<PAGE>
   
EXHIBIT 10.21
    
                             EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT is entered into as of May 5, 1997, ("Effective 
Date"), by and between Topro, Inc., a Colorado corporation (the "Employer"or 
"Company") and Douglas H. Kelsall (the "Employee").  In consideration of the 
mutual covenants contained in this Agreement, the Employer agrees to employ 
the Employee, and the Employee agrees to be employed by the Employer, upon 
the terms and conditions hereinafter set forth.  

                                  ARTICLE I
           TERM OF EMPLOYMENT; SERVICES PRIOR TO COMMENCEMENT DATE; 
                            ELECTION OF OFFICERS

     1.1  INITIAL TERM.  The initial term of full-time employment hereunder 
shall be two years and will commence on July 16, 1997 ("Commencement Date"). 

     1.2  RENEWAL; NOTICE OF NON-RENEWAL.  At the end of the initial term of 
this Agreement, and on each anniversary thereafter, the term of Employee's 
employment automatically will be extended for one additional year unless, at 
least 90 days before such anniversary, the Employer or the Employee shall 
have delivered to the other written notice that this Agreement will not be 
extended.  

     1.3   SERVICES PRIOR TO COMMENCEMENT DATE.  After the Effective Date and 
prior to the Commencement Date, Employee may be engaged on a part-time basis 
to work on projects assigned to Employee by Employer's President, and will 
be compensated for his services on an hourly basis at a rate of $50.00 per 
hour. Commencing June 16, 1997, Employee will devote three days per week to 
such duties, for compensation equal to a PRO RATA amount of the full-time 
base salary of $135,000 established in Section 3.1.

     1.4  ELECTION AS OFFICER.  Employee's election to the offices of Vice 
President - Finance and Administration, Chief Financial Officer and Corporate 
Secretary shall be effective as of June 16, 1997.

                                  ARTICLE II
                           DUTIES OF THE EMPLOYEE

     2.1  DUTIES.  The Employee shall be employed as the Company's Chief 
Financial Officer, Vice President - Finance and Administration, and, at the 
continued discretion of the Company's Board of Directors, as Corporate 
Secretary, with the responsibilities and authority customary for such 
officers including, but not limited to, those duties as from time to time may 
be assigned to Employee by the Company's Board of Directors.  Employee shall 
have responsibility and authority for directing and managing all of the 
Company's financial affairs, 


                                Page 1 of 11

<PAGE>

including financial reporting, acquisition development and negotiation, 
capitalization programs and banking relationships.  Employee shall also 
manage the Company's Human Relations functions, including benefit program 
administration and regulatory compliance, and will supervise the Company's 
accounting and human relations staff.  Employee shall report directly to the 
Chief Executive Officer ("CEO") of the Company.  

     2.2  EXTENT OF DUTIES.  Subject only to the foregoing, Employee shall 
devote all of his working time, efforts, attention and energies to the 
business of the Employer.  

                               ARTICLE III
                       COMPENSATION OF THE EMPLOYEE

     3.1  BASE COMPENSATION; SIGNING BONUS.  As compensation for services 
rendered under this Agreement, the Employee will be paid an annual base 
salary of not less than $135,000 during the first year of this Agreement and 
an annual base salary of not less than $145,000 during the second year of 
this Agreement, to be paid in accordance with Employer's normal payroll 
practices.  The annual base salaries specified herein may be increased from 
time to time at the discretion of the Employer's Board of Directors.  If 
increased, the Employee's annual base salary shall not thereafter be 
decreased without the Employee's consent. The Employee's annual base salary 
shall not be deemed exclusive compensation and shall not prevent Employee 
from participating in any other compensation or benefit plan of Employer.  In 
addition, on the Commencement Date, Employee shall be paid a signing bonus of 
$10,000.00 cash, which shall be in addition to all other compensation payable 
hereunder. 

              3.2  SHORT-TERM INCENTIVE COMPENSATION PROGRAM.  Employee shall 
be eligible to participate in any performance bonus program which may be 
established by the Company for its officers.  The program currently 
contemplated would provide the opportunity for officers, including Employee, 
to earn annual bonuses which would average 50% of base salary over a five 
year term.  As of the date of this Agreement, such program has not been fully 
designed and adopted.  The Employee shall receive bonuses, pursuant to such 
program or otherwise, of at least $15,000 for services provided during the 
first year of this Agreement, such bonuses to be paid at the first and the 
second anniversary date, respectively, of this Agreement.  Such bonuses shall 
not vest or become payable if this Agreement has been terminated by Employee 
or by Employer for Cause (hereafter defined) prior to such anniversary date. 
The first year bonus shall vest and become payable if this Agreement is 
terminated by Employer pursuant to Sections 5.1.b., 5.1.c. or 5.1.e. after 
the Commencement Date and prior to the first anniversary date.  The second 
year bonus shall vest and become payable if this Agreement is terminated by 
Employer pursuant to Sections 5.1.b., 5.1.c. or 5.1.e. after the first and 
prior to the second anniversary date.  These specific annual amounts 
represent minimum annual bonus compensation and shall not preclude Employee 
from receiving additional bonus or incentive compensation granted in 
accordance with Company programs or in the discretion of the Board of 
Directors.


                                Page 2 of 11

<PAGE>

     3.3  LONG-TERM INCENTIVE COMPENSATION PROGRAM.

     a.   Employee shall receive incentive compensation for his services
     hereunder through the grant of stock purchase options (the "Options") as
     set forth herein.  On the Effective Date, the Company shall grant to
     Employee Options exercisable as set forth herein to purchase 300,000 shares
     of the Company's Common Stock, at the prices per share set forth below,
     which prices shall be based upon the average of the closing price of the
     Company's Common Stock as reported by Nasdaq for the ten trading days prior
     to the Effective Date (such closing price hereafter referred to as the
     "Market Price").  The Options shall expire on May 4, 2007, (the "Option
     Expiration Date"), provided, however, that all Options shall expire on the
     date 90 days following any termination of employment by Employee pursuant
     to Section 5.1.e and shall expire on the Date of Termination if employment
     is terminated by Employer for Cause.  Subject to the provisions of Section
     3.3.b. below, the Options shall become exercisable on the initial exercise
     dates set forth below, provided that no Option shall become exercisable if
     the Employee's employment has been terminated, or if Notice of Termination
     (hereafter defined) has been given by Employee or Employer, before the
     initial exercise dates specified below:

          (i)  on the day following the Commencement Date, 100,000 Options shall
          become exercisable to purchase an aggregate of 100,000 shares of
          Common Stock at a price per share equal to the Market Price;

          (ii) on the day following the first anniversary of the Commencement
          Date, 100,000 Options shall become exercisable to purchase an
          aggregate of 100,000 shares of Common Stock at a price per share equal
          to 150% of the Market Price; and

          (iii) on the day following the third anniversary of the Commencement 
          Date, 100,000 Options shall become exercisable to purchase an 
          aggregate of 100,000 shares of Common Stock at a price per share equal
          to 175% of the Market Price.

     b.   Regardless of the initial exercise dates set forth above, all
     unexercised options shall become immediately exercisable in the event of a
     "Change of Control," which, for purposes of this Agreement, shall be
     defined as the occurrence of one of the following events:

          (i) any "person" (as that term is used in Section 13(d) and 14(d) of
          the Exchange Act), other than the Company or any "person" who on the
          date hereof is a director or officer of the Company, is or becomes the
          "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
          directly or indirectly, of securities of the Company representing 30%
          or more of the combined voting power of the Company's then outstanding
          securities, other than in connection with a merger or business
          combination by the Company of another entity in which the Company is
          the surviving entity and which does not result in a change in the
          majority of the 


                                Page 3 of 11

<PAGE>

          Board of Directors upon the effective date of such merger or business 
          combination, or

          (ii) during any period of two consecutive years during the term of
          this Agreement, individuals who at the beginning of such period
          constitute the Board cease for any reason to constitute at least a
          majority thereof, unless the election of each director who was not a
          director at the beginning of such period has been approved in advance
          by directors representing at least two-thirds of the directors then in
          office who were directors at the beginning of the period.

     c.   Employee understands that the Options and underlying shares are
     "restricted securities" under the Securities Act of 1933 (the "Act") and
     applicable state statutes.  The Company intends to file a registration
     statement on Form S-8 with the Securities and Exchange Commission at a
     future date, and will include in such registration statement the Shares
     underlying the Options granted pursuant hereto to the extent permissible
     under the Act to permit the Company to issue "free trading" shares to
     Employee upon exercise of the Options.  The Company will use its best
     efforts to maintain a current and effective Form S-8 Registration Statement
     while any of the Options are exercisable.  At any time when: (i) any Option
     is exercisable; and (ii) the Company does not have a current and effective
     Form S-8; and (iii) the Company files a registration statement under the
     Act (including a "post-effective amendment" to a previous registration
     statement) which relates to a current offering of securities of the Company
     or any securityholder of the Company (except in connection with an offering
     registered on Form S-4, or any other inappropriate form(s)); then, the
     Company shall be obligated to offer to the Employee the opportunity to
     include in the registration statement the shares underlying the Options
     which are exercisable or which have been exercised; PROVIDED, HOWEVER, that
     if the offering to which the proposed registration statement relates is an
     underwritten offering and such underwriter objects to the inclusion of such
     shares in such registration statement, the Company shall be under no
     obligation to include the shares unless shares held by other selling
     securityholders are included therein, in which case the Employee shall be
     entitled to have his shares included pro rata with all other selling
     securityholders whose shares are to be included in the registration
     statement.  The Company shall give 30 days' prior written notice to the
     Employee of the Company's intention to file a registration statement under
     the Act, which notice shall constitute an offer to the Employee to have his
     shares included in such registration statement, and the Employee shall
     notify the Company in writing within ten days thereafter if the Employee
     desires to accept such offer.  Neither the delivery of such notice nor the
     acceptance by the Employee of such offer shall obligate the Company to file
     such registration statement and, notwithstanding the actual filing of the
     registration statement, the Company may at any time prior to its
     effectiveness elect not to pursue the registration without liability to the
     Employee.  Employee further understands and acknowledges that the Company
     cannot guarantee that any registration statement will remain current and
     effective until the Option Expiration Date, and that shares issued upon
     exercise of the Options at any time when the Company does not have a
     current and 


                                Page 4 of 11

<PAGE>

     effective registration statement may not be sold except pursuant to 
     exemptions from registration, which, if available, may require a holding 
     period prior to sale.

     d.   Employee represents and acknowledges that the issuance of securities
     hereunder is intended solely as compensation for the services provided
     pursuant to this Agreement, and that the payment in securities is not
     intended by the Company to be and has not been construed by Employee to be
     a promise of continued employment by the Company, nor as a promise of
     renewal of this Agreement or of the continuation of the relationship of the
     parties beyond the term of this Agreement.  Employee represents that the
     securities to be acquired as compensation for his services hereunder are
     being acquired by Employee for his own account and not on behalf of any
     other person, and that the Securities are being acquired for investment
     purposes and not for distribution.  Employee represents that an investment
     in the Securities is a suitable investment for Employee, taking into
     consideration the restrictions on transferability affecting the Securities.


     3.4  BENEFITS.

          a. Employee shall be entitled to paid vacation and all paid holidays
customarily extended to executive employees, and shall be entitled to a minimum
of three weeks paid vacation during the first year of this Agreement.  

          b. Employee shall be entitled to participate in all of Employer's
employee benefit plans and employee benefits, including any retirement, 401(k),
pension, profit-sharing, stock option, insurance, hospital or other plans and
benefits which now may be in effect or which may hereafter be adopted, it being
understood that Employee shall have the same rights and privileges to
participate in such plans and benefits as any other executive employee.
Participation in any benefit plans shall be in addition to the compensation
otherwise provided for in this Agreement.

          c. Employer shall provide an automobile allowance of $300.00 per
month to reimburse and compensate Employee for reasonable expenses of
maintaining one automobile for Employee's use.

          d. Employer will assume payment of reasonable dues related to
Employee's membership in professional associations.

     3.5  EXPENSES.  Employee shall be reimbursed promptly for all reasonable 
expenses incurred by Employee in the performance of his duties hereunder 
following Employer's customary practice.  

     3.6  NON-EXCLUSIVE PROVISIONS.  None of the provisions of this Article 
III shall be deemed to limit additional compensation which the Employer's 
Board of Directors may grant to Employee.


                                Page 5 of 11

<PAGE>

                                 ARTICLE IV
                     NON-COMPETITION; CONFIDENTIALITY

     4.1  The Employee will offer to the Employer any investment or other 
opportunity of which he becomes aware in the process control and systems 
integration industries (including, without limitation, software product 
development) or in the other areas of business in which the Company operates. 
If the Board of Directors of the Employer refuses the opportunity to 
participate in such investment or other opportunity, the Employee may do so 
as permitted by Section 4.2 hereof and otherwise only if the Employer's Board 
of Directors consents thereto.

     4.2  Notwithstanding the above, the Employee may make passive 
investments in companies involved in the process control and systems 
integration industries or other industries in which the Company operates, 
provided any such investment does not exceed a 5% equity interest.  Employee 
may acquire an equity interest exceeding 5% only if a majority of the 
Employer's Board of Directors consents thereto.

     4.3  Except as provided in Sections 4.1 and 4.2 hereof, during the term 
of this Agreement the Employee may not participate in the process control or 
systems integration industries or other areas of business in which the 
Company is engaged except through and on behalf of the Company.

     4.4  a. The Employee recognizes and acknowledges that the information,
     business, customer list and any other trade secret or other secret or
     confidential information relating to Employer's business as they may exist
     from time to time are valuable, special and unique assets of Employer's
     business.  Therefore, Employee agrees as follows:

          (i) that Employee will hold in strictest confidence and not disclose,
          reproduce, publish or use in any manner, whether during or subsequent
          to this employment, without the express authorization of the Board of
          Directors of the Employer, any information, business, customer lists
          of other employees of Employer, or any other secret or confidential
          matter relating to any aspect of the Employer's business, except as
          such disclosure or use may be required in connection with Employee's
          work for the Employer or by court order or subpoena;

          (ii) that upon request or at the time of leaving the employ of the
          Employer the Employee will deliver to the Employer, and not keep or
          deliver to anyone else, any notes, memoranda, documents and, in
          general, any and all material relating to the Employer's business; and

          (iii) that the Board of Directors of Employer may from time to
          time designate other subject matters requiring confidentiality and
          secrecy that shall be covered by the terms of this Agreement.


                                Page 6 of 11

<PAGE>

     b.   The restrictions imposed by this Section 4.4 shall not apply to
     information which is publicly disclosed by the Company or otherwise within
     the public domain through no fault or action or failure to act of Employee
     or rightfully received by Employee from a third party without restrictions
     on disclosure or use.

     c.   In the event of Employee's breach or threatened breach of the
     provisions of this paragraph 4.4, the Employer shall be entitled to an
     injunction (i) restraining the Employee from disclosing, in whole or in
     part, any information as described above or from rendering any services to
     any person, firm, corporation, association or other entity to whom such
     information, in whole or in part, has been disclosed or is threatened to be
     disclosed, and/or (ii) requiring that Employee deliver to Employer all
     information, documents, notes, memoranda and any other material as
     described above upon Employee's leave of the employ of the Employer. 
     Nothing herein shall prohibit the Employer from pursuing other remedies
     available to the Employer for such breach or threatened breach, including
     the recovery of damages from the Employee.   

     d.   In addition to the confidential information described above, Employee
     agrees that prior to the Commencement Date, the existence of this Agreement
     is considered by the Company to be confidential and Employee agrees not to
     disclose this Agreement or Employee's contemplated employment by the
     Company to any party prior to the Company's announcement of these matters. 

                                  ARTICLE V
                         TERMINATION OF EMPLOYMENT

     5.1  TERMINATION.  The Employee's employment hereunder may be terminated 
without any breach of this Agreement only under the following circumstances:

     a.   BY EMPLOYEE.  Upon the occurrence of any of the following events, this
     Agreement may be terminated by the Employee by written notice to Employer:

          (i)  if Employer makes a general assignment for the benefit of
          creditors, files a voluntary bankruptcy petition, files a petition or
          answer seeking a reorganization, arrangement, composition,
          readjustment, liquidation, dissolution or similar relief under any
          law, or any petition or application for the involuntary bankruptcy of
          Employer, or other similar proceeding, has been filed in which an
          order for relief is entered or which remains undismissed for a period
          of thirty days or more, or Employer seeks, consents to, or acquiesces
          in the appointment of a trustee, receiver, or liquidator of Employer
          or any material part of its assets; 

          (ii)  a decision by Employer to terminate its business and liquidate
          its assets; or

          (iii) Employer's breach of any of the terms of this Agreement
          which breach is not cured by Employer within 15 business days after
          notice from Employee.


                                Page 7 of 11

<PAGE>

          (iv)  within 90 days following a Change in Control of the Company.

     b.  DEATH.  This Agreement shall terminate upon the death of Employee.

     c.  DISABILITY.  The Employer may terminate this Agreement due to
     Employee's permanent disability only in accordance with Employer's policy
     applicable to other employees.

     d.  CAUSE.  The Employer may terminate the Employee's employment
     hereunder for Cause.  For purposes of this Agreement, the Employer shall
     have "Cause" to terminate the Employee's employment hereunder only upon the
     following: (i) the continued failure by the Employee substantially to
     perform his duties hereunder (other than any such failure resulting from
     the Employee's incapacity due to physical or mental illness), after demand
     for substantial performance is delivered by the Employer; or (ii)
     misconduct by the Employee that is deemed by the Board of Directors to be
     harmful to the Employer, monetarily or otherwise; or (iii) the violation by
     the Employee of the provisions of this Agreement. 

     e.  BY EMPLOYER OR EMPLOYEE OTHER THAN FOR CAUSE.  In any other case,
     the Company and the Employee shall have the right to terminate this
     Agreement upon 90 days' prior written notification to the other party.

     5.2  NOTICE OF TERMINATION.  Any termination of the Employee's 
employment by the Employer or by the Employee (other than termination 
pursuant to subsection 5.1 (b) above) shall be communicated by written notice 
("Notice of Termination") sent to the other party in accordance with Section 
7.5 hereof. 

     5.3  DATE OF TERMINATION.  "Date of Termination" shall mean (i) if the 
Employee's employment is terminated by his death, the date of his death; and 
(ii) if the Employee's employment is terminated for any other reason, the 
date specified in a Notice of Termination by Employer or Employee, which date 
shall not be less than 90 days after the date of the Notice of Termination.

     5.4  PAYMENTS FOLLOWING TERMINATION OR NON-RENEWAL.

     a.   In the event of termination of this Agreement by Employee pursuant to
     Section 5.1(a) (iv) or by Employer pursuant to Section 5.1(e) within one
     year following a Change in Control of the Company, the Employee will
     receive (i) continuation of base salary payments for 24 months following
     the Date of Termination; (ii) full and immediate vesting exercisability of
     all stock options and stock appreciation rights or other benefits
     consisting of or related to securities granted under this Agreement; and
     (iii) payment of any accrued bonus.


                                Page 8 of 11


<PAGE>

     b.   Following the termination of this Agreement pursuant to Section
     5.1(b), Employer shall pay to Employee's estate the compensation that would
     otherwise be payable through the end of the month in which his death
     occurs.  

     c.   Upon temporary or permanent disability of the Employee as described in
     Section 5.1(c) hereof, whether or not the Employer elects to terminate
     this Agreement, Employee shall receive such compensation and benefits, if
     any, as are payable to employees generally in accordance with the policy of
     Employer.

     d.   If this Agreement is terminated by Employer other than for Cause,
     Employer shall continue to pay to the Employee his base salary as then in
     effect for a period of six months following the Date of Termination, which
     payments shall constitute severance pay.

     e.   In the event this Agreement is not renewed by Employer at the end of
     the initial or any subsequent term, Employer shall continue to pay to the
     Employee his base salary as then in effect for a period of six months
     following the Date of Termination.

     5.5  REMEDIES.  Any termination of this Agreement shall not prejudice 
any other remedy to which the Employer or Employee may be entitled, either at 
law, equity, or under this Agreement.

                                 ARTICLE VI
                              INDEMNIFICATION

     6.1  INDEMNIFICATION.  To the fullest extent permitted by applicable 
law, Employer agrees to indemnify, defend and hold Employee harmless from any 
and all claims, actions, costs, expenses, damages and liabilities, including, 
without limitation, reasonable attorneys' fees, hereafter or heretofore 
arising out of or in connection with activities of Employer or its employees, 
including Employee, or other agents in connection with and within the scope 
of his employment by Employer or by reason of the fact that he is or was a 
director or officer of Employer or any affiliate of Employer.  To the fullest 
extent allowed by applicable law, Employer shall advance to Employee expenses 
of defending any such action, claim or proceeding.  However, Employer shall 
not indemnify Employee or defend Employee against, or hold him harmless from 
any claims, damages, expenses or liabilities, including attorneys' fees, 
resulting from the gross negligence or willful misconduct of Employee.  The 
duty to indemnify shall survive the expiration or early termination of this 
Agreement as to any claims based on facts or conditions which occurred or are 
alleged to have occurred prior to expiration or termination.

                               ARTICLE VII
                           GENERAL PROVISIONS

     7.1  GOVERNING LAW.  This Agreement shall be governed by and construed 
in accordance with the laws of the State of Colorado.


                                Page 9 of 11

<PAGE>

     7.2   ARBITRATION.  Any controversy or claim arising out of or relating 
to this Agreement or the breach thereof shall be settled by arbitration in 
the City and County of Denver, Colorado in accordance with the rules then 
existing of the American Arbitration Association and judgment upon the award 
may be entered in any court having jurisdiction thereof. 

     7.3  ENTIRE AGREEMENT.  This Agreement supersedes any and all other 
Agreements, whether oral or in writing, between the parties with respect to 
the employment of the Employee by the Employer.  Each party to this Agreement 
acknowledges that no representations, inducements, promises, or agreements, 
orally or otherwise, have been made by either party, or anyone acting on 
behalf of any party, that are not embodied in this Agreement, and that no 
agreement, statement, or promise not contained in this Agreement shall be 
valid or binding. 

     7.4  SUCCESSORS AND ASSIGNS.  This Agreement, all terms and conditions 
hereunder, and all remedies arising here from, shall inure to the benefit of 
and be binding upon Employer, any successor in interest to all or 
substantially all of the business and/or assets of Employer (whether by 
merger, consolidation or otherwise), and the heirs, administrators, 
successors and assigns of Employee. Except as provided in the preceding 
sentence, the rights and obligations of the parties hereto may not be 
assigned or transferred by either party without the prior written consent of 
the other party. 

     7.5  NOTICES.  For purposes of this Agreement, notices, demands and all 
other communications provided for in this Agreement shall be in writing and 
shall be deemed given if delivered by hand or overnight courier or mailed by 
registered or certified mail (return receipt requested) to the parties at the 
following addresses (or at such other addresses for a party as shall be 
specified by like notice), and shall be deemed given on the date on which so 
hand-delivered, or on the business day following the day on which sent by 
overnight courier, or on the third business day following the date on which 
so mailed:

     If to Employee:      Douglas H. Kelsall
                          6117 E. Princeton Ave.
                          Cherry Hills, CO 80111

     If to Employer:      Topro, Inc.
                          Attn:  John Jenkins, President and CEO
                          2525 West Evans Avenue
                          Denver,  CO  80219

     7.6  SEVERABILITY.  If any provision of this Agreement is prohibited by 
or is unlawful or unenforceable under any applicable law of any jurisdiction 
as to such jurisdiction, such provision shall be ineffective to the extent of 
such prohibition without invalidating the remaining provisions hereof.

     7.7  SECTION HEADINGS.  The section headings used in this Agreement are 
for convenience only and shall not affect the construction of any terms of 
this Agreement.


                                Page 10 of 11

<PAGE>


     7.8  SURVIVAL OF OBLIGATIONS.  Termination of this Agreement for any 
reason shall not relieve Employer or Employee of any obligation accruing or 
arising prior to such termination.

     7.9  AMENDMENTS.  This Agreement may be amended only by written 
agreement of both Employer and Employee.

     7.10 COUNTERPARTS.  This Agreement may be executed in one or more 
counterparts, each of which shall constitute an original but all of which, 
when taken together, shall constitute only one legal instrument.  This 
Agreement shall become effective when copies hereof, when taken together, 
shall bear the signatures of both parties hereto.  It shall not be necessary 
in making proof of this Agreement to produce or account for more than one 
such counterpart.

     7.11 FEES AND COSTS.  If any action at law or in equity is necessary to 
enforce or interpret the terms of this Agreement, the prevailing party shall 
be entitled to reasonable attorneys fees, costs and necessary disbursements 
in addition to any other relief to which that party may be entitled.

     IN WITNESS WHEREOF, the Employer and the Employee have executed this 
Agreement to be effective as set forth above.

                                      "EMPLOYER"
                                       TOPRO, INC.


                                       By /s/ JOHN JENKINS
                                         ----------------------------------
                                         John Jenkins, President and CEO

                                       "EMPLOYEE"


                                       By /s/ DOUGLAS H. KELSALL
                                         ----------------------------------
                                         Douglas H. Kelsall






                                Page 11 of 11

<PAGE>

                           STOCK OPTION AGREEMENT

     STOCK OPTION AGREEMENT entered into as of the 5th day of May, 1997, by 
and between Topro, Inc., a Colorado corporation (the "Corporation"), and 
Douglas H. Kelsall (the "Recipient").

     Pursuant to the Employment Agreement dated May 5, 1997 (the "Employment 
Agreement") by and between the Corporation and the Recipient, and in 
accordance with its 1997 Stock Option and Bonus Plan (the "Plan"), a copy of 
which has been provided to the Recipient and is incorporated herein by 
reference, the Corporation desires to provide the Recipient with an 
opportunity to acquire $.0001 par value common stock ("Common Stock") of the 
Corporation on favorable terms and as incentive to put forth maximum efforts 
for the success of the business of the Corporation.  All capitalized terms 
not otherwise defined herein shall be as defined in the Plan.

     NOW, THEREFORE, in consideration of the premises and mutual covenants 
herein set forth and other good and valuable consideration, the Corporation 
and the Recipient agree as follows:

          1.  CONFIRMATION OF GRANT OF OPTION.  The Corporation confirms that 
the Recipient has been granted on May 5, 1997 (the "Date of Grant"), as a 
matter of separate inducement and agreement, and in addition to and not in 
lieu of salary or other compensation for services, Non-qualified Stock 
Options pursuant to Section 5(b) of the Plan (the "Options") to purchase an 
aggregate of 300,000 shares of Common Stock, on the terms and conditions 
herein set forth, subject to adjustment as provided in Paragraph 7 hereof.  
The Recipient will not have any rights to dividends or any other rights of a 
shareholder with respect to any shares of Common Stock subject to the Options 
until such shares shall have been purchased through the exercise of the 
Options and have been evidenced on the stock transfer records of the 
Corporation maintained by the Corporation's transfer agent.

     2.   OPTION PRICE.  The Options will be exercisable at the prices (the 
"Option Price") per share set forth below, which prices are based upon the 
average of the closing price of the Corporation's Common Stock as reported by 
Nasdaq for the ten trading days prior to the Date of Grant (such closing 
price hereafter referred to as the "Market Price"), subject to adjustment as 
provided in Paragraph 7 hereof. 

     3.   EXERCISE OF OPTION. 

          (a)  Except as otherwise provided in Section 6 of the Plan and 
Paragraph 4 below, and further subject to the provisions of Section 3(b) 
below, the Options shall become exercisable on the initial exercise dates set 
forth below, provided that no Option shall become exercisable if the 
Recipient's employment has been terminated, or if Notice of Termination 
pursuant to the Employment Agreement has been given by Recipient or Employer, 
before the initial exercise dates specified below:


                                       1

<PAGE>

          (i)  on July 17, 1997, 100,000 Options shall become exercisable to
          purchase an aggregate of 100,000 shares of Common Stock at an Option
          Price of $1.42 (equal to the Market Price);

          (ii) on July 17, 1998, 100,000 Options shall become exercisable to
          purchase an aggregate of 100,000 shares of Common Stock at an Option
          Price of $2.13 (equal to 150% of the Market Price); and

          (iii) on July 17, 2000, 100,000 Options shall become exercisable
          to purchase an aggregate of 100,000 shares of Common Stock an Option
          Price of $2.485 (equal to 175% of the Market Price).

          (b)  Regardless of the initial exercise dates set forth above, all 
unexercised Options shall become immediately exercisable in the event of a 
"Change of Control," which, for purposes of this Agreement, shall be defined 
as the occurrence of one of the following events:

          (i) any "person" (as that term is used in Section 13(d) and 14(d) of
          the Exchange Act), other than the Corporation or any "person" who on
          the date hereof is a director or officer of the Corporation, is or
          becomes the "beneficial owner" (as defined in Rule 13d-3 under the
          Exchange Act), directly or indirectly, of securities of the
          Corporation representing 30% or more of the combined voting power of
          the Corporation's then outstanding securities, other than in
          connection with a merger or business combination by the Corporation of
          another entity in which the Corporation is the surviving entity and
          which does not result in a change in the majority of the Board of
          Directors upon the effective date of such merger or business
          combination, or

          (ii) during any period of two consecutive years during the term of the
          Employment Agreement, individuals who at the beginning of such period
          constitute the Board cease for any reason to constitute at least a
          majority thereof, unless the election of each director who was not a
          director at the beginning of such period has been approved in advance
          by directors representing at least two-thirds of the directors then in
          office who were directors at the beginning of the period.

          (c)  The Options may be exercised in whole or in part from time to 
time by notice and payment to the Corporation of the applicable Option Price 
as provided in Section 6(e) of the Plan, subject to the limitations of 
Paragraph 4 below. 

     4.   TERM OF OPTIONS.  The term of the Options will be through May 4, 
2007, subject to earlier termination or cancellation as provided in this 
Agreement. All Options shall expire on the date 90 days following any 
termination of employment by Recipient pursuant to Section 5.1.(e) of the 
Employment Agreement and shall expire on the Date of Termination (as defined 
in the Employment Agreement) if employment is terminated by Employer for 
Cause pursuant to Section 5.1.(d) of Employment Agreement.


                                       2

<PAGE>

     5.   TRANSFERABILITY RESTRICTION.  The Options may not be assigned, 
transferred or otherwise disposed of, or pledged or hypothecated in any way 
(whether by operation of law or otherwise) except in strict compliance with 
Section 6(h) of the Plan.  Any assignment, transfer, pledge, hypothecation or 
other disposition of the Options or any attempt to make any such levy of 
execution, attachment or other process will cause the Options to terminate 
immediately upon the happening of any such event, provided, however, that any 
such termination of the Options under the foregoing provisions of this 
Paragraph 5 will not prejudice any rights or remedies which the Corporation 
may have under this Agreement or otherwise.

     6.   DEATH, DISABILITY OR RETIREMENT OF RECIPIENT.  The Recipient's 
rights to exercise the Options upon the death, disability or retirement of 
the Recipient shall be as set forth in Section 6(g) of the Plan. 

     7.   ADJUSTMENTS.  The Option shall be subject to adjustment upon the 
occurrence of certain events as set forth in Section 6(i) of the Plan. 

     8.   REGISTRATION OBLIGATION OF THE CORPORATION.  Recipient understands 
that unless registered under the Securities Act of 1933 (the "Act") and 
applicable state statutes, the Options and underlying shares are "restricted 
securities" under the Act.  Under the Employment Agreement, the Recipient has 
been granted certain registration rights, as follows: the Corporation 
intends to file a registration statement on Form S-8 with the Securities and 
Exchange Commission at a future date and will include in such registration 
statement the Common Stock underlying the Options granted pursuant hereto to 
the extent permissible under the Act to permit the Corporation to issue "free 
trading" shares of Common Stock to Recipient upon exercise of the Options.  
The Corporation will use its best efforts to maintain a current and effective 
Form S-8 Registration Statement while any of the Options are exercisable.  At 
any time when: (i) any Option is exercisable; and (ii) the Corporation does 
not have a current and effective Form S-8; and (iii) the Corporation files a 
registration statement under the Act (including a "post-effective amendment" 
to a previous registration statement) which relates to a current offering of 
securities of the Corporation or any securityholder of the Corporation 
(except in connection with an offering registered on Form S-4, or any other 
inappropriate form(s)); then, the Corporation shall be obligated to offer to 
the Recipient the opportunity to include in the registration statement the 
shares of Common Stock underlying the Options which are exercisable or which 
have been exercised; PROVIDED, HOWEVER, that if the offering to which the 
proposed registration statement relates is an underwritten offering and such 
underwriter objects to the inclusion of such shares in such registration 
statement, the Corporation shall be under no obligation to include such 
shares unless shares held by other selling securityholders are included 
therein, in which case the Recipient shall be entitled to have such shares 
included pro rata with all other selling securityholders whose shares are to 
be included in the registration statement. The Corporation shall give 30 
days' prior written notice to the Recipient of the Corporation's intention to 
file a registration statement under the Act, which notice shall constitute an 
offer to the Recipient to  have such shares included in such registration 
statement, and the Recipient shall notify the Corporation in writing within 
ten days thereafter if the Recipient desires to accept such offer.  Neither 
the delivery of such notice nor the acceptance by the Recipient of such offer 
shall obligate the Corporation to file such registration statement 


                                       3

<PAGE>

and, notwithstanding the actual filing of the registration statement, the 
Corporation may at any time prior to its effectiveness elect not to pursue 
the registration without liability to the Recipient.  Recipient further 
understands and acknowledges that the Corporation cannot guarantee that any 
registration statement will remain current and effective while the Options 
are exercisable, and that shares issued upon exercise of the Options at any 
time when the Corporation does not have a current and effective registration 
statement may not be sold except pursuant to exemptions from registration, 
which, if available, may require a holding period prior to sale.  The 
Recipient acknowledges that all certificates for the shares issued upon 
exercise of the Options will bear the following legend unless such shares are 
registered under the Act prior to their issuance: 

     The shares represented by this Certificate have not been registered
     under the Securities Act of 1933 (the "Act"), and are "restricted
     securities" as that term is defined in Rule 144 under the Act.  The
     shares may not be offered for sale, sold or otherwise transferred
     except pursuant to an effective registration statement under the Act
     or pursuant to an exemption from registration under the Act, the
     availability of which is to be established to the satisfaction of the
     Corporation.

     The Recipient further understands and agrees that unless a Form S-8 
registration statement is effective, the Option may be exercised only if at 
the time of such exercise the Recipient and the Corporation are able to 
establish the existence of an exemption from registration under the Act and 
applicable state laws. 

     9.   NOTICES.  Each notice relating to this Agreement will be in writing 
and delivered in person or by certified mail to the proper address.  Notices 
to the Corporation shall be addressed to the Corporation c/o John Jenkins, 
President, at 2525 W. Evans Ave., Denver, CO  80219.  Notices to the 
Recipient or other person or persons then entitled to exercise the Option 
shall be addressed to the Recipient or such other person or persons at the 
Recipient's address below specified.  Anyone to whom a notice may be given 
under this Agreement may designate a new address by notice to that effect 
given pursuant to this Paragraph 9.

     10.  APPROVAL OF COUNSEL.  The exercise of the Option and the issuance 
and delivery of shares of Common Stock pursuant thereto shall be subject to 
approval by the Corporation's counsel of all legal matters in connection 
therewith, including compliance with the requirements of the Act, Securities 
Exchange Act of 1934, as amended, applicable state securities laws, the rules 
and regulations thereunder, and the requirements of any national securities 
exchange or association upon which the Common Stock then may be listed. 

     11.  BENEFITS OF AGREEMENT.  This Agreement will inure to the benefit of 
and be binding upon each successor and assign of the Corporation.  All 
obligations imposed upon the Recipient and all rights granted to the 
Corporation under this Agreement will be binding upon the Recipient's heirs, 
legal representatives and successors. 

     12.  GOVERNMENTAL AND OTHER REGULATIONS.  The exercise of the Option and 
the Corporation's obligation to sell and deliver shares upon the exercise of 
rights to purchase shares is 


                                       4

<PAGE>

subject to all applicable federal and state laws, rules and regulations, and 
to such approvals by any regulatory or governmental agency which, in the 
opinion of counsel for the Corporation, may be required.

     13.  CONFLICTS WITH THE PLAN.  If any provision in this Agreement 
conflicts with a provision in the Plan, the Plan shall govern.

     Executed in the name and on behalf of the Corporation by one of its duly 
authorized officers and by the Recipient all as of the date first above 
written.

                                       TOPRO, INC.



                                       By: /s/ JOHN JENKINS
                                          ----------------------------------
                                          John Jenkins, President

     The undersigned Recipient understands the terms of this Option Agreement 
and acknowledges receipt of a copy of the Plan and hereby agrees to comply 
therewith.


                                       /s/ DOUGLAS H. KELSALL
                                       ------------------------------------
                                       Recipient: Douglas H. Kelsall




                                       5