The DII Group

                              Amended and Restated

                        1994 EMPLOYEE STOCK PURCHASE PLAN

                       (as amended through July 27, 1997)


1.   Purposes.

         The DOVatron International, Inc. 1994 Employee Stock Purchase Plan (the
"Plan")  is  intended  to  provide  an  incentive   for  employees  of  DOVatron
International,  Inc.  (the  "Company")  and  its  Subsidiaries  (as  hereinafter
defined) to acquire a proprietary  interest in the Company  through the purchase
of ordinary shares (as hereinafter  defined) of the Company. It is the intention
of the Company to have the Plan qualify as an  "Employee  Stock  Purchase  Plan"
under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code").
The provisions of the Plan shall, accordingly,  be construed so as to extend and
limit the  participation  in a manner  consistent with the  requirements of such
section of the Code.

2.   Definitions.

     (a) "Base Pay" means regular straight-time earnings, excluding payments for
overtime,  shift premium,  incentive  compensation,  bonuses,  and other special
payments.

     (b) "Board" means the Board of Directors of the Company.

     (c) "Committee"  means the Committee of the Board described in Paragraph 12
hereof.

     (d)  "Ordinary  Shares"  means the  ordinary  shares,  S$0.01 par value per
share, of the Company.

     (e) "Company" shall also include each Subsidiary of DOVatron International,
Inc., unless the context otherwise requires.

     (f) "Employee" means any person who is customarily  employed by the Company
or any Subsidiary for more than 20 hours per week on a full or part-time  basis.

     (g) "Participant" shall mean each eligible Employee who is having an amount
withheld from his Base Pay under Paragraph 6 hereof at the time of reference.

     (h) "Subsidiary" means any corporation or other entity in which the Company
owns,  directly or  indirectly,  eighty  percent  (80%) or more of the  combined
voting power of all classes of stock or other ownership interest in the entity.

     (i) "Trading Day" shall mean a day on which national stock exchanges in the
United States are open for trading.

3.   Eligibility.

     (a)  Participation  in the Plan is  voluntary.  Any Employee who shall have
completed  six  months'  Employment  and shall be employed by the Company on the
date his participation in the Plan is to become effective


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shall be eligible to participate in the Plan; provided,  however, that the Board
or the  Committee,  as the case may be,  shall  have the  power,  subject to the
requirements of Section 423 of the Code and Rule 16b-3 (as defined in Section 12
below),  in each case, as amended and in effect from time to time,  and upon its
determination  that such waiver is appropriate  and in the best interests of the
Company,  to  waive  the  six-month  employment  requirement  and to fix,  or to
delegate to the officers of the  Corporation the authority to fix, the terms and
conditions of any such waiver.

     (b) Any provision of the Plan to the contrary notwithstanding,  no Employee
shall be granted an option to participate in the Plan:

          (i) if,  immediately  after the  grant,  such  Employee  (or any other
     person  whose  shares  would be  attributed  to such  Employee  pursuant to
     Section  424(d)  of the Code)  would own  shares  and/or  hold  outstanding
     options to purchase  shares,  possessing  5% or more of the total  combined
     voting  power or value of all  classes  of shares of the  Company or of any
     subsidiary  of the Company  (for  purposes of this  Paragraph  the rules of
     Section 425(d) of the Code shall apply in determining  shares  ownership of
     any Employee); or

          (ii) which  permits his rights to purchase  shares  under all employee
     stock purchase plans (within the meaning of Section 423 of the Code) of the
     Company and its  subsidiaries  to accrue at a rate which exceeds $25,000 of
     the fair market value of the Ordinary  Shares  (determined at the time such
     option  is  granted)  for  each  calendar  year in  which  such  option  is
     outstanding  at any time.  For  purposes  of this  Paragraph  3(b)(ii)  the
     provisions  of  Section  423(b)(8)(A),  (B) and (C) of the  Code  shall  be
     applicable.

4.   Shares Subject to the Plan and Offerings.

     (a) The  total  number of  Ordinary  Shares  which  may be issued  upon the
exercise of options granted under the Plan shall not exceed 200,000  (subject to
adjustment  as  provided in  Paragraph  16),  and such shares  shall be unissued
shares.  If any option which shall have been  granted  shall expire or terminate
for any reason without having been  exercised in full,  the  unpurchased  shares
shall again  become  available  for  purposes of the Plan (unless the Plan shall
have been terminated).

     (b) The Plan will be implemented  by one or more  offerings  ("Offering" or
"Offerings") with a new Offering commencing on the first Trading Day on or after
January 1 and July 1 of each year, or on such other date as the Committee  shall
determine,  and ending on June 30 and  December  31 of each year,  or six months
after the commencement  date, and continuing until terminated in accordance with
the terms hereof.  The Committee  shall have the power to change the duration of
an Offering  with respect to future  Offerings  by giving at least  fifteen (15)
days'  prior  notice to the  scheduled  Offering  to be  affected  thereby.  The
commencement  and  ending  dates of each  Offering  are  hereinafter  called the
"Offering Commencement Date" and "Offering Termination Date," respectively. Each
Offering will provide options to eligible  Employees to purchase Ordinary Shares
under the Plan. Participation in any one or more of the Offerings under the Plan
shall neither limit, nor require, participation in any other Offering.

5.   Participation.

     (a) An  eligible  Employee  may  become  a  Participant  by  completing  an
authorization  for a payroll  deduction on the form  provided by the Company and
filing it with the office of the Company's Chief Financial Officer or such other
office  designated  by the  Committee  during  the  calendar  month  immediately
preceding, and at least five (5) business days prior to, the applicable Offering
Commencement  Date, and such  authorization  shall thereupon become effective on
the applicable Offering Commencement Date; provided,  however, that the Board or
the  Committee,  as the  case  may be,  shall  have the  power,  subject  to the
requirements of Section 423 of the Code and Rule 16b-3 (as defined in Section 12
below),  in each case, as amended and in effect from time to time,  and upon its
determination  that such waiver is appropriate  and in the best interests of the
Company, to waive the requirement that eligible Employees file payroll deduction
forms during the calendar month preceding the applicable  Offering  Commencement
Date and by the fifth business day prior to the applicable Offering Commencement
Date and to fix, or to delegate to the officers of the Corporation the authority
to fix, the terms and conditions of any such waiver.


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<PAGE>


     (b) Payroll  deductions for a Participant  shall commence on the applicable
Offering  Commencement  Date  when his  authorization  for a  payroll  deduction
becomes  effective,  or,  when  a  Participant's  authorization  for  a  payroll
deduction  is  filed  after  the  fifth  business  day  prior  to  the  Offering
Commencement  Date, in accordance  with  applicable  terms and conditions  fixed
pursuant to Section 5(a) above, on such later date as is determined  pursuant to
such  terms and  conditions.  No payroll  deductions  will be  commenced  in any
Offering  after  the  first  pay  day of  such  Offering  unless  such  payrolls
deductions  are as a result of and pursuant to a waiver made in accordance  with
Section 5(a) above.

6.   Payroll Deductions.

     (a) At  the  time a  Participant  files  his  authorization  for a  payroll
deduction,  he shall elect to have  deductions made from his pay on each pay day
during the time he is a  Participant  in an Offering at a rate not exceeding 10%
of his  Base Pay on the  applicable  Offering  Commencement  Date.  All  payroll
deductions made for a Participant  shall be withheld in whole  percentages only.
Unless  otherwise  determined  by the  Committee,  if a  Participant's  Base Pay
changes within an Offering period, the change shall have no effect on the amount
of each payroll  deduction for that Offering  period,  but will be reflected for
subsequent  Offering  periods.  A  Participant's  authorization  shall remain in
effect  for  successive  Offerings  unless  terminated  in  accordance  with the
provisions hereof.

     (b) All payroll  deductions made for a Participant shall be credited to his
account  under the Plan. A  Participant  may not make any separate  cash payment
into such account.  No interest shall be payable to a Participant on any amounts
which have been credited to such account.

     (c) A Participant may discontinue his participation in the Plan as provided
in  Paragraph  10,  but no other  change  can be made  during an  Offering  and,
specifically,  a Participant may not alter the amount of his payroll  deductions
for that  Offering.  A Participant  may increase or decrease the rate of payroll
deductions  for any future  Offering by completing and filing with the Company a
new authorization at least five (5) business days prior to the beginning of such
future Offering, authorizing a change in payroll deductions.

     (d)  Notwithstanding  anything  herein  to the  contrary,  a  Participant's
payroll  deduction may be decreased to 0% at any time to the extent necessary to
comply with Section  423(b)(8)  of the Code and Section 3(b) hereof.  Subject to
the preceding sentence, payroll deductions shall recommence at the rate provided
in such  Participant's  authorization  at the  beginning of the next  succeeding
Offering,  unless  terminated  by the  Participant  as provided in  Paragraph 10
hereof.

     (e)  Notwithstanding any other provision of this Plan, if a Participant (an
"Insider")  who is subject  to the  provisions  of Section 16 of the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  who has  elected to
participate  in the Plan by authorizing  payroll  deductions for the purchase of
Ordinary  Shares,  terminates  participation  in the Plan  pursuant to Paragraph
10(a)  hereof,  or has his payroll  deductions  suspended  pursuant to Paragraph
10(c) hereof,  such Insider shall not be permitted to resume payroll  deductions
under the Plan for a period of six months from the date of such  termination  or
suspension.

7.   Granting of Option.

     (a) For each of the Offerings,  a Participant  shall be deemed to have been
granted an option to purchase,  on the applicable Offering Commencement Date, as
many full  shares as he will be able to  purchase  with the  payroll  deductions
credited to his account  during the  Offering  and  payroll  deductions  carried
forward from previous  Offerings,  rounded down to the nearest whole number of a
share.

     (b)  The  option  price  of the  Ordinary  Shares  purchased  with  payroll
deductions  made during each  Offering for a  Participant  therein  shall be the
lower of:


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<PAGE>


          (i)  85% of (A)  if  the  Ordinary  Shares  is  listed  on a  national
     securities exchange in the United States on the Offering  Commencement Date
     applicable to such Offering, the average of the high and low sale prices of
     the Ordinary  Shares on such national  securities  exchange,  or (B) if the
     Ordinary  Shares  is not  listed on a  national  securities  exchange,  the
     average  of the high and low sale  prices  of the  Ordinary  Shares  on the
     National Association of Securities Dealers, Inc. Automated Quotation System
     ("Nasdaq"),  as  reported  by The  Wall  Street  Journal  on  the  Offering
     Commencement  Date  applicable  to such  Offering  (or on the next  regular
     Trading Day on which Ordinary  Shares of the Company shall be traded in the
     event  that  Ordinary  Shares  shall  have  been  traded  on  the  Offering
     Commencement Date); or

          (ii)  85% of (A)  if the  Ordinary  Shares  is  listed  on a  national
     securities  exchange in the United States on the Offering  Termination Date
     applicable to such Offering, the average of the high and low sale prices of
     the Ordinary  Shares on such national  securities  exchange,  or (B) if the
     Ordinary  Shares  is not  listed on a  national  securities  exchange,  the
     average of the high and low sale prices of the  Ordinary  Shares on Nasdaq,
     as reported by The Wall Street  Journal on the  Offering  Termination  Date
     applicable  to such  Offering (or on the next regular  Trading Day on which
     shares of the Ordinary Shares shall be traded in the event that no Ordinary
     Shares shall have been traded on the Offering Termination Date).

     Provided  always that in no event  shall the option  price be less than the
par value of the Company's  Ordinary Shares.

8.   Exercise of Option.

     (a) Unless a Participant gives written notice to the Company as hereinafter
provided, his option for the purchase of Ordinary Shares with payroll deductions
made during an Offering will be deemed to have been exercised  automatically  on
the Offering  Termination Date applicable to such Offering,  for the purchase of
the number of full Ordinary Shares which the accumulated  payroll  deductions in
his account at that time will purchase at the applicable  option price,  rounded
down to the  nearest  whole  number of a share.  No  fractional  shares  will be
purchased.  Any excess payroll deductions accumulated in a Participant's account
which are not  sufficient  to  purchase  full  shares  shall be  retained in the
Participant's  account  for the  immediately  subsequent  Offering,  subject  to
earlier withdrawal by the Participant as provided herein.

     (b) During a Participant's  lifetime,  a  Participant's  option to purchase
shares hereunder is exercisable only by him.

9.   Delivery.

     As promptly as  practicable  after the  Offering  Termination  Date of each
Offering,  the Company  will  arrange the  delivery to each  Participant  of the
Ordinary Shares purchased upon the exercise of his option.

10.  Withdrawal.

     (a) A  Participant  may withdraw all, but not less than all, of the payroll
deductions  credited to his account  under the Plan and not yet used to exercise
the option  granted to the  Participant by giving written notice to the Company.
All of the Participant's payroll deductions credited to his account will be paid
to such  Participant  as soon as  practicable  after  receipt of such  notice of
withdrawal and such Participant's option for such Offering will be automatically
terminated,  and no further payroll deductions for purchased shares will be made
during the  Offering.  If a  Participant  withdraws  from an  Offering,  payroll
deductions  will not resume at the beginning of the succeeding  Offering  unless
the Participant delivers to the Company a new authorization therefor.

     (b) A  Participant's  withdrawal from any Offering will not have any effect
upon his eligibility to participate in any succeeding Offering or in any similar
plan which may hereafter be adopted by the Company.


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<PAGE>


     (c)  Upon  termination  of the  Participant's  employment  for any  reason,
including  retirement,  death and disability while in the employ of the Company,
his  participation in the Offering shall  immediately  terminate and the payroll
deductions  credited to his account and not yet used to exercise the option will
be  returned  to him,  or, in the case of his  death,  to the  person or persons
entitle thereto under Paragraph 13.

11.  Ordinary Shares.

     (a) The maximum number of Ordinary Shares which shall be made available for
sale under the Plan shall be 200,000 shares,  subject to adjustment upon changes
in  capitalization  of the  Company as provided  in  Paragraph  16. If the total
number of  Ordinary  Shares for which  options  are to be  exercised  on a given
Offering  Termination  Date exceeds the maximum  number of shares  available for
sale (subject to adjustment  as provided  herein),  the Company shall make a pro
rata  allocation  of the shares  available for delivery and  distribution  in as
nearly a uniform manner as shall be practicable  and as it shall determine to be
equitable.

     (b) The Participant will have no interest in Ordinary Shares covered by his
option until such option has been exercised.

     (c) Ordinary Shares to be delivered to a Participant under the Plan will be
registered in the name of the Participant.

12.  Administration.

     (a) The Plan  shall  be  administered  by the  Board,  or its  Compensation
Committee.

     (b) The Board or the Committee,  as the case may be, shall have the plenary
power, subject to and within the limits of the express provisions of the Plan:

          (i) to construe and interpret  the Plan and options  granted under it,
     and  to  establish,   amend  and  revoke  rules  and  regulations  for  its
     administration.  The Board,  or the  Committee,  as the case may be, in the
     exercise of this power,  shall generally  determine all questions of policy
     and expediency  that may arise,  may correct any defect,  and reconcile any
     inconsistency in the Plan or in any instrument  associated with the Plan in
     a manner and to the extent it shall deem necessary or expedient to make the
     Plan fully effective, and

          (ii) to establish the terms of each Offering of Ordinary  Shares under
     the Plan.

     Notwithstanding the foregoing provisions of this Paragraph 12, in the event
that Rule 16b-3  promulgated  under the  Exchange  Act ("Rule  16b-3")  provides
specific  requirements  for the  administrators  of plans of this type, the Plan
shall be only  administered  by such a body and in such a manner as shall comply
with the applicable  requirements of Rule 16b-3. Unless permitted by Rule 16b-3,
no discretion  concerning  decisions regarding the Plan shall be afforded to any
Committee  or person  that is not  "disinterested"  as that term is used in Rule
16b-3.

     The terms and conditions of options granted  hereunder to, and the purchase
of shares by,  Insiders,  shall comply with the  applicable  provisions  of Rule
16b-3. This Plan shall be deemed to contain, and such options shall contain, and
the shares  issued upon exercise  thereof  shall be subject to, such  additional
conditions and  restrictions as may be required by Rule 16b-3 to qualify for the
maximum  exemption  from  Section 16 of the  Exchange  Act with  respect to Plan
transactions.


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13.  Designation of Beneficiary.

     A Participant  may file a written  designation  of a beneficiary  who is to
receive any cash from the  Participant's  account under the Plan in the event of
such Participant's death subsequent to an Offering Termination Date on which the
Participant's  option is exercised but prior to delivery to such  Participant of
such Ordinary Shares and/or cash. Such designation of beneficiary may be changed
by the  Participant  at any time by  written  notice on a form  supplied  by the
Company.  Upon the death of a  Participant  and upon  receipt by the  Company of
proof  of  the  identity  and  existence,  at  the  Participant's  death,  of  a
beneficiary  validly designated by him under the Plan, the Company shall deliver
such to such beneficiary.  In the event of the death of a Participant and in the
absence of a beneficiary  validly designated under the Plan who is living at the
time of such  Participant's  death,  the Company  shall deliver such cash to the
executor  or  administrator  of the  estate  of the  Participant,  or if no such
executor or administrator  has been appointed (to the knowledge of the Company),
the Company,  in its  discretion,  may deliver such cash to the spouse or to any
one or  more  dependents  or  relatives  of the  Participant,  or if no  spouse,
dependent or relative is known to the Company,  then to such other person as the
Company  may  designate.  No  beneficiary  shall,  prior  to  the  death  of the
Participant  by whom he has been  designated,  acquire any  interest in the cash
credited to the Participant under the Plan.

14.  Transferability.

     Neither payroll  deductions  credited to a  Participant's  accounts nor any
rights with regard to the  exercise of an option or to receive  Ordinary  Shares
under the Plan may be assigned,  transferred,  pledged, or otherwise disposed of
in any way by the Participant  otherwise than by will or the laws of descent and
distribution.  Any  such  attempted  assignment,   transfer,  pledge,  or  other
disposition shall be without effect,  except that the Company may treat such act
as an election to withdraw funds in accordance with Paragraph 10 hereof.

     The Company may require each Participant who acquired Ordinary Shares under
the Plan, as a condition of such acquisition, to notify the Company in the event
he disposes of the Ordinary Shares before the second anniversary of the Offering
Commencement  Date on which the option with respect to such Ordinary  Shares was
acquired, and in the event of such disposition while an employee of the Company,
and upon the  exercise  of the  option,  the  Company  may  withhold  from  such
Participant's  Base Pay such amount as it reasonably  determines to be necessary
to satisfy the Company's obligation to withhold for federal and state taxes with
respect to such event.

15.  Use of Funds.

     All  interest  on the  payroll  deductions  received or held by the Company
under this Plan shall be for the  benefit of the  Company  and the  Participants
shall not be entitled to any interest thereon.

16.  Adjustments Upon Changes in Capitalization.

     (a) Changes in Capitalization

     Subject to any required  action by the  shareholders  of the  Company,  the
number of Ordinary  Shares as well as the price per  Ordinary  Share  covered by
each  option  under  the  Plan  which  has  not  yet  been  exercised  shall  be
proportionately  adjusted  for any  increase or decrease in the number of issued
Ordinary  Shares  resulting  from a stock  split,  reverse  stock  split,  stock
dividend,  stock  dividend,  combination  or  reclassification  of the  Ordinary
Shares,  or any other  increase or  decrease  in the number of  Ordinary  Shares
effected  without receipt of consideration  by the Company;  provided,  however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration."  Such adjustment shall
be final,  binding,  and conclusive.  Except as expressly  provided  herein,  no
issuance by the Company of Ordinary  Shares of any class,  shall affect,  and no
adjustment by reason  thereof shall be made with respect to, the number or price
of Ordinary Shares subject to an option.


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     (b) Dissolution or Liquidation

     In the event of the proposed dissolution or liquidation of the Company, the
Offering will terminate  immediately  prior to the consummation of such proposed
action, unless otherwise provided by the Board or the Committee, as the case may
be.

     (c) Merger Or Asset Sale

     In the event of a proposed sale of all or  substantially  all of the assets
of the Company,  or the merger of the Company with or into another  corporation,
each option  under the Plan shall,  to the extent  permitted  by all  applicable
laws, be assumed or an equivalent  option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation,  unless the
Board or the Committee,  as the case may be, determines,  in the exercise of its
sole discretion and in lieu of such assumption or  substitution,  to shorten the
Offering period then in progress by setting a new Offering Termination Date (the
"New  Termination  Date").  If the Board of the  Committee,  as the case may be,
shortens the Offering then in progress in lieu of assumption or  substitution in
the event of a merger or sale of assets, the Board or the Committee, as the case
may be, shall notify each  Participant  in writing,  at least ten (10)  business
days prior to the New Termination Date, of the New Termination Date and that his
option will be exercised automatically on the New Termination Date, unless prior
to such date he has  withdrawn  from the  Offering as provided  for herein.  For
purposes of this Paragraph,  an option granted under the Plan shall be deemed to
be assumed if,  following the sale of assets or merger,  the option  confers the
right to purchase,  for each Ordinary  Share  subject to the option  immediately
prior to the sale of assets or merger, the consideration (whether stock, cash or
other  securities  or  property)  received  in the sale of  assets  or merger by
holders of Ordinary Shares for each Ordinary Share held on the effective date of
the transaction (and if such holders were offered a choice of consideration, the
type of  consideration  chosen by the holders of a majority  of the  outstanding
Ordinary Shares); provided,  however, that if such consideration received in the
sale of  assets or  merger  was not  solely  Ordinary  Shares  of the  successor
corporation or its parent (as defined in Section 424(e) of the Code),  the Board
or the  Committee,  as the case may be, may,  with the consent of the  successor
corporation and the  Participant,  provide for the  consideration to be received
upon  exercise  of the  option to be  solely  Ordinary  Shares of the  successor
corporation  or  its  parent  equal  in  fair  market  value  to the  per  share
consideration  received by holders of  Ordinary  Shares in the sale of assets or
merger.

17.  Reports.

     Individual  accounts will be maintained  for each  Participant in the Plan.
Statements of account will be given to  Participant  at least  annually,  within
such time as the Board may reasonably determine, which statements will set forth
the amount of  payroll  deductions,  the  purchase  price,  the number of shares
purchased and the remaining cash balance,  if any, or such other  information as
the Board or the Committee may determine.

18.  Amendment or Termination.

     The Board or the Committee, as the case may be, may at any time and for any
reason,  terminate  or amend  the  Plan.  Except  as  hereinafter  provided,  no
termination or amendment will affect or change options previously granted to any
Participant,  nor may  any  amendment  be made  without  prior  approval  of the
shareholders  of the  Company if such  amendment  would  increase  the number of
shares which may be issued under the Plan.

19.  Notices.

     All notices or other  communications  by a Participant to the Company under
or in  connection  with the Plan shall be in writing on a form  provided  by the
Company  and  shall be  deemed to have been  duly  given  when  received  at the
location or by the person designated by the Company for the receipt thereof.


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20.  Conditions Upon Issuance of Shares.

     Shares shall not be issued with respect to an option unless the exercise of
such option and the issuance and delivery of such shares pursuant  thereto shall
comply with all applicable  provisions of law,  domestic or foreign,  including,
without  limitation,  the Securities Act of 1933, as amended,  the Exchange Act,
the rules and  regulations  promulgated  thereunder and the  requirements of any
stock  exchange  upon which the shares may then be listed,  and shall be further
subject  to the  approval  of  counsel  for the  Company  with  respect  to such
compliance.

     As a condition  to the  exercise of an option,  the Company may require the
person  exercising  such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present  intention  to sell or  distribute  such  shares  if, in the  opinion of
counsel  for  the  Company,  such a  representation  is  required  by any of the
aforementioned applicable provisions of law.

21.  Term of Plan.

     The Plan has been  adopted  by the Board and is  effective  as of March 14,
1994. The Plan shall continue in effect for a term of ten (10) years  thereafter
unless sooner terminated under Section 18 hereof or until the number of Ordinary
Shares reserved for issuance hereunder is exhausted.


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