ELECTRONIC FAB TECHNOLOGY CORP.
                          STOCK OPTION PLAN
                      FOR NON-EMPLOYEE DIRECTORS
                                   
               as amended and restated January 20, 1997
                                    
      
      
      
      
      
      
      
      
      
      
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                   ELECTRONIC FAB TECHNOLOGY CORP.
                          STOCK OPTION PLAN
                      FOR NON-EMPLOYEE DIRECTORS
                                    
      
         The Board of Directors (the "Board") of Electronic Fab Technology 
    Corp., a Colorado Corporation (the "Company"), established the Electronic 
    Fab Technology Corp. Stock Option Plan for Non-Employee Directors (the
    "Plan"), effective December 22, 1993.  Section 5.2 of the Plan provides
    that the Board may amend the Plan from time to time. The Plan is hereby
    amended and restated, effective January 20, 1997, subject to shareholder
    approval (the "Effective Date").
      
      
                               PURPOSES
                                    
         The purposes of the Plan are to provide to certain directors of the
    Company who are not also employees of the Company added incentive to
    continue in the service of the Company and a more direct interest in the
    future success of the operations of the Company by granting to such
    directors options ("Options") to purchase shares of the common stock (the
    "Stock") of the Company upon the terms and conditions described below.
      
      
                              ARTICLE I
                                    
                                GENERAL
                                    
          1.1  Definition.  For purposes of the Plan and as used herein, a
    "non-employee director" is an individual who (a) is a member of the Board
    and (b) is not an employee of the Company.  For purposes of the Plan, an 
    employee is an individual whose wages are subject to the withholding
    of federal income tax under section 3401 of the Internal Revenue Code of 
    1986, as amended from time to time (the "Code").  A non-employee director
    to whom an Option is granted is referred to herein as a "Holder."
      
          1.2  Nature of Options.  The Options granted hereunder shall be
    options that do not satisfy the requirements of section 422 of the Code.
      
      
                              ARTICLE II
                                    
                                OPTIONS
                                    
         2.1  Participation.  Each non-employee director on the Effective
    Date and each non-employee director elected thereafter shall be eligible
    to receive Options to purchase Stock in accordance with Section 2.2 on
    the terms and conditions herein described.
      
         2.2  Grant. 
      
              (a)  Grant.  The Board, in its sole discretion, may grant Options
    to individual non-employee directors.  The Board shall have full discretion
    as to the number and date of the grant of Options and may grant Options
    covering different numbers of shares of Stock to different directors.
      
              (b)  Date of Grant.  The date on which a non-employee director
    receives an Option hereunder is referred to as the date of grant of such
    Option.
      
              (c)  Option Certificates.  Each Option granted under the Plan
   shall be evidenced by a written stock option certificate (an "Option
   Certificate") issued in the name of the non-employee director to whom the
   Option is granted.  The Option Certificate shall incorporate and conform
   to the terms and conditions set forth herein.
      
         2.3  Terms.  Options issued pursuant to the Plan shall have the
    following terms and conditions in addition to those set forth elsewhere
    herein:
      
              (a)  Number.  Each non-employee director shall receive under the
    Plan Options to purchase the number of shares of Stock determined by the
    Board, subject to adjustment as provided in Article III.  Such grants shall
    be effective at the times specified in Section 2.2.
      
              (b)  Price.  The price at which each share of Stock covered by the
    Option may be purchased by each non-employee director shall be the Fair
    Market Value (as defined in Section 5.5) of the Stock on the date of
    grant, subject to adjustment as provided in Article III.
      
              (c)  Duration of Options.  The period within which each Option may
    be exercised shall expire ten years from the date the Option is granted (the
    "Option Period"), unless terminated sooner pursuant to subsection (d)
    below or fully exercised prior to the end of such period.
      
              (d)  Termination of Service, Death, Etc.  The Option shall
    terminate in the following circumstances if the Holder ceases to be a
    director of the Company:
      
              (i)  If the Holder is removed as a director of the Company during
    the Option Period for cause, the Option shall be void thereafter for all
    purposes.
           
              (ii) If the Holder ceases to be a director of the Company on
    account of disability within the meaning of Section 22(e)(3) of the Code,
    the Option may be exercised by the Holder (or, in case of death thereafter,
    by the persons specified in Section 2.3(d)(iii)) within one year
    following the date on which the Holder ceased to be a director (if
    otherwise within the Option Period), but not thereafter.  In any such
    case, the Option may be exercised as to all shares of Stock specified
    therein, notwithstanding Section 2.3(g).
           
              (iii)     If the Holder dies during the Option Period while still
   serving as a director or within the three-month period referred to in 
   Section 2.3(d)(iv) below, the Option may be exercised by those entitled to
   do so under the Holder's will or by the laws of descent and distribution
   within one year following the Holder's death (if otherwise within the Option
   Period), but not thereafter.  In any such case, the Option may be
   exercised as to all shares of Stock specified therein, notwithstanding
   Section 2.3(g).
           
              (iv) If the Holder ceases to be a director within the Option
   Period for any reason other than removal for cause, disability or death,
   the Option may be exercised by the Holder within three months following
   the date of such termination (if otherwise within the Option Period),
   but not thereafter.  In any such case, the Option may be exercised only as
   to the shares as to which the Option had become exercisable on or before
   the date the Holder ceased to be a director.
           
              (e)  Transferability, Exercisability.  Each Option granted under
   the Plan shall not be transferable by a Holder other than by will or the laws
   of descent and distribution and shall be exercisable during the Holder's
   lifetime only by the Holder or, in the event of disability or incapacity,
   by the Holder's guardian or legal representative.  Notwithstanding any other
   provision of the Plan, no Option may be exercised unless and until the
   Plan is approved by the shareholders of the Company in accordance with
   Section 5.4.
      
              (f)  Exercise, Payments, Etc.
      
              (i)  The method for exercising each Option granted shall be by
   delivery to the Company of written notice specifying the number of shares 
   with respect to which the Option is exercised.  The purchase of Stock
   pursuant to the Option shall take place at the principal office of the
   Company within thirty days following delivery of such notice, at which
   time the purchase price of the Stock shall be paid in full by any of the
   methods set forth in Section 2.3(f)(ii) or a combination thereof.  If the
   purchase price is paid by means of a broker's loan transaction as
   described in clause(C) of Section 2.3(f)(ii), in whole or in part, the
   closing of the purchase of the Stock under the Option shall take place on
   the date on which, and only if, the sale of Stock upon which the broker's
   loan was based has been closed and settled, unless the Holder makes an
   irrevocable written election, at the time of exercise of the Option, to
   have the exercise treated as fully effective for all purposes upon receipt
   of the purchase price by the Company regardless of whether or not the sale
   of the Stock by the broker is closed and settled.  A properly executed
   certificate or certificates representing the Stock shall be delivered to
   the Holder upon payment therefor.  If Options on less than all shares
   evidenced by an Option Certificate are exercised, the Company shall deliver
   a new Option Certificate evidencing the Option on the remaining shares on
   delivery of the outstanding Option Certificate for the Option being
   exercised.
           
              (ii) The exercise price shall be paid by any of the following
   methods or any combination of such methods, at the option of the Holder:
   (A) cash; (B) certified, cashier's or other check acceptable to the Company,
   payable to the order of the Company; or (C) delivery to the Company of
   irrevocable instructions to a broker to deliver promptly to the Company
   the amount of sale or loan proceeds required to pay the purchase price of
   the Stock; or (D) delivery to the Company of certificates representing the
   number of shares of Stock then owned by the Holder, the Fair Market Value
   of which (determined as of the date the notice of exercise is delivered
   to the Company) equals the price of the Stock to be purchased pursuant to
   the Option, properly endorsed for transfer to the Company.  No Option may
   be exercised by delivery to the Company of certificates representing Stock
   that has been held by the Option Holder for less than six months or such
   other period as shall be sufficient for the Company to avoid, if possible,
   the recognition of expense with respect to the Option for accounting
   purposes.
           
             (g)  Service Required for Exercise.  Except as set forth in
  Sections 2.3(d), 4.3, 4.4 and 5.4, each Option shall become exercisable in
  increments after each month of continuous service by the Holder as a
  non-employee director of the Company commencing with the twelfth month
  of continuous service from the date of grant.  The number of shares as to all
  or part of which the Option may be exercised after twelve months of
  continuous service as a non-employee director after the date of grant shall
  be 1/4 (12/48) of the total number of shares covered by the Option, with an
  additional 1/48 being exercisable after each additional month of continuous
  service as a non-employee director through the 48th month of continuous
  service.  Except as set forth in Sections 2.3(d), 4.3 and 4.4, the Option
  shall not be exercisable as to any shares as to which the continuous
  service requirement has not been satisfied, regardless of the circumstances
  under which the Holder ceased to be a director.  The number of shares as to
  which the Option may be exercised shall be cumulative, so that once the
  Option becomes exercisable as to any shares it shall continue to be
  exercisable as to those shares until expiration or termination of the Option
  as provided in the Plan.
      
      
                             ARTICLE III
                                    
                          AUTHORIZED STOCK
                                    
         3.1  The Stock.  The total number of shares of Stock as to which
  Options may be granted pursuant to the Plan shall be 160,000 in the
  aggregate.  The number of shares of Stock authorized for grant hereunder
  shall be adjusted in accordance with the provisions of Section  3.2. 
  Shares of Stock underlying expired or cancelled and unexercised Options shall
  again be available for grant  under the Plan.  The Company shall at all
  times reserve a sufficient number of shares of Stock, or otherwise
  assure itself of its ability to perform its obligations hereunder.
      
         3.2  Adjustments for Stock Split, Stock Dividend, Etc.  If the
  Company shall at any time increase or decrease the number of its outstanding
  Shares by means of payment of a stock dividend or any other distribution
  upon such Shares payable in Stock, or through a stock split, subdivision,
  consolidation, combination, reclassification or recapitalization involving
  the Stock, or change in any way the rights and privileges of such Shares,
  then the numbers, rights and privileges of the following shall be
  increased, decreased or changed in like manner as if the corresponding
  Shares had been issued and outstanding, fully paid and nonassessable at the
  time of such occurrence:  (a) the Shares as to which Options may be granted
  under the Plan; and (b) the Shares then subject to each outstanding Option.
  Upon any occurrence described in this Section 3.2, the total Option Price
  under each then outstanding Option shall remain unchanged but shall be
  apportioned ratably over the increased or decreased number of Shares
  subject to the Option.
      
         3.3  Adjustments for Certain Distributions of Property.  If the 
  Company shall at any time distribute with respect to its Stock assets or
  securities of other persons (excluding cash dividends or distributions
  payable out of capital surplus and dividends or other distributions
  referred to in Sections 3.2 or 3.4), then the Option Price of outstanding
  Options shall be adjusted to reflect the fair market value of the assets
  or securities distributed, the Company shall provide for the delivery upon
  exercise of such Options of cash in an amount equal to the fair market
  value of the assets or securities distributed or a combination of such
  actions shall be taken, all as determined by the Committee in its
  discretion.  Fair market value of the assets or securities distributed for
  this purpose shall be as determined by the Committee.
      
         3.4  Distributions of Capital Stock and Indebtedness.  If the Company
  shall at any time distribute with respect to its Stock shares of its capital
  stock (other than Stock) or evidences of indebtedness, then a proportionate
  part of such capital stock and evidences of indebtedness shall be set aside
  for each outstanding Option and, upon the exercise of such Option,
  delivered to the Option Holder.
      
         3.5  No Rights as Shareholder.  An Option Holder shall have none of
  the rights of a shareholder with respect to the Shares subject to an Option
  until such Shares are transferred to the Option Holder upon the exercise of
  such Option.  Except as provided in this Article III, no adjustment shall
  be made for dividends, rights or other property distributed to shareholders
  (whether ordinary or extraordinary) for which the record date is prior to
  the date such Shares are so transferred.
      
         3.6  Fractional Shares.  No adjustment or substitution provided for in
  this Article III shall require the Company to issue a fractional share.
  The total substitution or adjustment with respect to each Option shall
  be limited by deleting any fractional share.
      
      
                              ARTICLE IV
                                    
             CORPORATE REORGANIZATION; CHANGE OF CONTROL

                                    
         4.1  Reorganization.  Upon the occurrence of any of the following
   events, if the notice required by Section 4.2 shall have first been given,
   the Plan and all Options then outstanding hereunder shall automatically
   terminate and be of no further force and effect whatsoever, without the
   necessity for any additional notice or other action by the Board or the
   Company:  (a) the merger or consolidation of the Company with or into
   another corporation (other than a consolidation or merger in which
   the Company is the continuing corporation and which does not result in any
   reclassification or change of outstanding shares of Stock); or (b) the
   sale or conveyance of the property of the Company as an entirety or
   substantially as an entirety (other than a sale or conveyance in which
   the Company continues as a holding company of an entity or entities that
   conduct the business or businesses formerly conducted by the Company); or
   (c) the dissolution or liquidation of the Company.
      
         4.2  Required Notice.  At least 30 days' prior written notice of any
  event described in Section 4.1 shall be given by the Company to each Holder,
  unless in the case of the events described in clauses (a) or (b) of Section
  4.1, the Company, or the successor or purchaser, as the case may be, shall
  make adequate provision for the assumption of the outstanding Options or
  the substitution of new options for the outstanding Options on terms
  comparable to the outstanding Options except that the Holder of each Option
  then outstanding shall have the right thereafter to purchase the kind and
  amount of shares of stock or other securities or property or cash
  receivable upon such merger, consolidation, sale or conveyance by a holder
  of the number of shares of Stock that would have been receivable upon
  exercise of the Option immediately prior to such merger, consolidation,
  sale or conveyance (assuming such holder of Stock failed to exercise any
  rights of election and received per share the kind and amount received per
  share by a majority of the non-electing shares).  The provisions of this
  Article IV shall similarly apply to successive mergers, consolidations, sales
  or conveyances.  Such notice shall be deemed to have been given when
  delivered personally to a Holder or when mailed to a Holder by registered
  or certified mail, postage prepaid, at such Holder's address last known to the
  Company.
      
         4.3  Acceleration of Exercisability.  Subject to Section 5.4,
  Holders notified in accordance with Section 4.2 may exercise their Options at
  any time before the occurrence of the event requiring the giving of notice
  (but subject to occurrence of such event), regardless of whether all
  conditions of exercise relating to length of service as a director have
  been satisfied.
      
         4.4  Change of Control.  If a Change in Control (as defined below)
  occurs, all Options shall become exercisable in full, regardless of whether
  all conditions of exercise relating to continuous service have been
  satisfied.  A "Change in Control" is deemed to have occurred if (a) a
  person (as such term is used in Section 13(d) of the Securities Exchange Act
  of 1934 (the "Exchange Act")) becomes the beneficial owner (as defined in
  Rule 13d-3 under the Exchange Act) of shares of the Company or the
  Company's successor having 30% or more of the total number of votes that
  may be cast for the election of directors of the Company without the prior
  approval of at least a majority of the members of the Board unaffiliated
  with such person (unless such person beneficially owns shares with at least
  15% of such votes on the Effective Date), or (b) individuals who
  constitute the directors of the Company at the beginning of a 24-month
  period cease to constitute at least two-thirds of all directors at any time
  during such period, unless the election of any new or replacement directors
  was approved by a vote of at least a majority of the members of the Board in
  office immediately prior to such period and of the new and replacement
  directors so approved.  Notwithstanding anything to the contrary in this
  Section 4.4, no Option will become exercisable by virtue of the occurrence of
  a Change in Control if the Holder of that Option or any group of which that
  Holder is a member is the person whose acquisition constituted the Change
  in Control.
      
      
      
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                         ARTICLE V
                                    
                                GENERAL PROVISIONS
                                    
         5.1  Expiration.  The Plan shall terminate whenever the Board adopts
   a resolution to that effect.  After termination, no additional Options shall
   be granted under the Plan, but the Company shall continue to recognize
   Options previously granted.
      
         5.2  Amendments, Etc.  The Board may from time to time amend, modify,
   suspend or terminate the Plan.  Nevertheless, no such amendment, 
   modification, suspension or termination shall impair any Option 
   theretofore granted under the Plan or deprive any Holder of any shares of
   Stock that he may have acquired through or as a result of the Plan without
   the consent of the Holder.  The Company shall obtain the approval of
   shareholders to any amendment or modification of the Plan to the extent
   required by Rule 16b-3 under the Exchange Act ("Rule 16b-3") (or any
   successor applicable rule) or by the listing requirements of the National
   Association of Securities Dealers, Inc. or any stock exchange on which the
   Company's securities are quoted or listed for trading.
      
         5.3  Treatment of Proceeds.  Proceeds from the sale of Stock
   pursuant to Options granted under the Plan shall constitute general funds of
   the Company.
      
         5.4  Effectiveness.  This Plan shall be effective on the Effective
   Date, subject to approval by the shareholders of the Company in accordance
   with applicable law within 12 months before or after the Effective Date.
   If the shareholders of the Company do not approve the Plan as specified
   above, the Plan as in effect prior to this amendment and restatement shall
   remain in effect.
      
         5.5  Fair Market Value.  The "Fair Market Value" of a share of Stock
  shall be the last reported sale price of the Stock on the NASDAQ National
  Market System on the day the determination is to be made, or if no sale 
  took place on such day, the average of the closing bid and asked prices of
  the Stock on the NASDAQ National Market System on such day, or if the market
  is closed on such day, the last day prior to the date of determination on
  which the market was open for the transaction of business, as reported by
  NASDAQ.  If, however, the Stock should be listed or admitted for trading on
  a national securities exchange, the Fair Market Value of a share of the Stock
  shall be the last sales price, or if no sales took place, the average of
  the closing bid and asked prices on the day the determination is to be made,
  or if the market is closed on such day, the last day prior to the date of
  determination on which the market was open for the transaction of business,
  as reported in the principal consolidated transaction reporting system for
  the principal national securities exchange on which the Stock is listed or
  admitted for trading.  If the Stock is not listed or traded on NASDAQ or on
  any national securities exchange, the Fair Market Value for purposes of the
  grant of Options under the Plan shall be determined by the Committee in
  good faith in its sole discretion. 
      
         5.6  Section Headings.  The Section headings are included herein
  only for convenience, and they shall have no effect on the interpretation of
  the Plan.
         5.7  Severability.  If any article, section, subsection or specific
  provision is found to be illegal or invalid for any reason, such illegality
  or invalidity shall not affect the remaining provisions of the Plan, and the
  Plan shall be construed and enforced as if such illegal and invalid provision
  had never been set forth in the Plan.
      
         5.8  Rule 16b-3.  This Plan is intended to comply with the
  requirements of Rule 16b-3 and any successor applicable rule so that grants
  under the Plan will not affect the status of non-employee directors as
  disinterested persons for purposes of Rule 16b-3 and that such grants will
  otherwise satisfy the requirements of Rule 16b-3.  To the extent the Plan
  does not conform to such requirements, it shall be deemed amended to so
  conform without any further action on the part of the Board of Directors or
  shareholders.
      
      
      
         Amended and restated as of January 20, 1997.
      
                               ELECTRONIC FAB TECHNOLOGY CORP.
      
      
      
                               By:     Jack Calderon                          
                                       President and Chief Executive Officer
     
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                     TABLE OF CONTENTS
                                  
                                                         Page
                                                               
    ARTICLE I - GENERAL    1
              1.1     Definition     1
              1.2     Nature of Options   1
              
    ARTICLE II - OPTIONS   1
              2.1     Participation  1
              2.2     Grant     2
              2.3     Terms     2
              
    ARTICLE III - AUTHORIZED STOCK   4
              3.1     The Stock 4
              3.2     Adjustments for Stock Split, Stock Dividend, Etc. 4
              3.3     Adjustments for Certain Distributions of Property 5
              3.4     Distributions of Capital Stock and Indebtedness   5
              3.5     No Rights as Shareholder 5
              3.6     Fractional Shares   5
              
    ARTICLE IV - CORPORATE REORGANIZATION; CHANGE OF CONTROL  5
              4.1     Reorganization 5
              4.2     Required Notice     6
              4.3     Acceleration of Exercisability     6
              4.4     Change of Control   6
              
    ARTICLE V - GENERAL PROVISIONS   7
              5.1  Expiration     7
              5.2     Amendments, Etc.    7
              5.3     Treatment of Proceeds    7
              5.4     Effectiveness  7
              5.5     Fair Market Value   7
              5.6     Section Headings    7
              5.7     Severability   8
              5.8     Rule 16b-3     8