ARTICLES OF AMENDMENT

                        TO THE ARTICLES OF INCORPORATION

                                       OF

                                EFTC CORPORATION

                                SETTING FORTH THE

      DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE
                      SERIES B CONVERTIBLE PREFERRED STOCK


                              ___________________


        The undersigned President of EFTC CORPORATION, a Coloradovcorporation
(the  "Corporation"),  certifies  that  pursuant to the  authority  contained in
subparagraph (b) Article Two of its Articles of Incorporation  (the "Articles of
Incorporation")  and in accordance  with the provisions of Section  7-106-102 of
the Colorado Business Corporation Act (the "CBCA") the Board of Directors of the
Corporation,  on July 9, 2000  duly  adopted  the  following  resolution,  which
resolution remains in full force and effect on the date hereof:

        RESOLVED, that, pursuant to the authority expressly granted to and
vested in the Board of Directors of the Corporation in accordance with the
provisions of its Articles of Incorporation, a series of Preferred Stock of the
Corporation be and hereby is established, consisting of 15,000 shares, $.01 par
value per share, to be designated the "Series B Convertible Preferred Stock"
(hereinafter, "Series B Stock"); that the Board of Directors be and hereby is
authorized to issue such shares of Series B Stock from time to time and for such
consideration and on such terms as the Board of Directors shall determine; and
that, subject to the limitations provided by law and by the Articles of
Incorporation, the voting powers, preferences and relative, participating,
optional and other special rights, and qualifications, limitations and
restrictions thereof shall be as follows:

        1       Certain Definitions.

        Unless the context otherwise requires, the terms defined in this Section
1 shall have, for all purposes of this resolution, the meanings herein specified
(with terms defined in the singular having comparable  meanings when used in the
plural).


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                  "Business Day" shall mean a day other than a Saturday, a
Sunday or any other day on which banking institutions in New York, New York are
authorized or obligated by law to close.

                  "Common Equity" shall mean all shares now or hereafter
authorized of any class of common stock of the Corporation, however designated,
including the Common Stock, and any other stock of the Corporation, howsoever
designated, authorized after the Initial Issue Date, which has the right
(subject always to prior rights of any class or series of preferred stock) to
participate in the distribution of the assets and earnings of the Corporation
without limit as to per share amount.

                  "Common Stock" shall mean the common stock of the Corporation.

                  "Conversion Date" shall have the meaning set forth in Section
4.1(b) below.

                  "Conversion Price" shall have the meaning set forth in Section
4.1(a) below.

                  "Conversion Value" shall be an amount per share of Series B
Stock equal to the Liquidation Price of such share.

                  "Credit Agreement" means the Loan and Security Agreement,
dated as of March 30, 2000, by and among the Financial Institutions named
therein, Bank of America, N.A., as Agent, and the Company together with any
amendment, modification or replacement thereof.

                  "Dividend Payment Date" shall have the meaning set forth in
Section 2(a) below.

                  "Dividend Period" shall mean each quarterly period from and
including any Dividend Payment Date (or, in the case of the first Dividend
Period, including the Initial Issue Date) to but not including the next
successive Dividend Payment Date.

                  "Initial Issue Date" shall mean the date that shares of Series
B Stock are first issued by the Corporation.

                  "Liquidation Price" shall mean $1,000 per share of Series B
Stock (adjusted for stock splits, subdivisions, combinations and similar
transactions), plus all accrued and unpaid dividends payable in respect of such
share of Series B Stock pursuant to Sections 2(a) and 2(b).

                  "Senior Debt" means (i) all indebtedness outstanding at any
time under the Credit Agreement, and all hedging obligations and bank products
with respect thereto, (ii) any replacement or refinancing of the Credit
Agreement which provides for borrowings by the Company up to $55,000,000 in
aggregate principal amount and (iii) all obligations with respect to any of the
foregoing. Notwithstanding anything to the contrary in the foregoing, Senior
Debt shall not include (x) any indebtedness of the Company to any of its
subsidiaries or other affiliates, or (y) any indebtedness incurred for the
purchase of goods or materials or for services obtained in the ordinary course


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of business (other than with the proceeds of revolving credit borrowings
permitted hereby).

                  "Subordinate Stock" shall mean the Common Equity and any class
or series of capital stock of the Corporation, however designated, which is not
entitled to receive (i) any dividends unless all dividends required to have been
paid or declared and set apart for payment on the Series B Stock pursuant to
Section 2(a) shall have been so paid or declared and set apart for payment and
(ii) any assets upon liquidation, dissolution or winding up of the affairs of
the Corporation until the Series B Stock shall have received the entire amount
to which such stock is entitled upon such liquidation, dissolution or winding
up.

                  "Trading Price" means, on any day, the average of the high and
low reported sales prices regular way of a share of Common Stock on such day (if
such day is a trading day, and if such day is not a trading day, on the trading
day immediately preceding such trading day) on the Nasdaq Stock Market.

                  "Trading Price Conversion Event" shall be deemed to occur if
(a) the Company at the time is maintaining the listing of its Common Stock on
the Nasdaq Stock Market, (b) the Company is in full compliance with all
covenants under the Senior Debt and the Company's Senior Subordinated
Convertible Note due June 30, 2006 and (c) the Common Stock has a Trading Price
at or above $7.50 per share for 45 consecutive trading days.

        2       Dividends.

                (a) Subject to the preferential rights of the holders of any
class or series of capital stock of the Corporation ranking senior to the Series
B Stock as to  dividends  the holders of the Series B Stock shall be entitled to
receive,  when,  as and if  declared  by the  Board of  Directors,  out of funds
legally  available  therefor,  cumulative  cash  dividends,  in  preference  and
priority  to  dividends  on any  Subordinate  Stock,  that  shall  accrue on the
Liquidation  Price of each share of the Series B Stock at the rate of 8.875% per
annum,  from and including the Initial Issue Date of such share to and including
the date on which the Liquidation  Price (plus unpaid  dividends as described in
Section 3 hereof)  of such  share is made  available  for  payment  pursuant  to
Section 3, or such share is converted  pursuant to Section 4. Accrued  dividends
on the Series B Stock shall be payable quarterly in arrears on January 15, April
15, July 15 and October 15 of each year (each a "Dividend Payment Date"), to the
holders  of record  of the  Series B Stock as of the  close of  business  on the
applicable record date (each, a "Record Date"), which will be the 1st day of the
calendar month in which the applicable Dividend Payment Date falls or such other
date designated by the Board of Directors that is not more than 30 nor less than
10 days prior to such Dividend Payment Date. Dividends shall be fully cumulative
and shall accrue on a daily basis based on a 365- or 366-day  year,  as the case
may be, without  regard to the  occurrence of a Dividend  Payment and whether or
not  such  dividends  have  been  declared  and  whether  or not  there  are any
unrestricted  funds of the  Corporation  legally  available  for the  payment of
dividends.  Whenever  the Board of Directors  declares any dividend  pursuant to
this Section 2(a),  notice of the  applicable  Record Date and related  Dividend
Payment  Date shall be given,  not more than 45 days nor less than 10 days prior


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to such  Record  Date,  to the  holders of record of the Series B Stock at their
respective  addresses as the same appear on the books of the  Corporation or are
supplied by them in writing to the Corporation for the purpose of such notice.

        (b) On each Dividend Payment Date, all dividends with respect to each
share of  Series  B Stock,  to the  extent  not  declared  and paid  during  the
immediately preceding Dividend Period for any reason (whether or not such unpaid
dividends  have been earned or declared or there are any  unrestricted  funds of
the Corporation legally available for the payment of dividends),  shall be added
to the  Liquidation  Price of such share  effective as of such Dividend  Payment
Date and shall  remain a part  thereof to and  including  the date on which such
dividend is paid or the  Liquidation  Price of such share is made  available for
payment pursuant to Section 3. Accrued  dividends (or dividends accrued thereon)
which  have been added to the  Liquidation  Price of any share of Series B Stock
may be  subsequently  declared  and  paid in cash,  in whole or in part,  on any
Dividend Payment Date.

        (c) So long as any shares of Series B Stock shall be outstanding, the
Corporation shall not declare, pay or set apart for payment on any Subordinate
Stock any dividends or distributions whatsoever, whether in cash, property or
otherwise (other than dividends payable in shares of the class or series upon
which such dividends are declared or paid, or payable in shares of Common Stock
with respect to Subordinate Stock other than Common Stock, together with cash in
lieu of fractional shares), nor shall any Subordinate Stock be purchased,
redeemed or otherwise acquired by the Corporation or any of its subsidiaries of
which it owns not less than a majority of the outstanding voting power, nor
shall any monies be paid or made available for a sinking fund for the purchase
or redemption of any Subordinate Stock, without the prior written consent of the
holders of the outstanding shares of Series B Stock required pursuant to Section
6(c) and unless all dividends to which the holders of Series B Stock shall have
been entitled pursuant to Sections 2(a) and 2(b) shall have been (i) paid or
(ii) declared and a sum of money, in the case of dividends payable in cash,
sufficient for the payment thereof has been set apart.

        (d) In the event that full dividends are not paid or made available to
the holders of all outstanding  shares of Series B Stock and funds available for
payment of  dividends  shall be  insufficient  to permit the  payment in full to
holders  of all such  stock of the full  preferential  amounts to which they are
then entitled,  then the entire amount  available for payment of dividends shall
be distributed ratably among all such holders of Series B Stock in proportion to
the full amount to which they would otherwise be respectively entitled.

        (e) Notwithstanding anything contained herein to the contrary, no
dividends  on  shares  of  Series B Stock  shall  be  declared  by the  Board of
Directors of the Corporation or paid or set apart for payment by the Corporation
at such time if such declaration or payment shall be restricted or prohibited by
law.

        3       Distributions Upon Liquidation, Dissolution or Winding Up. In
the event of any  voluntary or  involuntary  liquidation,  dissolution  or other
winding up of the affairs of the Corporation, before any payment or distribution


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shall be made to the holders of Subordinate Stock, the holders of Series B Stock
shall be entitled to be paid out of the assets of the  Corporation  in cash, or,
if the  Corporation  does not have  sufficient cash on hand to pay such amounts,
property of the  Corporation at its fair market value as determined by the Board
of Directors of the  Corporation,  the greater of (i) the Liquidation  Price per
share of  Series B Stock,  or (ii)  such  amount  per share of Series B Stock as
would have been  payable had each such share been  converted  into Common  Stock
pursuant to Section 4  immediately  prior to such  liquidation,  dissolution  or
other winding up of the affairs of the Corporation.  Immediately  preceding such
liquidation, dissolution or winding up, adjustment shall be made for accrued but
unpaid dividends.

        4       Conversion Rights.

                4.1      Conversion at the Option of the Holder.

                (a) Each holder of Series B Stock may, at its option, convert
each share of Series B Stock held by such  holder into such number of fully paid
and  non-assessable  shares  of  Common  Stock as  determined  by  dividing  the
Conversion Value by the Conversion  Price (subject to appropriate  adjustment in
accordance  with Section 4.3). No  additional  consideration  shall be paid by a
holder of Series B Stock upon  exercise  of such  conversion  rights.  Upon such
conversion,  the rights of the holders of converted  Series B Stock with respect
to the shares of Series B Stock so converted shall cease.  The conversion  price
at which shares of Common Stock shall be deliverable upon conversion of Series B
Stock  without the payment of  additional  consideration  by the holder  thereof
shall initially be $1.80 (the "Conversion Price").

                (b) To convert Series B Stock in accordance with this Section
4.1, a holder must (i) surrender the certificate or certificates  evidencing the
shares of Series B Stock to be converted,  duly endorsed in a form  satisfactory
to the  Corporation,  at the office of the Corporation or transfer agent for the
Series B Stock,  (ii)  notify the  Corporation  at such office that he elects to
convert  Series B Stock,  and the number of shares he wishes to  convert,  (iii)
state in  writing  the name or names in  which  he  wishes  the  certificate  or
certificates for shares of Common Stock to be issued,  and (iv) pay any transfer
or  similar  tax with  respect to the  transfer  of the shares of Series B Stock
converted,  if required.  The date on which the holder  satisfies  the foregoing
requirements  shall be the  "Conversion  Date." As soon as practical  but in any
event within five (5) Business  Days of the  Conversion  Date,  the  Corporation
shall  deliver a certificate  for the number of shares of Common Stock  issuable
upon the conversion and a new certificate  representing the unconverted portion,
if any,  of the  shares  of Series B Stock  represented  by the  certificate  or
certificates  surrendered  for  conversion.  The person in whose name the Common
Stock certificate is registered shall be treated as the shareholder of record on
and after the Conversion Date. Adjustment (or cash payment, if applicable) shall
be made  for  accrued  and  unpaid  dividends,  as of the  Conversion  Date,  on
converted  shares of Series B Stock. If the last day on which Series B Stock may
be  converted  is not a  Business  Day,  Series B Stock may be  surrendered  for
conversion on the next succeeding day that is a Business Day.


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                (c) If a holder converts shares of Series B Stock, the
Corporation  shall pay any  documentary,  stamp or similar issue or transfer tax
due on the  issue of  shares  of Common  Stock  upon the  conversion;  provided,
however,  that  pursuant  to Section  4.1 (b) the holder  shall pay any such tax
which is due  because  the shares  are issued in a name other than the  holder's
name.

                4.2     Automatic Conversion. Upon the occurrence of a Trading
Price Conversion  Event,  each share of Series B Stock held by such holder shall
automatically  be  converted  into such number of fully paid and  non-assessable
shares of Common Stock as  determined  by dividing the  Conversion  Value by the
Conversion  Price (subject to appropriate  adjustment in accordance with Section
4.3).  No additional  consideration  shall be paid by a holder of Series B Stock
upon automatic  conversion.  Upon such conversion,  the rights of the holders of
converted  Series  B Stock  with  respect  to the  shares  of  Series B Stock so
converted shall cease.

                4.3     Certain Matters With Respect to Conversion.

                (a) The Corporation has reserved and shall continue to reserve
out of its  authorized  but  unissued  Common  Stock or its Common Stock held in
treasury  enough shares of Common Stock to permit the conversion of the Series B
Stock in full. All shares of Common Stock which may be issued upon conversion of
Series  B Stock  shall  be duly  authorized,  validly  issued,  fully  paid  and
nonassessable.  The Corporation shall comply with all securities laws regulating
the offer and  delivery of shares of Common  Stock upon  conversion  of Series B
Stock and will list such shares on each  national  securities  exchange on which
the Common Stock is listed.

                (b)     If the Corporation:

                        (i)     pays a dividend or makes a distribution on its
        Common Stock or any other Subordinate Stock in shares of its capital
        stock;

                        (ii)     subdivides its outstanding shares of Common
        Stock into a greater number of shares;

                        (iii)    combines its outstanding shares of Common Stock
         into a smaller number of shares; or

                        (iv)     issues by reclassification of its Common Stock
         any shares of its capital stock;

then an appropriate and proportionate adjustment shall be made to the number of
shares into which each share of Series B Stock is convertible so that
immediately after the occurrence of such event the holders of Series B Stock
shall be entitled to receive the same number and kind of shares of capital stock
of the Company upon conversion of the Series B Stock as such holders would have
received if converted immediately prior to such dividend, distribution,
subdivision, combination or reclassification. The adjustment shall become


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effective immediately after the record date in the case of a dividend or
distribution and immediately after the effective date of a subdivision,
combination or reclassification. Such adjustment shall be made successively
whenever any event listed above shall occur.

                (c) No adjustment in the number of shares of Common Stock into
which  each  share of  Series B Stock is  convertible  need be made  unless  the
adjustment  would  require an increase  or decrease of at least  one-half of one
percent  0.5% in the  number of shares of Common  Stock into which each share of
Series B Stock  is  convertible.  Any  adjustments  that  are not made  shall be
carried  forward  and taken  into  account  in any  subsequent  adjustment.  All
calculations  under this Section 4.3 shall be made to the nearest cent or to the
nearest 1/100th of a share, as the case may be.

                (d) No adjustment in the number of shares of Common Stock into
which  each  share of  Series B Stock is  convertible  need be made  under  this
Section 4.3 for (i) rights to purchase  Common Stock  pursuant to a  Corporation
plan for  reinvestment  of dividends or interest,  or (ii) any change in the par
value or no par  value of the  Common  Stock.  If an  adjustment  is made to the
number of shares of Common  Stock  into  which  each  share of Series B Stock is
convertible upon the  establishment of a record date for a distribution  subject
to Section 4.3 above and if such  distribution  is  subsequently  canceled,  the
number of shares of Common  Stock  into  which  each  share of Series B Stock is
convertible  then in effect shall be  readjusted,  effective as of the date when
the  Board  of  Directors  of  the   Corporation   determines   to  cancel  such
distribution,  to the number of shares of Common  Stock into which each share of
Series B Stock is  convertible  as would have been in effect if such record date
had  not  been  fixed.  No  adjustment  need be made  under  Section  4.3 if the
Corporation  issues or distributes to each holder of Series B Stock at least the
number of shares of Common Stock,  evidences of  indebtedness,  assets,  rights,
options or warrants  referred to in such paragraph  which each holder would have
been  entitled to receive had Series B Stock been  converted  into Common  Stock
prior to or  simultaneously  with the happening of such event or the record date
with respect thereto.

                (e) Whenever the number of shares of Common Stock into which
each share of Series B Stock is convertible is adjusted,  the Corporation  shall
promptly  mail to holders of Series B Stock,  first class,  postage  prepaid,  a
notice of the adjustment. The Corporation shall file with the transfer agent, if
any, for Series B Stock a certificate from the Corporation's  independent public
accountants briefly stating the facts requiring the adjustment and the manner of
computing it.

                (f)      If:

                        (i)      the Corporation takes any action that would
        require an adjustment pursuant to Section 4.3;


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                        (ii)     the Corporation consolidates or merges with, or
        transfers all or substantially all of its assets to, another
        corporation, and stockholders of the Corporation must approve the
        transaction; or

                        (iii)    there is a dissolution or liquidation of the
        Corporation;

a holder of Series B Stock may want to convert such stock into shares of Common
Stock prior to the record date for or the effective date of the transaction so
that it may receive the rights, warrants, securities or assets which a holder of
shares of Common Stock on that date may receive. Therefore, the Corporation
shall mail to such holders, first class, postage prepaid, a notice stating the
proposed record or effective date, as the case may be. The Corporation shall
mail the notice at least fifteen (15) days before such date.

                (g) If the Corporation is party to a consolidation or merger
which  reclassifies  or  changes  its  Common  Stock  or to the  sale  of all or
substantially  all of the assets of the Corporation,  upon  consummation of such
transaction the Series B Stock shall  automatically  become convertible into the
kind and amount of securities, cash or other assets which the holder of Series B
Stock would have owned immediately  after the sale,  consolidation or merger, if
such holder had converted Series B Stock  immediately  before the effective date
of the transaction, and an appropriate adjustment (as determined by the Board of
Directors of the Corporation) shall be made in the application of the provisions
herein set forth with  respect to the  rights and  interests  thereafter  of the
holders  of Series B Stock,  to the end that the  provisions  set  forth  herein
(including  provisions  with respect to changes in and other  adjustment  of the
number of shares of Common  Stock  into  which  each  share of Series B Stock is
convertible) shall thereafter be applicable,  as nearly as reasonably may be, in
relation  to any  shares of stock or other  securities  or  property  thereafter
deliverable  upon the  conversion  of  Series B Stock.  If this  Section  4.3(g)
applies, Section 4.3(b) does not apply.

                (h) In any case in which this Section 4.3 shall require that an
adjustment  as a result of any event  become  effective  from and after a record
date,  the  Corporation  may elect to defer until after the  occurrence  of such
event the issuance to the holder of any shares of Series B Stock converted after
such  record  date and before  the  occurrence  of such event of the  additional
shares of Common Stock issuable upon such  conversion  over and above the shares
issuable immediately prior to adjustment.

        5       Voting Rights.

                (a)  Except  as  otherwise  set  forth  in this  Section  5
(including  without  limitation the voting provisions set forth in Section 5(b))
or as  otherwise  required  by law,  each  share of  Series B Stock  issued  and
outstanding  (or  issued by way of stock  dividend  in respect  thereof,  or any
securities  issued in substitution  thereof) shall have the right to vote on all
matters  presented to the holders of the Common Stock for vote, in the number of
votes equal at any time to the number of shares of Common  Stock into which each
share of Series B Stock would then be convertible, and the holders of the Series


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B Stock shall vote with the holders of the Common Stock as a single class.

                (b) The rights of the holders of the Series B Stock may be
exercised  either at a special meeting of the holders of Series B Stock,  called
as hereinafter  provided,  or at any annual meeting of stockholders held for the
purpose of electing directors.

                (c) A special meeting of the holders of Series B Stock for
purposes of voting on matters  with  respect to which the holders of such shares
are  entitled  to  vote  as a  class  may  be  called  by the  Secretary  of the
Corporation  or by a holder  of  Series B Stock  designated  in  writing  by the
holders of record of twenty  percent  (20%) of the shares of Series B Stock then
outstanding.  Such meeting may be called at the expense of the  Corporation.  At
any meeting of the holders of Series B Stock, the presence in person or by proxy
of the  holders of a majority  of the shares of Series B Stock then  outstanding
shall constitute a quorum of the Series B Stock.

        6       Information Rights.

                So long as any shares of the Series B Stock are outstanding, the
Corporation covenants and agrees as follows:

                6.1     Financial Statements and Other Information. The
Corporation  shall deliver to the holders of Series B Stock within 15 days after
it files them with the Securities  and Exchange  Commission  (the  "Commission")
copies of any annual  reports and any  information,  documents and other reports
that the Corporation is required to file with the Commission pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934, as amended.

                6.2     Right to Inspection, Etc. The Corporation shall, upon
reasonable prior written notice,  make available to any holder of at least 5% of
the then  outstanding  Series B Stock (i) all corporate  and business  financial
records of the  Corporation  and its  subsidiaries,  if any, for  inspection and
copying at the Corporation's offices by any officer,  employee,  agent, attorney
or  accountant  designated  by each  such  holder;  and  (ii) the  officers  and
employees  of  the  Corporation  and  its   subsidiaries   and  its  independent
accountants for interviews by each such holder of Series B Stock (or any of such
designees of such holder) concerning the affairs and finances of the Corporation
and its subsidiaries,  if any. Such inspection,  copying,  and interviews may be
made by each such holder of Series B Stock (or any of such  holder's  designees)
at any  time  during  normal  business  hours or at such  other  times as may be
reasonably requested, but in no event more than once a quarter.

        Each such holder of Series B Stock and its agents and representatives,
in exercising its rights of inspection, copying, interviewing and attendance of
board meetings hereunder, shall maintain the confidentiality of all financial
and other confidential information of the Corporation acquired by it in
exercising such rights and shall use such information right fairly, and in
compliance with applicable state and federal securities laws. This right shall


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not apply to or be assignable to any person or entity that competes with the
Corporation or that would obtain a competitive advantage from disclosure of such
information.

        7       Exclusion of Other Rights.

        Except as may otherwise be required by law, the shares of Series B Stock
shall not have any  preferences,  limitations  and relative  rights,  other than
those  specifically  set forth in this  resolution  (as such  resolution  may be
amended  from  time  to  time)  and  in the  Articles  of  Incorporation  of the
Corporation.

        8       Headings of Subdivisions.

                  The headings of the various subdivisions hereof are for
convenience of reference only and shall not affect the interpretation of any of
the provisions hereof.

        9       Severability of Provisions.

        If any preferences, limitations and relative rights of the Series B
Stock and qualifications, limitations and restrictions thereof set forth in this
resolution  (as such  resolution  may be amended  from time to time) is invalid,
unlawful or incapable  of being  enforced by reason of any rule of law or public
policy, all other preferences, limitations and relative rights of Series B Stock
and  qualifications,  limitations  and  restrictions  thereof  set forth in this
resolution  (as so  amended)  which can be given  effect  without  the  invalid,
unlawful or unenforceable preferences, limitations and relative rights of Series
B  Stock  and  qualifications,   limitations  and  restrictions  thereof  shall,
nevertheless,  remain in full force and effect, and no preferences,  limitations
and  relative  rights  of  Series B Stock and  qualifications,  limitations  and
restrictions  thereof herein set forth shall be deemed  dependent upon any other
such  preferences,  limitations  and  relative  rights  of  Series  B Stock  and
qualifications, limitations and restrictions thereof unless so expressed herein.

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<PAGE>


        IN WITNESS WHEREOF, the Corporation has caused this certificate to be
duly executed by an authorized  officer and attested by its Secretary,  this
14th day of July, 2000.

                           EFTC CORPORATION


                           By:  /s/ Jack Calderon
                                Name:  Jack Calderon
                                Title: Chairman


Attest:


/s/ August P. Bruehlman
Secretary


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