination for cause such as misconduct, fraud, or other
     acts injurious to the Company, the Participant will not be entitled to any
     award, whether prorated or not, for the Plan Year.


     XI.  MISCELLANEOUS

     Plan Accounting

     The Plan shall be funded by accrual during the Plan Year.

     Payment from General Assets

     The payment of an award under the Plan shall be from the general assets of
     the Company, and a Participant under the Plan shall have no greater rights
     to payment than other general creditors of the Company. There shall be no
     separate trust for the payment of awards hereunder.

     No Right of Employment
     ----------------------
     Nothing in the Plan, including the employee's eligibility for participation
     in the Plan, will infer any right of employment by the Company to such
     employee. The Plan does not affect the terms of any employment agreements
     that may exist between the Company and any Participant.  The Company
     retains all its rights to discipline or discharge employees who
     participate in the Plan.

     Non-Assignment/Death Benefits
     -----------------------------

     An award or the right to a payment of an award granted under this Plan
     shall not be assignable or transferable by a Participant except by will or
     the laws of descent and distribution.  Each Participant may designate, on a
     form approved by the Plan Administrator, a beneficiary or beneficiaries to
     receive payment of any Plan death benefits that may be payable with respect
     to the Participant.  During the lifetime of a Participant, only the
     Participant may receive payment of an award granted hereunder.  No transfer
     of an award shall be effective to bind the Company unless the Company shall
     have been furnished with written notice thereof and a copy of the will or
     such evidence as the Company may deem necessary to establish the validity
     of the transfer.

     Amendment, Suspension, or Termination of the Plan
     -------------------------------------------------
     The Board of Directors, upon recommendation of the Compensation Committee,
     may at any time elect to amend, suspend, or terminate the Plan.

     Change of Control
     -----------------
     In the event of a sale, merger, consolidation, combination or
     reorganization involving the Company and any other entity or corporation,
     the Chief Executive Officer and Board of Directors shall not agree to such
     merger, consolidation, combination or reorganization unless and until the
     succeeding or continuing business entity shall expressly assume the
     obligations of the Company under this Plan.


     XII. DEFINITIONS
     ----------------
     For purposes of this document and the Plan, the terms listed below are
     defined as follows:

     (1)  BASE SALARY means all regular salary amounts actually paid to the
     Participant during the Plan Year and shall not include commissions,
     bonuses, options and/or any amounts received in connection with any fringe
     benefit, retirement or welfare employee benefit program.

     (2)  NET INCOME (NI) Defined as net income (loss) before extraordinary
     items, cumulative effect of changes in accounting principles and
     discontinued operations, as reported by the company in its audited
     consolidated statement of operations.

     (3)  MANAGEMENT NET INCOME (MNI) Defined as management net income as
     calculated strictly according to the company's accounting policies and
     contained in the company's management reporting system.

     (4)  CASH FLOW defined as operating cash flow (excluding intercompany
     account activity) minus investing cash flow.

     (5)  DISABILITY  A Participant's incapacity to engage in any substantial
     gainful activity because of a medically determinable physical or mental
     impairment which can be expected to result in death, or to be of long,
     continued and indefinite duration.  Such determination of disability shall
     be made by the Plan Administrator  with the advice of competent medical
     authority. All Participants in similar circumstances will be treated alike.

     (6)  RETIREMENT  Termination of a Participant's employment at a specific
     age determined by CPI, when Participant chooses to withdraw from their
     position or occupation.  Normal retirement age is age 65 or, if later, the
     fifth anniversary of the Participant's employment date.

     (7)  TERMINATION FOR CAUSE  `Cause'' shall mean such actions by
     Participant involving dishonesty, fraud, the commission of a felony, gross
     negligence, or willful misconduct, which resort in material harm to the
     business and/or reputation of CPI as reasonably determined by CPI's Board
     of Directors.



Attachment 1

                         PERFORMANCE                   WEIGHTS
                         MEASURES


CORPORATE:

CEO, CFO
                         NET INCOME                        75%
                         REVENUE GROWTH                    25%

OTHER CORPORATE MANAGEMENT:

                         NET INCOME                        75%
                         REVENUE GROWTH*                   25%
                         EFFECTIVE TAX RATE*               25%
                         COMPANY CASH FLOW*                25%

                  *MEASUREMENT APPLIED TO RELEVANT CORPORATE POSITION


DIVISIONS: (EXCEPT PCAP)
                         MANAGEMENT NET INCOME
                         REVENUE GROWTH
                         CASH FLOW

               (% WILL VARY BY DIVISION BASED ON THE IMPORTANCE OF THIS
                FACTOR TO THE INDIVIDUAL DIVISION PERFORMANCE)


PCAP
                         GROSS PROFIT MARGIN
                         OVERHEAD SPENDING
                         G&A SPENDING
                         CASH FLOW
                         HONG KONG DIRECT LABOR HEADCOUNT

               (% WILL VARY BY DIVISION BASED ON THE SIGNIFICANCE OF THE
                INDIVIDUAL'S IMPACT ON THESE MEASURES)


Attachment 2
                              PERFORMANCE SCHEDULE




                PERCENT (%) OF               PERCENT (%) OF
               FINANCIAL PERFORMANCE        TARGET INCENTIVE
                TARGET ACHIEVED              AWARD EARNED
                ---------------              ------------


                 Less than 70%               Discretionary
                       70%                        70%
                       75%                        75%
                       80%                        80%
                       85%                        85%
                       90%                        90%
                       95%                        95%
                      100%                       100%
                      105%                       105%
                      110%                 110%  PAYOUT RATIO = 1 : 1
                      115%                       115%
                      120%                       120%
                      125%                       125%
                      130%                       130%
                      135%                       135%
                      140%                       140%
                      145%                       145%
                      150%                       150%
                      200%                       200%


               For levels of financial performance attained which are between
               the increments cited in the Performance Schedule above, the
               percent of target award earned is based upon straight-line
               interpolation.