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                                                                   EXHIBIT 10.12

                                   PEMSTAR INC
                             1994 STOCK OPTION PLAN

     1.   Purpose of the Plan.
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     This Plan shall be known as the "PEMSTAR INC. 1994 Stock Option Plan" and
is hereinafter referred to as the "Plan." The purpose of the Plan is to aid in
maintaining and developing personnel capable of assuring the future success of
PEMSTAR INC., a Minnesota corporation (the "Company"), to offer such personnel
additional incentives to put forth maximum efforts for the success of the
business, and to afford them an opportunity to acquire a proprietary interest in
the Company through stock options as provided herein. Options granted under this
Plan may be either incentive stock options ("Incentive Stock Options") within
the meaning of section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or options which do not qualify as Incentive Stock Options.

     2.   Stock Subject to the Plan,
          -------------------------

     Subject to the provisions of section 12, the shares of stock to be subject
to options under the Plan shall be shares of the Company's authorized common
stock. Such shares may be either authorized but unissued shares, or issued
shares which have been reacquired by the Company. Subject to the adjustment as
provided in section 12, the maximum number of shares on which options may be
exercised under this Plan shall be Three Hundred Thousand Shares (300,000)
shares. If an option under the Plan expires, or for any reason is terminated or
unexercised with respect to any shares, such shares shall again be available for
options thereafter granted during the term of the Plan.

     3.   Administration of Plan.
          ----------------------

          (a) The Plan shall be administered by the Board of Directors of the
     Company or a committee of three or more directors of the Company. The
     members of such committee shall be appointed by and serve at the pleasure
     of the Board of Directors. The group administering the Plan shall be
     referred to herein as the "Committee."

          (b) The Committee shall have plenary authority in its discretion, but
     subject to the express provisions of this Plan, (i) to determine the
     purchase price of the common shares covered by each option, (ii) to
     determine the employees to whom and the time or times at which such options
     shall be granted and the number of shares to be subject to each option,
     (iii) to determine the terms of exercise of each option, (v) to accelerate
     the time at which all or any part of an option may be exercised, (v) to
     amend or modify the terms of any option with the consent of the optionee,
     (vi) to interpret the Plan, (vii) to prescribe, amend and rescind rules and
     regulations relating to the Plan, (viii) to determine the terms and
     provisions of each option agreement under this Plan (which agreements need
     not be identical), including the designation of those options intended to
     be Incentive Stock Options, and (ix) to make all other determinations
     necessary or advisable for the administration of the Plan, subject to the
     exclusive authority of the Board of Directors under section 13 to amend or
     terminate the Plan. The Committee's
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     determinations on the foregoing matters, unless otherwise disapproved by
     the Board of Directors of the Company, shall be final and conclusive.

          (c) The Committee shall select one of its members as its Chairman and
     shall hold its meetings at such times and places as it may determine. A
     majority of its members shall constitute a quorum. All determinations of
     the Committee shall be made by not less than a majority of its members. Any
     decision or determination that is set forth in a written document and
     signed by all of the members of the Committee shall be fully effective as
     if it had been made by a majority vote at a meeting duly called and held.
     The granting of an option pursuant to the Plan shall be effective only if a
     written agreement shall have been duly executed and delivered by and on
     behalf of the Company and-the employee to whom such right is granted. The
     Committee may appoint a Secretary and may make such rules and regulations
     for the conduct of its business as it shall deem advisable.

     4.   Eligibility.
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     Incentive Stock Options may only be granted under this Plan to any full or
part-time employee (which term as used herein includes, but is not limited to,
officers and directors who are also employees) of the Company and of its present
and future subsidiary corporations (herein called "subsidiaries"). Members of
the Board of Directors of the Company, consultants or independent contractors
providing valuable services to the Company or one of its subsidiaries who are
not also employees thereof shall be eligible to receive options which do not
qualify as Incentive Stock Options. In determining the persons to whom options
shall be granted and the number of shares subject to each option, the Committee
may take into account the nature of services rendered by the respective
employees, their present and potential contributions to the success of the
Company and such other factors as the Committee in its discretion shall deem
relevant. A person who has been granted an option under the Plan may be granted
an additional option or options under the Plan if the Committee shall so
determine; provided, however, that to the extent the aggregate fair market value
(determined at the time the Incentive Stock Option is granted) of the stock with
respect to which all Incentive Stock Options are exercisable for the first time
by an employee during any calendar year (under all plans described in section
422 of the Code of his employer corporation and its parent and subsidiary
corporations described in section 424(e) or 424(f) of the Code) exceeds
$100,000, such options shall be treated as options which do not qualify as
Incentive Stock Options.

     5.   Price.
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     The option price for all Incentive Stock Options granted under the Plan
shall be determined by the Committee but shall not be less than 100% of the fair
market value of shares of the Company's common stock at the date of granting of
such option. The option price for options granted under the Plan which do not
qualify as Incentive Stock Options shall also be determined by the Committee.
For purposes of the preceding sentence and for all other valuation purposes
under the Plan, the fair market value of the Company's common stock shall be as
reasonably determined by the Committee. If on the


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date of grant of any option granted under the Plan, the common stock of the
Company is not publicly traded, the Committee shall make a good faith attempt to
satisfy the option price requirement of this section 5 and in connection
therewith shall take such action as it deems necessary or advisable.

     6.   Term.
          ----

     Each option and all rights and obligations thereunder shall, subject to the
provisions of section 9, expire on the date determined by the Committee and
specified in the option agreement. The Committee shall be under no duty to
provide terms of like duration for options granted under the Plan, but the term
of an Incentive Stock Option may not extend more than ten (10) years from the
date of granting of such option and the term of options granted under the Plan
which do not qualify as Incentive Stock Options may not extend more th n fifteen
(15) years from the date of granting of such option.

     7.   Exercise of Option.
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          (a) The Committee shall have full and complete authority to determine,
     subject to section 9, whether the option will be exercisable in full at any
     time or from time to time during the term of the option, or to provide for
     the exercise thereof in such installments, upon the occurrence of such
     events and at such times during the term of the option as the Committee may
     determine.

          (b) The exercise of any option granted hereunder shall only be
     effective at such time that the sale of common stock pursuant to such
     exercise win not violate any state or federal securities or other laws.

          (c) An optionee electing to exercise an option shall give written
     noti,ce to the Company of such election and of the number of shares subject
     to such exercise. The full purchase price of such shares shall be tendered
     with such notice of exercise. Payment shall be made to the Company either
     in cash (including check, bank draft or money order), or, at the discretion
     of the Committee., (i) by delivering certificates for shares of the
     Company's common stock already owned by the optionee having a fair market
     value equal to the full purchase price of the shares, or (ii) a combination
     of cash and such shares, or (iii) by delivering the optionee's full
     recourse promissory note, which shall provide for interest at a rate not
     less than the minimum rate required to avoid imputation of income, original
     issue discount or a below-market-rate loan pursuant to sections 483, 1274
     or 7872 of the Code or any successor provisions thereto; provided, however,
     that an optionee shall not be entitled to tender shares of the Company's
     common stock pursuant to successive, substantially simultaneous exercises
     of options granted under this or any other stock option plan of the
     Company. The fair market value of such shares shall be determined as
     provided in section 5. Until such person has been issued a certificate or
     certificates for the shares subject to such exercise, he shall possess no
     rights as a stockholder with respect to such shares.


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     8.   Additional Restrictions.
          -----------------------

     The Committee shall have full and complete authority to determine whether
all or any part of the shares of common stock of the Company acquired upon
exercise of any of the options granted under the Plan shall be subject to
restrictions on the transferability thereof or any other restrictions affecting
in any manner the optionee's rights with respect thereto, but any such
restriction shall be contained in the agreement relating to such options.

     9.   Effect of Termination of Employment or Death,
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          (a) In the event that an optionee shall cease to be employed by the
     Company or its subsidiaries, if any, for any reason other than his gross
     and willful misconduct or his death or disability as set forth in section
     9(c), such optionee shall have the right to exercise the option at any time
     within three months after such termination of employment to the extent of
     the full number of shares he was entitled to purchase under the option on
     the date of termination, subject to the condition that no option shall be
     exercisable after the expiration of the term of the option.

          (b) In the event that an optionee shall cease to be employed by the
     Company or its subsidiaries, if any, by reason of his gross and willful
     misconduct during the course of his employment, inducting but not limited
     to wrongful appropriation of funds of his employer or the commission of a
     gross misdemeanor or felony, the option shall be terminated as of the date
     of the misconduct.

          (c) If the optionee shall die while in the employ of the Company or a
     subsidiary, if any, or within three months after termination of employment
     for any reason other than gross and willful misconduct, or the optionee's
     employment is terminated because optionee has become disabled (within the
     meaning of Code section 22(e)(3)) while in the employ of the Company or a
     subsidiary, if any, and such optionee shall not have fully exercised the
     option, such option may be exercised at any time within twelve months after
     his death or the date of such disability by the optionee or the personal
     representatives of the optionee, as applicable, or by any person or persons
     to whom the option is transferred by will or the applicable laws of descent
     and distribution, to the extent of the full number of shares he was
     entitled to purchase under the option on the date of death (or termination
     of employment, if earlier) and subject to the condition that no option
     shall be exercisable after the expiration of the term of the option.

          (d) Nothing in the Plan or in any agreement thereunder shall confer on
     any employee any right to continue in the employ of the Company or any of
     its subsidiaries or affect, in any way, the right of the Company or any of
     its subsidiaries to terminate his employment at any time.

     10.  Ten Percent Shareholder Rule.
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     Notwithstanding any other provision in the Plan, if at the time an option
is otherwise to be granted pursuant to the Plan the optionee owns directly or
indirectly (within the meaning of section 424(d) of the Code) shares of common
stock of the Company possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or its parent or
subsidiary corporations (within the meaning of section 424(e) or 424(f) of the
Code), if any, then any Incentive Stock Option to be granted to such optionee
pursuant to the Plan shall satisfy the requirements of section 422(c)(7) of the
Code, the option price shall be not less than 110% of the fair market value of
the common stock of the Company determined as described herein, and such option
by its terms shall not be exercisable after the expiration of five (5) years
from the date such option is granted.

     11.  Non-Transferability.
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     No option granted under the Plan shall be transferable by an optionee,
otherwise than by will or the laws of descent or distribution as provided in
section 9(c). During the lifetime of an optionee the option shall be exercisable
only by such optionee.

     12.  Dilution or Other Adjustments.
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     If there shall be any change in the shares of the Company's common stock
through merger, consolidation, reorganization, recapitalization, stock dividend
(of whatever amount), stock split or other change in the corporate structure,
appropriate adjustments in the Plan and outstanding options shall be made by the
Committee. In the event of any such changes, adjustments shall include, where
appropriate, changes in the aggregate number of shares subject to the Plan, the
number of shares and the price per share subject to outstanding options, in
order to prevent dilution or enlargement of option rights.

     13.  Amendment or Discontinuance of Plan.
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     The Board of Directors may amend or discontinue the Plan at any time.
However, no amendment of the Plan shall, without stockholder approval: (i)
increase the maximum number of shares under the Plan as provided in section 2,
(ii) decrease the minimum option price provided in section 5, (iii) extend the
maximum option term under section 6, or (iv) materially modify the eligibility
requirements for participation in the Plan. The Board of Directors shall not
alter or impair any option theretofore granted under the Plan without the
consent of the holder of the option.

     14.  Time of Granting.
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     Nothing contained in the Plan or in any resolution adopted or to be adopted
by the Board of Directors or by the stockholders of the Company, and no action
taken by the Committee or the Board of Directors (other than the execution and
delivery of an option) shall constitute the granting of an option hereunder.

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     15.  No Guaranty of Employment.
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     Nothing in the Plan or in any agreement thereunder shall confer on any
employee any right to continue in the employ of the Company or any of its
subsidiaries or affect, in any way, the right of the Company or any of its
subsidiaries to terminate any employee's employment at any time.

     16.  Effective Date and Termination of Plan.
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     (a) The Plan was approved by the Board of Directors on May 2,1994, and
shall be approved by the shareholders of the Company within twelve (12) months
thereof.

     (b) Unless the Plan shall have been discontinued as provided in section 13,
the Plan shall terminate May 2, 1999. No option may be granted after such
termination, but termination of the Plan shall not, without the consent of the
optionee, alter or impair any rights or obligations under any option theretofore
granted.


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