As filed with the Securities and Exchange Commission on February 3, 1998; 
Registration No. 333-_________


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                            TMCI ELECTRONICS, INC.
            (Exact name of registrant as specified in its charter)

              Delaware
   (State or other jurisdiction of
   incorporation or organization)

             77-0413814
          (I.R.S. Employer
         Identification No.)


                               1875 Dobbin Drive
                          San Jose, California 95133
                                (408) 272-5700
         (Address,  including zip code,  and telephone  number,  including  area
            code, of registrant's principal executive offices)




                            TMCI ELECTRONICS, INC.
                      1995 STOCK OPTION PLAN, AS AMENDED
                           (Full Title of the Plan)




            ROLANDO LOERA                     
  President/Chief Executive Officer     
      TMCI Electronics, Inc.            
        1875 Dobbin Drive            
    San Jose, California 95133
        (408) 272-5700    
(Name, address, including zip code, and
telephone number,including area code, of    
      agent for service)


Copy to:
       THOMAS F. CHAFFIN, ESQ.            
  Rosenblum, Parish & Isaacs, P.C.              
160 W. Santa Clara Street, Suite 1500
     San Jose, California 95113
          (408) 280-2800     


<TABLE>




                        CALCULATION OF REGISTRATION FEE

<S>                   <C>              <C>                 <C>                 <C>   
Title of Each Class    Amount to be    Proposed Maximum      Proposed Maximum       Amount of
of Securities to be     Registered     Offering Price Per   Aggregate Offering  Registration Fee
    Registered                             Share (1)            Price (1)
------------------    -------------    ------------------   -----------------   ----------------
   Common Stock          500,000s            4.875              2,437,500            $737.50
------------------    -------------    ------------------   -----------------   ----------------
  Stock Options          500,000              0.01                5000                $1.48
==================    =============    ==================   =================   ================

      (1)  Estimated   pursuant  to  Rule  457(c)  solely  for  the  purpose  of
      calculating  the  filing  fee,  based on the  average  of the high and low
      prices for the Company's  Common Stock as reported on the NASDAQ  SmallCap
      Market on January 22, 1998.

</TABLE>

Part II.

FORWARD LOOKING STATEMENTS. Certain statements made in documents incorporated by
reference herein relating to the plans, objectives, and economic performance of 
the TMCI Electronics, Inc. (the "Company") go beyond historical information and 
may provide an indication of future results.  To that extent, they are forward 
looking statements within the meaning of Section 27A of the Securities Act of 
1933, as amended, and each is subject to factors that could cause the actual 
results to differ from those in the forward looking statement. Such factors are
described in the documents filed by the Company with the Securities and Exchange
Commission from time to time and are herein incorporated by reference.

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  are  incorporated  herein by reference  (a) the
Registrant's  form 10-KSB for the fiscal year ended  December  31, 1996 filed on
March 31, 1997,  (b) all other reports filed  pursuant to Section 13(d) or 15(d)
of the Securities Exchange Act of 1934, as amended, up to the date of the filing
of this registration  statement;  and (c) the form 8-A filed with the Securities
and  Exchange  Commission  on January  11,  1996.  In  addition,  all  documents
subsequently filed by the registrant  pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which de registers all securities then remaining unsold, shall be deemed
to be  incorporated by reference in this  registration  statement and shall be a
part of  this  registration  statement  from  the  date  of the  filing  of such
documents.


ITEM 4. DESCRIPTION OF SECURITIES

      Not Applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not Applicable


ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Certificate of Incorporation and the Bylaws of TMCI Electronics, Inc.,
a Delaware  Corporation (the "Company") both contain provisions which reduce the
potential  personal  liability of  directors  for certain  monetary  damages and
provide for indemnity of directors and other persons.  The Company is unaware of
any pending or threatened  litigation  against the Company or its directors that
would result in any liability for which such director would seek indemnification
or similar protection.

      The provision limiting the liability of a director for breach of a 
fiduciary duty by a director eliminates such liability to the Company and its 
shareholders to the maximum extent permissible by Delaware law.  This limitation
does not limit or eliminate the liability of a director:

                (i)   for any breach of the director's duty of loyalty to the 
                      corporation or its stockholders;

                (ii)  for acts or omissions not in good faith or which  involved
                      intentional misconduct or a knowing violation of law;

                (iii) for certain unlawful dividend payments, stock purchases or
                      stock redemptions as more fully described in Section 174 
                      of the Delaware General Corporation Law; or

                (iv)  for any transaction  from which the director  derived an
                      improper personal benefit.

      The indemnification provisions are intended to increase the protection 
provided directors and, thus, increase the Company's ability to attract and 
retain qualified persons to serve as directors.  The increased risk of
litigation combined with the possibility that the Company's insurance policy may
not cover specific acts or omissions, serves as a deterrent to qualified 
personnel serving on the Board of Directors.  The Company believes that the 
added protection against personal liability provided by the limitation on 
personal liability in its articles of incorporation and bylaws will help it 
retain its current directors and attract new directors in the future.

      The provisions  regarding  indemnification  provide, in essence,  that the
Company will  indemnify its directors  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonable
incurred in connection  with any action,  suit or proceeding  arising out of the
director's status as a director of the Company,  including actions brought by or
on behalf of the Company (shareholder  derivative actions) to the maximum extent
permitted by law.

      Delaware law  requires  that the person to be  indemnified  "acted in good
faith and in a manner the person reasonably  believed to be in the best interest
of the corporation and, in the case of a criminal  proceeding,  had no reason to
believe  the  conduct of the person was  unlawful."  In  addition,  because  the
Company is located in San Jose,  California,  the  Company  may be a  California
pseudo  foreign  corporation  under  Section  2115  of  the  California  General
Corporation Law based on certain criteria set forth therein. If, in fact, at the
time of any  action  for which  indemnification  is  sought,  the  Company  is a
California  pseudo  foreign  corporation,  the  standards  set  forth  under the
California General Corporation Law would be applicable. Currently, the standards
for  indemnification  are the same under the  California  and Delaware  laws. No
assurance can be given that they will remain the same.

      The  provisions  diminish  the  potential  rights  of action  which  might
otherwise be available to shareholders by limiting the liability of officers and
directors to the maximum  extent  allowable  under Delaware law and by affording
indemnification  against most damages and settlement  amounts paid by a director
of the Company in connection with any shareholders'  derivative action. However,
the  provisions do not have the effect of limiting the right of a shareholder to
enjoin a director  from taking  actions in breach of his  fiduciary  duty, or to
cause the  Company to rescind  actions  already  taken,  although as a practical
matter courts may be unwilling to grant such equitable remedies in circumstances
in which such actions have already been taken.  In the opinion of the Securities
and Exchange  Commission,  indemnification  for  liabilities  arising  under the
Securities Act of 1933, as amended, is contrary to public policy and, therefore,
is unenforceable.


ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

      Not Applicable

ITEM 8.     EXHIBITS.

Exhibit Number    Description

                  4.0   TMCI Electronics, Inc. 1995 Stock Option Plan
                  4.1   Amendment Number 1 to TMCI Electronics, Inc. 1995 Stock 
                        Option Plan
                  5     Opinion of Rosenblum,  Parish & Isaacs, PC re Legality 
                        23(a) Consent of Moore Stephens PC
                  23(b) Consent of Rosenblum,  Parish & Isaacs,  PC (included in
                        Exhibit 5) 24 Power of Attorney (included on Page 4)


ITEM 9.     UNDERTAKINGS.

      The undersigned registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being made, 
a post-effective amendment to this registration statement:

           (i) To include any prospectus required by section 10(a)(3) of the 
Securities Act of 1993;

           (ii) To reflect in the prospectus any facts or events arising after 
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent 
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities 
offered (if the total dollar value of securities offered would not exceed that 
which was registered) and any deviation from the low or high end of the 
estimated maximum offering range may be reflected in the prospectus filed with 
the Commission pursuant to Rule 424(b) (ss.230.424(b) of this chapter) if, in 
the aggregate, the changes in volume and price represent no more than a 20% 
change in the maximum aggregate offering price set forth in the "Calculation of 
Registration Fee" table in the effective registration statement;

           (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any 
material change to such information in the registration statement;

                  Provided, however, That paragraphs (1)(i) and (1)(ii) of
this section do not apply if the registration statement is on Form S-3, Form S-8
or Form F-3,  and the  information  required to be included in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the commission by the registrant  pursuant to section 13 or section
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in the registration statement.

(2)   To remove from registration by means of a post-effective amendment any of 
the securities being registered which remain unsold at the termination of the 
offering.

(3) That,  for  purposes  of  determining  any  liability  under the Securities 
Act of 1933,  as  amended,  (the  "Act")  each  filing  of the registrant's  
annual report  pursuant to section 13(a) or section 15(d) of the Securities 
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be 
deemed to be a new registration statement relating to the securities  offered  
therein,  and the  offering of such securities  at that  time  shall be  deemed 
to be the  initial  bona fide offering thereof.

    The  undersigned   registrant   hereby  undertakes  that,  for purposes of 
determining any liability under the Securities Act of 1933, as amended, each 
filing of the registrant's annual report pursuant to section 13(a) or section 
15(d) of the Securities  Exchange Act of 1934 (and, where applicable,  each  
filing of an  employee  benefit  plan's  annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a  new  registration  statement  
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.

    Insofar as indemnification  for liabilities  arising under the Securities  
Act of  1933,  as  amended,  may be  permitted  to  directors, officers  and  
controlling  persons  of  the  registrant  pursuant to the foregoing provisions,
or otherwise,  the registrant has been advised that in  the  opinion  of  the   
Securities   and  Exchange   Commission such indemnification  is against  public
policy as expressed in the Act and is, therefore,  unenforceable.  In the event 
that a claim for indemnification against such liabilities (other than the 
payment by the  registrant  of expenses incurred or paid by a director,  officer
of controlling person of the  registrant  in  the  successful  defense  of  any 
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection  with the securities  being  registered,  the registrant  
will, unless in the  opinion  of its  counsel  the  matter  has been  settled by
controlling precedent,  submit to a court of appropriate  jurisdiction the
question  whether such  indemnification  by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such 
issue.


                                   * * * * *






                                   

<PAGE>


                                  SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of San Jose, State of California,  on January 28,
1998.

                                    TMCI ELECTRONICS, INC.



                            By _______________________________________________
                               Rolando Loera, President/Chief Executive Officer

                               POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints Rolando
Loera and Robert Loera, jointly and severally,  his attorney-in-fact,  each with
the  power  of  substitution  for  him in any and all  capacities,  to sign  any
amendments (including post-effective amendments) to this Registration Statement,
and to file the same,  with exhibits  thereto and other  documents in connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all  that  each of  said  attorney  in-fact,  or his  substitute  or
substitutes, may do or cause to be done by virtue hereof.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

     Signature                      Title                       Date



/s/ Rolando Loera            President and                    February 3, 1998
---------------------------- Chairman of the Board of Directors
Rolando Loera                (Principal Executive Officer) 
                     




/s/ Charles E. Shaw           Vice President, Chief Financial  February 3, 1998
----------------------------- Officer, and Director
Charles E. Shaw               (Principal Financial Officer)


/s/Robert Loera               Controller, Secretary, and       February 3, 1998
----------------------------- Director
Robert Loera                  (Principal Accounting Officer)


/s/ Dominic Polemini          Director                         February 3, 1998
-----------------------------
Dominic Polemini



/s/ Thomas F. Chaffin         Assistant Secretary and          February 3, 1998
----------------------------- Director
Thomas F. Chaffin


/s/  Boris Lipkin             Director                         February 3, 1998
-----------------------------  
Boris Lipkin.


/s/  Robert C. Fink           Director                         February 3, 1998
-----------------------------
Robert C. Fink





                                   

<PAGE>

                                 EXHIBIT INDEX

Exhibit Number         Description

      4.0         TMCI Electronics, Inc. 1995 Stock Option Plan
      4.1         Amendment to TMCI Electronics 1995 Stock Option Plan
      5           Opinion of Rosenblum,  Parish & Isaacs, PC re Legality 
      23(a)       Consent of Moore Stephens PC
      23(b)       Consent of Rosenblum,  Parish & Isaacs,  PC (included in
                  Exhibit 5). 
      24          Power of Attorney (included on Page 4).






























































<PAGE>
                                                                     Exhibit 4.0
                             TMCI ELECTRONICS, INC.
                             1995 STOCK OPTION PLAN



SECTION 1.  Purpose.  The purpose of the TMCI Electronics, Inc. 1995 Stock 
Option Plan is to advance the interests of TMCI Electronics, Inc.(the "Company")
by enabling officers, employees and consultants of the Company and its 
Affiliates to participate in the Company's future and to enable the Company to 
attract and retain such persons by offering them proprietary interests in the 
Company.

SECTION 2.  Definitions.  For purposes of the Plan, the following terms are 
defined as set forth below:

      a. "Affiliate" means a corporation or other entity controlled directly, or
indirectly through one or more intermediaries,  by the Company and designated by
the Committee as such.

      b. "Award" means an award granted to a Participant  in the form of a Stock
Appreciation Right, Stock Option, or Restricted Stock, or any combination of the
foregoing.

      c. "Board" means the Board of Directors of the Company.

      d. "Cause" shall have the meaning set forth in Section 8.

      e. "Change" in Control" in Control"  shall have a the meaning set forth in
Section 11.

      f. "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any successor thereto.

      g.  "Commission"  means the  Securities  and  Exchange  Commission  or any
successor agency.

      h. "Committee" means the Committee referred to in Section 5.

      i. "Common  Stock" means common  stock,  $.01 per share par value,  of the
Company.

      j. "Company" means TMCI Electronics, Inc., a Delaware corporation.

      k.  "Disability"  means permanent and total disability as determined under
procedures established by the Committee for purposes of the Plan.

      l. "Disinterested Person" shall mean a director who is not, during the one
year prior to service as an  administrator  of the Plan, or during such service,
granted or awarded equity  securities  pursuant to the Plan or any other plan of
the Company or any of its affiliates,  except as permitted by Rule 16b- 3(b)(2),
as  promulgated  by the  Commission  under the Exchange  Act, or as such term is
defined under any successor rule adopted by the Commission.

      m. "Exchange  Act" means the  Securities  Exchange Act of 1934, as amended
from time to time, and any successor thereto.

      n. "Fair Market  Value" means the average,  as of any given date,  between
the highest and lowest reported closing bid and asked prices of the Stock on
NASDAQ or the closing sale price as of any given date if the Stock is listed on 
a national securities exchange or the NASDAQ National Market System.  If there 
is no regular public trading-market for such Stock under circumstances specified
above, the Fair Market Value of the Stock shall be determined by the committee
in good faith.

      o.  "Incentive  Stock  Option"  means any Stock Option  intended to be and
designated as an "incentive  stock option"  within the meaning of Section 422 of
the Code.

      p.  "Non-qualified  Stock  Option"  means any stock  Option that is not an
Incentive Stock Option.

      q. "Normal  Retirement"  means retirement from active  employment with the
Company  or an  Affiliate  at or  after  age 65 or at such  other  age as may be
specified by the Committee.

      r.  "Participant"  means an employee or consultant of the Company or of an
Affiliate to whom as Award has been granted which has not terminated, expired or
been fully exercised.

      s. "Plan" means the TMCI Electronics,  Inc. 1995 Stock Option Plan, as set
forth herein and as hereinafter amended from time to time.

      t.  "Restricted  Period"  means the period of time,  which may be a single
period  or  multiple  periods,  during  which  Restricted  Stock  awarded  to  a
Participant  remains  subject  to the  restrictions  imposed on such  Stock,  as
determined by the Committee.

      u.  "Restrictions"  means  the  restrictions  and  conditions  imposed  on
Restricted Stock awarded to a Participant, as determined by the Committee, which
must be  satisfied  in order for the  Restricted  Stock to vest,  in whole or in
part, in the Participant.

      v.  "Restricted  Stock"  means an Award  of  Stock  on which  are  imposed
Restriction  Period(s) and Restrictions whereby the Participant's rights to full
enjoyment  of  the  Stock  are  conditioned  upon  the  future   performance  of
substantial   services  by  any  individual  or  are  otherwise   subject  to  a
"substantial  risk of forfeiture"  within the meaning of Section 83 of the Code,
as amended.

      w.  "Restricted  Stock  Agreement"  means a  written  agreement  between a
Participant and the Company evidencing as award of Restricted Stock.

      x.  "Restricted  Stock Award  Date" means the date on which the  committee
awarded Restricted Shares to the Participant.

      y.  "Retirement"  means Normal Retirement or early retirement if a defined
benefit or 401(k) retirement plan of the Company provides for same.

      z.  "Rule 16b-3" means Rule 16b-3, as promulgated by the Commission 
granted under Section 16(b) of the Exchange Act, as amended from time to time.

aa.      "Stock" means the Common Stock.

bb.       "Stock Appreciation Right" means a right granted under Section 9.

cc.      "Stock Option" or "Option" means an option granted under Section 8.

dd.      Termination of Employment" means the termination of the Participant's 
employment with the Company and any Affiliated.  A Participant employed by an 
Affiliate shall also be deemed to incur a Termination of Employment if the 
Affiliate ceases to be an Affiliate and the Participant does not immediately 
thereafter become an employee of the Company or another Affiliate.

       In addition,  certain other terms used herein have  definitions  given to
them in the first place in which they are used.


 SECTION 3. Effective Date.

       The  effective  date of the Plan shall be the date upon which the Plan is
approved by the stockholders of the Company.

SECTION 4.  Stock Subject to Plan.

       The total number of shares of Stock reserved and available for 
distribution pursuant to Awards under the Plan shall be 500,000 shares of Stock.
Such shares may consist, in whole or in part, of authorized and unissued shares
or treasury shares.

      If any  shares of Stock that have been  Optioned  cease to be subject to a
 Stock  Option,  if any  shares  of Stock  that are  subject  to any  Award  are
 forfeited or if any Award  otherwise  terminates  without a distribution  being
 made to the  Participant  in the form of  Stock,  such  shares  shall  again be
 available  for  distribution  in  connection  with  Awards  under the Plan.  In
 addition, any stock purchased by a Participant upon exercise of an Option under
 the Plan which is subsequently repurchased by the Company pursuant to the terms
 of such Option may again be the subject of an Option under the Plan.

      In   the   event   of   any   merger,    reorganization,    consolidation,
 recapitalization  (including  but not  limited to the  issuance of Stock or any
 securities  convertible  into Stock in exchange for securities of the Company),
 stock dividend, stock split or reverse stock split,  extraordinary distribution
 with  respect  to the  Stock or other  similar  change in  corporate  structure
 affecting the Stock,  such  substitution  or  adjustments  shall be made in the
 aggregate  number of shares reserved for issuance under the Plan, in the number
 and Option  price of shares  subject to  outstanding  Stock  Options  and Stock
 Appreciation  Rights,  and in the number of shares subject to other outstanding
 Awards  granted under the Plan as may be determined  to be  appropriate  by the
 Committee, in its sole discretion; provided, however, that the number of shares
 subject to any Award shall always be a whole number. Such adjusted Option price
 shall also be used to  determine  the amount  payable by the  Company  upon the
 exercise of any Stock Appreciation Right associated with any Stock Option.

SECTION 5.  Administration.

      The Plan shall be administered by the Stock Award Committee ("Committee") 
of the Board or such other committee of the Board, composed of not less than two
directors both of whom shall be Disinterested Persons unless otherwise 
determined by the Board.  Each member of the Committee shall be appointed by and
serve at the pleasure of the Board.  If at any time no Committee shall be in 
place, the functions of the Committee specified in the Plan shall be exercised 
by the Board.

      The  Committee  shall have plenary  authority to grant Awards to officers,
employees, and consultants of the Company or an Affiliate.

      Among other things, the Committee shall have the authority, subject to the
terms of the Plan:

      (a) to select the officers,  employees and  consultants to whom Awards may
from time to time be granted;

      (b) to determine whether and to what extent Incentive Stock Options, 
Non-qualified Stock Options, Stock Appreciation Rights and Restricted Stock, or 
any combination thereof are to be granted hereunder;

      (c) to determine the number of shares to Stock to be covered by each Award
granted hereunder;

      (d) to determine the terms and conditions of any Award granted hereunder
(including, but not limited to, the Option price, any vesting restrictions or 
limitation, any repurchase rights in favor of the Company and any vesting 
acceleration of forfeiture waiver regarding any Award and the shares of Stock 
relating thereto, based on such factors as the Committee shall determine);

      (e) to adjust the terms and conditions, at any time or from time to time, 
of any Award, including with respect to performance goals and measurements 
applicable to performance-based Awards pursuant to the terms of the Plan;

      (f) to determine under what  circumstances an Award may be settled in cash
or Stock:

      (g)   if appropriate, to determine Fair Market Value; and

      (h) to substitute new Stock Options for Previously  granted Stock Options,
including previously granted Stock Options having higher Option prices.

      The  Committee  shall have the  authority to adopt,  alter and repeal such
administrative  rules,  guidelines and practices governing the Plan as it shall,
from time to time, deem advisable,  to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any  agreement  relating  thereto)
and to otherwise supervise the administration of the Plan.

      The  Committee  may act only by a majority of its members  then in office,
except that the members thereof may authorize any one or more of their number or
any officer of the Company to execute  and  deliver  documents  on behalf of the
Committee.

      Any determination  made by the Committee pursuant to the provisions of the
Plan with respect to any Award shall be made in its sole  discretion at the time
of the grant of the Award or, unless in contravention of any express term of the
Plan, at any time  thereafter.  All decisions made by the Committee  pursuant to
the provisions of the Plan shall be final and binding on all persons,  including
the Company and Participants.

SECTION 6.  Eligibility.

      Officers, employees and consultants of the Company and its Affiliates (but
excluding  members  of the  Committee  who are  Disinterested  Persons)  who are
responsible for or contribute to the management, growth and profitability of the
business of the Company and its  Affiliates  are  eligible to be granted  Awards
under the Plan. Any person who files with the Committee,  in a form satisfactory
to the Committee, a written waiver of eligibility to receive any Award under the
Plan shall not be eligible  to receive an Award under the Plan for the  duration
of the waiver.

SECTION 7.  Duration of the Plan.

      The Plan shall  terminate ten (10) years from the effective date specified
in  Section 3 of the Plan,  unless  terminated  earlier  pursuant  to Section 12
hereto, and no Options may be granted thereafter.

SECTION 8.  Stock Options.

      Stock options granted under the Plan may be of two types:  Incentive Stock
options and Non-qualified Stock Options.  Any Stock Option granted under the 
Plan shall be in such form as the Committee may from time to time approve.

      The Committee shall have the authority to grant any optionee Incentive
Stock Options, Non-qualified Stock Options or both types of Stock Options (in 
each case with or without Stock Appreciation Rights).  Incentive Stock Options 
may be granted only to employees of the Company and its subsidiaries (within the
meaning of Section 424(f) of the Code).  To the extent that any Stock Option is 
not designated as an Incentive Stock Option or even if so designated does not 
qualify as an Incentive Stock Option, it shall constitute a Non-qualified Stock
Option.

      Stock  Options  shall be  evidenced  by Option  agreements,  the terms and
provisions of which may differ.  An Option  agreement shall indicate on its face
whether it is an  agreement  for an Incentive  Stock  Option or a  Non-qualified
Stock Option.  The grant of a Stock Option shall occur on the date the Committee
by resolution  selects an individual to be a participant in any grant of a Stock
Option,  determines  the  number of shares of Stock to be  subject to such Stock
Option to be granted to such  individual  and specifies the terms and provisions
of the Option agreement.  The Company shall notify a Participant of any grant of
a Stock  Option,  and a written  Option  agreement or  agreements  shall be duly
executed  and  delivered  by the Company to the  Participant,  which among other
things,  will make  appropriate  arrangements  with respect to the Company's tax
withholding  obligations.  Such agreement or agreements  shall become  effective
upon execution by the participant.

      Anything in the Plan to the contrary notwithstanding,  no term of the Plan
relating to Incentive Stock Options shall be interpreted, amended or altered nor
shall any  discretion or authority  granted under the Plan be exercised so as to
disqualify the Plan under Section 422 of the Code or, without the consent of the
optionee  affected,  to disqualify any Incentive Stock Option under such Section
422.

      Options granted under the Plan shall be subject to the following terms and
conditions  and  shall  contain  such  additional  terms and  conditions  as the
Committee shall deem desirable:

      (a)   Option Price.  The Option price per share of Stock purchasable under
an Option shall be determined by the Committee and set forth in the Option 
agreement, and shall not be less than the Fair Market Value of the Stock subject
to the Option on the date of grant in the case of Incentive Stock Options and 
not less than 50% of the Fair Market Value of the Stock subject to the Option on
the date of grant in the case of Non-qualified Stock Options.
            

      (b)   Option Term.  The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than 10 years
after the date of grant; and no Non-qualified Stock Option shall be exercisable 
more than 10 years and one day after the date the Stock Option is granted.
           

      (c)   Exercisability.  Subject to Section 12, Stock Options shall 
otherwise be exercisable at such time or times and subject to such terms and 
conditions as shall be determined by the committee.  If the Committee provides 
that any Stock Option is exercisable only in installments, the Committee may at 
any time waive such installments exercise provisions, in whole or in part, based
on such factors as the Committee may determine.  In addition, the Committee may 
at any time accelerate the exercisability of any Stock Option.

       (d)  Methods of Exercise.  Subject to the provisions of this Section 8, 
Stock Options may be exercised, in whole or in part, at any time during the 
Option period by giving written notice of exercise to the Company specifying the
number of shares of Stock subject to the Stock Option to be purchased.
            

       Such notice shall be accompanied by payment in full of the purchase price
by certified or bank check or such other instrument as the Company may accept.  
If approved by the Committee, payment in full or in part may also be made in the
form of unrestricted Stock already owned by the optionee of the same class as 
the Stock subject to the Stock Option  provided, however, that, in the case of 
an Incentive Stock Option, the right to make a payment in the form of already
owned shares of Stock of the same class as the Stock subject to the Stock option
shall be authorized only at the time the Stock Option is granted.

      An optionee  shall have all of the rights of a stockholder  of the Company
 holding  the class or series of Stock  that is  subject  to such  Stock  Option
 (including,  if  applicable,  the  right to vote the  shares  and the  right to
 receive dividends), when the optionee has given written notice of exercise, and
 has paid in full for such shares.  In the discretion of the Committee,  payment
 for any Stock  subject to an option may also be made by  delivering  a properly
 executed  exercise  notice to the Company  together with a copy of  irrevocable
 instructions to a broker to deliver  promptly to the Company the amount of sale
 or loan proceeds to pay the purchase  price.  To facilitate the foregoing,  the
 Company may enter into agreements for  coordinated  procedures with one or more
 brokerage  firms.  The value of  previously  owned Stock  exchanged  in full or
 partial  payment for the shares  purchased upon the exercise of an Option shall
 be equal to the  aggregate  Fair Market Value of such shares on the date of the
 exercise of such Option.

       (e)  Non-transferability  of Options  Non-transferability  of Options. No
 Stock Option shall be transferable by the optionee other than by will or by the
 laws of descent and  distribution,  and all Stock Options shall be exercisable,
 during the  optionee's  lifetime,  only by the  optionee or by the  guardian or
 legal  representative  of the  optionee,  it being  understood  that the  terms
 "holder" and "optionee"  include the guardian and legal  representative  of the
 optionee  named in the  Option  agreement  and any  person to whom an Option is
 transferred by will or the laws of descent and distribution.

       (f)  Termination by Death.  If an optionee's employment terminates by 
reason of death, any Stock Option held by such optionee may thereafter be 
exercised, to the extent then exercisable or on such accelerated basis as the 
Committee may determine, for a period of one year and one day (or such other 
period as the Committee may specify) from the date of such death or until the
expiration of the stated term of such Stock Option, whichever period is the
shorter.
  

       (g)  Termination  by Reason of Disability.  If any optionee's  employment
  terminates by reason of Disability, any Stock Option held by such optionee may
  thereafter be exercised by the optionee,  to the extent it was  exercisable at
  the time of  termination  or on such  accelerated  basis as the  Committee may
  determine, for a period of one year and one day (or such shorter period as the
  Committee  may  specify  at  grant)  from  the  date  of such  termination  of
  employment  or until the  expiration  of the stated term of such Stock Option,
  whichever period is the shorter; provided,  however, that if the optionee dies
  within such one year and one day period (or such  shorter  period  ending upon
  the expiration of the stated term of the Stock Option),  any unexercised Stock
  Option held by such optionee shall, notwithstanding the expiration of the such
  one year and one day period, continue to be exercisable to the extent to which
  it was  exercisable  at the time of death for a period of one year and one day
  from the date of such death or until the expiration of the stated term of such
  Stock Option,  whichever period is the shorter. In the event of termination of
  employment by reason of disability,  if an Incentive Stock Option is exercised
  after the  expiration  of the  exercise  periods  that apply for  purposes  of
  Section 422 of the Code,  such Stock  Option will  thereafter  be treated as a
  Non-qualified Stock Option.

            (h) Other Termination.  Unless otherwise determined by the Committee
and subject to the provisions of Section 11 of the Plan, if an optionee incurs a
Termination  of Employment  for any reason other than death or  Disability,  any
Stock Option held by such optionee shall thereupon  terminate,  except that such
Stock Option, to the extent then exercisable, may be exercised for the lesser of
three months and one day from the date of such  Termination of Employment or the
balance of such Stock  Option' term if such  Termination  of  Employment  of the
optionee is involuntary and without Cause.  Unless  otherwise  determined by the
Committee,  for the purposes of the Plan "Cause"  shall have the same meaning as
that set forth in any employment or severance  agreement,  in effect between the
Company and the Participant.  Otherwise, it shall mean (1) the conviction of the
optionee for  committing  a felony under  Federal law or the law of the state in
which such action  occurred,  (2)  dishonesty  in the course of  fulfilling  the
optionee's  employment duties or (3) willful and deliberate  failure on the part
of the optionee to perform his employment duties in any material respect.

            (i)   Cashing Out of Option.  On receipt of written notice of 
exercise, the Committee may, in its sole discretion, elect to cash out all or 
part of any Stock Option to be exercised by paying the optionee an amount, in 
cash or Stock, equal to the excess of the Fair Market Value of the Stock that is
the subject of the Option over the Option price times the number of shares of 
Stock subject to the option on the effective date of such cash out.
       

            Cash outs relating to Options held by optionees who are acturally or
potentially  subject to Section  16(b) of the Exchange Act shall comply with the
"window period" provisions of Rule 16b-3, to the extent applicable,  and, in the
case of cash outs of  Non-qualified  Stock Options held by such  optionees,  the
Committee  may  determine  Fair  Market  Value  with  reference  to the  pricing
provision of Section 9(b)(ii)(2).

SECTION 9.  Stock Appreciation Rights.

      (a)   Grant and Exercise.  Stock Appreciation Rights may be granted in 
conjunction with all or part of any Stock Option granted under the Plan.  In the
case of a Non-qualified Stock Option, such rights may be granted either at or 
after the time of grant of such Stock Option.  In the case of an Incentive Stock
Option, such rights may be granted only at the time of grant of such Stock 
Option.  A Stock Appreciation Right shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option.

      A Stock Appreciation Right may be exercised by an optionee in accordance
with Section 9(b) by surrendering the applicable portion of the related Stock
Option in accordance with procedures established by the Committee.  Upon such 
exercise and surrender, the optionee shall be entitled to receive an amount
determined in the manner prescribed in Section 9(b).  Stock Options which have 
been so surrendered shall no longer be exercisable to the extent the related 
Stock Appreciation Rights have been exercised.

      (b)   Terms and Conditions.  Stock Appreciation Rights shall be subject to
such terms and conditions as shall be determined by the Committee, including the
following:

      (i) Stock  Appreciation  Rights shall be exercisable  only at such time or
times  and to the  extent  that the  Stock  Options  to which  they  relate  are
exercisable  in accordance  with the provisions of Section 8 and this Section 9;
provided,  however,  that a Stock  Appreciation  Right shall not be  exercisable
during  the  first six  months of its term by an  optionee  who is  actually  or
potentially  subject to Section  16(b) of the  Exchange  Act,  except  that this
limitation  shall not apply in the event of death or  Disability of the optionee
prior to the expiration of the six-month period.

      (ii)  Upon the exercise of a Stock Appreciation Right, an optionee shall 
be entitled to receive an amount in cash, shares of Stock or both equal in value
to the excess of the Fair Market Value of one share of Stock over the option 
price per share specified in the related Stock Option multiplied by the number 
of shares in respect of which the Stock Appreciation Right shall have been 
exercised, with the Committee having the right, in its sole discretion, to 
determine the form of payment.

      In the case of Stock Appreciation Rights relating to Stock Options held by
optionees  who are  acturally  or  potentially  subject to Section  16(b) of the
Exchange Act, the Committee:

            (1)   may require that such Stock Appreciation Rights be exercised 
only in accordance with the applicable "window period" provisions of Rule 16-b3;
and

            (2)   in the case of Stock Appreciation Rights relating to Non-
qualified Stock Options, may provide that the amount to be paid upon exercise of
such Stock Appreciation Rights during a Rule 16b-3 "window period" shall be 
based on the highest mean sales price of the Stock on NASDAQ, or on such 
national securities exchange upon which the Stock may be traded, on any day 
during such "window period".

      (iii) Stock Appreciation Rights shall be transferable only when and to the
extent that the  underlying  Stock Option would be  transferable  under  Section
8(e).

      (iv) Upon the exercise of a Stock Appreciation  Right, the Stock Option or
part thereof to which such Stock  Appreciation  Right is related shall be deemed
to have been  exercised for the purpose of  determining  the number of shares of
Stock  available for issuance under the Plan in accordance with Section 5 of the
Plan, but only to the extent of the number of shares resulting from dividing the
value of the Stock Appreciation Right at the time of exercise by the Fair Market
Value of one share of Stock determined in accordance with this Section 9.

SECTION 10.       Terms of Restricted Stock Awards.

      Subject to and consistent with the provisions of the Plan, with respect to
each Award of Restricted Stock to a Participant, the Committee shall determine:

      (a) the terms and conditions of the Restricted Stock Agreement between the
Company and the Participant evidencing the Award;

      (b)   the Restricted Period for all or a portion of the Award;

      (c)   the Restrictions applicable to the Award, including but not limited 
to, continuous employment with the Company for a specified term or the 
attainment of specific corporate, divisional or individual performance standards
or goals, which Restricted Period and Restrictions may differ with respect to 
each Participant;

      (d)   whether the Participant shall receive the dividends and other 
distributions paid with respect to an award of the Restricted Stock as declared 
and paid to the holders of Stock during the Restricted Period or shall be 
withheld by the Company for the account of the Participant until the Restricted 
Periods have expired or the Restrictions have been satisfied, and whether 
interest shall be paid on such dividends and other distributions withheld, and 
if so, the rate of interest to be paid;

      (e)   the percentage of the Award which shall vest in the Participant in 
the event of death, Disability or Retirement prior to the expiration of the 
Restricted Period or the satisfaction of the Restrictions applicable to an award
of Restricted Stock; and

      (f)   notwithstanding the Restricted Period and the Restrictions imposed 
on the Restricted Shares, as set forth in a Restricted Stock Agreement, whether 
to shorten the Restriction the Restricted Period or waive any Restrictions, if 
the Committee concludes that it is in the best interests of the Company to do 
so.

      Upon an award of Restricted Stock to a Participant, the stock certificate 
representing the Restricted Stock to a Participant, the stock certificate 
representing the Restricted Stock shall be issued and transferred to and in the 
name of the Participant, whereupon the Participant shall become a stockholder of
the Company with respect to such Restricted Stock and shall be entitled to vote 
the Stock.  Such stock certificates shall be held in custody by the Company, 
together with stock powers executed by the Participant in favor of the Company, 
until the Restricted Period expires and the Restrictions imposed on the 
Restricted Stock are satisfied.

SECTION 11.       Change of Control.

      (a)   Upon the occurrence of an event of "Change of Control", as defined 
below and subject to such additional conditions and restrictions as the 
Committee may determine at the time of the granting of the Award:

      (i)   any and all outstanding Options shall become immediately 
exercisable;

      (ii)  the Restricted Period and Restrictions imposed on the Restricted 
Stock shall lapse, and the Restricted Stock shall vest in the Participant to the
extent determined by the Committee; and

      (iii)  within  ten  business  days  after  the  occurrence  of a Change of
Control, the certificates  representing the Restricted Stock so vested,  without
any  restrictions  or legend  thereon,  other than as required by law,  shall be
delivered to the  Participant,  and any  dividends and  distributions  paid with
respect to the Restricted Stock which were escrowed during the Restricted Period
and the earnings thereon shall be paid to the Participant.

      (b)   A "Change of Control" shall occur when, in addition to the 
occurrence of such other events as the Committee may determine at the time of 
the grant of the Award, one or more of the following events occurs:

      (i) any "Person" (which term, when used in this Section 11, shall mean two
or more persons acting as a partnership, limited partnership, syndicate or other
group for the purpose of  acquiring,  holding or disposing of  securities of the
issuer or shall have such other meaning assigned to it in a successor  provision
to Section  13(d) of the Exchange  Act) is or becomes  without the approval of a
majority of the Continuing  Directors (as defined below) the "beneficial  Owner"
(which  term,  when used in this  Section  11,  shall  include  any person  who,
directly  or  indirectly,  through  any  contract,  arrangement,  understanding,
relationship  or  otherwise  has or shares (i) voting  power which  includes the
power  to vote or to which  includes  the  power to  dispose  or to  direct  the
disposition  of  such  security,  or  such  other  meaning  assigned  to it in a
successor  provision to Rule 13d-3 promulgated under the Exchange Act), directly
or indirectly,  of Voting Stock (as defined below)  representing  twenty percent
(20%)  or  more o the  votes  entitled  to be cast by the  holders  of all  then
outstanding Shares of the Company; or

      (ii) the  stockholders  of the Company  approve a definitive  agreement or
plan to merge or consolidate the Company with or into another corporation, or to
sell,  or  otherwise  dispose  of,  all or  substantially  all of the  Company's
property and assets,  or to liquidate the Company or the business of the Company
for which the participant's services are principally performed is disposed of by
the Company pursuant to a sale of assets (including stock of a subsidiary of the
Company), a merger or consolidation or otherwise; or

      (iii) the  individuals  who are Continuing  Directors of the Company cease
without the approval of a majority of the Continuing Directors for any reason to
constitute at least a majority of the Board of the Company.

      The term "Continuing  Director" means (i) any member of the Board who is a
member of the Board on the effective date of the registration statement relating
to the initial public offering of the Company's  securities,  or (ii) any person
who subsequently  becomes a member of the Board whose nomination for election or
election to the Board is recommended or approved by a two-thirds majority of the
Continuing  Directors.  The term "Voting  Stock" means all capital  stock of the
Company which by its terms may be voted on all matters submitted to stockholders
of the Company generally.

SECTION 12.       Amendments and Termination.

      The Board may amend,  alter,  or  discontinue  the Plan, but no amendment,
alteration or discontinuation shall be made which would (i) impair the rights of
an Award theretofore granted without the Participant's  consent,  except such an
amendment  made to cause the Plan to qualify for the exemption  provided by Rule
16b-3, or (ii) disqualify the Plan from the exemption provided by Rule 16b-3. In
addition,  no such amendment shall be made without the approval of the Company's
stockholders to the extent such approval is required by law or agreement.

      The  Committee  may amend the  terms of any  Stock  Option or other  Award
theretofore granted, prospectively or retroactively, but no such amendment shall
impair the rights of any holder  without  the  holder's  consent  except such an
amendment made to cause the Plan or Award to qualify for the exemption  provided
by rule  16b-3.  The  Committee  may  also  substitute  new  Stock  Options  for
previously  granted Stock Options,  including  previously  granted Stock Options
having higher option prices.

      Subject to the above  provisions,  the Board shall have authority to amend
the Plan to take into account  changes in law and tax and accounting  rules,  as
well as other  developments  and to grant  Awards which  qualify for  beneficial
treatment under such rules without shareholder approval.

SECTION 13.       General Provisions.

      (a)  Nothing  contained  in the  Plan  shall  prevent  the  Company  or an
Affiliate from adopting other or additional  compensation  arrangements  for its
employees.

      (b)   The Plan shall not confer upon any employee any right to continued 
employment nor shall it interfere in any way with the right of the Company or an
Affiliate to terminate the employment of any employee at any time.

      (c)   No later than the date as of which an amount first becomes 
includable in the gross income of the Participant for Federal income tax 
purposes with respect to any Award under the Plan, the Participant shall pay to
the Company, or make arrangements satisfactory to the Company regarding the 
payment of, any Federal, state, local or foreign taxes of any kind required by 
law to be withheld with respect to such amount.  Unless otherwise determined by 
the Company, withholding obligations may be settled with Stock, including Stock 
that is part of the Award that gives rise to the withholding requirement.  The 
obligations of the Company under the Plan shall be conditional on such payment 
or arrangements, and the Company and its Affiliates shall, to the extent 
permitted by law, have the right to deduct any such taxes from any payment 
otherwise due to the participant.

      (d)   The Committee shall establish such procedures as it deems 
appropriate for a Participant to designate a beneficiary to whom any amounts 
payable in the event of the participant's death are to be paid.

      (e) Agreements  entered into by the Company and  Participants  relating to
Awards  under the Plan,  in such form as may be approved by the  Committee  from
time to time,  to the  extent  consistent  with or  permitted  by the Plan shall
control with respect to the terms and  conditions of the subject  Award.  If any
provisions of the Plan or any agreement  entered into pursuant to the Plan shall
be held invalid or unenforceable,  such invalidity or unenforceability shall not
affect any other provisions of the Plan or the subject agreement.

      (f)   The Plan and all Awards made and actions taken thereunder shall be 
governed by and construed in accordance with the laws of the State of Delaware.




<PAGE>
                                                                     Exhibit 4.1
                                AMENDMENT NO. 1

                                      TO

                            TMCI ELECTRONICS, INC.

                            1995 STOCK OPTION PLAN

Each Subsection below replaces in its entirety the subsection to which it 
corresponds in the 1995 Stock Option Plan

Section 8.  Stock Options.

      (a) Option Price. The option price shall be not less than 100% of the fair
market value of the Stock at the time the option is granted,  which shall be the
date the Committee  and/or Board, or its delegate,  awards the grant,  except in
the case of non-statutory stock options, in which case the option price shall be
not less than 85% of the fair  market  value of the Stock at the time the option
is granted. If the Participant,  at the time the option is granted,  owns shares
possessing more than ten percent (10%) of the total combined voting power of all
the classes of stock of the Company or of its  Affiliates,  the option  price of
incentive  and  non-statutory  stock  options shall be not less than 110% of the
fair  market  value of the Stock at the time the  option is  granted.  [The fair
market value of the Stock shall be determined  and the option price of the Stock
set by the  Committee  and/or Board in  accordance  with the  valuation  methods
described in Section 20.2031-2 of the Treasury Regulations.]

      (b) Option Term.  The  Committee  and/or  Board may grant  options for any
term, but shall not grant any options for a term longer than ten (10) years from
the date the  option  is  granted  (except  in the case of an  incentive  option
granted to an  Affiliate in which case the term shall be no longer than five (5)
years  from the date the option is  granted).  Each  option  shall be subject to
earlier termination as provided in this Section 8 of this Plan. In addition, the
Committee and/or Board may, upon notice given at any time subsequent to the date
four and one-half years after the effective date of its grant,  shorten the term
of

any individual  outstanding  non-statutory option so that such option terminates
on a date not earlier  than six (6) months  after the date of such  notice.  The
Committee  and/or Board has the right in its sole and absolute  discretion to so
shorten the term of any individual outstanding option(s) it deems appropriate.

      (c) Exercisability.  Subject to Section 12, each option granted under this
Plan shall be exercisable on such date or dates, upon or after the occurrence of
certain  events,  or  upon or  after  the  achievement  of  certain  performance
milestones which dates may be advanced or which  occurrences or achievements may
be waived in whole or in part or extended at the discretion of the Committee and
during such period and for such number of Shares as shall be  determined  by the
Committee. Even if an option becomes exercisable upon the achievement of certain
performance milestones, it shall vest at a minimum rate of 20% per year, so long
as the option or Shares  underlying  the Option are issued  pursuant to a permit
issued by the California Department of Corporations, and such minimum vesting is
a requirement of issuance of such permit. If an option becomes  exercisable upon
the  occurrence  of  certain  events  or  achievements  or  certain  performance
milestones,  such  option  may  not be  exercised  unless  the  Committee  shall
determine and notify the  Participant  in writing that such events have occurred
or that such performance milestones have been achieved.

      (g) Death or  Disability of  Participant.  If prior to ten (10) years from
the effective date the  Participant  shall die or become disabled (as defined in
Code  Section  22(e)(3))  while  employed  by the  Company or one or more of its
Affiliates  or within sixty (60) days of  termination  of such  employment,  the
Option may be  exercised  (to the extent  that the  Participant  shall have been
entitled to do so at the date of the  Participant's  death or disability  or, if
sooner,  employment  termination) by the  Participant  (or by the  Participant's
personal representatives,  heirs, or legatees) at any time within one year after
his or her death or disability,  but not after ten (10) years from the effective
date, at the  expiration of which time the Option shall  terminate and no longer
be exercisable.

      If prior to ten (10) years from the effective date the  Participant  shall
become disabled as defined under the Americans with  Disabilities  Act, but such
disability  is not a  disability  as defined  in Code  Section  22(e)(3),  while
employed by the Company or one or more of its  Affiliates  or within  sixty (60)
days after the termination of such  employment,  the Option may be exercised (to
the extent that the Participant shall have been entitled to do so at the date of
the  Participant's  disability)  by the  Participant  at any time within six (6)
months after his/her disability, but not after ten (10) years from the effective
date, at the expiration of which time the Option shall terminate.  The fact that
the Company permits the  Participant to exercise the Option  subsequent to sixty
(60) days after the  termination of such  employment  shall not give rise to any
implication  (or be admissible as evidence in any  proceeding as an admission or
evidence)  that the  Participant  was  disabled  as  defined  by state law or th
Americans with  Disabilities Act, that the Participant was unable to perform the
Participant's job functions,  that the  Participant's  employment was terminated
because the Participant could not perform the  Participant's  job functions,  or
that the Company has not made  reasonable  efforts to accommodate any disability
which Participant may have had. If the Participant and the Company can not agree
as to whether the  Participant  is disabled,  they shall both appear  before the
Company's  Board of  Directors,  or any committee  that the  Company's  Board of
Directors  shall  appoint,  which shall make such  determination  which shall be
final, binding, and conclusive on the Participant and the Company.

Section 11. Change of Control or Change in Capital Structure.

      (c)   If a stock dividend, stock split or reverse stock split, or 
reclassification were to occur, then the aggregate number and/or class of shares
subject to this Option and the exercise price prior to such occurrence shall be 
appropriately adjusted by the Committee in accordance with the terms of this 
Plan, and such adjustment shall be conclusive.  Such adjustment shall have the 
result that if the Participant were to exercise a portion of the Option 
subsequent to such occurrence, then Participant shall have paid the same 
aggregate exercise price to exercise such portion of the Option and shall then 
hold the same class and aggregate number of shares as if the Participant had 
exercised such portion of the Option immediately prior to such occurrence.

      In the event of (A) a merger or  consolidation in which the Company is not
the surviving Company (other than a merger or consolidation  with a wholly owned
subsidiary,  a reincorporation  of the Company in a different  jurisdiction,  or
other transaction in which there is no substantial change in the shareholders of
the Company and the options granted under this Plan are assumed by the successor
Company,  which  assumption  shall  be  binding  on  all  Participants);  (B)  a
dissolution or liquidation of the Company;  (C) the sale of substantially all of
the assets of the Company;  or (D) any other  transaction  which  qualifies as a
"corporate   transaction"   under  Section   424(a)  of  the  Code  wherein  the
shareholders  of the Company give up all of their equity interest in the Company
(except for the acquisition, sale or transfer of all or substantially all of the
outstanding  shares of the  Company),  then the Board of Directors  shall at its
complete discretion make arrangements which shall be binding upon the Participan
as to any portion of the Option,  for the  substitution  of new options for such
portion,  for the assumption of such portion by any successor to the Company, or
for the  acceleration  of the  expiration  date of such  portion  to a date  not
earlier than thirty (30) daysafter notice to the Participant.  Any such 
substitution or assumption of any  portion of the Option need not comply with 
Section 425(a) of the Code nor in the event of the acceleration of the
expiration date of any portion of the Option  need the exercisability of such
portion be accelerated.

<PAGE>



                                                                  Exhibit 23(a)

                       CONSENT OF INDEPENDENT ACCOUNTANTS


      We consent to the incorporation by reference in the Registration Statement
of TMCI Electronics, Inc. on Form S-8 filed with the Securities and Exchange 
Commission on January 28, 1998 of our report dated March12,  1997,  except as to
Note 10 for which  the date is March 27, 1997, on our audits of the consolidated
financial statements of TMCI Electronics,  Inc. as of December 31, 1996,  and 
for the two years then ended,  which report was included in the Annual Report on
Form 10-K.



                              MOORE STEPHENS, P. C.
                          Certified Public Accountants.
Cranford, New Jersey
January 28, 1998





<PAGE>

                               January 23, 1998                    Exhibit 23(b)
                                                                       3776-07
TMCI Electronics, Inc.
1877 Dobbin Drive
San Jose, CA  95133

      Re:   Proposed Form S-8 Registration
            of Options and Shares of Common Stock
            for Stock Option Plan

Ladies and Gentlemen:

      We refer to the  Registration  Statement  on Form S-8 to which this letter
will be attached as an exhibit, to be filed by TMCI Electronics, Inc. a Delaware
corporation  (the "Company") with the Securities and Exchange  Commission  under
the Securities Act of 1933, as amended (the "Act"),  relating to 500,000 options
to purchase shares of the Company's $0.001 par value per share Common Stock (the
"Options") and 500,000 shares of the Company's $0.001 per share par value Common
Stock (the  "Shares") to be issued  pursuant to the Company's  1995 Stock Option
Plan, as amended (the "Plan").

      As counsel to the Company,  we have  examined such  corporate  records and
other documents and have made such legal  examinations and factual  inquiries as
we have considered  necessary for the purpose of rendering this opinion.  On the
basis of such examinations and inquiries,  we are of the opinion that upon their
issuance pursuant to the Plan, the Options will be validly  authorized,  legally
issued, fully paid and non assessable. Further, on the basis of such examination
and inquiries,  we are of the opinion that upon their  issuance  pursuant to the
exercise of the Options or  restricted  stock  awards made  pursuant to the Plan
that the Shares will be validly authorized,  legally issued,  fully paid and non
assessable.

      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement  and to the  reference  to this firm  under the  heading
"Legal Matters" in the Prospectus  contained therein.  This consent is not to be
construed as an admission  that we are a person whose  consent is required to be
filed with the  Registration  Statement under the provisions of Section 7 of the
Act.

                         ROSENBLUM, PARISH & ISAACS, PC


                         By    Member of  the firm
                               ------------------------
                               Member of the Firm



















<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 66697}]
{"company-data": {"conformed-name": "TMCI ELECTRONICS INC", "cik": "0001005509", "assigned-sic": "3444", "irs-number": "770413814", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45505", "film-number": "98520232"}, "business-address": {"street1": "1875 DOBBIN DR", "city": "SAN JOSE", "state": "CA", "zip": "95133", "phone": "4082725700"}, "mail-address": {"street1": "1875 DOBBIN DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95133"}}
As filed with the Securities and Exchange Commission on February 3, 1998; 
Registration No. 333-_________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            TMCI ELECTRONICS, INC.
            (Exact name of registrant as specified in its charter)

              Delaware
   (State or other jurisdiction of
   incorporation or organization)

             77-0413814
          (I.R.S. Employer
         Identification No.)

                               1875 Dobbin Drive
                          San Jose, California 95133
                                (408) 272-5700
         (Address,  including zip code,  and telephone  number,  including  area
            code, of registrant's principal executive offices)

                            TMCI ELECTRONICS, INC.
                      1995 STOCK OPTION PLAN, AS AMENDED
                           (Full Title of the Plan)

            ROLANDO LOERA                     
  President/Chief Executive Officer     
      TMCI Electronics, Inc.            
        1875 Dobbin Drive            
    San Jose, California 95133
        (408) 272-5700    
(Name, address, including zip code, and
telephone number,including area code, of    
      agent for service)

Copy to:
       THOMAS F. CHAFFIN, ESQ.            
  Rosenblum, Parish & Isaacs, P.C.              
160 W. Santa Clara Street, Suite 1500
     San Jose, California 95113
          (408) 280-2800     

                        CALCULATION OF REGISTRATION FEE
Title of Each Class    Amount to be    Proposed Maximum      Proposed Maximum       Amount of
of Securities to be     Registered     Offering Price Per   Aggregate Offering  Registration Fee
    Registered                             Share (1)            Price (1)
------------------    -------------    ------------------   -----------------   ----------------
   Common Stock          500,000s            4.875              2,437,500            $737.50
------------------    -------------    ------------------   -----------------   ----------------
  Stock Options          500,000              0.01                5000                $1.48
==================    =============    ==================   =================   ================

      (1)  Estimated   pursuant  to  Rule  457(c)  solely  for  the  purpose  of
      calculating  the  filing  fee,  based on the  average  of the high and low
      prices for the Company's  Common Stock as reported on the NASDAQ  SmallCap
      Market on January 22, 1998.
Part II.

FORWARD LOOKING STATEMENTS. Certain statements made in documents incorporated by
reference herein relating to the plans, objectives, and economic performance of 
the TMCI Electronics, Inc. (the "Company") go beyond historical information and 
may provide an indication of future results.  To that extent, they are forward 
looking statements within the meaning of Section 27A of the Securities Act of 
1933, as amended, and each is subject to factors that could cause the actual 
results to differ from those in the forward looking statement. Such factors are
described in the documents filed by the Company with the Securities and Exchange
Commission from time to time and are herein incorporated by reference.

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  are  incorporated  herein by reference  (a) the
Registrant's  form 10-KSB for the fiscal year ended  December  31, 1996 filed on
March 31, 1997,  (b) all other reports filed  pursuant to Section 13(d) or 15(d)
of the Securities Exchange Act of 1934, as amended, up to the date of the filing
of this registration  statement;  and (c) the form 8-A filed with the Securities
and  Exchange  Commission  on January  11,  1996.  In  addition,  all  documents
subsequently filed by the registrant  pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which de registers all securities then remaining unsold, shall be deemed
to be  incorporated by reference in this  registration  statement and shall be a
part of  this  registration  statement  from  the  date  of the  filing  of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES

      Not Applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not Applicable

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Certificate of Incorporation and the Bylaws of TMCI Electronics, Inc.,
a Delaware  Corporation (the "Company") both contain provisions which reduce the
potential  personal  liability of  directors  for certain  monetary  damages and
provide for indemnity of directors and other persons.  The Company is unaware of
any pending or threatened  litigation  against the Company or its directors that
would result in any liability for which such director would seek indemnification
or similar protection.

      The provision limiting the liability of a director for breach of a 
fiduciary duty by a director eliminates such liability to the Company and its 
shareholders to the maximum extent permissible by Delaware law.  This limitation
does not limit or eliminate the liability of a director:

                (i)   for any breach of the director's duty of loyalty to the 
                      corporation or its stockholders;

                (ii)  for acts or omissions not in good faith or which  involved
                      intentional misconduct or a knowing violation of law;

                (iii) for certain unlawful dividend payments, stock purchases or
                      stock redemptions as more fully described in Section 174 
                      of the Delaware General Corporation Law; or

                (iv)  for any transaction  from which the director  derived an
                      improper personal benefit.

      The indemnification provisions are intended to increase the protection 
provided directors and, thus, increase the Company's ability to attract and 
retain qualified persons to serve as directors.  The increased risk of
litigation combined with the possibility that the Company's insurance policy may
not cover specific acts or omissions, serves as a deterrent to qualified 
personnel serving on the Board of Directors.  The Company believes that the 
added protection against personal liability provided by the limitation on 
personal liability in its articles of incorporation and bylaws will help it 
retain its current directors and attract new directors in the future.

      The provisions  regarding  indemnification  provide, in essence,  that the
Company will  indemnify its directors  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonable
incurred in connection  with any action,  suit or proceeding  arising out of the
director's status as a director of the Company,  including actions brought by or
on behalf of the Company (shareholder  derivative actions) to the maximum extent
permitted by law.

      Delaware law  requires  that the person to be  indemnified  "acted in good
faith and in a manner the person reasonably  believed to be in the best interest
of the corporation and, in the case of a criminal  proceeding,  had no reason to
believe  the  conduct of the person was  unlawful."  In  addition,  because  the
Company is located in San Jose,  California,  the  Company  may be a  California
pseudo  foreign  corporation  under  Section  2115  of  the  California  General
Corporation Law based on certain criteria set forth therein. If, in fact, at the
time of any  action  for which  indemnification  is  sought,  the  Company  is a
California  pseudo  foreign  corporation,  the  standards  set  forth  under the
California General Corporation Law would be applicable. Currently, the standards
for  indemnification  are the same under the  California  and Delaware  laws. No
assurance can be given that they will remain the same.

      The  provisions  diminish  the  potential  rights  of action  which  might
otherwise be available to shareholders by limiting the liability of officers and
directors to the maximum  extent  allowable  under Delaware law and by affording
indemnification  against most damages and settlement  amounts paid by a director
of the Company in connection with any shareholders'  derivative action. However,
the  provisions do not have the effect of limiting the right of a shareholder to
enjoin a director  from taking  actions in breach of his  fiduciary  duty, or to
cause the  Company to rescind  actions  already  taken,  although as a practical
matter courts may be unwilling to grant such equitable remedies in circumstances
in which such actions have already been taken.  In the opinion of the Securities
and Exchange  Commission,  indemnification  for  liabilities  arising  under the
Securities Act of 1933, as amended, is contrary to public policy and, therefore,
is unenforceable.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

      Not Applicable

ITEM 8.     EXHIBITS.

Exhibit Number    Description

                  4.0   TMCI Electronics, Inc. 1995 Stock Option Plan
                  4.1   Amendment Number 1 to TMCI Electronics, Inc. 1995 Stock 
                        Option Plan
                  5     Opinion of Rosenblum,  Parish & Isaacs, PC re Legality 
                        23(a) Consent of Moore Stephens PC
                  23(b) Consent of Rosenblum,  Parish & Isaacs,  PC (included in
                        Exhibit 5) 24 Power of Attorney (included on Page 4)

ITEM 9.     UNDERTAKINGS.

      The undersigned registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being made, 
a post-effective amendment to this registration statement:

           (i) To include any prospectus required by section 10(a)(3) of the 
Securities Act of 1993;

           (ii) To reflect in the prospectus any facts or events arising after 
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent 
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities 
offered (if the total dollar value of securities offered would not exceed that 
which was registered) and any deviation from the low or high end of the 
estimated maximum offering range may be reflected in the prospectus filed with 
the Commission pursuant to Rule 424(b) (ss.230.424(b) of this chapter) if, in 
the aggregate, the changes in volume and price represent no more than a 20% 
change in the maximum aggregate offering price set forth in the "Calculation of 
Registration Fee" table in the effective registration statement;

           (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any 
material change to such information in the registration statement;

                  Provided, however, That paragraphs (1)(i) and (1)(ii) of
this section do not apply if the registration statement is on Form S-3, Form S-8
or Form F-3,  and the  information  required to be included in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the commission by the registrant  pursuant to section 13 or section
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in the registration statement.

(2)   To remove from registration by means of a post-effective amendment any of 
the securities being registered which remain unsold at the termination of the 
offering.

(3) That,  for  purposes  of  determining  any  liability  under the Securities 
Act of 1933,  as  amended,  (the  "Act")  each  filing  of the registrant's  
annual report  pursuant to section 13(a) or section 15(d) of the Securities 
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be 
deemed to be a new registration statement relating to the securities  offered  
therein,  and the  offering of such securities  at that  time  shall be  deemed 
to be the  initial  bona fide offering thereof.

    The  undersigned   registrant   hereby  undertakes  that,  for purposes of 
determining any liability under the Securities Act of 1933, as amended, each 
filing of the registrant's annual report pursuant to section 13(a) or section 
15(d) of the Securities  Exchange Act of 1934 (and, where applicable,  each  
filing of an  employee  benefit  plan's  annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a  new  registration  statement  
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.

    Insofar as indemnification  for liabilities  arising under the Securities  
Act of  1933,  as  amended,  may be  permitted  to  directors, officers  and  
controlling  persons  of  the  registrant  pursuant to the foregoing provisions,
or otherwise,  the registrant has been advised that in  the  opinion  of  the   
Securities   and  Exchange   Commission such indemnification  is against  public
policy as expressed in the Act and is, therefore,  unenforceable.  In the event 
that a claim for indemnification against such liabilities (other than the 
payment by the  registrant  of expenses incurred or paid by a director,  officer
of controlling person of the  registrant  in  the  successful  defense  of  any 
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection  with the securities  being  registered,  the registrant  
will, unless in the  opinion  of its  counsel  the  matter  has been  settled by
controlling precedent,  submit to a court of appropriate  jurisdiction the
question  whether such  indemnification  by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such 
issue.

                                   * * * * *
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of San Jose, State of California,  on January 28,
1998.

                                    TMCI ELECTRONICS, INC.

                            By _______________________________________________
                               Rolando Loera, President/Chief Executive Officer

                               POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints Rolando
Loera and Robert Loera, jointly and severally,  his attorney-in-fact,  each with
the  power  of  substitution  for  him in any and all  capacities,  to sign  any
amendments (including post-effective amendments) to this Registration Statement,
and to file the same,  with exhibits  thereto and other  documents in connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all  that  each of  said  attorney  in-fact,  or his  substitute  or
substitutes, may do or cause to be done by virtue hereof.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

     Signature                      Title                       Date

/s/ Rolando Loera            President and                    February 3, 1998
---------------------------- Chairman of the Board of Directors
Rolando Loera                (Principal Executive Officer) 
                     

/s/ Charles E. Shaw           Vice President, Chief Financial  February 3, 1998
----------------------------- Officer, and Director
Charles E. Shaw               (Principal Financial Officer)

/s/Robert Loera               Controller, Secretary, and       February 3, 1998
----------------------------- Director
Robert Loera                  (Principal Accounting Officer)

/s/ Dominic Polemini          Director                         February 3, 1998
-----------------------------
Dominic Polemini

/s/ Thomas F. Chaffin         Assistant Secretary and          February 3, 1998
----------------------------- Director
Thomas F. Chaffin

/s/  Boris Lipkin             Director                         February 3, 1998
-----------------------------  
Boris Lipkin.

/s/  Robert C. Fink           Director                         February 3, 1998
-----------------------------
Robert C. Fink
EXHIBIT INDEX

Exhibit Number         Description

      4.0         TMCI Electronics, Inc. 1995 Stock Option Plan
      4.1         Amendment to TMCI Electronics 1995 Stock Option Plan
      5           Opinion of Rosenblum,  Parish & Isaacs, PC re Legality 
      23(a)       Consent of Moore Stephens PC
      23(b)       Consent of Rosenblum,  Parish & Isaacs,  PC (included in
                  Exhibit 5). 
      24          Power of Attorney (included on Page 4).
Exhibit 4.0
                             TMCI ELECTRONICS, INC.
                             1995 STOCK OPTION PLAN

SECTION 1.  Purpose.  The purpose of the TMCI Electronics, Inc. 1995 Stock 
Option Plan is to advance the interests of TMCI Electronics, Inc.(the "Company")
by enabling officers, employees and consultants of the Company and its 
Affiliates to participate in the Company's future and to enable the Company to 
attract and retain such persons by offering them proprietary interests in the 
Company.

SECTION 2.  Definitions.  For purposes of the Plan, the following terms are 
defined as set forth below:

      a. "Affiliate" means a corporation or other entity controlled directly, or
indirectly through one or more intermediaries,  by the Company and designated by
the Committee as such.

      b. "Award" means an award granted to a Participant  in the form of a Stock
Appreciation Right, Stock Option, or Restricted Stock, or any combination of the
foregoing.

      c. "Board" means the Board of Directors of the Company.

      d. "Cause" shall have the meaning set forth in Section 8.

      e. "Change" in Control" in Control"  shall have a the meaning set forth in
Section 11.

      f. "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any successor thereto.

      g.  "Commission"  means the  Securities  and  Exchange  Commission  or any
successor agency.

      h. "Committee" means the Committee referred to in Section 5.

      i. "Common  Stock" means common  stock,  $.01 per share par value,  of the
Company.

      j. "Company" means TMCI Electronics, Inc., a Delaware corporation.

      k.  "Disability"  means permanent and total disability as determined under
procedures established by the Committee for purposes of the Plan.

      l. "Disinterested Person" shall mean a director who is not, during the one
year prior to service as an  administrator  of the Plan, or during such service,
granted or awarded equity  securities  pursuant to the Plan or any other plan of
the Company or any of its affiliates,  except as permitted by Rule 16b- 3(b)(2),
as  promulgated  by the  Commission  under the Exchange  Act, or as such term is
defined under any successor rule adopted by the Commission.

      m. "Exchange  Act" means the  Securities  Exchange Act of 1934, as amended
from time to time, and any successor thereto.

      n. "Fair Market  Value" means the average,  as of any given date,  between
the highest and lowest reported closing bid and asked prices of the Stock on
NASDAQ or the closing sale price as of any given date if the Stock is listed on 
a national securities exchange or the NASDAQ National Market System.  If there 
is no regular public trading-market for such Stock under circumstances specified
above, the Fair Market Value of the Stock shall be determined by the committee
in good faith.

      o.  "Incentive  Stock  Option"  means any Stock Option  intended to be and
designated as an "incentive  stock option"  within the meaning of Section 422 of
the Code.

      p.  "Non-qualified  Stock  Option"  means any stock  Option that is not an
Incentive Stock Option.

      q. "Normal  Retirement"  means retirement from active  employment with the
Company  or an  Affiliate  at or  after  age 65 or at such  other  age as may be
specified by the Committee.

      r.  "Participant"  means an employee or consultant of the Company or of an
Affiliate to whom as Award has been granted which has not terminated, expired or
been fully exercised.

      s. "Plan" means the TMCI Electronics,  Inc. 1995 Stock Option Plan, as set
forth herein and as hereinafter amended from time to time.

      t.  "Restricted  Period"  means the period of time,  which may be a single
period  or  multiple  periods,  during  which  Restricted  Stock  awarded  to  a
Participant  remains  subject  to the  restrictions  imposed on such  Stock,  as
determined by the Committee.

      u.  "Restrictions"  means  the  restrictions  and  conditions  imposed  on
Restricted Stock awarded to a Participant, as determined by the Committee, which
must be  satisfied  in order for the  Restricted  Stock to vest,  in whole or in
part, in the Participant.

      v.  "Restricted  Stock"  means an Award  of  Stock  on which  are  imposed
Restriction  Period(s) and Restrictions whereby the Participant's rights to full
enjoyment  of  the  Stock  are  conditioned  upon  the  future   performance  of
substantial   services  by  any  individual  or  are  otherwise   subject  to  a
"substantial  risk of forfeiture"  within the meaning of Section 83 of the Code,
as amended.

      w.  "Restricted  Stock  Agreement"  means a  written  agreement  between a
Participant and the Company evidencing as award of Restricted Stock.

      x.  "Restricted  Stock Award  Date" means the date on which the  committee
awarded Restricted Shares to the Participant.

      y.  "Retirement"  means Normal Retirement or early retirement if a defined
benefit or 401(k) retirement plan of the Company provides for same.

      z.  "Rule 16b-3" means Rule 16b-3, as promulgated by the Commission 
granted under Section 16(b) of the Exchange Act, as amended from time to time.

aa.      "Stock" means the Common Stock.

bb.       "Stock Appreciation Right" means a right granted under Section 9.

cc.      "Stock Option" or "Option" means an option granted under Section 8.

dd.      Termination of Employment" means the termination of the Participant's 
employment with the Company and any Affiliated.  A Participant employed by an 
Affiliate shall also be deemed to incur a Termination of Employment if the 
Affiliate ceases to be an Affiliate and the Participant does not immediately 
thereafter become an employee of the Company or another Affiliate.

       In addition,  certain other terms used herein have  definitions  given to
them in the first place in which they are used.

 SECTION 3. Effective Date.

       The  effective  date of the Plan shall be the date upon which the Plan is
approved by the stockholders of the Company.

SECTION 4.  Stock Subject to Plan.

       The total number of shares of Stock reserved and available for 
distribution pursuant to Awards under the Plan shall be 500,000 shares of Stock.
Such shares may consist, in whole or in part, of authorized and unissued shares
or treasury shares.

      If any  shares of Stock that have been  Optioned  cease to be subject to a
 Stock  Option,  if any  shares  of Stock  that are  subject  to any  Award  are
 forfeited or if any Award  otherwise  terminates  without a distribution  being
 made to the  Participant  in the form of  Stock,  such  shares  shall  again be
 available  for  distribution  in  connection  with  Awards  under the Plan.  In
 addition, any stock purchased by a Participant upon exercise of an Option under
 the Plan which is subsequently repurchased by the Company pursuant to the terms
 of such Option may again be the subject of an Option under the Plan.

      In   the   event   of   any   merger,    reorganization,    consolidation,
 recapitalization  (including  but not  limited to the  issuance of Stock or any
 securities  convertible  into Stock in exchange for securities of the Company),
 stock dividend, stock split or reverse stock split,  extraordinary distribution
 with  respect  to the  Stock or other  similar  change in  corporate  structure
 affecting the Stock,  such  substitution  or  adjustments  shall be made in the
 aggregate  number of shares reserved for issuance under the Plan, in the number
 and Option  price of shares  subject to  outstanding  Stock  Options  and Stock
 Appreciation  Rights,  and in the number of shares subject to other outstanding
 Awards  granted under the Plan as may be determined  to be  appropriate  by the
 Committee, in its sole discretion; provided, however, that the number of shares
 subject to any Award shall always be a whole number. Such adjusted Option price
 shall also be used to  determine  the amount  payable by the  Company  upon the
 exercise of any Stock Appreciation Right associated with any Stock Option.

SECTION 5.  Administration.

      The Plan shall be administered by the Stock Award Committee ("Committee") 
of the Board or such other committee of the Board, composed of not less than two
directors both of whom shall be Disinterested Persons unless otherwise 
determined by the Board.  Each member of the Committee shall be appointed by and
serve at the pleasure of the Board.  If at any time no Committee shall be in 
place, the functions of the Committee specified in the Plan shall be exercised 
by the Board.

      The  Committee  shall have plenary  authority to grant Awards to officers,
employees, and consultants of the Company or an Affiliate.

      Among other things, the Committee shall have the authority, subject to the
terms of the Plan:

      (a) to select the officers,  employees and  consultants to whom Awards may
from time to time be granted;

      (b) to determine whether and to what extent Incentive Stock Options, 
Non-qualified Stock Options, Stock Appreciation Rights and Restricted Stock, or 
any combination thereof are to be granted hereunder;

      (c) to determine the number of shares to Stock to be covered by each Award
granted hereunder;

      (d) to determine the terms and conditions of any Award granted hereunder
(including, but not limited to, the Option price, any vesting restrictions or 
limitation, any repurchase rights in favor of the Company and any vesting 
acceleration of forfeiture waiver regarding any Award and the shares of Stock 
relating thereto, based on such factors as the Committee shall determine);

      (e) to adjust the terms and conditions, at any time or from time to time, 
of any Award, including with respect to performance goals and measurements 
applicable to performance-based Awards pursuant to the terms of the Plan;

      (f) to determine under what  circumstances an Award may be settled in cash
or Stock:

      (g)   if appropriate, to determine Fair Market Value; and

      (h) to substitute new Stock Options for Previously  granted Stock Options,
including previously granted Stock Options having higher Option prices.

      The  Committee  shall have the  authority to adopt,  alter and repeal such
administrative  rules,  guidelines and practices governing the Plan as it shall,
from time to time, deem advisable,  to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any  agreement  relating  thereto)
and to otherwise supervise the administration of the Plan.

      The  Committee  may act only by a majority of its members  then in office,
except that the members thereof may authorize any one or more of their number or
any officer of the Company to execute  and  deliver  documents  on behalf of the
Committee.

      Any determination  made by the Committee pursuant to the provisions of the
Plan with respect to any Award shall be made in its sole  discretion at the time
of the grant of the Award or, unless in contravention of any express term of the
Plan, at any time  thereafter.  All decisions made by the Committee  pursuant to
the provisions of the Plan shall be final and binding on all persons,  including
the Company and Participants.

SECTION 6.  Eligibility.

      Officers, employees and consultants of the Company and its Affiliates (but
excluding  members  of the  Committee  who are  Disinterested  Persons)  who are
responsible for or contribute to the management, growth and profitability of the
business of the Company and its  Affiliates  are  eligible to be granted  Awards
under the Plan. Any person who files with the Committee,  in a form satisfactory
to the Committee, a written waiver of eligibility to receive any Award under the
Plan shall not be eligible  to receive an Award under the Plan for the  duration
of the waiver.

SECTION 7.  Duration of the Plan.

      The Plan shall  terminate ten (10) years from the effective date specified
in  Section 3 of the Plan,  unless  terminated  earlier  pursuant  to Section 12
hereto, and no Options may be granted thereafter.

SECTION 8.  Stock Options.

      Stock options granted under the Plan may be of two types:  Incentive Stock
options and Non-qualified Stock Options.  Any Stock Option granted under the 
Plan shall be in such form as the Committee may from time to time approve.

      The Committee shall have the authority to grant any optionee Incentive
Stock Options, Non-qualified Stock Options or both types of Stock Options (in 
each case with or without Stock Appreciation Rights).  Incentive Stock Options 
may be granted only to employees of the Company and its subsidiaries (within the
meaning of Section 424(f) of the Code).  To the extent that any Stock Option is 
not designated as an Incentive Stock Option or even if so designated does not 
qualify as an Incentive Stock Option, it shall constitute a Non-qualified Stock
Option.

      Stock  Options  shall be  evidenced  by Option  agreements,  the terms and
provisions of which may differ.  An Option  agreement shall indicate on its face
whether it is an  agreement  for an Incentive  Stock  Option or a  Non-qualified
Stock Option.  The grant of a Stock Option shall occur on the date the Committee
by resolution  selects an individual to be a participant in any grant of a Stock
Option,  determines  the  number of shares of Stock to be  subject to such Stock
Option to be granted to such  individual  and specifies the terms and provisions
of the Option agreement.  The Company shall notify a Participant of any grant of
a Stock  Option,  and a written  Option  agreement or  agreements  shall be duly
executed  and  delivered  by the Company to the  Participant,  which among other
things,  will make  appropriate  arrangements  with respect to the Company's tax
withholding  obligations.  Such agreement or agreements  shall become  effective
upon execution by the participant.

      Anything in the Plan to the contrary notwithstanding,  no term of the Plan
relating to Incentive Stock Options shall be interpreted, amended or altered nor
shall any  discretion or authority  granted under the Plan be exercised so as to
disqualify the Plan under Section 422 of the Code or, without the consent of the
optionee  affected,  to disqualify any Incentive Stock Option under such Section
422.

      Options granted under the Plan shall be subject to the following terms and
conditions  and  shall  contain  such  additional  terms and  conditions  as the
Committee shall deem desirable:

      (a)   Option Price.  The Option price per share of Stock purchasable under
an Option shall be determined by the Committee and set forth in the Option 
agreement, and shall not be less than the Fair Market Value of the Stock subject
to the Option on the date of grant in the case of Incentive Stock Options and 
not less than 50% of the Fair Market Value of the Stock subject to the Option on
the date of grant in the case of Non-qualified Stock Options.
            

      (b)   Option Term.  The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than 10 years
after the date of grant; and no Non-qualified Stock Option shall be exercisable 
more than 10 years and one day after the date the Stock Option is granted.
           

      (c)   Exercisability.  Subject to Section 12, Stock Options shall 
otherwise be exercisable at such time or times and subject to such terms and 
conditions as shall be determined by the committee.  If the Committee provides 
that any Stock Option is exercisable only in installments, the Committee may at 
any time waive such installments exercise provisions, in whole or in part, based
on such factors as the Committee may determine.  In addition, the Committee may 
at any time accelerate the exercisability of any Stock Option.

       (d)  Methods of Exercise.  Subject to the provisions of this Section 8, 
Stock Options may be exercised, in whole or in part, at any time during the 
Option period by giving written notice of exercise to the Company specifying the
number of shares of Stock subject to the Stock Option to be purchased.
            

       Such notice shall be accompanied by payment in full of the purchase price
by certified or bank check or such other instrument as the Company may accept.  
If approved by the Committee, payment in full or in part may also be made in the
form of unrestricted Stock already owned by the optionee of the same class as 
the Stock subject to the Stock Option  provided, however, that, in the case of 
an Incentive Stock Option, the right to make a payment in the form of already
owned shares of Stock of the same class as the Stock subject to the Stock option
shall be authorized only at the time the Stock Option is granted.

      An optionee  shall have all of the rights of a stockholder  of the Company
 holding  the class or series of Stock  that is  subject  to such  Stock  Option
 (including,  if  applicable,  the  right to vote the  shares  and the  right to
 receive dividends), when the optionee has given written notice of exercise, and
 has paid in full for such shares.  In the discretion of the Committee,  payment
 for any Stock  subject to an option may also be made by  delivering  a properly
 executed  exercise  notice to the Company  together with a copy of  irrevocable
 instructions to a broker to deliver  promptly to the Company the amount of sale
 or loan proceeds to pay the purchase  price.  To facilitate the foregoing,  the
 Company may enter into agreements for  coordinated  procedures with one or more
 brokerage  firms.  The value of  previously  owned Stock  exchanged  in full or
 partial  payment for the shares  purchased upon the exercise of an Option shall
 be equal to the  aggregate  Fair Market Value of such shares on the date of the
 exercise of such Option.

       (e)  Non-transferability  of Options  Non-transferability  of Options. No
 Stock Option shall be transferable by the optionee other than by will or by the
 laws of descent and  distribution,  and all Stock Options shall be exercisable,
 during the  optionee's  lifetime,  only by the  optionee or by the  guardian or
 legal  representative  of the  optionee,  it being  understood  that the  terms
 "holder" and "optionee"  include the guardian and legal  representative  of the
 optionee  named in the  Option  agreement  and any  person to whom an Option is
 transferred by will or the laws of descent and distribution.

       (f)  Termination by Death.  If an optionee's employment terminates by 
reason of death, any Stock Option held by such optionee may thereafter be 
exercised, to the extent then exercisable or on such accelerated basis as the 
Committee may determine, for a period of one year and one day (or such other 
period as the Committee may specify) from the date of such death or until the
expiration of the stated term of such Stock Option, whichever period is the
shorter.
  

       (g)  Termination  by Reason of Disability.  If any optionee's  employment
  terminates by reason of Disability, any Stock Option held by such optionee may
  thereafter be exercised by the optionee,  to the extent it was  exercisable at
  the time of  termination  or on such  accelerated  basis as the  Committee may
  determine, for a period of one year and one day (or such shorter period as the
  Committee  may  specify  at  grant)  from  the  date  of such  termination  of
  employment  or until the  expiration  of the stated term of such Stock Option,
  whichever period is the shorter; provided,  however, that if the optionee dies
  within such one year and one day period (or such  shorter  period  ending upon
  the expiration of the stated term of the Stock Option),  any unexercised Stock
  Option held by such optionee shall, notwithstanding the expiration of the such
  one year and one day period, continue to be exercisable to the extent to which
  it was  exercisable  at the time of death for a period of one year and one day
  from the date of such death or until the expiration of the stated term of such
  Stock Option,  whichever period is the shorter. In the event of termination of
  employment by reason of disability,  if an Incentive Stock Option is exercised
  after the  expiration  of the  exercise  periods  that apply for  purposes  of
  Section 422 of the Code,  such Stock  Option will  thereafter  be treated as a
  Non-qualified Stock Option.

            (h) Other Termination.  Unless otherwise determined by the Committee
and subject to the provisions of Section 11 of the Plan, if an optionee incurs a
Termination  of Employment  for any reason other than death or  Disability,  any
Stock Option held by such optionee shall thereupon  terminate,  except that such
Stock Option, to the extent then exercisable, may be exercised for the lesser of
three months and one day from the date of such  Termination of Employment or the
balance of such Stock  Option' term if such  Termination  of  Employment  of the
optionee is involuntary and without Cause.  Unless  otherwise  determined by the
Committee,  for the purposes of the Plan "Cause"  shall have the same meaning as
that set forth in any employment or severance  agreement,  in effect between the
Company and the Participant.  Otherwise, it shall mean (1) the conviction of the
optionee for  committing  a felony under  Federal law or the law of the state in
which such action  occurred,  (2)  dishonesty  in the course of  fulfilling  the
optionee's  employment duties or (3) willful and deliberate  failure on the part
of the optionee to perform his employment duties in any material respect.

            (i)   Cashing Out of Option.  On receipt of written notice of 
exercise, the Committee may, in its sole discretion, elect to cash out all or 
part of any Stock Option to be exercised by paying the optionee an amount, in 
cash or Stock, equal to the excess of the Fair Market Value of the Stock that is
the subject of the Option over the Option price times the number of shares of 
Stock subject to the option on the effective date of such cash out.
       

            Cash outs relating to Options held by optionees who are acturally or
potentially  subject to Section  16(b) of the Exchange Act shall comply with the
"window period" provisions of Rule 16b-3, to the extent applicable,  and, in the
case of cash outs of  Non-qualified  Stock Options held by such  optionees,  the
Committee  may  determine  Fair  Market  Value  with  reference  to the  pricing
provision of Section 9(b)(ii)(2).

SECTION 9.  Stock Appreciation Rights.

      (a)   Grant and Exercise.  Stock Appreciation Rights may be granted in 
conjunction with all or part of any Stock Option granted under the Plan.  In the
case of a Non-qualified Stock Option, such rights may be granted either at or 
after the time of grant of such Stock Option.  In the case of an Incentive Stock
Option, such rights may be granted only at the time of grant of such Stock 
Option.  A Stock Appreciation Right shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option.

      A Stock Appreciation Right may be exercised by an optionee in accordance
with Section 9(b) by surrendering the applicable portion of the related Stock
Option in accordance with procedures established by the Committee.  Upon such 
exercise and surrender, the optionee shall be entitled to receive an amount
determined in the manner prescribed in Section 9(b).  Stock Options which have 
been so surrendered shall no longer be exercisable to the extent the related 
Stock Appreciation Rights have been exercised.

      (b)   Terms and Conditions.  Stock Appreciation Rights shall be subject to
such terms and conditions as shall be determined by the Committee, including the
following:

      (i) Stock  Appreciation  Rights shall be exercisable  only at such time or
times  and to the  extent  that the  Stock  Options  to which  they  relate  are
exercisable  in accordance  with the provisions of Section 8 and this Section 9;
provided,  however,  that a Stock  Appreciation  Right shall not be  exercisable
during  the  first six  months of its term by an  optionee  who is  actually  or
potentially  subject to Section  16(b) of the  Exchange  Act,  except  that this
limitation  shall not apply in the event of death or  Disability of the optionee
prior to the expiration of the six-month period.

      (ii)  Upon the exercise of a Stock Appreciation Right, an optionee shall 
be entitled to receive an amount in cash, shares of Stock or both equal in value
to the excess of the Fair Market Value of one share of Stock over the option 
price per share specified in the related Stock Option multiplied by the number 
of shares in respect of which the Stock Appreciation Right shall have been 
exercised, with the Committee having the right, in its sole discretion, to 
determine the form of payment.

      In the case of Stock Appreciation Rights relating to Stock Options held by
optionees  who are  acturally  or  potentially  subject to Section  16(b) of the
Exchange Act, the Committee:

            (1)   may require that such Stock Appreciation Rights be exercised 
only in accordance with the applicable "window period" provisions of Rule 16-b3;
and

            (2)   in the case of Stock Appreciation Rights relating to Non-
qualified Stock Options, may provide that the amount to be paid upon exercise of
such Stock Appreciation Rights during a Rule 16b-3 "window period" shall be 
based on the highest mean sales price of the Stock on NASDAQ, or on such 
national securities exchange upon which the Stock may be traded, on any day 
during such "window period".

      (iii) Stock Appreciation Rights shall be transferable only when and to the
extent that the  underlying  Stock Option would be  transferable  under  Section
8(e).

      (iv) Upon the exercise of a Stock Appreciation  Right, the Stock Option or
part thereof to which such Stock  Appreciation  Right is related shall be deemed
to have been  exercised for the purpose of  determining  the number of shares of
Stock  available for issuance under the Plan in accordance with Section 5 of the
Plan, but only to the extent of the number of shares resulting from dividing the
value of the Stock Appreciation Right at the time of exercise by the Fair Market
Value of one share of Stock determined in accordance with this Section 9.

SECTION 10.       Terms of Restricted Stock Awards.

      Subject to and consistent with the provisions of the Plan, with respect to
each Award of Restricted Stock to a Participant, the Committee shall determine:

      (a) the terms and conditions of the Restricted Stock Agreement between the
Company and the Participant evidencing the Award;

      (b)   the Restricted Period for all or a portion of the Award;

      (c)   the Restrictions applicable to the Award, including but not limited 
to, continuous employment with the Company for a specified term or the 
attainment of specific corporate, divisional or individual performance standards
or goals, which Restricted Period and Restrictions may differ with respect to 
each Participant;

      (d)   whether the Participant shall receive the dividends and other 
distributions paid with respect to an award of the Restricted Stock as declared 
and paid to the holders of Stock during the Restricted Period or shall be 
withheld by the Company for the account of the Participant until the Restricted 
Periods have expired or the Restrictions have been satisfied, and whether 
interest shall be paid on such dividends and other distributions withheld, and 
if so, the rate of interest to be paid;

      (e)   the percentage of the Award which shall vest in the Participant in 
the event of death, Disability or Retirement prior to the expiration of the 
Restricted Period or the satisfaction of the Restrictions applicable to an award
of Restricted Stock; and

      (f)   notwithstanding the Restricted Period and the Restrictions imposed 
on the Restricted Shares, as set forth in a Restricted Stock Agreement, whether 
to shorten the Restriction the Restricted Period or waive any Restrictions, if 
the Committee concludes that it is in the best interests of the Company to do 
so.

      Upon an award of Restricted Stock to a Participant, the stock certificate 
representing the Restricted Stock to a Participant, the stock certificate 
representing the Restricted Stock shall be issued and transferred to and in the 
name of the Participant, whereupon the Participant shall become a stockholder of
the Company with respect to such Restricted Stock and shall be entitled to vote 
the Stock.  Such stock certificates shall be held in custody by the Company, 
together with stock powers executed by the Participant in favor of the Company, 
until the Restricted Period expires and the Restrictions imposed on the 
Restricted Stock are satisfied.

SECTION 11.       Change of Control.

      (a)   Upon the occurrence of an event of "Change of Control", as defined 
below and subject to such additional conditions and restrictions as the 
Committee may determine at the time of the granting of the Award:

      (i)   any and all outstanding Options shall become immediately 
exercisable;

      (ii)  the Restricted Period and Restrictions imposed on the Restricted 
Stock shall lapse, and the Restricted Stock shall vest in the Participant to the
extent determined by the Committee; and

      (iii)  within  ten  business  days  after  the  occurrence  of a Change of
Control, the certificates  representing the Restricted Stock so vested,  without
any  restrictions  or legend  thereon,  other than as required by law,  shall be
delivered to the  Participant,  and any  dividends and  distributions  paid with
respect to the Restricted Stock which were escrowed during the Restricted Period
and the earnings thereon shall be paid to the Participant.

      (b)   A "Change of Control" shall occur when, in addition to the 
occurrence of such other events as the Committee may determine at the time of 
the grant of the Award, one or more of the following events occurs:

      (i) any "Person" (which term, when used in this Section 11, shall mean two
or more persons acting as a partnership, limited partnership, syndicate or other
group for the purpose of  acquiring,  holding or disposing of  securities of the
issuer or shall have such other meaning assigned to it in a successor  provision
to Section  13(d) of the Exchange  Act) is or becomes  without the approval of a
majority of the Continuing  Directors (as defined below) the "beneficial  Owner"
(which  term,  when used in this  Section  11,  shall  include  any person  who,
directly  or  indirectly,  through  any  contract,  arrangement,  understanding,
relationship  or  otherwise  has or shares (i) voting  power which  includes the
power  to vote or to which  includes  the  power to  dispose  or to  direct  the
disposition  of  such  security,  or  such  other  meaning  assigned  to it in a
successor  provision to Rule 13d-3 promulgated under the Exchange Act), directly
or indirectly,  of Voting Stock (as defined below)  representing  twenty percent
(20%)  or  more o the  votes  entitled  to be cast by the  holders  of all  then
outstanding Shares of the Company; or

      (ii) the  stockholders  of the Company  approve a definitive  agreement or
plan to merge or consolidate the Company with or into another corporation, or to
sell,  or  otherwise  dispose  of,  all or  substantially  all of the  Company's
property and assets,  or to liquidate the Company or the business of the Company
for which the participant's services are principally performed is disposed of by
the Company pursuant to a sale of assets (including stock of a subsidiary of the
Company), a merger or consolidation or otherwise; or

      (iii) the  individuals  who are Continuing  Directors of the Company cease
without the approval of a majority of the Continuing Directors for any reason to
constitute at least a majority of the Board of the Company.

      The term "Continuing  Director" means (i) any member of the Board who is a
member of the Board on the effective date of the registration statement relating
to the initial public offering of the Company's  securities,  or (ii) any person
who subsequently  becomes a member of the Board whose nomination for election or
election to the Board is recommended or approved by a two-thirds majority of the
Continuing  Directors.  The term "Voting  Stock" means all capital  stock of the
Company which by its terms may be voted on all matters submitted to stockholders
of the Company generally.

SECTION 12.       Amendments and Termination.

      The Board may amend,  alter,  or  discontinue  the Plan, but no amendment,
alteration or discontinuation shall be made which would (i) impair the rights of
an Award theretofore granted without the Participant's  consent,  except such an
amendment  made to cause the Plan to qualify for the exemption  provided by Rule
16b-3, or (ii) disqualify the Plan from the exemption provided by Rule 16b-3. In
addition,  no such amendment shall be made without the approval of the Company's
stockholders to the extent such approval is required by law or agreement.

      The  Committee  may amend the  terms of any  Stock  Option or other  Award
theretofore granted, prospectively or retroactively, but no such amendment shall
impair the rights of any holder  without  the  holder's  consent  except such an
amendment made to cause the Plan or Award to qualify for the exemption  provided
by rule  16b-3.  The  Committee  may  also  substitute  new  Stock  Options  for
previously  granted Stock Options,  including  previously  granted Stock Options
having higher option prices.

      Subject to the above  provisions,  the Board shall have authority to amend
the Plan to take into account  changes in law and tax and accounting  rules,  as
well as other  developments  and to grant  Awards which  qualify for  beneficial
treatment under such rules without shareholder approval.

SECTION 13.       General Provisions.

      (a)  Nothing  contained  in the  Plan  shall  prevent  the  Company  or an
Affiliate from adopting other or additional  compensation  arrangements  for its
employees.

      (b)   The Plan shall not confer upon any employee any right to continued 
employment nor shall it interfere in any way with the right of the Company or an
Affiliate to terminate the employment of any employee at any time.

      (c)   No later than the date as of which an amount first becomes 
includable in the gross income of the Participant for Federal income tax 
purposes with respect to any Award under the Plan, the Participant shall pay to
the Company, or make arrangements satisfactory to the Company regarding the 
payment of, any Federal, state, local or foreign taxes of any kind required by 
law to be withheld with respect to such amount.  Unless otherwise determined by 
the Company, withholding obligations may be settled with Stock, including Stock 
that is part of the Award that gives rise to the withholding requirement.  The 
obligations of the Company under the Plan shall be conditional on such payment 
or arrangements, and the Company and its Affiliates shall, to the extent 
permitted by law, have the right to deduct any such taxes from any payment 
otherwise due to the participant.

      (d)   The Committee shall establish such procedures as it deems 
appropriate for a Participant to designate a beneficiary to whom any amounts 
payable in the event of the participant's death are to be paid.

      (e) Agreements  entered into by the Company and  Participants  relating to
Awards  under the Plan,  in such form as may be approved by the  Committee  from
time to time,  to the  extent  consistent  with or  permitted  by the Plan shall
control with respect to the terms and  conditions of the subject  Award.  If any
provisions of the Plan or any agreement  entered into pursuant to the Plan shall
be held invalid or unenforceable,  such invalidity or unenforceability shall not
affect any other provisions of the Plan or the subject agreement.

      (f)   The Plan and all Awards made and actions taken thereunder shall be 
governed by and construed in accordance with the laws of the State of Delaware.
Exhibit 4.1
                                AMENDMENT NO. 1

                                      TO

                            TMCI ELECTRONICS, INC.

                            1995 STOCK OPTION PLAN

Each Subsection below replaces in its entirety the subsection to which it 
corresponds in the 1995 Stock Option Plan

Section 8.  Stock Options.

      (a) Option Price. The option price shall be not less than 100% of the fair
market value of the Stock at the time the option is granted,  which shall be the
date the Committee  and/or Board, or its delegate,  awards the grant,  except in
the case of non-statutory stock options, in which case the option price shall be
not less than 85% of the fair  market  value of the Stock at the time the option
is granted. If the Participant,  at the time the option is granted,  owns shares
possessing more than ten percent (10%) of the total combined voting power of all
the classes of stock of the Company or of its  Affiliates,  the option  price of
incentive  and  non-statutory  stock  options shall be not less than 110% of the
fair  market  value of the Stock at the time the  option is  granted.  [The fair
market value of the Stock shall be determined  and the option price of the Stock
set by the  Committee  and/or Board in  accordance  with the  valuation  methods
described in Section 20.2031-2 of the Treasury Regulations.]

      (b) Option Term.  The  Committee  and/or  Board may grant  options for any
term, but shall not grant any options for a term longer than ten (10) years from
the date the  option  is  granted  (except  in the case of an  incentive  option
granted to an  Affiliate in which case the term shall be no longer than five (5)
years  from the date the option is  granted).  Each  option  shall be subject to
earlier termination as provided in this Section 8 of this Plan. In addition, the
Committee and/or Board may, upon notice given at any time subsequent to the date
four and one-half years after the effective date of its grant,  shorten the term
of

any individual  outstanding  non-statutory option so that such option terminates
on a date not earlier  than six (6) months  after the date of such  notice.  The
Committee  and/or Board has the right in its sole and absolute  discretion to so
shorten the term of any individual outstanding option(s) it deems appropriate.

      (c) Exercisability.  Subject to Section 12, each option granted under this
Plan shall be exercisable on such date or dates, upon or after the occurrence of
certain  events,  or  upon or  after  the  achievement  of  certain  performance
milestones which dates may be advanced or which  occurrences or achievements may
be waived in whole or in part or extended at the discretion of the Committee and
during such period and for such number of Shares as shall be  determined  by the
Committee. Even if an option becomes exercisable upon the achievement of certain
performance milestones, it shall vest at a minimum rate of 20% per year, so long
as the option or Shares  underlying  the Option are issued  pursuant to a permit
issued by the California Department of Corporations, and such minimum vesting is
a requirement of issuance of such permit. If an option becomes  exercisable upon
the  occurrence  of  certain  events  or  achievements  or  certain  performance
milestones,  such  option  may  not be  exercised  unless  the  Committee  shall
determine and notify the  Participant  in writing that such events have occurred
or that such performance milestones have been achieved.

      (g) Death or  Disability of  Participant.  If prior to ten (10) years from
the effective date the  Participant  shall die or become disabled (as defined in
Code  Section  22(e)(3))  while  employed  by the  Company or one or more of its
Affiliates  or within sixty (60) days of  termination  of such  employment,  the
Option may be  exercised  (to the extent  that the  Participant  shall have been
entitled to do so at the date of the  Participant's  death or disability  or, if
sooner,  employment  termination) by the  Participant  (or by the  Participant's
personal representatives,  heirs, or legatees) at any time within one year after
his or her death or disability,  but not after ten (10) years from the effective
date, at the  expiration of which time the Option shall  terminate and no longer
be exercisable.

      If prior to ten (10) years from the effective date the  Participant  shall
become disabled as defined under the Americans with  Disabilities  Act, but such
disability  is not a  disability  as defined  in Code  Section  22(e)(3),  while
employed by the Company or one or more of its  Affiliates  or within  sixty (60)
days after the termination of such  employment,  the Option may be exercised (to
the extent that the Participant shall have been entitled to do so at the date of
the  Participant's  disability)  by the  Participant  at any time within six (6)
months after his/her disability, but not after ten (10) years from the effective
date, at the expiration of which time the Option shall terminate.  The fact that
the Company permits the  Participant to exercise the Option  subsequent to sixty
(60) days after the  termination of such  employment  shall not give rise to any
implication  (or be admissible as evidence in any  proceeding as an admission or
evidence)  that the  Participant  was  disabled  as  defined  by state law or th
Americans with  Disabilities Act, that the Participant was unable to perform the
Participant's job functions,  that the  Participant's  employment was terminated
because the Participant could not perform the  Participant's  job functions,  or
that the Company has not made  reasonable  efforts to accommodate any disability
which Participant may have had. If the Participant and the Company can not agree
as to whether the  Participant  is disabled,  they shall both appear  before the
Company's  Board of  Directors,  or any committee  that the  Company's  Board of
Directors  shall  appoint,  which shall make such  determination  which shall be
final, binding, and conclusive on the Participant and the Company.

Section 11. Change of Control or Change in Capital Structure.

      (c)   If a stock dividend, stock split or reverse stock split, or 
reclassification were to occur, then the aggregate number and/or class of shares
subject to this Option and the exercise price prior to such occurrence shall be 
appropriately adjusted by the Committee in accordance with the terms of this 
Plan, and such adjustment shall be conclusive.  Such adjustment shall have the 
result that if the Participant were to exercise a portion of the Option 
subsequent to such occurrence, then Participant shall have paid the same 
aggregate exercise price to exercise such portion of the Option and shall then 
hold the same class and aggregate number of shares as if the Participant had 
exercised such portion of the Option immediately prior to such occurrence.

      In the event of (A) a merger or  consolidation in which the Company is not
the surviving Company (other than a merger or consolidation  with a wholly owned
subsidiary,  a reincorporation  of the Company in a different  jurisdiction,  or
other transaction in which there is no substantial change in the shareholders of
the Company and the options granted under this Plan are assumed by the successor
Company,  which  assumption  shall  be  binding  on  all  Participants);  (B)  a
dissolution or liquidation of the Company;  (C) the sale of substantially all of
the assets of the Company;  or (D) any other  transaction  which  qualifies as a
"corporate   transaction"   under  Section   424(a)  of  the  Code  wherein  the
shareholders  of the Company give up all of their equity interest in the Company
(except for the acquisition, sale or transfer of all or substantially all of the
outstanding  shares of the  Company),  then the Board of Directors  shall at its
complete discretion make arrangements which shall be binding upon the Participan
as to any portion of the Option,  for the  substitution  of new options for such
portion,  for the assumption of such portion by any successor to the Company, or
for the  acceleration  of the  expiration  date of such  portion  to a date  not
earlier than thirty (30) daysafter notice to the Participant.  Any such 
substitution or assumption of any  portion of the Option need not comply with 
Section 425(a) of the Code nor in the event of the acceleration of the
expiration date of any portion of the Option  need the exercisability of such
portion be accelerated.
Exhibit 23(a)

                       CONSENT OF INDEPENDENT ACCOUNTANTS

      We consent to the incorporation by reference in the Registration Statement
of TMCI Electronics, Inc. on Form S-8 filed with the Securities and Exchange 
Commission on January 28, 1998 of our report dated March12,  1997,  except as to
Note 10 for which  the date is March 27, 1997, on our audits of the consolidated
financial statements of TMCI Electronics,  Inc. as of December 31, 1996,  and 
for the two years then ended,  which report was included in the Annual Report on
Form 10-K.

                              MOORE STEPHENS, P. C.
                          Certified Public Accountants.
Cranford, New Jersey
January 28, 1998
January 23, 1998                    Exhibit 23(b)
                                                                       3776-07
TMCI Electronics, Inc.
1877 Dobbin Drive
San Jose, CA  95133

      Re:   Proposed Form S-8 Registration
            of Options and Shares of Common Stock
            for Stock Option Plan

Ladies and Gentlemen:

      We refer to the  Registration  Statement  on Form S-8 to which this letter
will be attached as an exhibit, to be filed by TMCI Electronics, Inc. a Delaware
corporation  (the "Company") with the Securities and Exchange  Commission  under
the Securities Act of 1933, as amended (the "Act"),  relating to 500,000 options
to purchase shares of the Company's $0.001 par value per share Common Stock (the
"Options") and 500,000 shares of the Company's $0.001 per share par value Common
Stock (the  "Shares") to be issued  pursuant to the Company's  1995 Stock Option
Plan, as amended (the "Plan").

      As counsel to the Company,  we have  examined such  corporate  records and
other documents and have made such legal  examinations and factual  inquiries as
we have considered  necessary for the purpose of rendering this opinion.  On the
basis of such examinations and inquiries,  we are of the opinion that upon their
issuance pursuant to the Plan, the Options will be validly  authorized,  legally
issued, fully paid and non assessable. Further, on the basis of such examination
and inquiries,  we are of the opinion that upon their  issuance  pursuant to the
exercise of the Options or  restricted  stock  awards made  pursuant to the Plan
that the Shares will be validly authorized,  legally issued,  fully paid and non
assessable.

      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement  and to the  reference  to this firm  under the  heading
"Legal Matters" in the Prospectus  contained therein.  This consent is not to be
construed as an admission  that we are a person whose  consent is required to be
filed with the  Registration  Statement under the provisions of Section 7 of the
Act.

                         ROSENBLUM, PARISH & ISAACS, PC

                         By    Member of  the firm
                               ------------------------
                               Member of the Firm