ELEXSYS INTERNATIONAL, INC.

                 1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                           ADOPTED ON JANUARY 8, 1996

                            APPROVED BY STOCKHOLDERS
                               ON January 30, 1996


1.       PURPOSE.
         (a) The purpose of the 1996  Non-Employee  Directors' Stock Option Plan
(the  "Plan")  is  to  provide  a  means  by  which  each  director  of  Elexsys
International, Inc. (the "Company") who is not otherwise at the time of grant an
employee  of or  consultant  to the Company or of any  Affiliate  of the Company
(each such person being hereafter referred to as a "Non-Employee Director") will
be given an opportunity to purchase stock of the Company.
         (b)  The  word  "Affiliate"  as  used  in the  Plan  means  any  parent
corporation or subsidiary  corporation of the Company as those terms are defined
in Sections 424(e) and (f), respectively,  of the Internal Revenue Code of 1986,
as amended from time to time (the "Code").
         (c) The Company,  by means of the Plan, seeks to retain the services of
persons now serving as  Non-Employee  Directors  of the  Company,  to secure and
retain the  services  of persons  capable  of serving in such  capacity,  and to
provide  incentives for such persons to exert maximum efforts for the success of
the Company.

2.       ADMINISTRATION.
         (a) The Plan shall be  administered  by the Board of  Directors  of the
Company (the "Board") unless and until the Board delegates  administration  to a
committee, as provided in subparagraph 2(b).


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         (b) The Board may  delegate  administration  of the Plan to a committee
composed  of not fewer than two (2) 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, 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. SHARES SUBJECT TO THE PLAN.
         (a) Subject to the  provisions of paragraph 10 relating to  adjustments
upon changes in stock,  the stock that may be sold  pursuant to options  granted
under the Plan shall not exceed in the aggregate two hundred thousand  (200,000)
shares of the Company's common stock. If any option granted under the Plan shall
for any reason expire or otherwise  terminate  without  having been exercised in
full, the stock not purchased under such option shall again become available for
the Plan.
         (b) The stock subject to the Plan may be unissued  shares or reacquired
shares, bought on the market or otherwise.
4.       ELIGIBILITY.
         Options shall be granted only to Non-Employee Directors of the Company.
5.       NON-DISCRETIONARY GRANTS.
         (a) Each person who is, after September 30, 1995, elected for the first
time to be a Non-Employee Director automatically shall, upon the date of initial
election  to be a  NonEmployee  Director  by the  Board or  stockholders  of the
Company, be granted an option to


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purchase fifteen thousand  (15,000) shares of common stock of the Company on the
terms and conditions set forth herein.
         (b) Each year, commencing with calendar year 1997, on the day following
the day of the annual meeting of the  stockholders  of the Company,  each person
who is then a NonEmployee  Director and has been a Non-Employee  Director for at
least four (4) months  automatically shall be granted an option to purchase five
thousand  (5,000)  shares  of  common  stock of the  Company  on the  terms  and
conditions set forth herein.
6.       OPTION PROVISIONS.
         Each option shall be subject to the following terms and conditions:
         (a) The term of each option  commences  on the date it is granted  and,
unless sooner  terminated as set forth herein,  expires on the date ("Expiration
Date")  ten (10) years from the date of grant.  If the  optionee's  service as a
Non-Employee  Director  or  employee  of or  consultant  to the  Company  or any
Affiliate terminates for any reason or for no reason, the option shall terminate
on the earlier of the Expiration  Date or the date twelve (12) months  following
the date of termination  of all such service;  provided,  however,  that if such
termination  of  service  is due to  the  optionee's  death,  the  option  shall
terminate  on the  earlier  of the  Expiration  Date  or  eighteen  (18)  months
following the date of the optionee's  death.  In any and all  circumstances,  an
option may be exercised  following  termination of the  optionee's  service as a
Non-Employee  Director  or  employee  of or  consultant  to the  Company  or any
Affiliate only as to that number of shares as to which it was  exercisable as of
the date of termination of all such service under the provisions of subparagraph
6(e).
         (b) The  exercise  price of each option  shall be one  hundred  percent
(100%) of the fair market value of the stock  subject to such option on the date
such option is granted.


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         (c) The optionee may elect to make payment of the exercise  price under
one of the following alternatives:
                  (i)  Payment  of the  exercise  price per share in cash at the
time of exercise; or
                  (ii)  Provided  that at the time of the exercise the Company's
common stock is publicly traded and quoted regularly in the Wall Street Journal,
payment by delivery of shares of common  stock of the Company  already  owned by
the  optionee,  held for the period  required to avoid a charge to the Company's
reported earnings,  and owned free and clear of any liens, claims,  encumbrances
or  security  interest,  which  common  stock shall be valued at its fair market
value on the date preceding the date of exercise; or
                  (iii)  Payment  by a  combination  of the  methods  of payment
specified in subparagraph 6(c)(i) and 6(c)(ii) above.
         Notwithstanding the foregoing, this option may be exercised pursuant to
a program  developed  under  Regulation T as promulgated by the Federal  Reserve
Board  which  results in the  receipt of cash (or check) by the  Company  either
prior to the issuance of shares of the Company's common stock or pursuant to the
terms of irrevocable  instructions  issued by the optionee prior to the issuance
of shares of the Company's common stock.
         (d) An option shall not be  transferable  except by will or by the laws
of descent and distribution, or pursuant to a qualified domestic relations order
satisfying the  requirements of Rule 16b-3 under the Securities  Exchange Act of
1934 ("Rule 16b-3") and shall be  exercisable  during the lifetime of the person
to whom the option is granted  only by such person (or by his  guardian or legal
representative)  or transferee  pursuant to such an order.  Notwithstanding  the
foregoing,  the optionee may, by delivering  written  notice to the Company in a
form satisfactory


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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) The option shall become  exercisable in installments  over a period
of four years from the date of grant as follows:  one forty-eighth (1/48) of the
shares  shall vest each  month  commencing  on the date of grant of the  option,
provided that the optionee  has,  during the entire period prior to such vesting
date, continuously served as a Non-Employee Director,  employee or consultant to
the Company or any Affiliate of the Company,  whereupon such option shall become
fully  exercisable in accordance  with its terms with respect to that portion of
the shares represented by that installment.
         (f) The  Company may  require  any  optionee,  or any person to whom an
option is transferred under  subparagraph 6(d), as a condition of exercising any
such option:  (i) to give written  assurances  satisfactory to the Company as to
the optionee's  knowledge and experience in financial and business matters;  and
(ii) to give written  assurances  satisfactory  to the Company stating that such
person is  acquiring  the stock  subject  to the option  for such  person's  own
account and not with any present intention of selling or otherwise  distributing
the  stock.  These  requirements,  and any  assurances  given  pursuant  to such
requirements,  shall be  inoperative  if (i) the issuance of the shares upon the
exercise  of the  option  has been  registered  under a  thencurrently-effective
registration  statement  under  the  Securities  Act of 1933,  as  amended  (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
any  optionee  to provide  such other  representations,  written  assurances  or
information  which the  Company  shall  determine  is  necessary,  desirable  or
appropriate to comply with applicable securities laws as a condition of


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granting an option to the  optionee or  permitting  the optionee to exercise the
option. 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.
         (g)  Notwithstanding  anything to the  contrary  contained  herein,  an
option may not be exercised  unless the shares  issuable  upon  exercise of such
option are then  registered  under the Securities Act or, if such shares are not
then so registered,  the Company has determined  that such exercise and issuance
would be exempt from the registration requirements of the Securities Act.
         (h) The  Company  (or a  representative  of the  underwriters)  may, in
connection  with the first  underwritten  registration  of the  offering  of any
securities of the Company under the  Securities  Act,  require that any optionee
not sell or otherwise transfer or dispose of any shares of common stock or other
securities of the Company  during such period (not to exceed one hundred  eighty
(180) days)  following the effective date of the  registration  statement of the
Company filed under the Securities Act as may be requested by the Company or the
representative of the underwriters. 7. COVENANTS OF THE COMPANY.
         (a) During the terms of the options granted under the Plan, the Company
shall  keep  available  at all times the number of shares of stock  required  to
satisfy such options.
         (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


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stock upon exercise of the options  granted under the Plan;  provided,  however,
that this  undertaking  shall not  require  the  Company to  register  under the
Securities  Act either the Plan, any option granted under the Plan, or any stock
issued or issuable  pursuant to any such option.  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 options.
8.       USE OF PROCEEDS FROM STOCK.
         Proceeds from the sale of stock  pursuant to options  granted under the
Plan shall constitute general funds of the Company.
9.       MISCELLANEOUS.
         (a) Neither an optionee nor any person to whom an option is transferred
under  subparagraph  6(d) 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 option unless
and until such person has satisfied all  requirements for exercise of the option
pursuant to its terms.
         (b) Throughout the term of any option granted pursuant to the Plan, the
Company  shall make  available to the holder of such option,  not later than one
hundred twenty (120) days after the close of each of the Company's  fiscal years
during the option term,  upon  request,  such  financial  and other  information
regarding the Company as comprises the annual report to the  stockholders of the
Company  provided  for in the Bylaws of the Company  and such other  information
regarding the Company as the holder of such option may reasonably request.


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         (c) Nothing in the Plan or in any instrument  executed pursuant thereto
shall confer upon any Non-Employee Director any right to continue in the service
of the Company or any Affiliate in any capacity or shall affect any right of the
Company,  its Board or stockholders or any Affiliate to remove any  Non-Employee
Director  pursuant to the Company's  By-Laws and the  provisions of the Delaware
General  Corporation  Law (or the laws of the Company's  state of  incorporation
should that change in the future).
         (d) No Non-Employee  Director,  individually or as a member of a group,
and no beneficiary or other person claiming under or through him, shall have any
right,  title or interest in or to any option  reserved  for the purposes of the
Plan  except as to such  shares  of common  stock,  if any,  as shall  have been
reserved for him pursuant to an option granted to him.
         (e) In connection  with each option made pursuant to the Plan, it shall
be a condition precedent to the Company's obligation to issue or transfer shares
to a Non-Employee  Director,  or to evidence the removal of any  restrictions on
transfer, that such Non-Employee Director make arrangements  satisfactory to the
Company  to insure  that the  amount of any  federal  or other  withholding  tax
required to be withheld  with respect to such sale or transfer,  or such removal
or lapse, is made available to the Company for timely payment of such tax.
         (f) As used in this Plan,  "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 a national market system,  including without limitation the National
Market System of the National Association of Securities Dealers,  Inc. Automated
Quotation  ("NASDAQ")  System,  the Fair Market Value of a share of common stock
shall be the closing sales price for such stock (or the


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closing bid, if no sales were reported) as quoted on such system or exchange (or
the exchange  with the greatest  volume of trading in 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) If the common  stock is quoted on the NASDAQ  System (but
not  on  the  National  Market  System  thereof)  or is  regularly  quoted  by a
recognized  securities  dealer but  selling  prices are not  reported,  the Fair
Market  Value of a share of common  stock shall be the mean  between the bid and
asked  prices for the 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;
                  (iii) In the absence of an  established  market for the common
stock, the Fair Market Value shall be determined in good faith by the Board.
10.      ADJUSTMENTS UPON CHANGES IN STOCK.
         (a) If any change is made in the stock  subject to the Plan, or subject
to  any  option   granted  under  the  Plan  (through   merger,   consolidation,
reorganization,  recapitalization,  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 and outstanding options will
be appropriately  adjusted in the class(es) and maximum number of shares subject
to the Plan and the  class(es) and number of shares and price per share of stock
subject to outstanding options. Such adjustments shall be made by the Board, the
determination of which shall be final, binding, and conclusive.


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(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 dissolution,  liquidation, or sale of all or
substantially all of the assets of the Company; (2) a merger or consolidation in
which the  Company is not the  surviving  corporation;  (3) 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; or (4) the acquisition by any person, entity or groups within
the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or any comparable successor provisions  (excluding
any employee  benefit  plan,  or related  trust,  approved or  maintained by the
Company or any Affiliate of the Company) of the beneficial ownership (within the
meaning  of Rule  13d-3  promulgated  under  the  Exchange  Act,  or  comparable
successor rule) of securities of the Company representing at least fifty percent
(50%)  of the  combined  voting  power  entitled  to  vote  in the  election  of
directors,  then to the extent not prohibited by applicable law: the time during
which options  outstanding  under the Plan may be exercised shall be accelerated
prior to such  event and the  options  terminated  if not  exercised  after such
acceleration and at or prior to such event. 11. AMENDMENT OF THE PLAN.
         (a) The Board at any time,  and from time to time,  may amend the Plan,
provided,  however, that the Board shall not amend the plan more than once every
six (6) months,  with respect to the  provisions of the Plan which relate to the
amount,  price and timing of grants,  other than to comport  with changes in the
Code, the Employee Retirement Income Security Act,


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or the  rules  thereunder.  Except as  provided  in  paragraph  10  relating  to
adjustments  upon  changes in stock,  no  amendment  shall be  effective  unless
approved by the  stockholders of the Company within twelve (12) months before or
after the adoption of the amendment, where the amendment will:
                  (i)  Increase  the number of shares  which may be issued under
the Plan;
                  (ii)   Modify  the   requirements   as  to   eligibility   for
participation in the Plan (to the extent such modification  requires stockholder
approval in order for the Plan to comply with the  requirements  of Rule 16b-3);
or
                  (iii)  Modify  the Plan in any other way if such  modification
requires  stockholder  approval  in  order  for the  Plan  to  comply  with  the
requirements of Rule 16b-3 or Section 162(m) of the Internal Revenue Code.

         (b)  Rights  and  obligations  under  any  option  granted  before  any
amendment  of the Plan shall not be  impaired by such  amendment  unless (i) the
Company  requests  the  consent of the person to whom the option was granted and
(ii) such person consents in writing.
12.      TERMINATION OR SUSPENSION OF THE PLAN.
         (a) The Board may suspend or terminate the Plan at any time. No options
may be  granted  under  the  Plan  while  the Plan is  suspended  or after it is
terminated.
         (b) Rights and  obligations  under any option granted while the Plan is
in effect shall not be impaired by suspension or termination of the Plan, except
with the consent of the person to whom the option was granted.
         (c) The Plan shall  terminate  upon the occurrence of any of the events
described in Section 10(b) above.


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13.      EFFECTIVE DATE OF PLAN; CONDITIONS OF EXERCISE.
         (a) The Plan  shall  become  effective  upon  adoption  by the Board of
Directors,  subject to the condition subsequent that the Plan is approved by the
stockholders of the Company.
         (b) No option  granted under the Plan shall be exercised or exercisable
unless and until the condition of subparagraph 13(a) above has been met.



                                       12.