ELECTRONIC FAB TECHNOLOGY CORP.
                    EQUITY INCENTIVE PLAN
                                
  
           as amended and restated January 20, 1997
                                
  
  
  
  
  
  
  
  
  
               ELECTRONIC FAB TECHNOLOGY CORP.
                    EQUITY INCENTIVE PLAN
                                
  
                          ARTICLE I
                                
                        INTRODUCTION
                                
     1.1  Establishment.  Effective December 22, 1993, Electronic Fab
     Technology Corp., a Colorado corporation (hereinafter referred to, 
     together with its Affiliated Corporations (as defined in subsection 
     2.1(a)) as the "Company" except where the context otherwise requires),
     established the Electronic Fab Technology Corp. Equity Incentive Plan 
     (the "Plan") for certain key employees of the Company.  Article XVI 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").  The Plan
     permits the grant of stock options, restricted stock awards, stock
     appreciation rights, stock units and other stock grants to certain key
     employees of the Company.
  
     1.2  Purposes.  The purposes of the Plan are to provide the key
     employees selected for participation in the Plan with added incentives
     to continue in the service of the Company and to create in such 
     employees a more direct interest in the future success of the operations 
     of the Company by relating incentive compensation to the achievement of
     long-term corporate economic objectives, so that the income of the key 
     employees is more closely aligned with the income of the Company's 
     shareholders.  The Plan is also designed to attract key employees and
     to retain and motivate participating employees by providing an 
     opportunity for investment in the Company.    
  
                          ARTICLE II
                                
                         DEFINITIONS
                                
     2.1  Definitions.  The following terms shall have the meanings set forth 
     below:
  
              (a)  "Affiliated Corporation" means any corporation or other 
     entity (including but not limited to a partnership) that is affiliated
     with Electronic Fab Technology Corp. through stock ownership or otherwise
     and is treated as a common employer under the provisions of Sections 
     414(b) and (c) of the Code, together with any parent or subsidiary of
     the Company as defined in Section 424 of the Code.
  
               (b)  "Award" means an Option, a Restricted Stock Award, a Stock 
     Appreciation Right, a  Stock Unit, grants of Stock pursuant to Article 
     XI or other issuances of Stock hereunder.
  
               (c)  "Board" means the Board of Directors of the Company.
  
               (d)  "Code" means the Internal Revenue Code of 1986, as amended 
      from time to time.
    
               (e)  "Committee" means a committee consisting of members of the 
      Board who are empowered hereunder to take actions in the administration 
      of the Plan.  The Committee shall be so constituted at all times as to 
      permit the Plan to comply with Section 162(m) of the Code and Rule 16b-3 
      or any successor rule promulgated under the Securities Exchange Act of 
      1934 (the "1934 Act").  Members of the Committee shall be appointed from 
      time to time by the Board, shall serve at the pleasure of the Board and 
      may resign at any time upon written notice to the Board.
    
                 (f)  "Disabled" or "Disability" shall have the meaning given 
     to such terms in Section  22(e)(3) of the Code.
    
                 (g)  "Eligible Employees" means those key employees (including,
     without limitation, officers and directors who are also employees) of the 
     Company or any division thereof, upon whose judgment, initiative and 
     efforts the Company is, or will become, largely dependent for the 
     successful conduct of its business.
    
                (h)  "Fair Market Value" of a share of Stock shall be the last 
     reported sale price of the Stock on the Nasdaq National Market 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 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.
    
              (i)  "Incentive Option" means an Option designated as such and
     granted in accordance with Section 422 of the Code.
      
              (j)  "Non-Qualified Option" means any Option other than an 
    Incentive Option.
      
              (k)  "Option" means a right to purchase Stock at a stated or 
    formula price for a specified period of time.  Options granted under the
    Plan shall be either Incentive Options or Non-Qualified Options.
      
              (l)  "Option Certificate" shall have the meaning given to such 
    term in Section 7.2 hereof.
      
              (m)  "Option Holder" means a Participant who has been granted one
    or more Options under the Plan.
      
              (n)  "Option Price" means the price at which shares of Stock 
    subject to an Option may be purchased, determined in accordance with 
    subsection 7.2(b).
      
              (o)  "Participant" means an Eligible Employee designated by the
    Committee from time to time during the term of the Plan to receive one or 
    more of the Awards provided under the Plan.
      
              (p)  "Restricted Stock Award" means an award of Stock granted to a
    Participant pursuant to Article VIII that is subject to certain 
    restrictions imposed in accordance with the provisions of such Section.
      
              (q)  "Share" means a share of Stock.
      
              (r)  "Stock" means the common stock of the Company.
      
              (s)  "Stock Appreciation Right" means the right, granted by the
    Committee pursuant to the Plan, to receive a payment equal to the 
    increase in the Fair Market Value of a Share of Stock subsequent to the
    grant of such Award.
      
              (t)  "Stock Unit" means a measurement component equal to the Fair
    Market Value of one share of Stock on the date for which a determination is
    made pursuant to the provisions of this Plan.
      
         2.2  Gender and Number.  Except when otherwise indicated by the
    context, the masculine gender shall also include the feminine gender, 
    and the definition of any term herein in the singular shall also include 
    the plural.
      
      
                             ARTICLE III
                                    
          PLAN ADMINISTRATIONARTICLE IIIPLAN ADMINISTRATION
                                    
       The Plan shall be administered by the Committee.  In accordance with the
    provisions of the Plan, the Committee shall, in its sole discretion, select
    the Participants from among the Eligible Employees, determine the
    Awards to be made pursuant to the Plan, the number of Stock Units, Stock
    Appreciation Rights or shares of Stock to be issued thereunder and the 
    time at which such Awards are to be made, fix the Option Price, period 
    and manner in which an Option becomes exercisable, establish the duration 
    and nature of Restricted Stock Award restrictions, establish the terms 
    and conditions applicable to Stock Units, and establish such other terms
    and requirements of the various compensation incentives under the Plan as 
    the Committee may deem necessary or desirable and consistent with the 
    terms of the Plan.  The Committee shall determine the form
    or forms of the agreements with Participants that shall evidence the
    particular provisions, terms, conditions, rights and duties of the 
    Company and the Participants with respect to Awards granted pursuant to
    the Plan, which provisions need not be identical except as may be 
    provided herein.  The Committee may from time to time adopt such
    rules and regulations for carrying out the purposes of the Plan as it may
    deem proper and in the best interests of the Company.  The Committee may
    correct any defect, supply any omission or reconcile any inconsistency in 
    the Plan or in any agreement entered into hereunder in the manner and 
    to the extent it shall deem expedient and it shall be the sole and 
    final judge of such expediency.  No member of the Committee shall be 
    liable for any action or determination made in good faith.  The
    determinations, interpretations and other actions of the Committee 
    pursuant to the provisions of the Plan shall be binding and conclusive
    for all purposes and on all persons.
      
      
                              ARTICLE IV
                                    
                     STOCK SUBJECT TO THE PLAN
                                    
         4.1  Number of Shares.  The number of shares of Stock that are 
    authorized for issuance under the Plan in accordance with the provisions of
    the Plan and subject to such restrictions or other provisions as the
    Committee may from time to time deem necessary shall not exceed 995,000. 
    This authorization may be increased from time to time by approval of the 
    Board and by the shareholders of the Company if, in the opinion of counsel
    for the Company, shareholder approval is required.  Shares of Stock that
    may be issued upon exercise of Options, or Stock Appreciation Rights, that
    are issued as Restricted Stock Awards, that are issued with respect to
    Stock Units, and that are issued as incentive compensation or other stock
    grants under the Plan shall be applied to reduce the maximum number of
    shares of Stock remaining available for use under the Plan.  The 
    Company shall at all times during the term of the Plan and while any 
    Options or Stock Units are outstanding retain as authorized and
    unissued Stock at least the number of shares from time to time required
    under the provisions of the Plan, or otherwise assure itself of its
    ability to perform its obligations hereunder.
      
         4.2  Other Shares of Stock.  Any shares of Stock that are subject to
   an Option that expires, or that is forfeited or for any reason is 
   terminated unexercised, and any shares of Stock withheld for the payment 
   of taxes or received by the Company as payment of the exercise price of
   an Option shall automatically become available for use under the Plan.
      
         4.3  Adjustments for Stock Split, Stock Dividend,  Etc.  If the
   Company shall at any time increase or decrease the number of its 
   outstanding shares of Stock or change in any way the rights and privileges 
   of such shares by means of the 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, then in relation to the Stock that
   is affected by one or more of the above events, the numbers, rights and
   privileges of the following shall be increased, decreased or changed in 
   like manner as if they had been issued and outstanding, fully paid and 
   nonassessable at the time of such occurrence:  (i) the shares of Stock as to
   which Awards may be granted under the Plan and (ii) the shares of the Stock
   then included in each outstanding Award granted hereunder.
         4.4  Other Distributions and Changes in the Stock.  If 

         (a)  the Company shall at any time distribute with respect to the Stock
   assets or securities of persons other than the Company (excluding cash or
   distributions referred to in Section 4.3), or
      
         (b)  the Company shall at any time grant to the holders of its Stock
  rights to subscribe pro rata for additional shares thereof or for any other
  securities of the Company,  or
      
         (c)  there shall be any other change (except as described in Section
  4.3) in the number or kind of outstanding shares of Stock or of any stock or
  other securities into which the Stock shall be changed or for which it
  shall have been exchanged,     

  and if the Committee shall in its discretion determine that the event
  described in subsection (a), (b), or (c) above equitably requires an 
  adjustment in the number or kind of shares subject to an Option or other 
  Award, an adjustment in the Option Price or the taking of any other action by
  the Committee, including without limitation, the setting aside of any
  property for delivery to the Participant upon the exercise of an Option 
  or the full vesting of an Award, then such adjustments shall be made, or
  other action shall be taken, by the Committee and shall be effective
  for all purposes of the Plan and on each outstanding Option or Award that
  involves the particular type of stock for which a change was effected.  
  Notwithstanding the foregoing provisions of this Section 4.4, pursuant 
  to Section 8.3 below, a Participant holding Stock received as a Restricted
  Stock Award shall have the right to receive all amounts, including cash and
  property of any kind, distributed with respect to the Stock upon the 
  Participant's becoming a holder of record of the Stock.
      
         4.5  General Adjustment Rules.  No adjustment or substitution 
  provided for in this Article IV shall require the Company to sell a fractional
  share of Stock under any Option, or otherwise issue a fractional share of
  Stock, and the total substitution or adjustment with respect to each Option
  and other Award shall be limited by deleting any fractional share.  In the
  case of any such substitution or adjustment, the total Option Price for the
  shares of Stock then subject to an Option shall remain unchanged but the 
  Option Price per share under each such Option shall be equitably adjusted
  by the Committee to reflect the greater or lesser number of shares of Stock
  or other securities into which the Stock subject to the Option may have been
  changed, and appropriate adjustments shall be made to other Awards to reflect
  any such substitution or adjustment.
      
         4.6  Determination by the Committee, Etc.  Adjustments under this 
  Article IV shall be made by the Committee, whose determinations with regard
  thereto shall be final and binding upon all parties thereto.
      
      
      
      
                              ARTICLE V
                                    
                     CORPORATE REORGANIZATION

                                    
         5.1  Reorganization.  Upon the occurrence of any of the following 
  events, if the notice required by Section 5.2 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, and other
  Awards then outstanding shall be treated as described in Sections 5.2 and
  5.3, 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 or other reorganization (other than a 
  reorganization under the United States Bankruptcy Code) of the Company
  (other than a consolidation, merger, or reorganization in which the Company 
  is the continuing corporation and which does no 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 holding company of an entity or entities that conduct 
  the business or business formerly conducted by the Company); or (c) the 
  dissolution or liquidation of the Company.
      
         5.2  Required Notice.  At least 30 days' prior written  notice
  of any event described in Section 5.1 shall be given by the Company to each 
  Option Holder and Participant unless (a) in the case of the events described
  in clauses (a) or (b) of Section 5.1, 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 Option Holder shall have the right thereafter to purchase
  the kind and amount of securities or property or cash receivable upon 
  such merger, consolidation, other reorganization, sale or conveyance by a 
  holder of the number of Shares 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), or (b) the Company, or the 
  successor or purchaser, as the case may be, shall make adequate provision for
  the adjustment of outstanding Awards (other than Options) so that such
  Awards shall entitle the Participant to receive the kind and amount
  of securities or property or cash receivable upon such merger, 
  consolidation, other reorganization, sale or conveyance by a holder of the
  number of Shares that would have been receivable with respect to such Award
  immediately prior to such merger, consolidation, other reorganization, 
  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 V shall similarly apply to successive mergers, consolidations,
  reorganizations, sales or conveyances.  Such notice shall be deemed to have
  been given when delivered personally to a Participant or when mailed to 
  a Participant by registered or certified mail, postage prepaid, at
  such Participant's address last known to the Company.
      
         5.3  Acceleration of Exercisability. Participants notified in 
 accordance with Section 5.2 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, attainment of financial performance goals
 or otherwise have been satisfied.  Upon the giving of notice in accordance
 with Section 5.2, all restrictions with respect to Restricted Stock and
 other Awards shall lapse immediately, all Stock Units shall become payable
 immediately and all Stock Appreciation Rights shall become exercisable.
 Any Options, Stock Appreciation Rights or Stock Units that are not assumed or
 substituted under clauses (a) or (b) of Section 5.2 that have not been 
 exercised prior to the event described in Section 5.1 shall automatically
 terminate upon the occurrence of such event.
      
         5.4  Limitation on Payments.  If  the provisions of this Article V
 would result in the receipt by any Participant of a payment within the
 meaning of Section 280G of the Code and the regulations promulgated
 thereunder and if the receipt of such payment by any Participant would, in
 the opinion of independent tax counsel of recognized standing selected by
 the Company, result in the payment by such Participant of any excise tax
 provided for in Sections 280G and 4999 of the Code, then the amount of
 such payment shall be reduced to the extent required, in the opinion of
 independent tax counsel, to prevent the imposition of such excise tax; 
 provided, however, that the Committee, in its sole discretion, may authorize
 the payment of all or any portion of the amount of such reduction to the
 Participant.
      
      
                              ARTICLE VI
                                    
                            PARTICIPATION
                                    
         Participants in the Plan shall be those Eligible Employees who, in the
    judgment of the Committee, are performing, or during the term of their 
    incentive arrangement will perform, vital services in the management,
    operation and development of the Company or an Affiliated Corporation, and
    significantly contribute, or are expected to significantly contribute, to 
    the achievement of long-term corporate economic objectives.  Participants
    may be granted from time to time one or more Awards; provided, however,
    that the grant of each such Award shall be separately approved by the 
    Committee, and receipt of one such Award shall not result in automatic 
    receipt of any other Award.  Upon determination by the Committee that an 
    Award is to be granted to a Participant, written notice shall be given 
    to such person, specifying the terms, conditions, rights and duties 
    related thereto.  Each Participant shall, if required by the Committee, 
    enter into an agreement with the Company, in such form as the Committee
    shall determine and which is consistent with the provisions of the
    Plan, specifying such terms, conditions, rights and duties.  Awards shall
    be deemed to be granted as of the date specified in the grant resolution
    of the Committee, which date shall be the date of any related agreement 
    with the Participant.  In the event of any inconsistency between the
    provisions of the Plan and any such agreement entered into hereunder, 
    the provisions of the Plan shall govern.
      
      
      
                             ARTICLE VII
                                    
                               OPTIONS
                                    
         7.1  Grant of Options.  Coincident with or following designation for
   participation in the Plan, a Participant may be granted one or more Options.
   The Committee in its sole discretion shall designate whether an Option is an
   Incentive Option or a Non-Qualified Option.  The Committee may grant both 
   an Incentive Option and a Non-Qualified Option to an Eligible Employee at 
   the same time or at different times.  Incentive Options and Non-Qualified 
   Options, whether granted at the same time or at different times, shall be
   deemed to have been awarded in separate grants and shall be clearly 
   identified, and in no event shall the exercise of one Option affect the right
   to exercise any other Option or affect the number of shares for which any
   other Option may be exercised, except as provided in subsection 7.2(j).
   An Option shall be considered as having been granted on the date specified
   in the grant resolution of the Committee.
      
         7.2  Stock Option Certificates.  Each Option granted under the Plan 
  shall be evidenced by a written stock option certificate (an "Option 
  Certificate").  An Option Certificate shall be issued by the Company in 
  the name of the Participant to whom the Option is granted (the "Option 
  Holder") and in such form as may be approved by the Committee.  The Option
  Certificate shall incorporate and conform to the conditions set forth in this
  Section 7.2 as well as such other terms and conditions that are not
  inconsistent as the Committee may consider appropriate in each case.
      
              (a)  Number of Shares.  Each Option Certificate shall state that 
  it covers a  specified number of shares of Stock, as determined by the 
  Committee.  Notwithstanding any other provision of this Plan, the maximum
  number of shares of Stock to be granted subject to Options to any one 
  Participant during the term of this Plan shall be 300,000 shares of Stock.
      
              (b)  Price.  The price at which each share of Stock covered by an
  Option may be purchased shall be determined in each case by the Committee 
  and set forth in the Option Certificate, but in no event shall the price be
  less than 100 percent of the Fair Market Value of the Stock on the date the
  Option (both Incentive and Non-Qualified) is granted.
      
              (c)  Duration of Options; Restrictions on Exercise.  Each Option
  Certificate  shall state the period of time, determined by the Committee, 
  within which the Option may be exercised by the Option Holder (the "Option
  Period").  The Option Period must end, in all cases, not more than ten
  years from the date the Option is granted.  The Option Certificate shall 
  also set forth any installment or other restrictions on Option exercise during
  such period, if any, as may be determined by the Committee; however, no
  Option may be exercised for at least six months after the date of grant.  Each
  Option shall become exercisable (vest) over such period of time, if any, or
  upon such events, as determined by the Committee.
      
              (d)  Termination of Employment, Death, Disability, Etc.  The 
  Committee may specify the period, if any, after which an Option may be
  exercised following termination of the Option Holder's employment.   The 
  effect of this subsection 7.2(d) shall be limited to determining the
  consequences of a termination and nothing in this subsection 7.2(d) shall
  restrict or otherwise interfere with the Company's discretion with respect
  to the termination of any individual's employment.  If the Committee does
  not otherwise specify, the following shall apply:
      
              (i)  If the employment of the Option Holder  terminates for any
  reason other than death or Disability within six months after the date the 
  Option is granted or if the employment of the Option Holder is terminated
  within the Option Period for "cause", as determined by the Company, the
  Option shall thereafter be void for all purposes.  As used in this
  subsection 7.2(d), "cause" shall mean a gross violation, as determined by the
  Company, of the Company's established policies and procedures.
           
              (ii) If the Option Holder becomes Disabled, the  Option may be
  exercised by the Option Holder, or in the case of death by the persons 
  specified in subsection (iii) of this subsection 7.2(d), within one year
  following his or her Disability (provided that such exercise must occur
  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 of the Option Holder's termination of
  employment because of Disability.
           
              (iii)     If the Option Holder dies during the Option  Period 
  while still employed or within the one year period referred to in (ii) above
  or the three-month period referred to in (iv) below, the Option may be 
  exercised by those entitled to do so under the Option Holder's will or by
  the laws of descent and distribution within one year following the Option 
  Holder's death, (provided that such exercise must occur 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 of the Option Holder's death.
           
              (iv) If the employment of the Option Holder by the  Company is
  terminated (which for this purpose means that the Option Holder is no longer
  employed by the Company or by an Affiliated Corporation) within the Option 
  Period for any reason other than cause, Disability or the Option Holder's
  death, and such termination occurs more than six months after the Option
  is granted, the Option may be exercised by the Option Holder within three 
  months following the date of such termination (provided that such exercise
  must occur 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 of termination of
  employment.
           
              (e)  Transferability.  Each Option shall not be transferable by 
  the Option Holder except by will or pursuant to the laws of descent and
  distribution.  Each Option is exercisable during the Option Holder's
  lifetime only by him or her, or in the event of disability or incapacity, by
  his or her guardian or legal representative.
      
              (f)  Consideration for Grant of Option.  Each Option Holder agrees
 to remain in the employment of the Company, at the pleasure of the Company, for
 a continuous period of at least one year after the date the Option is 
 granted, at the salary rate in effect on the date of such agreement or at
 such changed rate as may be fixed, from time to time, by the Company.  Nothing
 in this paragraph shall limit or impair the Company's right to terminate the
 employment of any employee.
      
              (g)  Exercise, Payments, Etc.
      
              (i)  Manner of Exercise.  The method for exercising each Option 
  granted hereunder shall be by delivery to the Company of written notice
  specifying the number of Shares with respect to which such Option is 
  exercised.  The purchase of such Shares shall take place at the principal
  offices of the Company within thirty days following delivery of such notice,
  at which time the Option Price of the Shares shall be paid in full by any of
  the methods set forth below or a combination thereof.  Except as set forth
  in the next sentence, the Option shall be exercised when the Option Price
  for the number of shares as to which the Option is exercised is paid to the 
  Company in full.  If the Option Price is paid by means of a broker's loan
  transaction described in subsection 7.2(g)(ii)(D), in whole or in part, the 
  closing of the purchase of the Stock under the Option shall take place (and 
  the Option shall be treated as exercised) 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 Option 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 Option 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 Shares shall be delivered to or at the direction of the Option 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 upon delivery of 
  the Option Certificate for the Option being exercised.
           
              (ii) The exercise price shall be paid by any of the  following 
  methods or any combination of the following methods at the election of the 
  Option Holder, or by any other method approved by the Committee upon the 
  request of the Option Holder:
           
                   (A)  in cash;
           
                   (B)  by certified, cashier's check or other check acceptable
  to the Company, payable to the order of the Company;
           
                   (C)  by delivery to the Company of certificates representing
 the number of shares then owned by the Option Holder, the Fair Market Value of
 which equals the purchase price of the Stock purchased pursuant to the Option,
 properly endorsed for transfer to the Company; provided however, that no 
 Option may be exercised by delivery to the Company of certificates 
 representing Stock, unless such Stock has been held by the Option Holder for 
 more than six months; for purposes of this Plan, the Fair Market Value of any
 shares of Stock delivered in payment of the purchase price upon exercise
 of the Option shall be the Fair Market Value as of the exercise date; the
 exercise date shall be the day of delivery of the certificates for the Stock 
 used as payment of the Option Price; or
          
                   (D)  by delivery to the Company of a properly executed notice
 of exercise together with irrevocable instructions to a broker to deliver to 
 the Company promptly the amount of the proceeds of the sale of all or a portion
 of the Stock or of a loan from the broker to the Option Holder required to
 pay the Option Price.
           
              (h)  Date of Grant.  An Option shall be considered as having been
  granted on the date specified in the grant resolution of the Committee.
      
              (i)  Withholding.
      
              (i)  Non-Qualified Options.  Upon exercise of an Option, the 
 Option Holder shall make appropriate arrangements with the Company to provide
 for the amount of additional withholding required by Sections 3102 and 3402 of
 the Code and applicable state income tax laws, including payment of such
 taxes through delivery of shares of Stock or by withholding Stock to be
 issued under the Option, as provided in Article XV.
           
              (ii) Incentive Options.  If an Option Holder makes a disposition
 (as defined in Section 424(c) of the Code) of any Stock acquired pursuant to 
 the exercise of an Incentive Option prior to the expiration of two years from 
 the date on which the Incentive Option was granted or prior to the
 expiration of one year from the date on which the Option was exercised,
 the Option Holder shall send written notice to the Company at its principal 
 office in Greeley, Colorado (Attention:  Corporate Secretary) of the date of 
 such disposition, the number of shares disposed of, the amount of proceeds
 received from such disposition and any other information relating to such
 disposition as the Company may reasonably request.  The Option Holder shall, 
 in the event of such a disposition, make appropriate arrangements with the
 Company to provide for the amount of additional withholding, if any, required
 by Sections 3102 and 3402 of the Code and applicable state income tax laws.
           
              (j)  Issuance of Additional Option.  If an Option Holder pays all
 or any portion of the exercise price of an Option with Stock, or pays all or 
 any portion of the applicable withholding taxes with respect to the exercise
 of an Option with Stock that has been held by the Option Holder for more
 than a period, not shorter than six months, to be determined by the 
 Committee, the Committee may, in its sole discretion, grant to such Option
 Holder a new Option covering the number of shares of Stock used to pay
 such exercise price and/or withholding tax.  The new Option shall have an 
 Option Price per share equal to the Fair Market Value of a share of Stock on
 the date of the exercise of the Option and shall have the same terms and
 provisions as the exercised Option, except as otherwise determined by the
 Committee in its sole discretion.
      
         7.3  Restrictions on Incentive Options.
      
              (a)  Initial Exercise. The aggregate Fair Market Value of the 
 Shares with respect to which Incentive Options are exercisable for the first 
 time by an Option Holder in any calendar year, under the Plan or otherwise,
 shall not exceed $100,000.  For this purpose, the Fair Market Value of the
 Shares shall be determined as of the date of grant of the Option.
      
              (b)  Ten Percent Shareholders.   Incentive Options granted to an
 Option Holder who is the holder of record of 10% or more of the outstanding 
 Stock of the Company shall have an Option Price equal to 110% of the Fair
 Market Value of the Shares on the date of grant of the Option and the Option
 Period for any such Option shall not exceed five years.
      
         7.4  Shareholder Privileges.  No Option Holder shall have any rights 
 as a shareholder with respect to any shares of Stock covered by an Option
 until the Option Holder becomes the holder of record of such Stock, and no
 adjustments shall be made for dividends or other distributions or
 other rights as to which there is a record date preceding the date such Option
 Holder becomes the holder of record of such Stock, except as provided in
 Article IV.
      
      
                             ARTICLE VIII
                                    
                       RESTRICTED STOCK AWARDS

                                    
         8.1  Grant of Restricted Stock Awards.  Coincident with or following
 designation for participation in the Plan, the Committee may grant a
 Participant one or more Restricted Stock Awards consisting of Shares of
 Stock.  The number of Shares granted as a Restricted Stock Award shall be
 determined by the Committee.
      
         8.2  Restrictions.  A Participant's right to retain a Restricted
 Stock Award granted to him under Section 8.1 shall be subject to such 
 restrictions, including but not limited to his continuous employment by the
 Company or an Affiliated Corporation for a restriction period specified by the
 Committee or the attainment of specified performance goals and objectives, 
 as may be established by the Committee with respect to such Award.  The 
 Committee may in its sole discretion require different periods of employment
 or different performance goals and objectives with respect to different
 Participants, to different Restricted Stock Awards or to separate, designated
 portions of the Stock shares constituting a Restricted Stock Award.  In the
 event of the death or Disability of a Participant, or the retirement of a
 Participant in accordance with the Company's established retirement policy,
 all employment period and other restrictions applicable to Restricted Stock
 Awards then held by him shall lapse with respect to a pro rata part of each
 such Award based on the ratio between the number of full months of employment
 completed at the time of termination of employment from the grant of each
 Award to the total number of months of employment required for such Award to 
 be fully nonforfeitable, and such portion of each such Award shall become
 fully nonforfeitable.  The remaining portion of each such Award shall
 be forfeited and shall be immediately returned to the Company.  In the event
 of a Participant's termination of employment for any other reason, any
 Restricted Stock Awards as to which the employment period or other
 restrictions have not been satisfied (or waived or accelerated as provided
 herein) shall be forfeited, and all shares of Stock related thereto shall 
 be immediately returned to the Company.
      
         8.3  Privileges of a Shareholder, Transferability.  A Participant
 shall have all voting, dividend, liquidation and other rights with respect
 to Stock in accordance with its terms received by him as a Restricted Stock
 Award under this Article VIII upon his becoming the holder of record of such
 Stock; provided, however, that the Participant's right to sell, encumber, or 
 otherwise transfer such Stock shall be subject to the limitations of Section
 13.2.
      
         8.4  Enforcement of Restrictions.  The Committee shall cause a 
 legend to be placed on the Stock certificates issued pursuant to each 
 Restricted Stock Award referring to the restrictions provided by Sections 
 8.2 and 8.3 and, in addition, may in its sole discretion require one or more 
 of the following methods of enforcing the restrictions referred to in 
 Sections 8.2 and 8.3:
      
              (a)  Requiring the Participant to keep the Stock certificates, 
 duly endorsed, in the custody of the Company while the restrictions remain
 in effect; or
      
              (b)  Requiring that the Stock certificates, duly endorsed, be 
 held in the custody of a third party while the restrictions remain in effect.
      
      
                              ARTICLE IX
                                    
                              STOCK UNITS
                                    
         A Participant may be granted a number of Stock Units determined by the
 Committee.  The number of Stock Units, the goals and objectives to be 
 satisfied with respect to each grant of Stock Units, the time and manner
 of payment for each Stock Unit, and the other terms and conditions applicable
 to a grant of Stock Units shall be determined by the Committee.
      
      
                              ARTICLE X
                                    
                      STOCK APPRECIATION RIGHTS
    RIGHTS
                                    
         10.1 Persons Eligible.  The Committee, in its sole discretion, may
 grant Stock Appreciation Rights to Eligible Employees.
      
         10.2 Grant.  The Committee shall determine at the time of the
 grant of a Stock Appreciation Right the time period during which the Stock
 Appreciation Right may be exercised, which period may not commence until
 six months after the date of grant.
      
         10.3 Exercise.  A Stock Appreciation Right shall entitle a
 Participant to receive a number of shares of Stock (without any payment to
 the Company, except for applicable withholding taxes), cash, or Stock and cash,
 as determined by the Committee in accordance with Section 10.4 below.  If a
 Stock Appreciation Right is issued in tandem with an Option, except as may 
 otherwise be provided by the Committee, the Stock Appreciation Right shall
 be exercisable during the period that its related Option is exercisable. 
 A Participant desiring to exercise a Stock Appreciation Right shall give 
 written notice of such exercise to the Company, which notice shall state the
 proportion of Stock and cash that the Participant desires to receive pursuant
 to the Stock Appreciation Right exercised.  Upon receipt of the notice from 
 the Participant, the Company shall deliver to the person entitled thereto
 (i) a certificate or certificates for Stock and/or (ii) a cash payment, in
 accordance with Section 10.4 below.  The date the Company receives written
 notice of such exercise hereunder is referred to in this Article X as the 
 "exercise date".  The delivery of Stock or cash received pursuant to such 
 exercise shall take place at the principal offices of the Company within 30 
 days following delivery of such notice.
      
         10.4 Number of Shares or Amount of Cash.  Subject to the discretion 
 of the Committee to substitute cash for Stock, or Stock for cash, the amount 
 of Stock which may be issued pursuant to the exercise of a Stock
 Appreciation Right shall be determined by dividing: (a) the total number of
 shares of Stock as to which the Stock Appreciation Right is exercised, 
 multiplied by the amount by which the Fair Market Value of the Stock on the
 exercise date exceeds the Fair Market Value of a share of Stock on the date
 of grant of the Stock Appreciation Right, by (b) the Fair Market Value of the 
 Stock on the exercise date; provided, however, that fractional shares shall
 not be issued and in lieu thereof, a cash adjustment shall be paid.  In
 lieu of issuing Stock upon the exercise of a Stock Appreciation Right, the
 Committee in its sole discretion may elect to pay the cash equivalent of the 
 Fair Market Value of the Stock on the exercise date for any or all of the 
 shares of Stock that would otherwise be issuable upon exercise of the Stock
 Appreciation Right.
      
         10.5 Effect of Exercise.  If a Stock Appreciation Right is issued 
 in tandem with an Option, the exercise of the Stock Appreciation Right or the 
 related Option will result in an equal reduction in the number of
 corresponding Options or Stock Appreciation Rights which were granted in
 tandem with such Stock Appreciation Rights and Options.
      
         10.6 Termination of Employment.  Upon the termination of employment
 of a Participant, any Stock Appreciation Rights then held by such 
 Participant shall be exercisable within the time periods, and upon the same
 conditions with respect to the reasons for termination of employment, as are
 specified in Section 7.2(d) with respect to Options.
      
      
                              ARTICLE XI
                                    
                      OTHER COMMON STOCK GRANTS
    
                                    
         From time to time during the duration of this Plan, the Board may, in 
 its sole discretion, adopt one or more incentive compensation arrangements for 
 Participants pursuant to which the Participants may acquire shares of Stock,
 whether by purchase, outright grant, or otherwise.  Any such arrangements
 shall be subject to the general provisions of this Plan and all shares of
 Stock issued pursuant to such arrangements shall be issued under this Plan.
      
      
      
      
                             ARTICLE XII
                                    
                          CHANGE IN CONTROL
                                    
         12.1 In General.   Upon a change of control in the Company as 
 defined in Section 12.2, then (a) all options shall become immediately 
 exercisable in full during the remaining term thereof, and shall remain so,
 whether or not the Participants to whom such Options have been granted
 remain employees of the Company or an Affiliated Corporation; (b) all 
 restrictions with respect to outstanding  Restricted Stock Awards shall
 immediately lapse; (c) all Stock Units shall become immediately payable; and
 (d) all other Awards shall immediately become exercisable or shall vest, as 
 the case may be, without any further action or passage of time.
      
         12.2 Definition.   For purposes of this Plan, a "change in control"
 shall be deemed to have occurred if (a) a person (as such term is used in
 Section 13(d) of the 1934 Act) becomes the beneficial owner (as defined
 in Rule 13d-3 under the 1934 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 Company's Board of Directors
 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 Company's
 Board of Directors in office immediately prior to such period and of the new 
 and replacement directors so approved.
      
      
                             ARTICLE XIII
                                    
                 RIGHTS OF  EMPLOYEES; PARTICIPANTS
                                    

         13.1 Employment.  Nothing contained in the Plan or in any Award
 granted under the Plan shall confer upon any Participant any right with
 respect to the continuation of his employment by the Company or any Affiliated
 Corporation, or interfere in any way with the right of the Company or any
 Affiliated Corporation, subject to the terms of any separate employment
 agreement to the contrary, at any time to terminate such employment or to
 increase or decrease the compensation of the Participant from the rate in
 existence at the time of the grant of an Award.  Whether an authorized leave
 of absence, or absence in military or government service, shall constitute a
 termination of employment shall be determined by the Committee at the time.
      
         13.2 Nontransferability.  No right or interest of any Participant in
 an Option, a Stock Appreciation Right, a Restricted Stock Award (prior to 
 the completion of the restriction period applicable thereto), a Stock Unit,
 or other Award granted pursuant to the Plan, shall be assignable or
 transferable during the lifetime of the Participant, either voluntarily or 
 involuntarily, or subjected to any lien, directly or indirectly, by
 operation of law, or otherwise, including execution, levy, garnishment,
 attachment, pledge or bankruptcy.  In the event of a Participant's death,
 a Participant's rights and interests in Options, Stock Appreciation Rights,
 Restricted Stock Awards, other Awards, and Stock Units shall, to the extent
 provided in Articles VII, VIII, IX, X and XI, be transferable by will or the 
 laws of descent and distribution, and payment of any amounts due under the
 Plan shall be made to, and exercise of any Options may be made by, the
 Participant's legal representatives, heirs or legatees.  If in the opinion
 of the Committee a person entitled to payments or to exercise rights with 
 respect to the Plan is disabled from caring for his affairs because of 
 mental condition, physical condition or age, payment due such person may be
 made to, and such rights shall be exercised by, such person's guardian,
 conservator or other legal personal representative upon furnishing the 
 Committee with evidence satisfactory to the Committee of such status.
      
         13.3 No Plan Funding.  Obligations to Participants under the Plan
 will not be funded, trusteed, insured or secured in any manner.  The
 Participants under the Plan shall have no security interest in any assets 
 of the Company or any Affiliated Corporation, and shall be only general 
 creditors of the Company.
      
      
                             ARTICLE XIV
                                    
                       GENERAL RESTRICTIONS
                                    
         14.1 Investment Representations.  The Company may require any person 
 to whom an Option, Stock Appreciation Right, Restricted Stock Award, Stock 
 Unit, or Stock is granted, as a condition of exercising such Option or Stock
 Appreciation Right, or receiving such Restricted Stock Award, Stock Unit, or
 Stock, to give written assurances in substance and form satisfactory to the 
 Company and its counsel to the effect that such person is acquiring the
 Stock for his own account for investment and not with any present intention
 of selling or otherwise distributing the same, and to such other effects as
 the Company deems necessary or appropriate in order to comply with Federal
 and applicable state securities laws.
      
         14.2 Compliance with Securities Laws.  Each Option, Stock
 Appreciation Right, Restricted Stock Award, Stock Unit, and Stock grant
 shall be subject to the requirement that, if at any time counsel to the
 Company shall determine that the listing, registration or qualification of
 the shares subject to such Option, Stock Appreciation Right, Restricted
 Stock Award, Stock Unit, or Stock grant upon any securities exchange or
 under any state or federal law, or the consent or approval of any
 governmental or regulatory body, is necessary as a condition of, or
 in connection with, the issuance or purchase of shares thereunder, such
 Option, Stock Appreciation Right, Restricted Stock Award, Stock Unit or Stock
 grant may not be accepted or exercised in whole or in part unless such
 listing, registration, qualification, consent or approval shall have been
 effected or obtained on conditions acceptable to the Committee.  Nothing
 herein shall be deemed to require the Company to apply for or to obtain 
 such listing, registration or qualification.
      
         14.3 Changes in Accounting Rules.  Notwithstanding any other
 provision of the Plan to the contrary, if, during the term of the Plan,
 any changes in the financial or tax accounting rules applicable to Options,
 Stock Appreciation Rights, Restricted Stock Awards, Stock Units or other
 Awards shall occur which, in the sole judgment of the Committee, may have a
 material adverse effect on the reported earnings, assets or liabilities of 
 the Company, the Committee shall have the right and power to modify as
 necessary, any then outstanding and unexercised Options, Stock Appreciation
 Rights, outstanding Restricted Stock Awards, outstanding Stock Units and
 other outstanding Awards as to which the applicable employment or other
 restrictions have not been satisfied.
      
      
                              ARTICLE XV
                                    
                     OTHER EMPLOYEE BENEFITS

                                    
         The amount of any compensation deemed to be received by a Participant
  as a result of the exercise of an Option or Stock Appreciation Right, the 
  sale of shares received upon such exercise, the vesting of any Restricted
  Stock Award, distributions with respect to Stock Units, or the grant of Stock
  shall not constitute "earnings" or "compensation" with respect to which any
  other employee benefits of such employee are determined, including without
  limitation benefits under any pension, profit sharing, life insurance or
  salary continuation plan.
      
      
                             ARTICLE XVI
                                    
            PLAN AMENDMENT, MODIFICATION AND TERMINATION
                                    
         The Board may at any time terminate, and from time to time may amend or
  modify the Plan provided, however, that no amendment or modification may
  become effective without approval of the amendment or modification by the
  shareholders if shareholder approval is required to enable the Plan to
  satisfy any applicable statutory or regulatory requirements, or if the
  Company, on the advice of counsel, determines that shareholder approval is
  otherwise necessary or desirable.
      
         No amendment, modification or termination of the Plan shall in any 
  manner adversely affect any Options, Stock Appreciation Rights, Restricted 
  Stock Awards, Stock Units, Stock or other Award theretofore granted under
  the Plan, without the consent of the Participant holding such Options, Stock
  Appreciation Rights, Restricted Stock Awards, Stock Units, Stock or other 
  Awards.
      
      
                             ARTICLE XVII
                                    
                              WITHHOLDING
                                    
         17.1 Withholding Requirement.  The Company's obligations to deliver 
  shares of Stock upon the exercise of any Option, or Stock Appreciation Right,
  the vesting of any Restricted Stock Award, payment with respect to Stock
  Units, or the grant of Stock shall be subject to the Participant's
  satisfaction of all applicable federal, state and local income and other
  tax withholding requirements.
      
         17.2 Withholding With Stock.  At the time the Committee grants an
  Option, Stock Appreciation Right, Restricted Stock Award, Stock Unit, other
  Award, or Stock, it may, in its sole discretion, grant the Participant an
  election to pay all such amounts of tax withholding, or any part thereof,
  by electing to transfer to the Company, or to have the Company withhold from
  shares otherwise issuable to the Participant, shares of Stock having a
  value equal to the amount required to be withheld or such lesser amount as
  may be elected by the Participant.  All elections shall be subject to the
  approval or disapproval of the Committee.  The value of shares of Stock to 
  be withheld shall be based on the Fair Market Value of the Stock on
  the date that the amount of tax to be withheld is to be determined (the 
  "Tax Date").  Any such elections by Participants to have shares of Stock
  withheld for this purpose will be subject to the following restrictions:
      
              (a)  All elections must be made prior to the Tax Date.
      
              (b)  All elections shall be irrevocable.
      
              (c)  If the Participant is an officer or director of the Company 
  within the meaning of Section 16 of the 1934 Act ("Section 16"), the
  Participant must satisfy the requirements of such Section 16 and any
  applicable Rules thereunder with respect to the use of Stock to satisfy such
  tax withholding obligation.
      
      
                            ARTICLE XVIII
                                    
                        REQUIREMENTS OF LAW
                                    
         18.1 Requirements of Law.  The issuance of Stock and the payment of
  cash pursuant to the Plan shall be subject to all applicable laws, rules and
  regulations.
      
         18.2 Federal Securities Law Requirements.  If a Participant is an
  officer or director of the Company within the meaning of Section 16, Awards 
  granted hereunder shall be subject to all conditions required under Rule
  16b-3, or any successor rule promulgated under the 1934 Act, to qualify the
  Award for any exception from the provisions of Section 16(b) of the 1934 Act
  available under that Rule.  Such conditions shall be set forth in the
  agreement with the Participant which describes the Award or other document
  evidencing or accompanying the Award.
      
         18.3 Governing Law.  The Plan and all agreements hereunder shall be
  construed in accordance with and governed by the laws of the State of
  Colorado.
      
      
                             ARTICLE XIX
                                    
                        DURATION OF THE PLAN
                                    
         Unless sooner terminated by the Board of Directors, the Plan shall
  terminate on December 21, 2003 and no Option, Stock Appreciation Right,
  Restricted Stock Award, Stock Unit, other Award or Stock shall be granted,
  or offer to purchase Stock made, after such termination.  Options, Stock
  Appreciation Rights, Restricted Stock Awards, other Awards, and Stock Units
  outstanding at the time of the Plan termination may continue to be
  exercised, or become free of restrictions, or paid, in accordance with their
  terms.
      
      Dated:           January 20, 1997
      
                                 ELECTRONIC FAB TECHNOLOGY CORP.
    
    ATTEST:
    
    
    By:  Lloyd McConnell          By:  Jack Calderon           
         Secretary                     President and Chief Executive Officer
    
        <PAGE>
                     TABLE OF CONTENTS
                                  
                                                         Page
                                                               
    ARTICLE I - INTRODUCTION    1
              1.1     Establishment  1
              1.2     Purposes  1
              
    ARTICLE II - DEFINITIONS    1
              2.1     Definitions    1
              2.2     Gender and Number   3
              
    ARTICLE III - PLAN ADMINISTRATION     3
         
    ARTICLE IV - STOCK SUBJECT TO THE PLAN     4
              4.1     Number of Shares    4
              4.2     Other Shares of Stock    4
              4.3     Adjustments for Stock Split, Stock Dividend,  Etc.     4
              4.4     Other Distributions and Changes in the Stock 5
              4.5     General Adjustment Rules 5
              4.6     Determination by the Committee, Etc.    5
              
    ARTICLE V - CORPORATE REORGANIZATION  6
              5.1     Reorganization 6
              5.2     Required Notice     6
              5.3     Acceleration of Exercisability     6
              5.4     Limitation on Payments   7
              
    ARTICLE VI - PARTICIPATION  7
         
    ARTICLE VII - OPTIONS  8
              7.1     Grant of Options    8
              7.2     Stock Option Certificates     8
              7.3     Restrictions on Incentive Options  11
              7.4     Shareholder Privileges   12
              
    ARTICLE VIII - RESTRICTED STOCK AWARDS     12
              8.1     Grant of Restricted Stock Awards   12
              8.2     Restrictions   12
              8.3     Privileges of a Shareholder, Transferability 12
              8.4     Enforcement of Restrictions   13
              
    ARTICLE IX - STOCK UNITS    13
         
    ARTICLE X - STOCK APPRECIATION RIGHTS 13
              10.1    Persons Eligible    13
              10.2    Grant     13
              10.3    Exercise  13
              10.4    Number of Shares or Amount of Cash 14
              10.5    Effect of Exercise  14
              10.6    Termination of Employment     14
              
    ARTICLE XI - OTHER COMMON STOCK GRANTS     14
         
    ARTICLE XII - CHANGE IN CONTROL  15
              12.1    In General     15
              12.2    Definition     15
              
    ARTICLE XIII - RIGHTS OF EMPLOYEES; PARTICIPANTS     15
              13.1    Employment     15
              13.2    Nontransferability  15
              13.3    No Plan Funding     16
              
    ARTICLE XIV - GENERAL RESTRICTIONS    16
              14.1    Investment Representations    16
              14.2    Compliance with Securities Laws    16
              14.3    Changes in Accounting Rules   16
              
    ARTICLE XV - OTHER EMPLOYEE BENEFITS  17
         
    ARTICLE XVI - PLAN AMENDMENT, MODIFICATION AND TERMINATION     17
         
    ARTICLE XVII - WITHHOLDING  17
              17.1    Withholding Requirement  17
              17.2    Withholding With Stock   18
              
    ARTICLE XVIII - REQUIREMENTS OF LAW   18
              18.1    Requirements of Law 18
              18.2    Federal Securities Law Requirements     18
              18.3    Governing Law  18
              
    ARTICLE XIX - DURATION OF THE PLAN    18