EXHIBIT 10.42

                            NONSTATUTORY STOCK OPTION

________________________, Optionee:

         ELEXSYS INTERNATIONAL, INC. (the "Company"), pursuant to its 1995 Stock
Option Plan (the "Plan") has granted to you, the optionee named above, an option
to purchase  shares of the common stock of the Company  ("Common  Stock").  This
option is not intended to qualify and will not be treated as an "incentive stock
option" within the meaning of Section 422 of the Internal  Revenue Code of 1986,
as amended (the "Code").

         The grant  hereunder is in connection  with and in  furtherance  of the
Company's compensatory benefit plan for participation of the Company's employees
(including  officers),  directors or  consultants.  Defined terms not explicitly
defined  in  this  agreement  but  defined  in the  Plan  shall  have  the  same
definitions as in the Plan.

         The details of your option are as follows:


                  1. TOTAL NUMBER OF SHARES  SUBJECT TO THIS  OPTION.  The total
number of shares of Common Stock  subject to this option is  ___________________
(_______).


                  2. VESTING.  Subject to the limitations  contained herein, 25%
of the shares will vest (become  exercisable) on  ____________,  19__ and 25% of
the shares  will then vest each year  thereafter  until  either (i) you cease to
provide  services to the Company  for any  reason,  or (ii) this option  becomes
fully vested.

                  3.        EXERCISE PRICE AND METHOD OF PAYMENT.

                           (a) Exercise Price. The exercise price of this option
is  _________________  ($____________) per share, being not less than 85% of the
fair market value of the Common Stock on the date of grant of this option.

                           (b) Method of Payment.  Payment of the exercise price
per share is due in full upon  exercise  of all or any part of each  installment
which has accrued to you. You may elect,  to the extent  permitted by applicable
statutes and regulations, to make payment of the exercise price under one of the
following alternatives:

                                 (i) Payment of the exercise  price per share in
cash (including check) at the time of exercise; or

                                 (ii)  Payment  pursuant to a program  developed
under  Regulation T as promulgated by the Federal Reserve Board which,  prior to
the issuance of Common  Stock,  


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results in either the  receipt of cash (or check) by the  Company or the receipt
of irrevocable  instructions to pay the aggregate  exercise price to the Company
from the sales proceeds;

                                 (iii) Provided that at the time of exercise the
Company's  Common  Stock is  publicly  traded and quoted  regularly  in the Wall
Street  Journal,  payment by delivery of  already-owned  shares of Common Stock,
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 interests,  which Common Stock shall be valued at its fair market value
on the date of exercise; or

                                 (iv) Payment by a combination of the methods of
payment permitted by subparagraph 3(b)(i) through 3(b)(iii) above.

                  4. WHOLE  SHARES.  This  option may not be  exercised  for any
number of shares which would  require the issuance of anything  other than whole
shares.

                  5. SECURITIES LAW COMPLIANCE.  Notwithstanding anything to the
contrary  contained  herein,  this option may not be exercised unless the shares
issuable upon exercise of this option are then  registered  under the 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
Act.

                  6. TERM.  The term of this option  commences  on  ___________,
19__, the date of grant, and expires on ___________________ (which date shall be
no more than ten (10) years from the date this option is  granted),  unless this
option  expires  sooner as set forth below or in the Plan.  In no event may this
option be exercised on or after the Expiration Date. This option shall terminate
prior to the Expiration Date as follows:  thirty (30) days after the termination
of your  Continuous  Status as an  Employee,  Director  or  Consultant  with the
Company or an  Affiliate  of the Company (as defined in the Plan) for any reason
or for no reason unless:

                           (a)  such  termination  of  Continuous  Status  as an
Employee,  Director or Consultant is due to your permanent and total  disability
(within the meaning of Section 422(c)(6) of the Code), in which event the option
shall  expire on the  earlier of the  Expiration  Date set forth above or twelve
(12) months  following  such  termination  of Continuous  Status as an Employee,
Director or Consultant; or

                           (b)  such  termination  of  Continuous  Status  as an
Employee,  Director  or  Consultant  is due to your death or your  death  occurs
within thirty (30) days  following  your  termination  for any other reason,  in
which event the option  shall expire on the earlier of the  Expiration  Date set
forth above or twelve (12) months after your death; or

                           (c)  during any part of such  thirty  (30) day period
the  option is not  

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exercisable  solely because of the condition set forth in paragraph 5 above,  in
which event the option shall not expire until the earlier of the Expiration Date
set forth above or until it shall have been  exercisable for an aggregate period
of thirty (30) days after the  termination of Continuous  Status as an Employee,
Director or Consultant; or

                           (d)  exercise of the option  within  thirty (30) days
after  termination  of  your  Continuous  Status  as an  Employee,  Director  or
Consultant with the Company or with an Affiliate would result in liability under
section 16(b) of the Securities  Exchange Act of 1934 (the "Exchange  Act"),  in
which case the option will expire on the earlier of (i) the Expiration  Date set
forth above,  (ii) the tenth (10th) day after the last date upon which  exercise
would  result in such  liability or (iii) six (6) months and ten (10) days after
the termination of your Continuous Status as an Employee, Director or Consultant
with the Company or an Affiliate.

                  However, this option may be exercised following termination of
Continuous Status as an Employee,  Director or Consultant only as to that number
of  shares  as to  which  it was  exercisable  on the  date  of  termination  of
Continuous Status as an Employee, Director or Consultant under the provisions of
paragraph 2 of this option.

                  7.        EXERCISE.

                           (a)  This  option  may be  exercised,  to the  extent
specified above, by delivering a notice of exercise (in a form designated by the
Company) together with the exercise price to the Secretary of the Company, or to
such other person as the Company may designate,  during regular  business hours,
together with such additional documents as the Company may then require pursuant
to subsection 6(f) of the Plan.

                           (b) By exercising this option you agree that:

                                 (i) as a precondition  to the completion of any
exercise of this  option,  the  Company may require you to enter an  arrangement
providing  for the cash  payment by you to the  Company  of any tax  withholding
obligation of the Company arising by reason of: (1) the exercise of this option;
(2) the lapse of any  substantial  risk of  forfeiture  to which the  shares are
subject at the time of exercise;  or (3) the disposition of shares acquired upon
such  exercise.  You also agree that any  exercise  of this  option has not been
completed  and that the Company is under no obligation to issue any Common Stock
to you until such an arrangement is established or the Company's tax withholding
obligations are satisfied, as determined by the Company; and

                                 (ii) 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 Act,  require that you 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  (the  "Effective  Date")  of  the
registration statement of the Company filed under the Act as may be requested by
the Company or the  representative of the  underwriters.  You further agree that
the Company may impose  stop-

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transfer  instructions  with  respect to  securities  subject  to the  foregoing
restrictions until the end of such period.

                  8. TRANSFERABILITY. This option is not 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 of the
Exchange Act (a "QDRO"),  and is  exercisable  during your life only by you or a
transferee  pursuant to a QDRO.  Notwithstanding  the  foregoing,  by delivering
written notice to the Company,  in a form  satisfactory to the Company,  you may
designate a third party who, in the event of your  death,  shall  thereafter  be
entitled to exercise this option.

                  9.  OPTION  NOT A  SERVICE  CONTRACT.  This  option  is not an
employment  contract and nothing in this option shall be deemed to create in any
way  whatsoever  any  obligation  on your part to  continue in the employ of the
Company,  or of the Company to continue  your  employment  with the Company.  In
addition, nothing in this option shall obligate the Company or any Affiliate, or
their respective  stockholders,  Board of Directors,  officers,  or employees to
continue any  relationship  which you might have as a Director or Consultant for
the Company or Affiliate.

                  10.  NOTICES.  Any notices  provided for in this option or the
Plan  shall be given in  writing  and shall be  deemed  effectively  given  upon
receipt or, in the case of notices  delivered  by the  Company to you,  five (5)
days after deposit in the United States mail, postage prepaid,  addressed to you
at the  address  specified  below  or at such  other  address  as you  hereafter
designate by written notice to the Company.

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                  11. GOVERNING PLAN DOCUMENT. This option is subject to all the
provisions  of the Plan, a copy of which is attached  hereto and its  provisions
are  hereby  made a part  of  this  option,  including  without  limitation  the
provisions  of  Section  6 of the Plan  relating  to option  provisions,  and is
further subject to all interpretations,  amendments, rules and regulations which
may from time to time be  promulgated  and adopted  pursuant to the Plan. In the
event of any  conflict  between the  provisions  of this option and those of the
Plan, the provisions of the Plan shall control.

         Dated the ____ day of __________________, 19__.

                                            Very truly yours,

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                                            By
                                               ---------------------------------
                                               Duly authorized on behalf
                                               of the Board of Directors
ATTACHMENTS:

         Elexsys International, Inc. 1995 Stock Option Plan
         Notice of Exercise

The undersigned:

                  (a)  Acknowledges  receipt  of the  foregoing  option  and the
attachments  referenced  therein and understands that all rights and liabilities
with respect to this option are set forth in the option and the Plan; and

                  (b) Acknowledges  that as of the date of grant of this option,
it sets forth the entire understanding  between the undersigned optionee and the
Company and its affiliates regarding the acquisition of stock in the Company and
supersedes  all prior  oral and  written  agreements  on that  subject  with the
exception of (i) the options previously granted and delivered to the undersigned
under stock option plans of the Company, and (ii) the following agreements only:

         NONE     
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                  (Initial)

         OTHER
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                                              OPTIONEE

                                              Address:
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