EFTEK CORP. 

                    1996 STOCK INCENTIVE PLAN

1.   Purpose.

The purpose of this Stock Incentive Plan (the "Plan") is to enable
EFTEK Corp. (the "Company") to attract and retain the services of
selected employees, officers, directors and other key contributors
(including consultants and nonemployee agents) of the Company or
any subsidiary of the Company.  Notwithstanding the foregoing,
grants to Non-Employee Directors (as defined in subparagraph 11.1)
of options or other awards under the Plan shall be made solely in
accordance with the provisions of paragraph 11.

2.   Shares Subject to the Plan.

Subject to adjustment as provided below, the shares to be offered
under the Plan shall consist of Common Stock of the Company, and
the total number of shares of Common Stock that may be issued under
the Plan shall not exceed 800,000 shares.  The shares issued under
the Plan may be authorized and unissued shares or reacquired
shares.  If an option granted under the Plan expires, terminates or
is canceled, the unissued shares subject to such option shall again
be available under the Plan.  If shares sold or awarded as a bonus
under the Plan or forfeited to the Company or repurchased by the
Company, the number of shares forfeited or repurchased shall again
be available under the Plan.

3.   Effective Date and Duration of Plan.

3.1  Effective Date.  The Plan shall become effective as of August
19, 1996. 

3.2  Duration.  The Plan shall continue in effect until all shares
available for issuance under the Plan have been issued and all
restrictions on such shares have lapsed.  The Board of Directors
may suspend or terminate the Plan at any time except with respect
to options and shares subject to restrictions then outstanding
under the Plan.  Termination shall not affect any outstanding
option, any right of the Company to repurchase shares or the
forfeitability of shares issued under the Plan.

4.   Administration.

4.1  Board of Directors.  The Plan shall be administered by the
Board of Directors of the Company, which shall determine and
designate from time to time the individuals to whom awards shall be
made, the amount of the awards and the other terms and conditions
of the awards.  Subject to the provisions of the Plan, the Board of
Directors may from time to time adopt and amend rules and
regulations relating to administration of the Plan, advance the
lapse of any waiting period, accelerate any exercise date, waive or
<PAGE>
modify any restriction applicable to shares (except those
restrictions imposed by law) and make all other determinations in
the judgment of the Board of Directors necessary or desirable for
the administration of the Plan.  The interpretation and
construction of the provisions of the Plan and related agreements
by the Board of Directors shall be final and conclusive.  The Board
of Directors may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any related agreement
in the manner and to the extent it shall deem expedient to carry
the Plan into effect, and it shall be the sole and final judge of
such expediency.

4.2  Committee.  The Board of Directors may delegate to a "stock
compensation committee" of the Board of Directors or specified
officers of the Company, or both (the "Committee"), any or all
authority for administration of the Plan.  If authority is
delegated to a committee, all references to the Board of Directors
in the Plan shall mean and relate to the Committee except (i) as
otherwise provided by the Board of Directors, (ii) that only the
Board of Directors may amend or terminate the Plan as provided in
paragraphs 3 and 15 and (iii) that a Committee including officers
of the Company shall not be permitted to grant options to persons
who are officers of the Company unless the officers who are to be
compensated abstain from voting.

5.   Types of Awards; Eligibility.  

The Board of Directors may, from time to time, take the following
actions, separately or in combination, under the Plan:  (i) grant
Incentive Stock Options, as defined in Section 422A of the Internal
Revenue Code of 1986, as amended (the "Code"), as provided in
paragraphs 6.1 and 6.2; (ii) grant options other than Incentive
Stock Options ("Non-Statutory Stock Options") as provided  in
paragraphs 6.1 and 6.3; (iii) award stock bonuses as provided in
paragraph 7; (iv) sell shares subject to restrictions as provided
in paragraph 8; (v) grant cash bonus rights as provided in
paragraph 11; and (vi) grant foreign qualified awards as provided
in paragraph 10.  Any such awards may be made to employees,
including employees who are officers or directors, directors, and
to nonemployees (including consultants) who the Board of Directors
believes have made or will make an important contribution to the
Company or its subsidiaries; provided, however, that only employees
of the Company, or its subsidiaries, shall be eligible to receive
Incentive Stock Options under the Plan.  The Board of Directors
shall select the individuals to whom awards shall be made and shall
specify the action taken with respect to each individual to whom an
award is made.  At the discretion of the Board of Directors, an
individual may be given an election to surrender an award in
exchange for the grant of a new award.

6.    Option Grants.

6.1  General Rules Relating to Options.

(a)  Terms of Grant.  The Board of Directors may grant options
under the Plan.  With respect to each option grant, the Board of
Directors shall determine the number of shares subject to the
option, the option price, the period of the option, the time or
times at which the option may be exercised and whether the option
is an Incentive Stock Option or a Non-Statutory Stock Option. 
<PAGE>
Until exercise, the Option Holder shall not have any voting rights
of the underlying common stock.

(b)  Exercise of Options.  Except as provided in paragraph 6.1(d)
or as determined by the Board of Directors, no option granted under
the Plan may be exercised unless at the time of such exercise 
the optionee is employed by or in the service of the Company or any
subsidiary of the Company (except for consultants) and shall have
been so employed or provided such service continuously since the
date such option was granted.  However, as to Employees, such
grants of options shall vest 33 1/3% for each twelve months of
continuous service until fully vested, on a month by month basis. 
Absence on leave or on account of illness or disability under rules
established by the Board of Directors shall not, however, be deemed
an interruption of employment or service for this purpose.  Unless
otherwise determined by the Board of Directors, vesting of options
shall not continue during an absence on leave (including an
extended illness) or on account of disability.  Except as provided
in paragraphs 6.1(d) and 12, options granted under the Plan may be
exercised from time to time over the period stated in each option
in such amounts and at such times as shall be prescribed by the
Board of Directors, provided that options shall not be exercised
for fractional shares.  Unless otherwise determined by the Board of
Directors, if the optionee does not exercise an option in any one
year with respect to the full number of shares to which the
optionee is entitled in that year, the optionee's rights shall be
cumulative and the optionee may purchase those shares in any
subsequent year during the term of the option.

(c)  Nontransferability.  Each Incentive Stock Option and, unless
otherwise determined by the Board of Directors, each other option
granted under the Plan by its terms shall be nonassignable and
nontransferable by the optionee, either voluntarily  or by
operation of law, except by will or by the laws of descent and
distribution of the state or country of the optionee's domicile at
the time of death, and each option by its terms shall be
exercisable during the optionee's lifetime only by the optionee.  

(d)  Termination of Employment or Service.

(i)  General Rule.  Unless otherwise determined by the Board of
Directors, in the event the employment or service of the optionee
with the Company or subsidiary terminates for any reason other than
because of physical disability or death as provided in
subparagraphs 6.1(d)(ii) and (iii), the option may be exercised at
any time prior to the expiration date of the option or the
expiration of 60 days after the date of such termination, whichever
is the shorter period, but only if and to the extent the optionee
was entitled to exercise the option at the date of such
termination.

(ii) Termination Because of Physical Disability.  Unless otherwise
determined by the Board of Directors, in the event of the
termination of employment or service because of physical disability
(as that term is defined in Section 22(e)(3) of the Code), the
option may be exercised at any time prior to the expiration date of
the option or the expiration of 12 months after the date of such
termination, whichever is the shorter period, but only if and to
the extent the optionee was entitled to exercise the option at the
date of such termination.
<PAGE>
(iii)     Termination Because of Death.  Unless otherwise
determined by the Board of Directors, in the event of the death of
an optionee while employed by or providing service to the Company
or a parent or subsidiary, the option may be exercised at any time
prior to the expiration date of the option or the expiration of 12
months after the date of such death, whichever is the shorter
period, but only if and to the extent the optionee was entitled to
exercise the option at the date of such termination and only by the
person or persons to whom such optionee's rights under the option
shall pass by the optionee's will or by the laws of descent and
distribution of the state or country of domicile at the time of
death.

(iv) Amendment of Exercise Period Applicable to Termination.  The
Board of Directors, at the time of grant or at any time thereafter,
may extend the 60 day and 12-month exercise periods any length of
time not later than the original expiration date of the option, and
may increase the portion of an option that is exercisable, subject
to such terms and conditions as the Board of Directors may
determine.

(v)  Failure to Exercise Options.  To the extent that the option of
any deceased optionee or of any optionee whose employment or
service terminates is not exercised within the applicable period,
all further rights to purchase shares pursuant to such option shall
cease and terminate.

(d)  Purchase of Shares.  Unless the Board of Directors determines
otherwise, shares may be acquired pursuant to an option granted
under the Plan only upon receipt by the Company of notice in
writing from the optionee of the optionee's intention to exercise,
specifying the number of shares as to which the optionee desires to
exercise the option and the date on which the optionee desires to
complete the transaction, and, if required in order to comply with
the Securities Act of 1933, as amended, containing a representation
that it is the optionee's present intention to acquire the shares
for investment and not with a view to distribution, and any other
information the Board of Directors may request.  Unless the Board
of Directors determines otherwise, on or before the date specified
for completion of the purchase of shares pursuant to an option, the
optionee must have paid the Company the full purchase price of such
shares in cash (including, with the consent of the Board of
Directors, cash that may be the proceeds of a loan from the
Company) or, with the consent of the Board of Directors, in whole
or in part, in Common Stock of the Company valued at fair market
value, restricted stock, or other contingent awards denominated in
either stock or cash, deferred compensation credits, promissory
notes and other forms of consideration.  The fair market value of
Common Stock provided in payment of the purchase price shall be
determined by the Board of Directors.  No shares shall be issued
until full payment therefor has been made.  Each optionee who has
exercised an option shall immediately upon notification of the
amount due, it any, pay to the Company in cash amounts necessary to
satisfy any applicable federal, state and local tax withholding
requirements.  If additional withholding is or becomes required
beyond any amount deposited before delivery of the certificates,
the optionee shall pay such amount to the Company on demand.  If
the optionee fails to pay the amount demanded, the Company may
<PAGE>
withhold that amount from other amounts payable by the Company to
the optionee, including salary, subject to applicable law.  Upon
the exercise of an option, the number of shares reserved for
issuance under the Plan shall be reduced by the number of shares
issued upon exercise of the option, less the number of shares
surrendered in payment of the option exercise.

6.2  Incentive Stock Options.  Incentive Stock Options shall be
subject to the following additional terms and conditions:

(a)  Limitation on Amount of Grants.  An Incentive Stock Option
shall by its terms prohibit the exercise of all options in excess
of the amount provided for in Section 422(d) of the Code.  Should
it be determined that any Incentive Stock Option granted under the
Plan inadvertently exceeds such maximum, such Incentive Stock
Option grant shall be deemed to be a grant of a Nonqualified Stock
Option to the extent, but only to the extent, of such excess.

(b)  Limitation on Grants to 10 Percent Shareholders.  An Incentive
Stock Option may be granted under the Plan to an employee
possessing more than 10 percent of the total combined voting power
of all classes of stock of the Company or of any parent or
subsidiary of the Company only if the option price is at least 110
percent of the fair market value of the Common Stock subject to the
option on the date it is granted, as described in paragraph 6.2(d),
and the option by its terms is not exercisable after the expiration
of five years from the date it is granted.

(c)  Duration of Options.  Subject to paragraphs 6.1(b) and 6.2(b),
Incentive Stock Options granted under the Plan shall continue in
effect for the period fixed by the Board of Directors, except that
no Incentive Stock Option shall be exercisable after the expiration
of five years from the date it is granted.

(d)  Option Price.  The option price per share shall be determined
by the Board of Directors at the time of grant.  Except as provided
in paragraph 6.2(b), the option price shall not be less than 100
percent of the fair market value of the Common Stock covered by the
Incentive Stock Option at the date the option is granted.  The fair
market value shall be determined by the Board of Directors.

(e)  Limitation on Time of Grant.  No Incentive Stock Option shall
be granted on or after the fifth anniversary of the effective date
of the Plan.

(f)  Conversion of Incentive Stock Options.  The Board of Directors
may at any time without the consent of the optionee convert an
Incentive Stock Option to a Non-Statutory Stock Option.

6.3  Non Statutory Stock Options.  Non-Statutory Stock Options
shall be subject to the following additional terms and conditions:

(a)  Options Price.  The option price for Non-Statutory Stock
Options shall be determined by the Board of Directors at the time
of grant.  The option price may be less than the fair market value
of the shares on the date of grant.  The fair market value of
shares covered by a Non-Statutory Stock Option shall be determined
by the Board of Directors.
<PAGE>
(b)  Duration of Options.  Non-Statutory Stock Options granted
under the Plan shall continue in effect for the period fixed by the
Board of Directors.

7.   Stock Bonuses.

The Board of Directors may award shares under the Plan as stock
bonuses.  Shares awarded as a bonus shall be subject to the terms,
conditions, and restrictions determined by the Board of Directors. 
The restrictions may include restrictions concerning
transferability and forfeiture of the shares awarded, together with
such other restrictions as may be determined by the Board of
Directors.  The Board of Directors may require the recipient to
sign an agreement as a condition of the award.  The agreement may
contain any terms, conditions, restrictions, representations and
warranties required by the Board of Directors.  The certificates
representing the shares awarded shall bear any legends required by
the Board of Directors.  The Company may require any recipient of
a stock bonus to pay to the Company in cash upon demand amounts
necessary to satisfy any applicable federal, state or local tax
withholding requirements.  If the recipient fails to pay the amount
demanded, the Company may withhold that amount from other amounts
payable by the Company to the recipient, including salary or fees
for services, subject to applicable law.  Upon the issuance of a
stock bonus, the number of shares reserved for issuance under the
Plan shall be reduced by the number of shares issued.

8.   Restricted Stock.

The Board of Directors may issue shares under the Plan for such
consideration (including promissory notes and services) as
determined by the Board of Directors, which consideration may be
less than fair market value of the Common Stock at the time of
issuance.  shares issued under the Plan shall be subject to the
terms, conditions and restrictions determined by the Board of
Directors.  The restrictions may include restrictions concerning
transferability, repurchase by the Company and forfeiture of the
shares issued, together with such other restrictions as may be
determined by the Board of Directors.  All Common Stock issued
pursuant to this paragraph 8 shall be subject to a purchase
agreement, which shall be executed by the Company and the
prospective recipient of the shares prior to the delivery of
certificates representing such shares to the recipient.  The
purchase agreement may contain any terms, conditions, restrictions,
representations and warranties required by the Board of Directors. 
The certificates representing the shares shall bear any legends
required by the Board of Directors.  The Company may require any
purchaser of restricted stock to pay to the Company in cash upon
demand amounts necessary to satisfy any applicable federal, state
or local tax withholding requirements.  If the purchaser fails to
pay the amount demanded, the Company may withhold that amount from
other accounts payable by the Company to the purchaser, including
salary, subject to applicable law.  Upon the issuance of restricted
stock, the number of shares reserved for issuance under the Plan
shall be reduced by the number of shares issued.
<PAGE>
9.   Cash Bonus Rights.  

9.1  Grant.  The Board of Directors may grant cash bonus rights
under the Plan in connection with (i) options granted or previously
granted; (ii) stock bonuses awarded or previously awarded; and
(iiv) shares sold or previously sold under the Plan.  Cash bonus
rights will be subject to rules, terms and conditions as the Board
of Directors may prescribe.  The payment of a cash bonus shall not
reduce the number of shares of Common Stock reserved for issuance
under the Plan.

9.2  Cash Bonus Rights in Connection with Options.  A cash bonus
right granted in connection with an option will entitle an optionee
to a cash bonus when the related option is exercised in whole or in
part.  If an optionee purchases shares upon exercise of an option,
the amount of the bonus shall be determined by multiplying the
excess of the total fair market value of the shares to be acquired
upon the exercise over the total option price for the shares by the
applicable bonus percentage. 

9.3  Cash Bonus rights in Connection with Stock Bonus.  A cash
bonus right granted in connection with a stock bonus will entitle
the recipient to a cash bonus payable when the stock bonus is
awarded or restrictions if any, to which the stock is subject
lapse.  If bonus stock awarded is subject to restrictions and is
repurchased by the Company or forfeited by the holder, the cash
bonus right granted in connection with the stock bonus shall
terminate and may not be exercised.  The amount and timing of
payment of a cash bonus shall be determined by the Board of
Directors.

9.4  Taxes.  The Company shall withhold from any cash bonus paid
pursuant to paragraph 10 the amount necessary to satisfy any
applicable federal, state and local withholding requirements.

10.  Foreign Qualified Grants.

Awards under the Plan may be granted to such officers and employees
of the Company and its subsidiaries and such other persons
described in paragraph 1 residing in foreign jurisdictions as the
Board of Directors may determine from time to time.  The Board of
Directors may adopt such supplements to the Plan as may be
necessary to comply with the applicable laws of such foreign
jurisdictions and to afford participants favorable treatment under
such laws; provided, however, that no award shall be granted under
any such supplement with terms which are more beneficial to the
participants than the terms permitted by the Plan.

11.  Option Grants to Non-Employee Directors and Advisory Board
Directors.

11.1 Initial Non-Discretionary Grants.  Each person who became, is
or becomes a Non-Employee Director or Advisory Board Director after
January 1, 1995 shall be automatically granted an option to
purchase 7,500 shares of Common Stock on the date he or she becomes
a Non-Employee Director.  A "Non-Employee Director" is a director
who is not an employee of the Company or any of its subsidiaries
and has not been an employee of the Company or any of its
<PAGE>
subsidiaries within one year of any date as of which a
determination of eligibility is made, and has not received either
options, stock grants, discounted stock, or cash for services as a
Director within a twelve month period prior to such grant.

11.2 Annual Non-Discretionary Grants to Continuing Non-Employee
Directors or Advisory Board Directors.  Each person who became, is
or becomes a Continuing Non-Employee Director or Advisory Board
Director after January 1, 1995 shall automatically annually
receive, on January 1st of the following year, a nondiscretionary
grant of the option to purchase up to 7,500 shares of the Company's
Common Stock.  A "Continuing Non-Employee Director" is a Non-Employee
Director or Advisory Board Director who continuously
serves as a Non-Employee Director of the Company during a period of
time which includes the date(s) upon which one or more annual
shareholder meetings of the Company are held.  However, such
options shall vest 100% after one year of continuous service.

11.3 Exercise Price.  The exercise price of any option granted
pursuant to this paragraph 11 shall be equal to the fair market
value of the Common Stock as determined in accordance with the
procedure set forth in paragraph 6.2(d).

11.4 Term of Option.  The term of each option granted pursuant to
this paragraph 11 shall be 5 years from the date of grant.

11.5 "Complete Month".  For all purposes of this paragraph 11, a
complete month shall be deemed to be the period which starts on the
day of grant and ends on the same day of the following calendar
month, so that each successive "complete month" ends on the same
day of each successive calendar month (or, in respect of any
calendar month which does not include such a day, that "complete
month" shall end on the first day of the next following calendar
month).

11.6 Termination as a Director.  If an optionee ceases to be a
director of the Company for any reason, including death, all
options granted pursuant to this paragraph 11 may be exercised at
any time prior to the expiration date of the option or the
expiration of 60 days (or 12 months in the event of death) after
the last day the optionee served as a director, whichever is the
shorter period, but only if and to the extent the optionee was
entitled to exercise the option as of the last day the optionee
served as a director.

11.7 Nontransferability.  Each option granted pursuant to this
paragraph 11 by its terms shall be nonassignable and
nontransferable by the optionee, either voluntarily or by operation
of law, except by will or by the laws of descent and distribution
of the state or country of the optionee's domicile at the time of
death or pursuant to a qualified domestic relations order as
defined under the Code or Title I of the Employee Retirement Income
Security Act of 1974.

12.  Changes in Capital Structure.  

If the outstanding Common Stock of the Company is hereafter
increased or decreased or changed into or exchanged for a different
<PAGE>
number or kind of shares or other securities of the Company or of
another corporation by reason of any recapitalization,
reclassification, stock split, combination of shares or dividend
payable in shares, appropriate adjustment shall be made by the
Board of Directors in the number and kind of shares available for
awards under the Plan.  In addition, the Board of Directors shall
make appropriate adjustment in the number and kind of shares as to
which outstanding options, or portions thereof then unexercised,
shall be exercisable, so that the optionee's proportionate interest
before and after the occurrence of the event is maintained.  The
Board of Directors may also require that any securities issued in
respect of or exchanged for shares issued hereunder that are
subject to restrictions be subject to similar restrictions. 
Notwithstanding the foregoing, the Board of Directors shall have no
obligation to effect any adjustment that would or might result in
the issuance or fractional shares, and any fractional shares
resulting from any adjustment may be disregarded or provided for in
any manner determined by the Board of Directors.  Any such
adjustments made by the Board of Directors shall be conclusive.

13.  Effect of Liquidation or Reorganization.  

13.1 Cash, Stock or Other Property for Stock.  Except as provided
in paragraph 13.2, upon a merger, consolidation, acquisition of
property or stock, reorganization or liquidation of the Company, as
a result of which the stockholders of the Company receive cash,
stock or other property in exchange for or in connection with their
shares of Common Stock, any option granted hereunder shall
terminate, but the optionee shall have the right during a 30-day
period immediately prior to any such merger, consolidation,
acquisition of property or stock, reorganization or liquidation to
exercise his or her option in whole or in part whether or not the
vesting requirements applicable to the option have been satisfied
at the discretion of the Board of Directors.

13.2 Conversion of Options on Stock for Stock Exchange.  If the
stockholders of the Company receive capital stock of another
corporation ("Exchange Stock") in exchange for their shares of
Common Stock in any transaction involving a merger, consolidation,
acquisition of property or stock, separation or reorganization, all
options granted hereunder shall be converted into options to
purchase shares of Exchange Stock unless the Board of Directors, in
its sole discretion, determines that any or all such options
granted hereunder shall not be converted into options to purchase
shares of Exchange Stock but instead shall terminate in accordance
with the provisions of paragraph 13.1.  The amount and price of
converted options shall be determined by adjusting the amount and
price of the options granted hereunder in the same proportion as
used for determining the number of shares of Exchange Stock the
holders of the Common Stock receive in such merger, consolidation,
acquisition of property or stock, separation or reorganization.

14.  Corporate Mergers, Acquisitions, Etc.

The Board of Directors may also grant options, stock bonuses and
cash bonuses and issue restricted stock under the Plan having
terms, conditions and provisions that vary from those specified in
this Plan, provided that any such awards are granted in
<PAGE>
substitution for, or in connection with the assumption of, existing
options, stock bonuses, cash bonuses and restricted stock granted,
awarded or issued by another corporation and assumed or otherwise
agreed to be provided for by the Company pursuant to or by reason
of a transaction involving a corporate merger, consolidation,
acquisition of property or stock, separation, reorganization or
liquidation to which the Company or a subsidiary is a party.

15.  Amendment of Plan.

The Board of Directors may at any time, and from time to time,
modify or amend the Plan in such respect as it shall deem advisable
because of changes in the law while the Plan is in effect or for
any other reason.  Except as provided in paragraphs 6.1(d), 12 and
13, however, no change in an award already granted shall be made
without the written consent of the holders of such award.

16.  Approvals.

The obligations of the Company under the Plan are subject to the
approval of state and federal authorities or agencies with
jurisdiction in the matter.  The Company shall not be obligated to
issue or deliver Common Stock under the Plan if such issuance or
delivery would violate applicable state or federal securities laws.
17.  Employment and Service Rights.

Nothing in the Plan or any award pursuant to the Plan shall:  (a)
confer upon any employee any right to be continued in the
employment of the Company or any subsidiary or interfere in any way
with the right of the Company or any subsidiary by whom such
employee is employed to terminate such employee's employment at any
time, for any reason, with or without cause, or to decrease such
employee's compensation or benefits, or (b) confer upon any person
engaged by the Company any right to be retained or employed by the
company or to the continuation, extension, renewal, or modification
of any compensation, contract, or arrangement with or by the
Company.                 

18.  Rights as a Shareholder.

The recipient of any award under the Plan shall have no rights as
a shareholder with respect to any Common Stock until the date of
issue to the recipient of a stock certificate for such shares. 
Except as otherwise expressly provided in the plan, no adjustment
shall be made for dividends or other rights for which the record
date occurs prior to the date such stock certificate is issued.

Date adopted by Board                               July 15, 1996

Date Approved by Stockholders                     August 19, 1996

Date Last Amended by the Shareholders              ___N/A__, 1996



eftek\1996stk.pln