EXHIBIT 10.41

                             INCENTIVE 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 intended to qualify 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 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  _____________________  (the "Expiration
Date," 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) unless one of the following circumstances exists:

                           (a)  Your  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).  This option will then
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.

                           (b)  Your  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 of Continuous  Status as an
Employee,  Director or Consultant  for any other  reason.  This option will then
expire on the  earlier of the  Expiration  Date set forth  above or twelve  (12)
months after your death.

                                       2.

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                           (c) If during any part of such thirty (30) day period
you may not exercise  your option  solely  because of the condition set forth in
paragraph 5 above,  then your  option  will not expire  until the earlier of the
Expiration Date set forth above or until this option shall have been exercisable
for an aggregate period of thirty (30) days after your termination of Continuous
Status as an Employee, Director or Consultant.

                           (d) If your 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,  then your 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 of 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 of an Employee, Director or Consultant under the provisions of
paragraph 2 of this option.

         In order to obtain the federal income tax advantages associated with an
"incentive  stock option," the Code requires that at all times  beginning on the
date of grant of the option  and  ending on the day three (3) months  before the
date of the  option's  exercise,  you must be an  employee  of the Company or an
Affiliate,  except in the event of your death or permanent and total disability.
The Company has provided for  continued  vesting or extended  exercisability  of
your option under certain  circumstances for your benefit,  but cannot guarantee
that your option will  necessarily be treated as an "incentive  stock option" if
you provide  services to the Company or an Affiliate as a consultant or exercise
your option more than three (3) months after the date your  employment  with the
Company and all Affiliates terminates.

                  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  payment  by you  to the  Company  of  any  tax  withholding
obligation of the Company  arising by reason of (A) the exercise 

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of this option; (B) the lapse of any substantial risk of forfeiture to which the
shares are subject at the time of  exercise;  or (C) the  disposition  of shares
acquired upon such exercise;

                                 (ii) you will  notify  the  Company  in writing
within fifteen (15) days after the date of any  disposition of any of the shares
of the Common Stock issued upon  exercise of this option that occurs  within two
(2) years after the date of this option  grant or within one (1) year after such
shares of Common Stock are transferred upon exercise of this option; and

                                 (iii) 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-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,  and is exercisable during your
life only by you. 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
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                                           Duly  authorized  on  behalf of the
                                           Board of Directors


ATTACHMENTS:

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

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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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