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EHHIBIT 10.23
                                     TOPRO, INC.
                        1997 STOCK OPTION AND STOCK BONUS PLAN

     PURPOSES OF AND BENEFITS UNDER THE PLAN.  This 1997 Stock Option and Stock
Bonus Plan (the "Plan") is intended to encourage stock ownership by employees,
officers, directors, advisors and consultants of Topro, Inc., its divisions,
subsidiary corporations and parent corporation (the "Corporation"), so that they
may acquire or increase their proprietary interest in the Corporation, to: (i)
induce qualified persons to become employees, officers, directors or consultants
of the Corporation; (ii) reward employees, officers, directors, and consultants
for past services to the Corporation; and (iii) encourage such persons to remain
in the employ of or associated with the Corporation and to put forth maximum
efforts for the success of the business of the Corporation. 

     The Plan was adopted by resolution of the Board of Directors on April 16,
1997.

     It is intended that options granted by the Committee pursuant to Section 4
of this Plan shall constitute "incentive stock options" ("Incentive Stock
Options") within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended and options granted by the Committee pursuant to Section 5 of
this Plan shall constitute "non-qualified stock options" ("Non-qualified Stock
Options").

     1.   DEFINITIONS.  The following definitions shall apply under this Plan:

          (a)  "Board" means the Board of Directors of the Corporation.

          (b)  "Code" means the Internal Revenue Code of 1986, as amended.

          (c)  "Committee" means a Committee  appointed by the Board to 
oversee this Plan that is composed solely of two or more Non-Employee 
Directors, as defined in Rule 16b-3(b)(3) or a sub-Committee, composed solely 
of two or more Non-Employee Directors, of a Committee of the Board.  If no 
Committee has been appointed, the term "Committee" shall mean the Board.

          (d)  "Common Stock" means the Corporation's $.0001 par value common 
stock.

          (e)  "Disability" means a Recipient's inability to engage in any 
substantial gainful activity by reason of any medically determinable physical 
or mental impairment that can be expected to result in death or that has 
lasted or can be expected to last for a continuous period of not less than 12 
months, or such other meaning ascribed in Section 22(e)(3) or any successor 
provision of the Code.  If the Recipient has a disability insurance policy, 
the term "Disability" shall be as defined therein; provided that said definition
is not inconsistent with the meaning ascribed in Section 22(e)(3) of the Code.

          (f)  "Exchange Act" means the Securities Exchange Act of 1934, as 
amended.

          (g)  "Fair Market Value" per share as of a particular date means 
the last sale price of the Common Stock as reported on a national securities 
exchange or on the Nasdaq National 

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Market System or, if the quotation for the last sale reported is not 
available for the Common Stock, the closing  price of the Common Stock as 
reported by Nasdaq, or the average of the closing bid and ask prices reported 
on the electronic bulletin board or, if such quotations are unavailable, the 
value determined by the Committee in accordance with its discretion in making 
a bona fide, good faith determination of fair market value.  Fair Market 
Value shall be determined without regard to any restriction other than a 
restriction which, by its terms, will never lapse. In the case of Bonuses 
granted at a time when the Corporation does not have a registration statement 
in effect relating to the shares issuable hereunder, the value at which the 
Bonus shares are issued may be determined by the Committee at a reasonable 
discount from Fair Market Value to reflect the restricted nature of the shares
to be issued and the inability of the Recipient to sell those shares promptly.

          (h)  "Option" means either an Incentive Stock Option or a 
Non-qualified Stock Option, or both of them.

          (i)  "Option Price" means the purchase price of the shares of 
Common Stock covered by an Option determined in accordance with Section 6(c) 
hereunder.

          (j)  "Parent" means any corporation which is a "parent corporation" 
as defined in Section 424(e) of the Code, with respect to the Corporation.

          (k)  "Plan" means this 1997 Stock Option and Stock Bonus Plan.

          (l)  "Recipient" means any person granted an Option or awarded a 
Bonus hereunder.

          (m)  "Securities Act" means the Securities Act of 1933, as amended 
from time to time.

          (n)  "Subsidiary" means any corporation which is a "subsidiary 
corporation" as defined in Section 424(f) of the Code, with respect to the 
Corporation.

     2.   ADMINISTRATION.

          (a)  The Plan shall be administered by the Committee.  The 
Committee shall have the authority in its discretion, subject to and not 
inconsistent with the express provisions of the Plan, to administer the Plan 
and to exercise all the powers and authorities either specifically conferred 
under the Plan or necessary or advisable in the administration of the Plan, 
including the authority to grant Options and Bonuses; to determine which 
Options shall be Incentive Stock Options and which shall be Non-qualified 
Stock Options; to determine the vesting schedules and other restrictions, if 
any, relating to Options and Bonuses;  to determine the Option Price; to 
determine the persons to whom, and the time or times at which, Options and 
Bonuses shall be granted; to determine the number of shares to be covered by 
each Option and Bonus; to determine Fair Market Value per share; to interpret 
the Plan; to prescribe, amend and rescind rules and regulations relating to 
the Plan; to determine the terms and provisions of the Option agreements 
(which need not be 


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identical) entered into in connection with Options granted under the Plan; 
and to make all other determinations deemed necessary or advisable for the 
administration of the Plan.

          (b)  Options and Bonuses granted under the Plan shall be evidenced 
by duly adopted resolutions of the Committee included in the minutes of the 
meeting at which they are adopted or in a unanimous written consent. 

          (c)  By resolution the Committee may delegate to one or more 
executive officers the power to grant options or stock bonuses to employees, 
consultants or advisors of the Company, provided, however, that grants to 
directors or executive officers of the Company, or any other person subject 
to Section 16 of the Exchange Act may not be made pursuant to such delegated 
authority.  With respect to persons subject to Section 16 of the Exchange 
Act, transactions under this Plan are intended to comply with all applicable 
conditions of Rule 16b-3 or any successor regulation under the Exchange Act.  
To the extent any provision of this Plan or action by the Committee fails to 
so comply, it shall be deemed null and void, to the extent permitted by law 
and deemed advisable by the Committee.  Any Option or Bonus granted hereunder 
which would subject or subjects the Recipient to liability under Section 
16(b) of the Exchange Act is void AB INITIO as if it had never been granted.

          (d)  No member of the Committee or the Board, nor any agent, shall 
be liable for any action taken or determination made in good faith with 
respect to the Plan or any Option or Bonus granted hereunder.

          (e)  The Committee may delegate to one or more of its members or to 
one or more agents such administrative duties as it may deem advisable, and 
the Committee or any person to whom it has delegated duties as aforesaid may 
employ one or more persons to render advice with respect to any 
responsibility the Committee or such person may have under the Plan.

     3.   ELIGIBILITY.

          (a)  Subject to certain limitations hereinafter set forth, Options 
and Bonuses may be granted to employees, officers, directors, advisors and 
consultants of the Corporation.  In determining the persons to whom Options 
or Bonuses shall be granted and the number of shares to be covered by each 
Option or Bonus, the Committee shall take into account the duties of the 
respective persons, their present and potential contributions to the success 
of the Corporation and such other factors as the Committee shall deem 
relevant to accomplish the purposes of the Plan.

          (b)  A Recipient shall be eligible to receive more than one grant 
of an Option or Bonus during the term of the Plan, on the terms and subject 
to the restrictions herein set forth.

     4.   INCENTIVE STOCK OPTIONS.  Options granted pursuant to this Section 
4 are intended to constitute Incentive Stock Options and shall be subject to 
the following special terms and conditions, in addition to the general terms 
and conditions specified in Section 6 hereof.  Only employees of the 


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Corporation (as the term "employees" is defined for the purposes of the Code) 
shall be entitled to receive Incentive Stock Options.

          (a)  The aggregate Fair Market Value (determined as of the date the 
Incentive Stock Option is granted) of the shares of Common Stock with respect 
to which Incentive Stock Options granted under this and any other plan of the 
Corporation or any Parent corporation or Subsidiary corporation are 
exercisable for the first time by a Recipient during any calendar year may 
not exceed the amount set forth in Section 422(d) of the Code.

          (b)  Incentive Stock Options granted under this Plan are intended 
to satisfy all requirements for incentive stock options under Section 422 of 
the Code and the Treasury Regulations thereunder and, notwithstanding any 
other provision of this Plan, the Plan and all Incentive Stock Options 
granted under it shall be so construed, and all contrary provisions shall be 
so limited in scope and effect and, to the extent they cannot be so limited 
they shall be void.

          (c)  Except as provided herein, or in the Stock Option Agreement 
approved by the Committee for a specific Recipient, an Incentive Stock Option 
may not be exercised unless the Recipient then is an employee of the 
Corporation or a Subsidiary or Parent of the Corporation, and unless the 
Recipient has remained continuously as an employee of the Corporation since 
the date of grant of the Option.  The provisions set forth herein will govern 
unless otherwise determined by the Committee.

          (d)  If the Recipient ceases to be an employee of the Corporation 
or a Subsidiary or Parent of the Corporation (other than by reason of death, 
disability or retirement), other than for cause, all Options theretofore 
granted to such Recipient but not theretofore exercised shall terminate three 
months after the date the Recipient ceased to be an employee of the 
Corporation.

     5.   NON-QUALIFIED STOCK OPTIONS.  Options granted pursuant to this 
Section 5 are intended to constitute Non-qualified Stock Options and shall be 
subject only to the general terms and conditions specified in Section 6 
hereof.

     6.   TERMS AND CONDITIONS OF OPTIONS.  Each Option granted pursuant to 
the Plan shall be evidenced by a written Option agreement between the 
Corporation and the Recipient, which agreement shall be in substantially the 
form of Exhibit A hereto as modified from time to time by the Committee in 
its discretion, and which shall comply with and be subject to the following 
terms and conditions:

          (a)  NUMBER OF SHARES.  Each Option agreement shall state the 
number of shares of Common Stock covered by the Option.

          (b)  TYPE OF OPTION.  Each Option agreement shall specifically 
identify the portion, if any, of the Option which constitutes an Incentive 
Stock Option and the portion, if any, which constitutes a Non-qualified Stock 
Option.


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          (c)  OPTION PRICE.  Each Option agreement shall state the Option 
Price, which shall be determined by the Committee subject only to the 
following restrictions:

               (i)  The Option Price of any Incentive Stock Option shall be 
     not less than 100% of the Fair Market Value per share on the date of grant
     of the Option; provided, however, that any Incentive Stock Option granted 
     under the Plan to a person owning more than ten percent of the total 
     combined voting power of the Common Stock shall have an Option Price of 
     not less than 110% of the Fair Market Value per share on the date of grant
     of the Incentive Stock Option.

              (ii)  Any Non-qualified Stock Option granted under the Plan shall
     be at a price not less than 85% of the Fair Market Value per share on the
     date of grant.

             (iii)  The Option Price shall be subject to adjustment as provided
     in Section 6(i) hereof.

          (d)  TERM OF OPTION.  Each Option agreement shall state the period 
during and times at which the Option shall be exercisable; provided, however:

               (i)  The date on which the Committee adopts a resolution 
     expressly granting an Option shall be considered the day on which such 
     Option is granted, unless a future date is specified in the resolution; 
     provided, however, the Recipient shall have no rights under the grant until
     the Recipient has executed an Option agreement with respect to such Option.

              (ii)  Except as further restricted in paragraph 6(d)(iii), the 
     exercise period shall not exceed ten years from the date of grant of the 
     Option.

             (iii)  Incentive Stock Options granted to a person owning more than
     ten percent of the total combined voting power of the Common Stock of the
     Corporation shall be exercisable for no more than five years.

              (iv)  The Committee shall have the authority to accelerate or 
     extend the exercisability of any outstanding Option at such time and under
     such circumstances as it, in its sole discretion, deems appropriate.  No 
     exercise period may be extended to increase the term of the Option beyond
     ten years from the date of the grant, or five years in the case of 
     Incentive Stock Options granted to any person owning more than ten percent
     of the total combined voting power of the Common Stock of the Corporation.

               (v)  The exercise period shall be subject to earlier termination
     as provided in Sections 6(f) and 6(g) hereof and, furthermore, shall be 
     terminated upon surrender of the Option by the holder thereof if such 
     surrender has been authorized in advance by the Committee.


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          (e)  METHOD OF EXERCISE AND MEDIUM AND TIME OF PAYMENT.  

               (i)  An Option may be exercised as to any or all whole shares
     of Common Stock as to which it then is exercisable.

              (ii)  Each exercise of an Option granted hereunder, whether in 
     whole or in part, shall be by written notice to the secretary of the 
     Corporation designating the number of shares as to which the Option is 
     being exercised, and shall be accompanied by payment in full of the 
     Option Price for the number of shares so designated, together with any 
     written statements required by any applicable securities laws.

             (iii)  The Option Price shall be paid in cash or in shares of 
     Common Stock having a Fair Market Value equal to such Option Price and, 
     subject to approval of the Committee, may be effected in whole or in part
     (A) with monies received from the Corporation at the time of exercise as a
     compensatory cash payment, or (B) with monies borrowed from the Corporation
     pursuant to repayment terms and conditions as shall be determined from time
     to time by the Committee, in its discretion, separately with respect to 
     each exercise of an Option and each Recipient; provided, however, that each
     such method and time for payment and each such borrowing and the terms and
     conditions of repayment shall be permitted by and be in compliance with 
     applicable law.

              (iv)  The Committee shall have the sole and absolute discretion 
     to determine whether or not property other than cash or Common Stock may 
     be used to purchase the shares of Common Stock hereunder and, if so, to 
     determine the value of the property received.

               (v)  Applicable withholding taxes shall be paid in the manner 
     specified by Section 9 hereof.

          (f)  TERMINATION. 

               (i)  Unless otherwise provided with respect to a particular 
     Option, if the Recipient ceases to be an employee, officer, director, 
     advisor or consultant of the Corporation or a Subsidiary or Parent to the
     Corporation other than by reason of death, disability or retirement, all
     Options theretofore granted to such Recipient but not theretofore 
     exercised shall terminate three months after the date the Recipient ceases
     to be an employee, officer, director, advisor or consultant of the 
     Corporation, and shall terminate upon the date of termination of employment
     if discharged for cause.

              (ii)  Nothing in the Plan or in any Option granted hereunder 
     shall confer upon a Recipient any right to continue in the employ of or to
     continue any other relationship with the Corporation nor interfere in any 
     way with the right of the Corporation to terminate such employment or other
     relationship between a Recipient and the Corporation.


                                     -6-

<PAGE>

          (g)  DEATH, DISABILITY OR RETIREMENT OF RECIPIENT.  If a Recipient 
shall die while an employee, officer, director, advisor or consultant of the 
Corporation, or if the Recipient's employment, officer or director status or 
advisory or consulting relationship shall terminate by reason of Disability 
or retirement, all Options theretofore granted to such Recipient, whether or 
not otherwise exercisable, unless earlier terminated in accordance with their 
terms, may be exercised by the Recipient or by the Recipient's estate or 
other permitted assignee, at any time within one year after the date of 
death, Disability or retirement of the Recipient; provided, however, that in 
the case of Incentive Stock Options such one-year period shall be limited to 
three months in the case of retirement.

          (h)  TRANSFERABILITY RESTRICTION

               (i)  Options granted under the Plan shall not be transferable
     other than by will or by the laws of descent and distribution or pursuant
     to a qualified domestic relations order as defined by the Code or Title I
     of the Employee Retirement Income Security Act of 1974, or the rules 
     thereunder.  Options may be exercised during the lifetime of the Recipient
     only by the Recipient, and thereafter only by his legal representative or
     permitted assignee.

              (ii)  Any attempted sale, pledge, assignment, hypothecation or 
     other transfer of an Option contrary to the provisions hereof and the levy
     of any execution, attachment or similar process upon an Option shall be 
     null and void and without force or effect and shall result in a termination
     of the Option.

             (iii)  (A) As a condition to the transfer of any shares of Common
     Stock issued upon exercise of an Option granted under this Plan, the 
     Corporation may require an opinion of counsel, satisfactory to the 
     Corporation, to the effect that such transfer will not be in violation of
     the Securities Act or any other applicable securities laws or that such 
     transfer has been registered under federal and all applicable state 
     securities laws.  (B) Further, the Corporation shall be authorized to 
     refrain from delivering or transferring shares of Common Stock issued under
     this Plan until the Committee determines that such delivery or transfer 
     will not violate applicable securities laws and the Recipient has tendered
     to the Corporation any federal, state or local tax owed by the Recipient 
     as a result of exercising the Option or disposing of any Common Stock when
     the Corporation has a legal liability to satisfy such tax.  (C) The
     Corporation shall not be liable for damages due to delay in the delivery or
     issuance of any stock certificate for any reason whatsoever, including, but
     not limited to, a delay caused by listing requirements of any securities 
     exchange or the National Association of Securities Dealers, or any 
     registration requirements under the Securities Act, the Exchange Act, or 
     under any other state or federal law, rule or regulation.  (D) The 
     Corporation is under no obligation to take any action or incur any expense
     in order to register or qualify the delivery or transfer of shares of 
     Common Stock under applicable securities laws or to perfect any exemption
     from such registration or qualification.  (E) Furthermore, the Corporation
     will not be liable to any Recipient for failure to deliver or transfer 
     shares of Common Stock if such failure is based upon the provisions of 
     this paragraph.


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         (i) EFFECT OF CERTAIN CHANGES.

              (i)   If there is any change in the number of shares of Common 
     Stock through the declaration of stock dividends, or through a 
     recapitalization resulting in stock splits, or combinations or exchanges 
     of such shares, the number of shares of Common Stock available for 
     Options and the number of such shares covered by outstanding Options, 
     and the exercise price per share of the outstanding Options, shall be 
     proportionately adjusted by the Committee to reflect any increase or 
     decrease in the number of issued shares of Common Stock; provided, 
     however, that any fractional shares resulting from such adjustment shall 
     be eliminated.

              (ii)  In the event of the proposed dissolution or liquidation 
     of the Corporation, or any corporate separation or division, including, 
     but not limited to, split-up, split-off or spin-off, merger or 
     consolidation of the Corporation with another corporation, or any sale 
     or transfer by the Corporation of all or substantially all its assets or 
     any tender offer or exchange offer for or the acquisition, directly or 
     indirectly, by any person or group for more than 50% of the then 
     outstanding voting securities of the Corporation, the Committee may 
     provide that the holder of each Option then exercisable shall have the 
     right to exercise such Option (at its then current Option Price) solely 
     for the kind and amount of shares of stock and other securities, 
     property, cash or any combination thereof receivable upon such 
     dissolution, liquidation, corporate separation or division, merger or 
     consolidation, sale or transfer of assets or tender offer or exchange 
     offer, by a holder of the number of shares of Common Stock for which 
     such Option might have been exercised immediately prior to such 
     dissolution, liquidation, or corporate separation or division, merger or 
     consolidation, sale or transfer of assets or tender offer or exchange 
     offer; or in the alternative the Committee may provide that each Option 
     granted under the Plan shall terminate as of a date fixed by the 
     Committee; provided, however, that not less than 30 days' written notice 
     of the date so fixed shall be given to each Recipient, who shall have 
     the right, during the period of 30 days preceding such termination, to 
     exercise the Option to the extent then exercisable.  To the extent that 
     Section 422(d) of the Code would not permit the provisions of this 
     paragraph to apply to any outstanding Incentive Stock Options, such 
     Incentive Stock Options shall immediately upon the occurrence of the 
     event described in this paragraph, be treated for all purposes of the 
     Plan as Non-qualified Stock Options and shall be immediately exercisable 
     as such as provided in this paragraph.  
     
              (iii) Paragraph (ii) of this Section 6(i) shall not apply to a 
     merger or consolidation in which the Corporation is the surviving 
     corporation and shares of Common Stock are not converted into or 
     exchanged for stock, securities of any other corporation, cash or any 
     other thing of value.  Notwithstanding the preceding sentence, in case 
     of any consolidation or merger of another corporation into the 
     Corporation in which the Corporation is the surviving corporation and in 
     which there is a reclassification or change (including a change which 
     results in the right to receive cash or other property) of the shares of 
     Common Stock (other than a change in par value, or from par value to no 
     par value, or as a result of a subdivision or combination, but including 
     any change in such shares into two or more 
     
                                      -8-
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     classes or series of shares), the Committee may provide that the holder 
     of each Option then exercisable shall have the right to exercise such 
     Option solely for the kind and amount of shares of stock and other 
     securities (including those of any new direct or indirect Parent of the 
     Corporation), property, cash or any combination thereof receivable upon 
     such reclassification, change, consolidation or merger by the holder of 
     the number of shares of Common Stock for which such Option might have 
     been exercised.
                                                  
              (iv)  If there is a change in the Common Stock of the 
     Corporation as presently constituted, which is limited to a change of 
     all of its authorized shares with par value into the same number of 
     shares with a different par value or without par value, the shares 
     resulting from any such change shall be deemed to be the Common Stock 
     within the meaning of the Plan.
     
              (v)   To the extent that the foregoing adjustments relate to 
     stock or securities of the Corporation, such adjustments shall be made 
     by the Committee, whose determination in that respect shall be final, 
     binding and conclusive, provided that each Incentive Stock Option 
     granted pursuant to this Plan shall not be adjusted in a manner that 
     causes such option to fail to continue to qualify as an Incentive Stock 
     Option within the meaning of Section 422 of the Code, except as 
     otherwise provided in Section 6(i)(ii) hereof.
     
              (vi)  Except as expressly provided in this Section 6(i), the 
     Recipient shall have no rights by reason of any subdivision or 
     consolidation of shares of stock of any class or the payment of any 
     stock dividend or any other increase or decrease in the number of shares 
     of stock of any class or by reason of any dissolution, liquidation, 
     merger, or consolidation or split-up, split-off or spin-off of assets or 
     stock of another corporation; and any issue by the Corporation of shares 
     of stock of any class, or securities convertible into shares of stock of 
     any class, shall not affect, and no adjustment by reason thereof shall 
     be made with respect to, the number or price of shares of Common Stock 
     subject to the Option.  The grant of an Option under the Plan shall not 
     affect in any way the right or power of the Corporation to make 
     adjustments, reclassifications, reorganizations or changes of its 
     capital or business structures or to merge or to consolidate or to 
     dissolve, liquidate or sell, or transfer all or part of its business or 
     assets.

         (j) RIGHTS AS SHAREHOLDER - NON-DISTRIBUTIVE INTENT.

              (i)   Neither a person to whom an Option is granted nor a 
     permitted assignee shall be deemed to be the holder of, or to have any 
     rights of a holder with respect to, any shares of Common Stock subject 
     to such Option until after the Option is exercised and the shares are 
     issued to the person exercising such Option.
     
              (ii)  Upon exercise of an Option at a time when there is no 
     registration statement in effect under the Securities Act relating to 
     the shares issuable upon exercise, shares may be issued to the Recipient 
     only if the Recipient represents and warrants in writing to the 
     Corporation that the shares purchased are being acquired for investment 
     and not with 

                                      -9-
<PAGE>

     a view to the distribution thereof and provides the Corporation with 
     sufficient information to establish an exemption from the registration 
     requirements of the Securities Act.
     
              (iii) No shares shall be issued upon the exercise of an Option 
     unless and until there shall have been compliance with any then 
     applicable requirements of the Securities and Exchange Commission, or 
     any other regulatory agencies having jurisdiction over the Corporation.
     
              (iv)  No adjustment shall be made for dividends (ordinary or 
     extraordinary, whether in cash, securities or other property) or 
     distribution or other rights for which the record date is prior to the 
     date such stock certificate is issued, except as provided in Section 
     6(i) hereof.

         (k) OTHER PROVISIONS.  Option agreements evidencing Options granted 
under the Plan shall contain such other provisions, including, without 
limitation, the imposition of restrictions upon the exercise of an Option, 
and, in the case of an Incentive Stock Option, the inclusion of any condition 
not inconsistent with such Option qualifying as an Incentive Stock Option, as 
the Committee shall deem advisable.

     7.  STOCK RESERVED.

         (a) The stock subject to Options or Bonuses hereunder shall be 
shares of Common Stock.  Such shares, in whole or in part, may be authorized 
but unissued shares or shares that shall have been or that may be reacquired 
by the Corporation. The aggregate number of shares of Common Stock as to 
which Options and Bonuses may be granted from time to time under the Plan 
(the "Available Shares") initially shall not exceed 2,200,000 shares.  The 
number of Available Shares shall be subject to adjustment as provided in 
Section 6(i) hereof. 

         (b) If any Option outstanding under the Plan for any reason expires 
or is terminated without having been exercised in full, or if any Bonus 
granted is forfeited because of vesting or other restrictions imposed at the 
time of grant, the shares of Common Stock allocable to the unexercised 
portion of such Option or the forfeited portion of the Bonus shall become 
available for subsequent grants of Options and Bonuses under the Plan, unless 
the Plan shall have been terminated.

     8.  GRANT OF STOCK BONUSES.  In addition to, or in lieu of, the grant of 
an Option, the Committee may grant Bonuses of Common Stock.

         (a) At the time of grant of a Bonus, the Committee may impose a 
vesting period of up to five years, and such other restrictions which it 
deems appropriate.  Unless otherwise directed by the Committee at the time of 
grant of a Bonus, the Recipient shall be considered a shareholder of the 
Corporation as to the Bonus shares which have vested in the Recipient at any 
time regardless of any forfeiture provisions which have not yet arisen.

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<PAGE>

         (b) The grant of a Bonus 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 1933 Act, the 1934 Act, other 
applicable securities laws, rules and regulations, and the requirements of 
any stock exchanges or other services upon which the Common Stock then may be 
listed or quoted.  Any certificates prepared to evidence Common Stock issued 
pursuant to a Bonus grant shall bear legends as the Corporation's counsel may 
seem necessary or advisable. Included among the foregoing requirements, but 
without limitation, any Recipient of a Bonus at a time when a registration 
statement relating thereto is not effective under the 1933 Act shall execute 
a Subscription Agreement in a form acceptable to the Company.

     9.  AGREEMENT BY RECIPIENT REGARDING WITHHOLDING TAXES.  Each Recipient 
agrees that the Corporation, to the extent permitted or required by law, 
shall deduct a sufficient number of shares due to the Recipient upon exercise 
of the Option or grant of a Bonus to allow the Corporation to pay federal, 
state and local taxes of any kind required by law to be withheld upon the 
exercise of such Option or payment of such Bonus from any payment of any kind 
otherwise due to the Recipient.  The Corporation shall not be obligated to 
advise any Recipient of the existence of any tax or the amount which the 
Corporation will be so required to withhold.

     10. TERM OF PLAN.  Options and Bonuses may be granted under this Plan 
from time to time until April 16, 2007, which is ten years from the date the 
Plan was originally adopted by the Board.

     11. AMENDMENT AND TERMINATION OF THE PLAN.  The Committee at any time 
and from time to time may suspend, terminate, modify or amend the Plan.  
Except as provided in Section 6 hereof, no suspension, termination, 
modification or amendment of the Plan may adversely affect any Option or 
Bonus  previously granted, unless the written consent of the Recipient is 
obtained.

     12. ASSUMPTION.  Subject to Section 6(i) hereof, the terms and 
conditions of any outstanding Options granted under this Plan shall be 
assumed by, be binding upon and shall inure to the benefit of any successor 
corporation to the Corporation and continue to be governed by, to the extent 
applicable, the terms and conditions of this Plan.  Such successor 
corporation may but shall not be obligated to assume this Plan.
               
     13. TERMINATION OF RIGHT OF ACTION.  Every right of action arising out 
of or in connection with the Plan by or on behalf of the Corporation, or by 
any shareholder of the Corporation against any past, present or future member 
of the Board, or against any employee, or by an employee (past, present or 
future) against the Corporation, irrespective of the place where an action 
may be brought and of the place of residence of any such shareholder, 
director or employee, will cease and be barred by the expiration of three 
years from the date of the act or omission in respect of which such right of 
action is alleged to have risen or such shorter period as may be provided by 
law.

     14. TAX LITIGATION.  The Corporation shall have the right, but not the 
obligation, to contest, at its expense, any tax ruling or decision, 
administrative or judicial, on any issue which is related to the Plan and 
which the Committee believes to be important to holders of Options or 

                                     -11-
<PAGE>

Common Stock issued pursuant to Bonuses granted under the Plan and to conduct 
any such contest or any litigation arising therefrom to a final decision.

     15. SHAREHOLDER APPROVAL.  If this Plan is not approved by the 
shareholders of the Corporation within 12 months following the date the Plan 
was approved by the Board as required by Section 422(b)(1) of the Code, this 
Plan and the Options granted hereunder shall be and remain effective for all 
Recipients, but the reference to Incentive Stock Options herein shall be 
deleted and all options granted hereunder shall be Non-qualified Stock 
Options pursuant to Section 5 hereof.                                         





                                     -12-
<PAGE>

                                                                     EXHIBIT A

                                   FORM OF
                            STOCK OPTION AGREEMENT


     STOCK OPTION AGREEMENT made as of this ___ day of _______, 199__, 
between Topro, Inc., a Colorado corporation (the "Corporation"), and 
________________ (the "Recipient").

     In accordance with its 1997 Stock Option and Stock Bonus Plan (the 
"Plan"), a copy of which has been provided to the Recipient and is 
incorporated herein by reference, the Corporation desires, in connection with 
the services of the Recipient, to provide the Recipient with an opportunity 
to acquire $.0001 par value common stock ("Common Stock") of the Corporation 
on favorable terms and thereby increase the Recipient's proprietary interest 
in the Corporation 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; NATURE OF OPTION.  Pursuant to a 
determination of the Committee (as defined in the Plan) made on ____________, 
19__ (the "Date of Grant"), the Corporation, subject to the terms of the Plan 
and of this Agreement, confirms that the Recipient irrevocably has been 
granted on 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, [AN INCENTIVE/A NON-QUALIFIED] Stock Option pursuant to Section 
[4/5] of the Plan (the "Option") to purchase an aggregate of ______ shares of 
Common Stock on the terms and conditions herein set forth, subject to 
adjustment as provided in Paragraph 9 hereof.  The holder of the Option 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 Option until such shares 
shall have been purchased through the exercise of the Option and have been 
evidenced on the stock transfer records of the Corporation maintained by the 
Corporation's transfer agent.

     2.  OPTION PRICE.  The Option Price per share of Common Stock covered by 
the Option will be $_____ (the "Option Price") subject to adjustment as 
provided in Paragraph 9 hereof. 

     3.  VESTING OF OPTION.  This Option shall vest as to 20% of the shares 
covered hereby on the one year anniversary of the Date of Grant.  Thereafter, 
this Option shall vest as to an additional 20% of the shares covered hereby, 
cumulatively, on the second, third, fourth and fifth anniversary dates of the 
Date of Grant. 

     4.  EXERCISE OF OPTION.  Except as otherwise provided in Section 6 of 
the Plan and Paragraph 3 above, this Option may be exercised in whole or in 
part at any time during the term of the Option, provided, however, no portion 
of this Option shall be exercisable after the expiration of 

<PAGE>

the term thereof.  The Option may be exercised, by notice and payment to the 
Corporation as provided in Paragraph 10 hereof and Section 6(e) of the Plan, 
subject to the limitations of Paragraph 11 below. 

     5.  TERM OF OPTION.  The term of the Option will be through __________, 
____, subject to earlier termination or cancellation as provided in this 
Agreement or the Plan.

     6.  TRANSFERABILITY RESTRICTION.  The Option 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 Option or any attempt to make any such levy of 
execution, attachment or other process will cause the Option to terminate 
immediately upon the happening of any such event, provided, however, that any 
such termination of the Option under the foregoing provisions of this 
Paragraph 6 will not prejudice any rights or remedies which the Corporation 
may have under this Agreement or otherwise.

     7.  EXERCISE UPON TERMINATION.  The Recipient's rights to exercise this 
Option upon termination of employment or cessation as an officer, director or 
consultant shall be as set forth in  the Plan.

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

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

     10. NO REGISTRATION OBLIGATION.  The Recipient understands that the 
Option is not registered under the Securities Act of 1933, as amended (the 
"Securities Act") and the Corporation has no obligation to register under the 
Securities Act the Option or any of the shares of Common Stock subject to and 
issuable upon the exercise of the Option, although it may do so from time to 
time.  The Recipient represents that the Option is being acquired by him for 
investment and acknowledges that all certificates for the shares issued upon 
exercise of the Option will bear the following legend unless such shares are 
registered under the Securities Act prior to their issuance: 

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

     The Recipient further understands and agrees that the Option may be 
exercised only if at the time of such exercise there is an effective 
registration under the Securities Act or the Recipient and 

                                     -2-
<PAGE>

the Corporation are able to establish the existence of an exemption from 
registration under the Securities Act and applicable state laws. 

     11. 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 11.

     12. 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 Securities Act, 
the 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. 

     13. 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. 

     14. 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 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.

     15. 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 to be effective as of the date first above written.

                                         TOPRO, INC.


                                         By:
                                            -------------------------------
                                            John Jenkins, President


                                      -3-