As filed with the Securities and Exchange Commission on September 30,
1998
                                       Registration No. 333-______


                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                        --------------------

                              FORM S-8
                       REGISTRATION STATEMENT
                              Under the
                       Securities Act of 1933
                        --------------------

                     EFI ELECTRONICS CORPORATION
       (Exact name of registrant as specified in its charter)


                                 
            Delaware                           75-2072203
 (State or other jurisdiction of            (I.R.S. Employer
 incorporation or organization)            Identification No.)


                        --------------------

                        1751 South 4800 West
                     Salt Lake City, Utah 84104
              (Address of Principal Executive Offices,
                         including Zip Code)

                     EFI ELECTRONICS CORPORATION
                         1998 INCENTIVE PLAN
                      (Full title of the plan)



                                                Copy to:
   EFI Electronics Corporation              RICHARD G. BROWN
         David G. Bevan             Parr Waddoups Brown Gee & Loveless
      1751 South 4800 West          185 South State Street, Suite 1300
   Salt Lake City, Utah 84104          Salt Lake City, Utah 84111
         (801) 977-9009                      (801) 532-7840
  (Name, address and telephone
  number, including area code,
      of agent for service)


                        --------------------

                   CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------

Title of Securities to    Amount to    Proposed    Proposed
     be Registered        be           Maximum     Maximum
                          Registered   Offering    Aggregate       Amount of
                                       Price       Offering       Registration
                                       per          Price(1)        Fee(1)
                                       Share(1)
- --------------------------------------------------------------------------------

Common Stock..........    750,000      $1.69     $1,267,810.25       $371.05
                          shares
- --------------------------------------------------------------------------------

(1) Estimated  pursuant to Rule  457(h)(1)  and 457(c).  With respect to 304,587
shares of the 750,000 being registered,  the offering price per share, aggregate
offering price and registration fee have been calculated based upon the exercise
price at which  options  with  respect  to such  shares may be  exercised.  With
respect to the remaining 445,413 shares being registered, for which the offering
price is not known, the offering price per share,  aggregate  offering price and
registration  fee are  computed  on the basis of the average of the high and low
sales prices as reported on the NASDAQ Small Cap Market on September 29, 1998.


<PAGE>


                               PART I

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

      *    Information  required by Part I to be contained in the Section  10(a)
           prospectus is omitted from this Registration  Statement in accordance
           with Rule 428 under  the  Securities  Act of 1933,  as  amended  (the
           "Securities Act"), and the Note to Part I of Form S-8.


                               PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

      The  following  documents  filed  by  EFI  Electronics   Corporation  (the
"Registrant")   with  the   Securities   and  Exchange   Commission  are  hereby
incorporated by reference in this Registration Statement:

      (1) The Registrant's Annual Report on Form 10-KSB for the year ended March
31, 1998.

      (2) The Registrant's  Quarterly Report on Form 10-QSB for the three months
ended June 30, 1998.

      (3) The  description  of the  Registrant's  Common Stock  contained in the
Registrant's  Registration  Statement  on Form 8-A filed  under  the  Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  including any amendment
or  report  filed  under the  Exchange  Act for the  purpose  of  updating  such
description.

      In addition,  all documents  subsequently filed by the Registrant pursuant
to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement  contained  herein
(or in any other  subsequently  filed  document  which also is  incorporated  by
reference  herein)  modifies or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.

Item 4.  Description of Securities.

      Not applicable.


Item 5.  Interests of Named Experts and Counsel.

      Not applicable.


<PAGE>

Item 6.  Indemnification of Directors and Officers.

      Section  102(b)(7) of the Delaware  General  Corporation  Law authorizes a
Delaware  corporation to have a provision in its  certificate  of  incorporation
eliminating  or limiting the personal  liability of its  directors to it and its
stockholders for monetary  damages for breach of a director's  fiduciary duty of
care; provided that such provision shall not eliminate or limit 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 involve  intentional  misconduct or a knowing  violation of law, (iii) for
unlawful  payments of dividends or unlawful stock  repurchases or redemptions as
provided in Section 174 of the Delaware  General  Corporate  Law or (iv) for any
transaction from which the director derived an improper  personal  benefit.  The
Registrant's  Certificate  of  Incorporation  provides  that the  liability of a
director to the Registrant or the Registrant's stockholders for monetary damages
for breach of fiduciary  duty is eliminated to the fullest  extent  permitted by
Section 102(b)(7).

      The Registrant's  Certificate of Incorporation  provides that any director
or officer of the Registrant, individually or with others, may be a party to, or
may have an interest in, any transaction of the Registrant or any transaction in
which the  Registrant  is a party or has an interest.  Each person who is now or
may become a director or officer of the  Registrant is relieved  from  liability
that he might otherwise  obtain in the event such director or officer  contracts
with the  Registrant for the benefit of himself or any other firm or corporation
in which he may have an interest, provided such director or officer acts in good
faith.

      Section 145 of the Delaware General  Corporation Law permits a corporation
to  indemnify  any  person who was or is a party or is  threatened  to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that he is or was a director,  officer,  employee or agent of the corporation or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses,  judgments,  fines  and  amounts  paid  in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action.  In an action brought to obtain a judgment in the  corporation's  favor,
whether  by  the  corporation  itself  or  derivatively  by a  stockholder,  the
corporation may only indemnify for expenses, including attorney's fees, actually
and  reasonably  incurred in  connection  with the defense or settlement of such
action.  In any such action,  no  indemnification  may be paid in respect of any
claim,  issue or matter as to which such person shall have been adjudged  liable
to the  corporation  except  as  otherwise  approved  by the  Delaware  Court of
Chancery  or the  court in which the claim  was  brought.  In any other  type of
proceeding,  the indemnification may extend to judgments, fines and amounts paid
in settlement,  actually and reasonably  incurred in connection  with such other
proceeding, as well as to expenses.

      The  statute  does not permit  indemnification  unless the person  seeking
indemnification  has acted in good faith and in a manner he reasonably  believed
to be in, or not opposed to, the best  interests of the  corporation  and,  with
respect to any criminal  actions or  proceedings,  the person had no  reasonable
cause to believe his  conduct was  unlawful.  The  statute  contains  additional
limitations  applicable to criminal  actions and to actions brought by or in the
name of the corporation.

      The  Registrant's  Certificate  of  Incorporation  and Bylaws  require the
Registrant  to  indemnify  its  directors  and  officers to the  fullest  extent
permitted under Delaware law. Specifically, the Registrant's Bylaws provide that
the  Registrant  shall,  to the  fullest  extent  permitted,  and in the  manner
required by the law of the State of  Delaware,  shall (i)  indemnify  any person
(and the heirs and legal representative of such person) who was or is made or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  Registrant,  or is or was  serving at the  request of the  Registrant  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust  or other  enterprise,  against  any  applicable  obligation  or
liability  permitted  by law; and (ii) provide to any such person (and the heirs
and legal  representatives  of such person)  advances  for expenses  incurred in
defending any such action, suit or proceeding, upon receipt of an undertaking by
or on behalf of such  person  (and the heirs and legal  representatives  of such
person) to repay such advances if it shall  ultimately be determined  that he is
not entitled to indemnification by the Registrant.  The Registrant's Certificate
of Incorporation,  as amended,  provides that the Registrant shall indemnify any
and all persons  (and the  respective  heirs,  administrators,  successors,  and
assigns  of such  person)  who may  serve  or who  have  served  at any  time as

<PAGE>

directors or  officers,  or who, at the request of the Board of Directors of the
Registrant,  may serve,  or at any time have served as  directors or officers of
another corporation in which the Registrant at such time owned or may own shares
of stock,  or which it was or may be a creditor,  against  any and all  expenses
actually  or  necessarily  by such  persons in  connection  with the  defense or
settlement  of any claim,  action,  suit or  proceeding in which they, or any of
them, are made parties, or a party, or which may be assessed against them or any
of them by  reason  of  being  or  having  been  directors  or  officers  of the
Registrant,  except in  relation  to  matters as to which any such  director  or
officer shall be adjudged in any action, suit or proceeding to be liable for his
own negligence or misconduct in the performance of his duties.  The Registrant's
Bylaws further  provide that this  indemnification  and  advancement of expenses
shall  not be  deemed  exclusive  of any other  rights  to which  those  seeking
indemnification or advancement of expenses may be entitled under any resolution,
agreement, vote of stockholders or disinterested directors or otherwise.

      Section  145(g) of the Delaware  General  Corporation  Law  provides  that
corporations have the power to purchase and maintain  insurance on behalf of any
person who is or was a director,  officer, employee or agent of the corporation,
or is or was serving at the request of the  corporation as a director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise  against liability  asserted against him and incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
corporation  would have the power to indemnify him against such  liability.  The
Registrant's  Bylaws  provide the  Registrant  with this power.  The  Registrant
maintains  insurance from a commercial carrier against certain  liabilities that
may be incurred by its directors and officers.

      The foregoing description is necessarily general and does not describe all
details  regarding the  indemnification  of officers,  directors or  controlling
persons of the Registrant.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      See the Exhibit Index on page 7.


Item 9.  Undertakings.

      (a)  The undersigned Registrant hereby undertakes:

           (1) To file,  during  any  period in which  offers or sales are being
      made of the securities  registered  hereby, a post-effective  amendment to
      this Registration Statement:

                (i)  To include any prospectus  required by section
           10(a)(3) of the Securities Act of 1933;

                (ii) To reflect in the  prospectus  any facts or events  arising
           after the effective date of this 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 this Registration Statement;

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

      provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the  Registration  Statement  is on  Form  S-3 or  Form  S-8,  and  the
      information required to be included in a post-effective amendment by those
      paragraphs  is  contained  in  periodic  reports  filed 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.



<PAGE>

           (2) That,  for the purpose of  determining  any  liability  under the
      Securities Act of 1933, each such post-effective amendment 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.

           (3)  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.

      (b) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, 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.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 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 or  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, 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 Salt Lake, State of Utah, on September 30, 1998.

                                     EFI Electronics Corporation


                                     By  /s/ Richard D. Clasen
                                         Richard D. Clasen, Chief Executive 
                                         Officer and President


                          POWER OF ATTORNEY

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the dates  indicated.  Each person  whose  signature  to this
Registration  Statement appears below hereby constitutes and appoints Richard D.
Clasen  and  David  G.  Bevan,  and  each  of  them,  as  his  true  and  lawful
attorney-in-fact  and  agent,  with full power of  substitution,  to sign on his
behalf  individually  and in the  capacity  stated below and to perform any acts
necessary  to be done  in  order  to  file  all  amendments  and  post-effective
amendments  to this  Registration  Statement,  and any  and all  instruments  or
documents filed as part of or in connection with this Registration  Statement or
the  amendments  thereto  and each of the  undersigned  does  hereby  ratify and
confirm all that said  attorney-in-fact and agent, or his substitutes,  shall do
or cause to be done by virtue hereof.
 
          Signature           Title                                 Date


   /s/ Richard D. Clasen      Chief Executive Officer, 
   Richard D. Clasen          President and Director          September 30, 1998
                              (Principal Executive Officer)


   /s/ David G. Bevan        Chief Financial Officer and      September 30, 1998
   David G. Bevan            Executive Vice President 
                             (Principal Financial Officer)


   /s/ James H. Biggart      Executive Vice President Sales   September 30, 1998
   James H. Biggart          and Marketing


   /s/ Gaylord K. Swim       Director                         September 30, 1998

   Gaylord K. Swim


   /s/ Reino Kerttula        Director                         September 30, 1998
   Reino Kerttula




<PAGE>


                     EFI ELECTRONICS CORPORATION

                            EXHIBIT INDEX

- --------------------------------------------------------------------------------

Regulation S-K    Description                                     Sequential
Exhibit No.                                                        Page No.
- --------------------------------------------------------------------------------
    4.1         Certificate of Incorporation as
                Restated and Amended.

    4.2*        Bylaws of the Registrant as Amended and 
                Restated. (Incorporated by reference from 
                the Annual Report on Form 10-K filed by the
                Registrant for the year ended March 31, 1989).

    4.3         EFI Electronics Corporation 1998
                Incentive Plan.

     5          Opinion of Parr Waddoups Brown Gee
                & Loveless, a professional
                corporation, as to the legality of
                the securities offered.

    23.1        Consent of Grant Thornton LLP.

    23.2        Consent of Parr Waddoups Brown Gee
                & Loveless, a professional
                corporation (included in Exhibit
                No. 5).

     24         Powers of Attorney (included on page 6 hereof).

- ----------------------------------
* Incorporated by reference



<PAGE>


                                                                    EXHIBIT 4.1


<PAGE>


                    CERTIFICATE OF AMENDMENT

                               OF

                  CERTIFICATE OF INCORPORATION

           EFI  Electronics  Corporation,  a corporation  organized and existing
   under and by virtue of the General Corporation Law of the State of Delaware

   DOES HEREBY CERTIFY:

         FIRST:  That at a meeting of the board of Directors of EFI  Electronics
   Corporation  resolutions were duly adapted setting forth a proposed amendment
   to the  Certificate  of  Incorporation  of said  corporation,  declaring said
   amendment to be advisable and presenting said amendment at the annual meeting
   of stockholders of said corporation for consideration thereof. The resolution
   setting forth the proposed amendment is as follows:

       RESOLVED,  that the  Certificate of  Incorporation  of the corporation be
   amended by adding the Article  thereof  numbered  "XIV" so that said  Article
   shall be and read as follows:

                          ARTICLE XIV

                      DIRECTORS' LIABILITY

            The personal  liability of the  Director to the  Corporation  or its
       stockholders  for monetary damages for breach of fiduciary duty is hereby
       eliminated to the fullest extent permitted by paragraph (7) of subsection
       102(b)  of the  Delaware  General  Corporation  Law,  as the  some may be
       hereafter  amended  from time to time.  In the event such  subsection  is
       amended  to  decrease  or limit in any manner  the  protection  or rights
       currently   available  to  Directors,   such   amendment   shall  not  be
       retroactively applied in determining the personal liability of a Director
       pursuant to this Article XIV prior to the enactment of such amendment.

       SECOND:  That  thereafter,   pursuant  to  resolution  of  its  Board  of
   Directors,  the annual meeting of the  stockholders  of said  corporation was
   duly  called and held,  upon  notice in  accordance  with  Section 222 of the
   General  Corporation  Law of the  State  of  Delaware  at which  meeting  the
   necessary  number of shares as required by statute were voted in favor of the
   amendment.

       THIRD:   That  said   amendment  was  duly  adapted  in
   accordance  with  the  provisions  of  Section  242  of the
   General Corporation Law of the State of Delaware.

       FOURTH:   That   the   outstanding   capital   of  said
   corporation  shall  not be  reduced  under or by  reason of
   said amendment.

       IN WITNESS  WHEREOF,  said EFI  Electronics  Corporation  has caused this
   certificate  to be  signed by Scott H.  Nelson,  its  President  and David K.
   Giles, its Secretary, this 29th day of April, 1991.

                          By:  /s/  Scott H. Nelson
                                  Scott H. Nelson, President
   ATTEST:

   By:  /s/  David K. Giles
        David K. Giles, Secretary


<PAGE>
                    CERTIFICATE OF AMENDMENT

                               OF

                  CERTIFICATE OF INCORPORATION

       EFI Electronics  Corporation,  a corporation organized and existing under
   and by virtue of the General Corporation Law of the State of Delaware,

   DOES HEREBY CERTIFY:

       FIRST:  That at a meeting of the Board of  Directors  of EFI  Electronics
   Corporation, resolutions were duly adapted setting forth a proposed amendment
   to the  Certificate  of  Incorporation  of said  corporation,  declaring said
   amendment to be advisable and calling a meeting of the  stockholders  of said
   corporation  for  consideration  thereof.  The  resolution  setting forth the
   proposed amendment is as follows:

       RESOLVED,  that the Certificate of  Incorporation  of this corporation be
       amended  by  changing  the  Article  thereof  numbered  "IV" so that,  as
       amended, said Article shall be and read as follows:

           "The  aggregate  number of shares of all  classes of stock  which the
           Corporation shall have authority to issue is 20,000,000, all of which
           shall be Common  Stock  having a par value of $0.0001 per share.  The
           9,774,251  presently issued and outstanding shares of common stock of
           the Corporation  shall be reverse split on the basis of one share for
           each three shares outstanding, par value $0.0001 per share."

       SECOND:  That  thereafter,   pursuant  to  resolution  of  its  Board  of
   Directors, a special meeting of the stockholders of said corporation was duly
   called and held,  upon notice in  accordance  with section 222 of the General
   Corporation  Law of the State of  Delaware  at which  meeting  the  necessary
   number of shares as required by statute were voted in favor of the amendment.

       THIRD:   That  said   amendment  was  duly  adapted  in
   accordance  with  the  provisions  of  Section  242  of the
   General Corporation Law of the State of Delaware.

       FOURTH:   That   the   outstanding   capital   of  said
   corporation  shall  not be  reduced  under or by  reason of
   said amendment.

       IN WITNESS  WHEREOF,  said EFI  Electronics  Corporation  has caused this
   certificate  to be signed by Scott H.  Nelson,  its  President,  and David K.
   Giles, its Secretary, the 21st day of July, 1989.

                          By:  /s/  Scott H. Nelson
                                  Scott H. Nelson, President

   ATTEST:


   By:   /s/  David K. Giles
           David K. Giles, Secretary



<PAGE>


                    CERTIFICATE OF AMENDMENT

                               OF

                  CERTIFICATE OF INCORPORATION

       EFI Electronics  Corporation,  a corporation organized and existing under
   and by virtue of the General Corporation Law of the State of Delaware.

   DOES HEREBY CERTIFY:

       FIRST:  That at a meeting of the Board of  Directors  of EFI  Electronics
   Corporation  resolutions were duly adapted setting forth a proposed amendment
   to the  Certificate  of  Incorporation  of said  corporation,  declaring said
   amendment to be advisable and calling a meeting of the  stockholders  of said
   corporation  for  consideration  thereof.  The  resolution  setting forth the
   proposed amendment is as follows:

       RESOLVED,  that the Certificate of  Incorporation  of this corporation be
   amended by changing the Article  thereof  numbered  "IV" so that,  as amended
   said Article shall be and read as follows:

       "The  aggregate  number  of  shares  of all  classes  of stock  which the
       Corporation  shall have  authority  to issue is  20,000,000  all of which
       shall be Common Stock having a par value of $0.0001 per share."

       SECOND:  That  thereafter,   pursuant  to  resolution  of  its  Board  of
   Directors, a special meeting of the stockholders of said corporation was duly
   called and held,  upon notice in  accordance  with Section 222 of the General
   Corporation  Law of the state of  Delaware  at which  meeting  the  necessary
   number of shares as required by statute were voted in favor of the amendment.

       THIRD:   That  said   amendment  was  duly  adapted  in
   accordance  with  the  provisions  of  Section  242  of the
   General Corporation Law of the State of Delaware.

       FOURTH:   That   the   outstanding   capital   of  said
   corporation  shall  not be  reduced  under or by  reason of
   said amendment.

       IN WITNESS  WHEREOF,  said EFI  Electronics  Corporation  has caused this
   certificate to be signed by George O. Stewart,  its  President,  and David K.
   Giles, its Secretary, this 30th day of March, 1988.

                            By: /s/ George O. Stewart
                                 George O. Stewart, President

   ATTEST:

   By:  /s/  David K. Giles
           David K. Giles, Secretary


<PAGE>



                      CERTIFICATE OF MERGER

                               OF

               EFI CORPORATION, a Utah Corporation

                              INTO

     HALYX DEVELOPMENT COMPANY, INC., a Delaware Corporation

       Pursuant  to the  provisions  of  Section  252 of  the  Delaware  General
   Corporation Law, the undersigned Halyx Development Company,  Inc., a Delaware
   corporation  (sometimes  herein referred to as the "Surviving  Corporation"),
   hereby adopts the following Certificate of
   Merger:

           1. The names and states of  incorporation  of each of the constituent
   corporations are:

                (a) EFI Electronics, a Utah corporation.

                (b) Halyx Development Company, Inc., a
                   Delaware corporation.

           2. An  Agreement  and Plan of Merger dated as of January 6, 1987 (the
   "Agreement of Merger") has been approved,  adopted,  certified,  executed and
   acknowledged  by each of the  constituent  corporations  in  accordance  with
   subsection (c) of Section 252 of the Delaware General Corporation Law.

           3.  The  name of the  surviving  or  resulting  corporation  is Halyx
   Development Company, Inc., a Delaware corporation, which name will be changed
   by amendment to the Certificate of  Incorporation  referred to in Paragraph 4
   below to "EFI Electronics Corporation".

           4.  Pursuant  to  the  Agreement  of  Merger,   the   Certificate  of
   Incorporation  of the Surviving  Corporation  will be amended and restated to
   conform with the  Certificate of  Incorporation  attached hereto as Annex "A"
   and by this reference incorporated herein.

           5. The executed Agreement of Merger is on file at the principal place
   of business of the Surviving Corporation at the address below:
                               EFI Electronics
                               350 West 2700 South
                           Salt Lake City, Utah 84115

           6. A copy  of the  Agreement  of  Merger  will  be  furnished  by the
   Surviving  Corporation,  on request and without cost, to any  stockholder  of
   either constituent corporation.

           7.  The  authorized  capital  stock  of EFI  Electronics  Corporation
   existing before the Agreement of Merger is 5,000,000  shares of Common Stock,
   par value $.01, constituting a total authorized capital of $50,000.

       EXECUTED as of the day of 25th day of June, 1987.

                                    SURVIVING CORPORATION:
                                Halyx Development
   Company,
                                Inc., a Delaware
   corporation

                                    By  /s/  Larry E. Howell
                                          Larry E. Howell,
   President


                                    By  /s/  E. James Bradley
                                          E. James Bradley,
   Secretary


<PAGE>

   STATE OF UTAH          )
                          :     ss.
   COUNTY OF SALT LAKE    )

       Larry E. Howell, having been first duly sworn, hereby declares, certifies
   and acknowledges that (a) he executed the foregoing  Certificate of Merger as
   President of HALYX DEVELOPMENT  COMPANY,  INC. and that such execution is the
   act and  deed  of  HALYX  DEVELOPMENT  COMPANY,  INC.;  (b) he has  read  the
   foregoing  certificate and knows the contents thereof; and (c) the statements
   and facts contained therein are true and correct.

       EXECUTED this 25th day of June, 1987.

                                    /s/  Larry E. Howell
                                 Larry E. Howell

       SUBSCRIBED AND SWORN to before me the 25th day of June, 1987.

                                    /s/  Joyce A. Stopford
                                  Notary Public
                              Residing at: Dallas,
   Texas
   My Commission Expires:

   March 31, 1989


<PAGE>

             RESTATED CERTIFICATE OF INCORPORATION

                               OF

                 HALYX DEVELOPMENT COMPANY, INC.

       Pursuant to the Agreement and Plan of Merger dated January 1, 1987, Halyx
   Development company,  Inc. ("Halyx") , a Delaware  corporation,  acquired EFI
   Corporation  ("EFI"), a Utah corporation.  Halyx, the surviving  corporation,
   was  originally  incorporated  under  the laws of the  State of  Delaware  on
   November  12, 1985.  The Restated  Certificate  of  Incorporation,  as stated
   herein, was duly adapted in accordance with the provisions of Section 245 and
   242 of the General Corporation Law of the State of Delaware.
                            ARTICLE I

                              NAME

       The name of the  Corporation  hereby  created  shall  be EFI  Electronics
   Corporation.

                           ARTICLE II

                            DURATION

       The  Corporation  shall continue in existence  perpetually  unless sooner
   dissolved according to law.
                           ARTICLE III

                            PURPOSES

       The purposes for which this Corporation is organized are:

             (a) To develop, design, acquire, purchase, assemble, distribute and
   generally  deal in and  with  electrical  equipment  of  every  type and kind
   including  circuitry,  equipment,  accessories,  appliances and appurtenances
   capable of being employed as power  conditioning or power protection  devices
   for electronic products of every description;
             (b) To seek available business opportunities which have a potential
   for profit,  acquire, merge with or into, or be acquired by one or more other
   businesses,  and to do lawful act or activity for which  corporations  may be
   formed under the laws of the State of Delaware;

             (c) To acquire by purchase or otherwise,  own, hold,  lease,  rent,
   mortgage  or  otherwise,  to trade  with and deal in real  estate  lands  and
   interest in lands and all other property of every kind and nature;

             (d) To  acquire,  sell and  otherwise,  dispose of, deal in stocks,
   bonds mortgages,  securities, notes and commercial paper for corporations and
   individuals, and to lend money and negotiate loans;

             (e) To  borrow  money and to  execute  notes  and  obligations  and
   security  contracts  therefore,  and to lend  any of  monies  or funds of the
   Corporation  and to take  evidence  of  indebtedness  therefore,  and also to
   negotiate  loans; to carry on a general  mercantile and merchandise  business
   and to purchase,  sell and deal in such goods,  supplies,  and merchandise as
   are or may be sold in a general store;

             (f) To guarantee  the payment of dividends or interest on any other
   contract or obligation of, any  corporation  whenever proper or necessary for
   the business of the Corporation in the judgment of its directors;

             (g) To do all and everything necessary,  suitable,  convenient,  or
   proper for the accomplishment of any of the herein enumerated,  or incidental
   to the powers therein named, or which shall at any time appear  conclusive or
   expedient for the protection or benefit of the Corporation, either as holders
   of or interested in any property, or otherwise; with all the powers hereafter
   conferred by the laws under which this Corporation is organized; and


<PAGE>

             (h) To engage in any and all other lawful purposes,  activities and
   pursuits, whether similar or dissimilar to the foregoing, and the Corporation
   shall  have all  powers  allowed  or  permitted  by the laws of the  State of
   Delaware.
                           ARTICLE IV

                         CAPITALIZATION

       The  aggregate  number  of  shares  of all  classes  of stock  which  the
   Corporation  shall have authority to issue is 500,000,000  all of which shall
   be Common Stock having a par value of $0.0001 per share.
                            ARTICLE V

                        CLASSES OF STOCK

       A statement of the designations and the powers, preferences,  and rights,
   and the qualifications,  limitations,  or restrictions thereof, of the shares
   of stock which the Corporation shall be authorized to issue, is as follows:

             (a) General Rights.  All stock of the  Corporation  shall be of the
   same class,  common,  and shall have the same rights and  preferences.  Fully
   paid  stock  of the  Corporation  shall  not be  liable  to any  call  and is
   nonassessable.

             (b)  Dividends.  The  holders  of shares of Common  Stock  shall be
   entitled to receive  dividends when and as declared by the Board of Directors
   out of funds legally available therefor.

             (c) Voting.  Except as otherwise  expressly provided by law, in all
   matters as to which the vote or consent of  stockholders  of the  Corporation
   shall be required or be taken, including,  any vote to amend this Certificate
   of Incorporation to increase or decrease the par value,  effect a stock split
   or  combination  of shares,  or alter or change the  powers,  preferences  or
   special rights of the Common Stock,  the holders of the Common Stock shall be
   entitled to vote on all such matters, and the holders of the shares of Common
   Stock shall each have one (1) vote per shares.

             (d) Issuance of Rights and Warrants. The Corporation shall have the
   power to issue,  with or without any connection to the issued and sale of its
   Common Stock, or other securities, rights, warrants, or options entitling the
   holders thereof to purchase from the Corporation  shares of its Common Stock,
   or other  securities,  upon which terms and  conditions and at such times and
   for such consideration or price as the Board of Directors,  in its discretion
   may determine.  In the absence of fraud,  the judgment of the directors as to
   the consideration for the issuance of such rights,  warrants,  or options and
   the sufficiency thereof shall be conclusive.

                           ARTICLE VI

                             BY-LAWS

       In furtherance and not in limitation of the powers  conferred by statute,
   the Board of Directors is expressly  authorized to make,  alter or repeal the
   By-Laws of the Corporation.

                           ARTICLE VII

                      MEETINGS AND RECORDS

       Meetings of the  stockholders  may be held within or without the State of
   Delaware,  as the By-Laws may provide.  The books of the  Corporation  may be
   kept (subject to any provision  contained in the statutes)  outside the State
   of Delaware at such place or places as may be designated from time to time by
   the Board of  Directors  or in the By-Laws of the  Corporation.  Elections of
   directors need not be written by ballot unless the By-Laws of the Corporation
   shall so provide.


<PAGE>


                          ARTICLE VIII

                      NO PRE-EMPTIVE RIGHTS

       Shareholders  of the  Corporation  shall not have  pre-emptive  rights to
   subscribe for or acquire  additional shares of the Corporation,  whether such
   shares be hereby or hereafter authorized.

                           ARTICLE IX

                   INDEMNIFICATION OF OFFICERS
                          AND DIRECTORS

       The Corporation  shall indemnify any and all persons who may serve or who
   have served at any time as directors  or officers,  or who, at the request of
   the Board of Directors  of the  Corporation,  may serve,  or at any time have
   served  as  directors  or  officers  of  another  corporation  in  which  the
   Corporation at such time owned or may own shares of stock, or which it was or
   may be a creditor, and the respective heirs, administrators,  successors, and
   assigns, against any and all expenses,  including amounts paid upon judgment,
   counsel  fees,  and  amount  paid in  settlement  ( before  or after  suit is
   commenced),  actually or necessarily  by such persons in connection  with the
   defense or  settlement  or any claim,  action,  suit,  or proceeding in which
   they, or any of them, are made parties,  or a party, or which may be assessed
   against them or any of them,  by reason of being or having been  directors or
   officers of the Corporation, or such other corporation, except in relation to
   matters as to which any such director or officer of the Corporation,  or such
   other  corporation,  or former  director or officer  shall be adjudged in any
   action,  suit or proceeding to be liable for his own negligence or misconduct
   in the performance of his duties. Such  indemnification  shall be in addition
   to any other rights to which those indemnified may be entitled under any law,
   by-law, agreement, vote of stockholders or otherwise.

                            ARTICLE X

                OFFICERS AND DIRECTORS CONTRACTS

       No contract or other  transaction  between this Corporation and any other
   firm or corporation  shall be affected by the fact that a director or officer
   of this  Corporation  has an interest in, or is a director or officer of this
   Corporation or any other corporation. Any officer or director individually or
   with others,  may be a party to, or may have an interest in, any  transaction
   of this Corporation,  or any transaction in which this corporation is a party
   or has an  interest.  Each  person  who is now or may  become an  officer  or
   director of this  Corporation  is hereby  relieved  from  liability  he might
   otherwise  obtain in this event such officer or director  contracts with this
   Corporation  for the benefit of himself or any firm or other  corporation  in
   which he may have an interest, provided such officer or director acts in good
   faith.

                           ARTICLE XI

                   REGISTERED OFFICE AND AGENT

       The  address of its  registered  office in the State of  Delaware is 1209
   Orange Street, in the city of Wilmington,  County of New Castle.  The name of
   its registered agent at such address is The Corporation Trust Company.

                           ARTICLE XII

                            AMENDMENT

       The Corporation  reserves the right to amend, alter, change or repeal any
   provision  contained in this Restated  Certificate of  Incorporation,  in the
   manner now or hereafter  prescribed b statute,  and all rights conferred upon
   stockholders herein are granted subject to this reservation.



<PAGE>


                          ARTICLE XIII

                            DIRECTORS

       The Corporation  shall have not less the three (3) nor more than nine (9)
   directors as  determined,  from time to time, by the Board of Directors.  The
   original  Board of Directors  shall be  comprised  of three (3) persons.  The
   names and  addresses of the persons who are to serve as  directors  until the
   first annual meeting of shareholders  and until their  successors are elected
   and shall qualify are as follows:

           Name                     Address

           Larry E. Howell          6510 Abrams Road, Suite 570
                                    Dallas, Texas 75231

           Bradley J. Jorgensen     1918 Gunther Drive
                                    Salt Lake City, Utah 84121

           George I. Norman III     849 Coatsville Avenue
                                    Salt Lake City, Utah 84105


       IN WITHNESS  WHEREOF,  Halyx  Development  Company,  Inc.  has caused its
   corporate  seal to be  hereunto  affixed  and this  Restated  Certificate  of
   Incorporation to be signed by Larry E. Howell, its President, and Attested by
   its Secretary, the 25th day of June, 1987.



                               By:  /s/  Larry E. Howell
                                    President



                               Attest:  /s/ E. James Bradley
                                    Secretary


<PAGE>



                  CERTIFICATE OF INCORPORATION

                               OF

                 HALYX DEVELOPMENT COMPANY, INC.


                            ARTICLE I

                              NAME

       The name of the  Corporation  hereby  created shall be HALYX  DEVELOPMENT
   COMPANY, INC.

                           ARTICLE II

                            DURATION

       The  Corporation  shall continue in existence  perpetually  unless sooner
   dissolved according to law.

                           ARTICLE III

                            PURPOSES

       The purposes for which this Corporation is organized are:

             (a) To seek available business opportunities which have a potential
   for profit,  acquire, merge with or into, or be acquired by one or more other
   businesses,  and to do any lawful act or activity for which  corporations may
   be formed under the laws of the State of Delaware.

             (b) To acquire by purchase or otherwise,  own, hold,  lease,  rent,
   mortgage  or  otherwise,  to trade  with and deal in real  estate  lands  and
   interest in lands and all other property of every kind and nature.

             (c) To  acquire,  sell and  otherwise,  dispose of, deal in stocks,
   bonds, mortgages, securities, notes and commercial paper for corporations and
   individuals, and to lend money and negotiate loans;

             (d) To  borrow  money and to  execute  notes  and  obligations  and
   security  contracts  therefore,  and to lend  any of  monies  or funds of the
   Corporation  and to take  evidence  of  indebtedness  therefore,  and also to
   negotiate  loans; to carry on a general  mercantile and merchandise  business
   and to purchase,  sell and deal in such goods,  supplies,  and merchandise as
   are or may be sold in a general store;

             (e) To guarantee  the payment of dividends or interest on any other
   contract or obligation of, any  corporation  whenever proper or necessary for
   the business of the Corporation in the judgment of its directors;

             (f) To do all and everything necessary,  suitable,  convenient,  or
   proper for the accomplishment of any of the purposes of the attainment of any
   one or more of the objects  herein  enumerated,  or  incidental to the powers
   therein named, or which shall at any time appear  conclusive or expedient for
   the  protection  or  benefit  of the  Corporation,  either as  holders  of or
   interested  in any  property,  or  otherwise;  with all the powers  hereafter
   conferred by the laws under which this Corporation is organized; and

             (g) To engage in any and all other lawful purposes,  activities and
   pursuits, whether similar or dissimilar to the foregoing, and the Corporation
   shall  have all  powers  allowed  or  permitted  by the laws of the  State of
   Delaware.


<PAGE>


                           ARTICLE IV

                         CAPITALIZATION

       The  aggregate  number  of  shares  of all  classes  of stock  which  the
   Corporation  shall have authority to issue is 500,000,000  all of which shall
   be Common Stock having a par value of $0.0001 per share.
                            ARTICLE V

                        CLASSES OF STOCK

       A statement of the designations and the powers, preferences,  and rights,
   and the qualifications,  limitations,  or restrictions thereof, of the shares
   of stock which the Corporation shall be authorized to issue, is as follows:

             (a) General Rights.  All Stock of the  Corporation  shall be of the
   same class,  common,  and shall have the same rights and  preferences.  Fully
   paid  stock  of the  Corporation  shall  not be  liable  to any  call  and is
   non-assessable.

             (b)  Dividends.  The  holders  of shares of Common  Stock  shall be
   entitled to receive  dividends when and as declared by the Board of Directors
   out of funds legally available therefor.

             (c) Voting.  Except as otherwise  expressly provided by law, in all
   matters as to which the vote or consent of  stockholders  of the  Corporation
   shall be required or be taken, including, any vote to amend these Articles of
   Incorporation to increase or decrease the par value,  effect a stock split or
   combination of shares, or alter or change the powers,  preferences or special
   rights of the Common Stock, the holders of the Common Stock shall be entitled
   to vole on all such  matters,  and the holders of the shares of Common  Stock
   shall each have one (1) voter per share.

             (d) Issuance of Rights and Warrants. The corporation shall have the
   power to issue,  with or without any  connection to the issue and sale of its
   Common Stock, or other securities, rights, warrants, or options entitling the
   holders thereof to purchase from the Corporation  shares of its Common Stock,
   or other  securities,  upon which terms and  conditions and at such times and
   for such consideration or price as the Board of Directors,  in its discretion
   may determine.  In the absence of fraud,  the judgment of the directors as to
   the consideration for the issuance of such rights,  warrants,  or options and
   the sufficiency thereof shall be conclusive.

                           ARTICLE VI

                             BY-LAWS

       In furtherance and not in limitation of the powers  conferred by statute,
   the Board of Directors is expressly  authorized to make,  alter or repeal the
   By-Laws of the Corporation.

                           ARTICLE VII

                      MEETINGS AND RECORDS

       Meetings of the  stockholders  may be held within or without the State of
   Delaware,  as the By-Laws may provide.  The books of the  Corporation  may be
   kept (subject to any provision  contained in the statutes)  outside the State
   of Delaware at such place or places as may be designated from time to time by
   the Board of  Directors  or in the By-Laws of the  Corporation.  Elections of
   directors need not be by written ballot unless the By-Laws of the Corporation
   shall so provide.

<PAGE>


                          ARTICLE VIII

                      NO PRE-EMPTIVE RIGHTS

       Shareholders  of the  Corporation  shall not have  pre-emptive  rights to
   subscribe for or acquire  additional shares of the Corporation,  whether such
   shares be hereby or hereafter authorized.


                           ARTICLE IX

                   INDEMNIFICATION OF OFFICERS
                          AND DIRECTORS

       The Corporation  shall indemnify any and all persons who may serve or who
   have served at any time as directors  or officers,  or who, at the request of
   the Board of Directors  of the  Corporation,  may serve,  or at any time have
   served  as  directors  or  officers  of  another  corporation  in  which  the
   Corporation at such time owned or may own shares of stock, or which is was or
   may be a creditor, and the respective heirs, administrators,  successors, and
   assigns, against any and all expenses,  including amounts paid upon judgment,
   counsel  fees,  and  amounts  paid in  settlement  (before  or after  suit is
   commenced),  actually or necessarily  by such persons in connection  with the
   defense or  settlement  or any claim,  action,  suit,  or proceeding in which
   they, or any of them, are make parties,  or a party, or which may be assessed
   against them or any of them,  by reason of being or having been  directors or
   officers of the Corporation, or such other corporation, except in relation to
   matters as to which any such director or officer of the Corporation,  or such
   other  corporation,  or former  Director or officer  shall be adjudged in any
   action,  suit or proceeding to be liable for his own negligence of misconduct
   in the performance of his duties. Such  indemnification  shall be in addition
   to any other rights to which those indemnified may be entitled under any law,
   by-law, agreement, vote of stockholders or otherwise.

                            ARTICLE X

                OFFICERS AND DIRECTORS CONTRACTS

       No contract or other  transaction  between this Corporation and any other
   firm or corporation  shall be affected by the fact that a director or officer
   of this  Corporation  has an interest in, or is a director or officer of this
   Corporation or any other corporation. Any officer or director individually or
   with others,  may be a party to, or may have an interest in, any  transaction
   of the  Corporation,  or any transaction in which this Corporation is a party
   or has an  interest.  Each  person  who is not or may  become an  officer  or
   director of this  Corporation  is hereby  relieved  from  liability  he might
   otherwise  obtain in the event such officer or director  contracts  with this
   Corporation  for the benefit of himself or any firm or other  corporation  in
   which he may have an interest, provided such officer or director acts in good
   faith.

                           ARTICLE XI

                   REGISTERED OFFICE AND AGENT

       The  address of its  registered  office in the State of  Delaware is 1209
   Orange Street, in the City of Wilmington,  County of New Castle.  The name of
   its registered agent at such address is The Corporation Trust Company.

                           ARTICLE XII

                            AMENDMENT

       The Corporation  reserves the right to amend, alter, change or repeal any
   provision contained in the Certificate of Incorporation, in the manner now or
   hereafter  prescribed by statute,  and all rights conferred upon stockholders
   herein are granted subject to this reservation.

<PAGE>

                          ARTICLE XIII

                            DIRECTORS

       The Corporation shall have not less than three (3) nor more than nine (9)
   directors as  determined,  from time to time, by the Board of Directors.  The
   original Board of Directors shall be comprised of three (3) persons. The name
   and  addresses of the persons who are to serve as  directors  until the first
   annual  meeting of  shareholders  and until their  successors are elected and
   shall qualify are as follows:

             Name                   Address

             Larry E. Howell        444 M Bank Building
                                    111 South Garland Ave.
                                    Garland, Texas 75046

             Bradley J. Jorgensen   1918 Gunther Drive
                                    Salt Lake City, Utah 84121

             George I. Norman III   849 Coatsville Ave.
                                    Salt lake City, Utah 84105

                           ARTICLE XII

                          INCORPORATOR

       The name and  address  of the  incorporator  for this  Corporation  is as
   follows:

             Name                   Address

             Bradley J. Jorgensen   1918 Gunther Drive
                                    Salt Lake City, Utah 84121

       I, THE UNDERSIGNED,  being the incorporator  herein before named, for the
   purpose of forming a corporation  pursuant to the General  Corporation Law of
   the  State of  Delaware,  do make  this  certificate,  hereby  declaring  and
   certifying that this is my act and deed and the facts herein stated are true,
   and accordingly have hereunto set my hand this 6th day of November, 1985.

       DATED this 6th day of November, 1985.

                                    /s/  Bradley J. Jorgensen
                                    Bradley J. Jorgensen

<PAGE>

   STATE OF UTAH          )
                          :    ss.
   COUNTY OF SALT LAKE    )

       On the 6th day of November,  1985,  personally appeared before me Bradley
   J. Jorgensen,  as incorporator of Halyx Development  Company,  Inc., who duly
   acknowledged to me that he executed these Articles of  Incorporation  for the
   uses and purposes therein expressed.

                                    /s/  Karen J. Arthur
                                  NOTARY PUBLIC

   My Commission Expires:                 Residing At:

   July 7, 1988                                Salt Lake City, Utah


<PAGE>

                                                                     EXHIBIT 4.3












                ------------------------------


                 EFI ELECTRONICS CORPORATION

                     1998 INCENTIVE PLAN


                ------------------------------




<PAGE>



                      TABLE OF CONTENTS

                                                          Page

1.    Background and Purpose     1

2.    Definitions      1
      2.1  "Adjusted Fair Market Value"     1
      2.2  "Affiliate"      1
      2.3  "Agreement"      1
      2.4  "Award"     1
      2.5  "Board"     1
      2.6  "Cause"     1
      2.7  "Change in Capitalization"       1
      2.8  "Change in Control"   2
      2.9  "Code"      3
      2.10 "Committee"      3
      2.11 "Company"   3
      2.12 "Director"  3
      2.13 "Director Option"     3
      2.14 "Disability"     3
      2.15 "Division"  4
      2.16 "Dividend Equivalent Right"      4
      2.17 "Eligible Director"   4
      2.18 "Eligible Individual"      4
      2.19 "Employee Option"     4
      2.20 "Exchange Act"   4
      2.21 "Fair Market Value"   4
      2.22 "Grantee"   4
      2.23 "Incentive Stock Option"   4
      2.24 "Nonemployee Director"     4
      2.25 "Nonqualified Stock Option"      5
      2.26 "Option"    5
      2.27 "Optionee"  5
      2.28 "Outside Director"    5
      2.29 "Parent"    5
      2.30 "Performance Awards"  5
      2.31 "Performance Cycle"   5
      2.32 "Performance Objectives"   5
      2.33 "Performance Shares"  5
      2.34 "Performance Units"   5
      2.35 "Plan"      5
      2.36 "Pooling Transaction"      5
      2.37 "Restricted Stock"    5
      2.38 "Shares"    5
      2.39 "Stock Appreciation Right"       5
      2.40 "Subsidiary"     5
      2.41 "Successor Corporation"    5
      2.42 "Ten-Percent Stockholder"  6
      2.43 "Termination of Employment"      6

<PAGE>

3.    Administration   6
      3.1  The Committee    6
      3.2  The Committee Powers  6

4.    Stock Subject to the Plan  7
      -------------------------
      4.1  Maximum Shares   7
      4.2  Adjustments to Shares      7
      4.3  Effect   of   Expiration,    Cancellation   or
           Termination      8

5.    Option Grants for Eligible Individuals     8
      5.1  Authority of Committee     8
      5.2  Purchase Price   8
      5.3  Maximum Duration      8
      5.4  Vesting     8
      5.5  Modification     8

6.    Option Grants for Eligible Directors       8
      6.1  Grant of Options to Eligible Directors     8
      6.2  Purchase Price   9
      6.3  Maximum Duration      9
      6.4  Vesting     9
      6.5  Modification.    9

7.    Terms and Conditions Applicable to All Options  9
      7.1  Transferability  9
      7.2  Method of Exercise    9
      7.3  Rights of Optionees  10
      7.4  Effect of Change in Control     10

8.    Stock Appreciation Rights 10
      8.1  Time of Grant   11
      8.2  Stock Appreciation Right Related to an Option
            11
      8.3  Stock   Appreciation  Right  Unrelated  to  an
           Option     11
      8.4  Method of Exercise   11
      8.5  Form of Payment 12
      8.6  Modification    12
      8.7  Effect of Change in Control     12

9.    Dividend Equivalent Rights     12

10.   Restricted Stock     12
      10.1 Grant 12
      10.2 Rights of Grantee    13
      10.3 Non-transferability  13
      10.4 Lapse of Restrictions     13
      10.5 Modification or Substitution    13
      10.6 Treatment of Dividends    13
      10.7 Delivery of Shares   14

<PAGE>

11.   Performance Awards   14
      11.1 Performance Objectives    14
      11.2 Performance Units    14
      11.3 Performance Shares   15
      11.4 Effect of Change in Control     16
      11.5 Modification or Substitution    16

12.   Effect of a Termination of Employment;  Forfeiture
      Provisions 16
      12.1 Termination of Employment 16
      12.2 Forfeiture Provisions     17

13.   Adjustment Upon Changes in Capitalization 18

14.   Effect of Certain Transactions 18

15.   Interpretation  18

16.   Pooling Transactions 19

17.   Effective  Date,  Termination and Amendment of the
      Plan  19

18.   Non-Exclusivity of the Plan    19

19.   Limitation of Liability   19

20.   Regulations and Other Approvals; Governing Law 20
      20.1 Governing Law   20
      20.2 Applicable Laws 20
      20.3 Rules and Regulations     20
      20.4 Securities Regulations    20
      20.5 Restrictions on Shares    20

21.   Miscellaneous   20
      21.1 Multiple Agreements  20
      21.2 Withholding of Taxes 21


<PAGE>


                 EFI ELECTRONICS CORPORATION
                     1998 INCENTIVE PLAN


      1.  Background and Purpose.  The purpose of this Plan is to strengthen EFI
Electronics  Corporation  (the  "Company"),  by  providing  an  incentive to its
employees,  officers,  consultants and directors and thereby encouraging them to
devote their  abilities  and industry to the success of the  Company's  business
enterprise.  It is  intended  that this  purpose be  achieved  by  extending  to
employees,   officers,   consultants  and  directors  of  the  Company  and  its
Subsidiaries  long-term incentives for high levels of performance and consistent
efforts  through  the  grant of  Incentive  Stock  Options,  Nonqualified  Stock
Options,  Stock Appreciation  Rights,  Dividend  Equivalent Rights,  Performance
Awards and Restricted Stock (as each term is herein defined).

      2. Definitions. For purposes of the Plan:

           2.1 "Adjusted  Fair Market Value" means,  in the event of a Change in
Control,  the greater of (i) the highest  price per Share paid to holders of the
Shares in any transaction (or series of transactions)  constituting or resulting
in a Change in Control or (ii) the highest  Fair Market  Value of a Share during
the sixty (60) day period ending on the date of a Change in Control.

           2.2 "Affiliate" means any entity, directly or indirectly,  controlled
by,  controlling or under common control with the Company or any  corporation or
other entity  acquiring,  directly or indirectly,  all or substantially  all the
assets and business of the Company, whether by operation of law or otherwise.

           2.3 "Agreement"  means the written  agreement between the Company and
an  Optionee or Grantee  evidencing  the grant of an Option or Award and setting
forth the terms and conditions thereof.

           2.4  "Award" means a grant of Restricted  Stock,  a
Stock Appreciation  Right, a Performance  Award, a Dividend  Equivalent Right or
any or all of them.

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

           2.6  "Cause" shall mean:

                (a) for  purposes  of  Section  6.4,  (i) a  willful  act  which
constitutes  gross misconduct or fraud and which is materially  injurious to the
Company or (ii) conviction of, or plea of "guilty" or "no contest" to, a felony;
and

                (b) in all other cases,  either (1) the  definition set forth in
the employment agreement between the Optionee or Grantee, or in absence thereof,
(2)(i)  intentional   failure  to  perform  reasonably   assigned  duties,  (ii)
dishonesty or willful misconduct in the performance of duties, (iii) involvement
in a transaction in connection  with the performance of duties to the Company or
any of its  Subsidiaries  which  transaction  is adverse to the interests of the
Company or any of its  Subsidiaries  and which is engaged in for personal profit
or (iv) willful  violation of any law, rule or regulation in connection with the
performance of duties (other than traffic violations or similar offenses).

<PAGE>

           2.7 "Change in Capitalization" means any increase or reduction in the
number of Shares,  or any change  (including,  but not  limited  to, a change in
value) in the Shares or  exchange  of Shares for a  different  number or kind of
shares or other securities of the Company or another corporation, by reason of a
reclassification,   recapitalization,  merger,  consolidation,   reorganization,
spin-off,  split-up,  issuance  of  warrants  or  rights  or  debentures,  stock
dividend, stock split or reverse stock split, cash dividend,  property dividend,
combination  or exchange of shares,  repurchase  of shares,  change in corporate
structure or otherwise.

           2.8 "Change in Control" shall mean the occurrence  during the term of
the Plan of any of the following events:

                (1) An  acquisition  (other  than  directly  from the Company or
pursuant to options  granted under this Plan or otherwise by the Company) of any
voting  securities of the Company (the "Voting  Securities") by any "Person" (as
the term person is used for purposes of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"))  immediately  after which
such  Person  has  'Beneficial  Ownership'  (within  the  meaning  of Rule 13d-3
promulgated  under  the  Exchange  Act) of twenty  percent  (20%) or more of the
combined  voting power of the  Company's  then  outstanding  Voting  Securities;
provided,  however,  in  determining  whether a Change in Control has  occurred,
Voting Securities which are acquired in a "Non-Control  Acquisition" (as defined
below)  shall  not  constitute  an  acquisition  which  would  cause a Change in
Control.  A  "Non-Control  Acquisition"  shall  mean  an  acquisition  by (A) an
employee benefit plan (or a trust forming a part thereof)  maintained by (i) the
Company  or (ii) any  corporation  or other  Person of which a  majority  of its
voting power or its equity  securities or equity  interest is owned  directly or
indirectly  by the  Company (a  "Company  Subsidiary"),  (B) the  Company or any
Company  Subsidiary,  or (C)  any  Person  in  connection  with  a  "Non-Control
Transaction" (as defined below);

                (2) The  individuals  who, as of January 1, 1998, are members of
the  Board of  Directors  (the  "Incumbent  Board"),  cease  for any  reason  to
constitute at least  two-thirds of the Board of  Directors;  provided,  however,
that if the election, or nomination for election by the Company's  stockholders,
of any new  director  was  approved  by a vote  of at  least  two-thirds  of the
Incumbent  Board,  such  new  director  shall,  for  purposes  of the  Plan,  be
considered as a member of the Incumbent Board; provided,  further, however, that
no  individual  shall be  considered  a member  of the  Incumbent  Board if such
individual  initially  assumed  office  as a  result  of  either  an  actual  or
threatened "Election Contest" (as described in Rule 14a-11 promulgated under the
Exchange Act) or other actual or threatened  solicitation of proxies or consents
by or on  behalf  of a Person  other  than  the  Board of  Directors  (a  "Proxy
Contest")  including by reason of any agreement  intended to avoid or settle any
Election Contest or Proxy Contest; or
                (3)  Approval by  stockholders  of the Company
of:

                     (A)  A    merger,     consolidation    or
reorganization involving the Company, unless

                          (i)  the    stockholders    of   the
Company  immediately  before such merger,  consolidation or reorganization  own,
directly or  indirectly,  immediately  following such merger,  consolidation  or
reorganization, at least seventy-five percent (75%) of the combined voting power
of the outstanding voting securities of the corporation resulting from merger or
consolidation or reorganization  (the "Surviving  Corporation") in substantially
the same  proportion  as their  ownership of the Voting  Securities  immediately
before such merger, consolidation or reorganization,

<PAGE>

                          (ii) the    individuals   who   were
members  of the  Incumbent  Board  immediately  prior  to the  execution  of the
agreement providing for such merger,  consolidation or reorganization constitute
at least  two-thirds  of the members of the board of directors of the  Surviving
Corporation, and

                          (iii)no  Person   (other   than  the
Company or any  Company  Subsidiary,  any  employee  benefit  plan (or any trust
forming a part thereof) maintained by the Company, the Surviving  Corporation or
any Company's  Subsidiary,  or any Person who, immediately prior to such merger,
consolidation or reorganization had Beneficial Ownership of twenty percent (20%)
or more of the then outstanding Voting  Securities) has Beneficial  Ownership of
twenty  percent  (20%) or more of the  combined  voting  power of the  Surviving
Corporation's then outstanding voting securities.

A transaction described in clauses (i) through (iii) shall herein be referred to
as a "Non-Control Transaction;"

                     (B)  A    complete     liquidation     or
dissolution of the Company; or

                     (C) An agreement for the sale or other
disposition  of all or  substantially  all of the  assets of the  Company to any
Person (other than a transfer to a Company Subsidiary).

                Notwithstanding the foregoing,  a Change of Control shall not be
deemed to occur  solely  because  any person  (the  "Subject  Person")  acquired
Beneficial Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the  acquisition  of Voting  Securities by the Company
which, by reducing the number of Voting  Securities  outstanding,  increases the
proportional  number  of  shares  beneficially  owned  by  the  Subject  Person;
provided,  however,  that if a  Change  in  Control  would  occur  (but  for the
operation of this sentence) as a result of the acquisition of Voting  Securities
by the Company,  and after such share  acquisition  by the Company,  the Subject
Person becomes the Beneficial  Owner of any additional  Voting  Securities which
increases the percentage of the then outstanding Voting Securities  beneficially
owned by the Subject Person, then a Change in Control shall occur.

           2.9 "Code" means the Internal Revenue Code of 1986, as amended.

           2.10  "Committee"  means a  committee,  as  described in Section 3.1,
appointed by the Board from time to time to  administer  the Plan and to perform
the functions set forth herein.

           2.11 "Company" means EFI Electronics Corporation

           2.12 "Director" means a director of the Company.

           2.13 "Director Option" means an Option granted pursuant to Section 6.

           2.14 "Disability" means:

                (a) in the case of an Optionee or Grantee whose  employment with
the Company or a Subsidiary is subject to the terms of an  employment  agreement
between such Optionee or Grantee and the Company or Subsidiary, which employment
agreement  includes a definition of "Disability,"  the term "Disability" as used
in  this  Plan or any  Agreement  shall  have  the  meaning  set  forth  in such
employment agreement during the period that such employment agreement remains in
effect; and

<PAGE>

                (b) in all other cases,  the term  "Disability"  as used in this
Plan or any Agreement  shall mean a physical or mental  infirmity  which impairs
the Optionee's or Grantee's  ability to perform  substantially his or her duties
for a period of one hundred eighty (180) consecutive days.

           2.15 "Division"  means any of the operating units or divisions of the
Company designated as a Division by the Committee.

           2.16 "Dividend Equivalent Right" means a right to receive all or some
portion  of the cash  dividends  that are or would be  payable  with  respect to
Shares.

           2.17 "Eligible  Director"  means a director of the Company who is not
an employee of the Company or any subsidiary thereof.

           2.18 "Eligible Individual" means any director (other than an Eligible
Director), officer or employee of the Company or a Subsidiary, or any consultant
or advisor who is receiving cash  compensation from the Company or a Subsidiary,
designated by the Committee as eligible to receive  Options or Awards subject to
the conditions set forth herein.

           2.19 "Employee Option" means an Option granted pursuant to Section 5.

           2.20  "Exchange  Act" means the  Securities  Exchange Act of 1934, as
amended.

           2.21 "Fair Market Value" means,  as of any date, the value of a Share
determined as follows:

                (i) If the Shares are listed on any  established  stock exchange
or a national market system,  including  without  limitation the National Market
System  of the  National  Association  of  Securities  Dealers,  Inc.  Automated
Quotation  ("NASDAQ")  System,  its Fair Market Value shall be the closing sales
price for such Shares (or the closing bid, if no sales were  reported) as quoted
on such system or exchange for the last market  trading day prior to the time of
determination as reported in The Wall Street Journal or such other source as the
Committee deems reliable;

                (ii) If the Shares are quoted on the NASDAQ  System  (but not on
the  National  Market  System  thereof)  or  regularly  quoted  by a  recognized
securities  dealer but selling  prices are not  reported,  its Fair Market Value
shall be the mean between the high and low asked prices for the Shares; or

                (iii)In the absence of an established  market of the Shares, the
Fair Market Value  thereof  shall be  determined  in good faith by the Committee
and, in the case of an Incentive Stock Option, in accordance with Section 422 of
the Code.

           2.22 "Grantee" means a person to whom an Award has been granted under
the Plan.

           2.23  "Incentive  Stock  Option"  means  an  Option   satisfying  the
requirements  of Section 422 of the Code and  designated  by the Committee as an
Incentive Stock Option.

<PAGE>

           2.24 "Nonemployee  Director" means a director of the Company who is a
'nonemployee  director' within the meaning of Rule 16b-3  promulgated  under the
Exchange Act.

           2.25  "Nonqualified  Stock  Option"  means an Option  which is not an
Incentive Stock Option.

           2.26 "Option" means a Nonqualified  Stock Option,  an Incentive Stock
Option, a Director Option, or any or all of them.

           2.27  "Optionee"  means a person to whom an Option  has been  granted
under the Plan.

           2.28  "Outside  Director"  means a director  of the Company who is an
'outside  director'  within the  meaning  of Section  162(m) of the Code and the
regulations promulgated thereunder.

           2.29 "Parent"  means any  corporation  which is a parent  corporation
(within the meaning of Section 424(e) of the Code) with respect to the Company.

           2.30 "Performance Awards" means Performance Units, Performance Shares
or either or both of them.

           2.31  "Performance  Cycle"  means the time  period  specified  by the
Committee  at  the  time  Performance   Awards  are  granted  during  which  the
performance of the Company, a Subsidiary or a Division will be measured.

           2.32  "Performance  Objectives"  has the meaning set forth in Section
11.

           2.33  "Performance  Shares" means Shares issued or  transferred to an
Eligible Individual under Section 11.

           2.34  "Performance  Units"  means  Performance  Units  granted  to an
Eligible Individual under Section 11.

           2.35 "Plan"  means the EFI  Electronics  Corporation  1998  Incentive
Plan, as amended and restated from time to time.

           2.36 "Pooling  Transaction"  means an acquisition of the Company in a
transaction  which is intended to be treated as a 'pooling of  interests'  under
generally accepted accounting principles.

           2.37  "Restricted  Stock" means Shares  issued or  transferred  to an
Eligible Individual pursuant to Section 10.

           2.38  "Shares"  means the Common  Stock of the  Company,  $0.0001 par
value.

           2.39 "Stock  Appreciation Right" means a right to receive all or some
portion  of the  increase  in the value of the Shares as  provided  in Section 8
hereof.

           2.40  "Subsidiary"  means  any  corporation  which  is  a  subsidiary
corporation  (within the meaning of Section  424(f) of the Code) with respect to
the Company.

<PAGE>

           2.41  "Successor  Corporation"  means a  corporation,  or a parent or
subsidiary  thereof  within the  meaning of  Section  424(a) of the Code,  which
issues or assumes a stock option in a transaction to which Section 424(a) of the
Code applies.

           2.42 "Ten-Percent Stockholder" means an Eligible Individual,  who, at
the time an Incentive  Stock Option is to be granted to him or her, owns (within
the meaning of Section  422(b)(6)  of the Code) stock  possessing  more than ten
percent (10%) of the total combined  voting power of all classes of stock of the
Company, or of a Parent or a Subsidiary.

           2.43  "Termination of Employment"  means the later of (i) a severance
of the employer-employee  relationship with the Company or (ii) the resignation,
removal or termination of an officer or director of the Company.

      3.   Administration.

           3.1 The Committee.  The Plan shall be  administered by the Committee,
which  shall  hold  meetings  at such times as may be  necessary  for the proper
administration of the Plan. The Committee shall keep minutes of its meetings.  A
quorum  shall  consist of not fewer  than two  members  of the  Committee  and a
majority of a quorum may  authorize  any action.  Any decision or  determination
reduced  to  writing  and  signed by a  majority  of all of the  members  of the
Committee shall be as fully effective as if made by a majority vote at a meeting
duly called and held. The Committee  shall consist of at least two (2) directors
of the Company and may consist of the entire Board; provided,  however, that (A)
if the Committee  consists of less than the entire Board, each member shall be a
Nonemployee  Director  and (B) to the extent  necessary  for any Option or Award
intended to qualify as  performance-based  compensation  under Section 162(m) of
the Code to so qualify, each member of the Committee, whether or not it consists
of the entire Board,  shall be an Outside  Director.  No member of the Committee
shall be liable for any action,  failure to act, determination or interpretation
made in good  faith  with  respect  to this Plan or any  transaction  hereunder,
except for  liability  arising  from his or her own willful  misfeasance,  gross
negligence or reckless disregard of his or her duties. The Company hereby agrees
to indemnify each member of the Committee for all costs and expenses and, to the
extent  permitted by applicable  law, any liability  incurred in connection with
defending against, responding to, negotiating for the settlement of or otherwise
dealing  with any  claim,  cause of action or  dispute  of any kind  arising  in
connection  with any actions in  administering  this Plan or in  authorizing  or
denying  authorization  to  any  transaction   hereunder.   Notwithstanding  the
foregoing,  the  Committee  shall have no  discretion,  power or authority  with
respect to Director Options granted pursuant to Section 6 to Eligible Directors.
The grant of Director Options to Eligible Directors shall be administered by the
entire Board, which shall have the power and authority to grant Director Options
to Eligible  Directors,  on such terms and conditions as they may determine,  in
their sole discretion, consistent with the provisions of Section 6.

           3.2 The Committee Powers. Subject to the express terms and conditions
set forth herein, the Committee shall have the power from time to time to:

                (a)  determine  those  Eligible  Individuals  to  whom  Employee
Options shall be granted under the Plan and the number of such Employee  Options
to be granted  and to  prescribe  the terms and  conditions  (which  need not be
identical) of each such Employee Option,  including the purchase price per Share
subject to each Employee  Option,  and make any amendment or modification to any
Option Agreement consistent with the terms of the Plan;

<PAGE>

                (b) select those  Eligible  Individuals  to whom Awards shall be
granted under the Plan and to determine the number of Stock Appreciation Rights,
Performance Awards, Shares of Restricted Stock and/or Dividend Equivalent Rights
to be granted  pursuant to each Award,  the terms and  conditions of each Award,
including the  restrictions or Performance  Objectives  relating to Shares,  the
maximum value of each  Performance  Share and make any amendment or modification
to any Award Agreement consistent with the terms of the Plan;

                (c) to  construe  and  interpret  the Plan and the  Options  and
Awards  granted  hereunder  and  to  establish,   amend  and  revoke  rules  and
regulations for the administration of the Plan,  including,  but not limited to,
correcting   any  defect  or  supplying  any  omission,   or   reconciling   any
inconsistency  in the Plan or in any Agreement,  in the manner and to the extent
it shall deem  necessary or advisable so that the Plan complies with  applicable
law  including  Rule  16b-3  under the  Exchange  Act and the Code to the extent
applicable,  and otherwise to make the Plan fully  effective.  All decisions and
determinations  by the  Committee  in the exercise of this power shall be final,
binding and conclusive  upon the Company,  its  Subsidiaries,  the Optionees and
Grantees, and all other persons having any interest therein;

                (d) to determine the duration and purposes for leaves of absence
which may be granted to an Optionee or Grantee on an  individual  basis  without
constituting a Termination of Employment or service for purposes of the Plan;

                (e) to exercise  its  discretion  with respect to the powers and
rights granted to it as set forth in the Plan; and

                (f) generally,  to exercise such powers and to perform such acts
as are deemed  necessary  or  advisable  to promote  the best  interests  of the
Company with respect to the Plan.

      4. Stock Subject to the Plan.

           4.1 Maximum Shares. The maximum number of Shares that may be made the
subject  of Options  and Awards  granted  under the Plan is  750,000;  provided,
however,  that in the  aggregate,  not more  than  one-third  of the  number  of
allotted Shares may be made the subject of Restricted Stock Awards under Section
10 of the Plan; and provided,  further,  that during the term of the Plan (i) no
Eligible  Individual  may be granted  Options  and  Awards  (other  than  Awards
described in clause (ii) below) in the aggregate in respect of more than 100,000
Shares per  calendar  year,  (ii) the maximum  dollar  amount that any  Eligible
Individual  may  receive  during the term of the Plan in respect of  Performance
Units denominated in dollars may not exceed 100% of the aggregate base salary of
such Eligible Individual and (iii) the aggregate Fair Market Value of the Shares
with respect to which  Incentive  Stock  Options  granted  under the Plan become
exercisable for the first time by an Optionee during any calendar year shall not
exceed $100,000.  Upon a Change in Capitalization,  the maximum number of Shares
referred  to in the  preceding  sentence  shall be  adjusted  in number and kind
pursuant to Section 13. The Company  shall reserve for the purposes of the Plan,
out of its authorized but unissued Shares or out of Shares held in the Company's
treasury, or partly out of each, such number of Shares as shall be determined by
the Board.

           4.2  Adjustments  to  Shares.  Upon the  granting  of an Option or an
Award,  the number of Shares  available  under  Section 4.1 for the  granting of
further Options and Awards shall be reduced as follows:

<PAGE>

                (a) In  connection  with the  granting  of an Option or an Award
(other than the granting of a  Performance  Unit  denominated  in dollars),  the
number of Shares  shall be  reduced  by the number of Shares in respect of which
the Option or Award is granted or denominated.

                (b) In  connection  with  the  granting  of a  Performance  Unit
denominated in dollars, the number of Shares shall be reduced by an amount equal
to the  quotient  of (i) the  dollar  amount  in which the  Performance  Unit is
denominated,  divided by (ii) the Fair  Market  Value of a Share on the date the
Performance Unit is granted.

           4.3 Effect of Expiration,  Cancellation or Termination.  Whenever any
outstanding  Option or Award or  portion  thereof  expires,  is  canceled  or is
otherwise  terminated  for any reason  without  having been exercised or payment
having been made in respect of the entire Option or Award,  the Shares allocable
to the expired,  canceled or otherwise terminated portion of the Option or Award
may again be the subject of Options or Awards granted hereunder.

      5.   Option Grants for Eligible Individuals.

           5.1  Authority of Committee.  Subject to the  provisions of the Plan,
the  Committee  shall have full and final  authority  to select  those  Eligible
Individuals who will receive Employee  Options,  and the terms and conditions of
the grant to such Eligible Individuals shall be set forth in an Agreement.

           5.2 Purchase  Price.  The purchase  price (which may be not less than
80% of the Fair  Market  Value on the date of grant) or the  manner in which the
purchase price is to be determined  for Shares under each Employee  Option shall
be  determined  by the  Committee  and set  forth  in the  Agreement;  provided,
however,  that the purchase  price per Share under each  Incentive  Stock Option
shall not be less than 100% of the Fair Market  Value of a Share on the date the
Employee  Option  is  granted  (110% in the case of an  Incentive  Stock  Option
granted to a Ten-Percent Stockholder).

           5.3 Maximum Duration. Employee Options granted hereunder shall be for
such term as the Committee  shall  determine,  provided that an Incentive  Stock
Option shall not be exercisable  after the expiration of ten (10) years from the
date it is  granted  (five (5) years in the case of an  Incentive  Stock  Option
granted to a Ten-Percent  Stockholder) and a Nonqualified Stock Option shall not
be  exercisable  after  the  expiration  of ten (10)  years  from the date it is
granted.  The Committee may,  subsequent to the granting of any Employee Option,
extend the term  thereof,  but in no event shall the term as so extended  exceed
the maximum term provided for in the preceding sentence.

           5.4  Vesting.  Subject to Section  7.4,  each  Employee  Option shall
become  exercisable in such  installments  (which need not be equal) and at such
times as may be designated by the Committee and set forth in the  Agreement.  To
the extent not exercised,  installments shall accumulate and be exercisable,  in
whole or in part, at any time after becoming exercisable, but not later than the
date  the  Employee   Option   expires.   The  Committee  may   accelerate   the
exercisability of any Employee Option or portion thereof at any time.

           5.5  Modification.  No  modification  of  an  Employee  Option  shall
adversely  alter or impair any rights or obligations  under the Employee  Option
without the Optionee's consent.

<PAGE>

      6.   Option Grants for Eligible Directors.

           6.1  Grant of Options to Eligible Directors.
                (a)  Upon  the   conclusion  of  each  regular
annual meeting of the Company's  stockholders,  each incumbent Eligible Director
who will  continue  serving as a member of the Board  thereafter  may  receive a
grant of a  Nonqualified  Stock  Option  for such  number of Shares as the Board
shall determine in its sole discretion; provided, however, that such grant shall
not be made in any calendar year in which the same individual receives an Option
under (b) below.

                (b) New  Eligible  Directors  may receive a one-time  grant of a
Nonqualified  Stock  Option  for a number of Shares  as  determined  in the sole
discretion of the Board from time to time. Such Option, if any, shall be granted
on the date when such  Eligible  Director  first joins the Board of Directors of
the Company.

           6.2 Purchase  Price.  The  purchase  price or the manner in which the
purchase price is to be determined  for Shares under each Director  Option shall
be determined by the Board and set forth in the  Agreement;  provided,  however,
that the purchase  price per Share under each Director  Option shall not be less
than 100% of the Fair Market Value of a Share on the date of grant.

           6.3 Maximum Duration. Director Options granted hereunder shall be for
such term as the Board  shall  determine,  but in no event shall the term exceed
ten years.  The Board may,  subsequent  to the granting of any Director  Option,
extend the term  thereof,  but in no event shall the term as so extended  exceed
the maximum term provided for in the preceding sentence.

           6.4  Vesting.  Subject to Section  7.4,  each  Director  Option shall
become  exercisable in such  installments  (which need not be equal) and at such
times as may be designated by the Board and set forth in the  Agreement.  To the
extent not exercised, installments shall accumulate and be exercisable, in whole
or in part, at any time after becoming exercisable,  but not later than the date
the   Nonemployee   Stock  Option   expires.   The  Board  may   accelerate  the
exercisability of any Director Option or portion thereof at any time.

           6.5  Modification.   No  modification  of  a  Director  Option  shall
adversely  alter or impair any rights or obligations  under the Director  Option
without the Optionee's consent.

      7. Terms and Conditions Applicable to All Options.

           7.1  Transferability.  Incentive  Stock  Options  may  not  be  sold,
pledged, assigned, hypothecated,  transferred or disposed of in any manner other
than by will or by the laws of  descent  or  distribution  and may be  exercised
during the lifetime of the  Optionee,  only by the  Optionee.  Other  Options or
Awards shall not be transferrable except to the extent provided in the Option or
Award Agreement.

           7.2  Method of Exercise.

                (a) The  exercise  of an Option  shall be made only by a written
notice  delivered  in person or by mail to the  Secretary  of the Company at the
Company's  principal  executive  office,  specifying  the number of Shares to be
purchased and  accompanied by payment  therefor and otherwise in accordance with
the Agreement  pursuant to which the Option was granted.  The purchase price for
any Shares  purchased  pursuant to the exercise of an Option  shall be paid,  as
determined by the Committee in its discretion,  in either of the following forms
(or any  combination  thereof):  (i) cash or (ii) the  transfer of Shares to the
Company  upon such terms and  conditions  as  determined  by the  Committee.  In

<PAGE>

addition,  both Employee Options and Director Options may be exercised through a
registered  broker-dealer  pursuant to such cashless exercise  procedures (other
than Share  withholding)  which are, from time to time, deemed acceptable by the
Committee.  Any Shares transferred to the Company (or withheld upon exercise) as
payment  of the  purchase  price  under an Option  shall be valued at their Fair
Market Value on the trading day  preceding  the date of exercise of such Option.
The Optionee shall deliver the Agreement  evidencing the Option to the Secretary
of the Company who shall endorse  thereon a notation of such exercise and return
such Agreement to the Optionee.  No fractional  Shares (or cash in lieu thereof)
shall be issued upon  exercise of an Option and the number of Shares that may be
purchased upon exercise shall be rounded to the nearest number of whole Shares.

                (b) If the Fair Market Value of the Shares with respect to which
the Option is being  exercised  exceeds the exercise  price of such  Option,  an
Optionee may,  instead of  exercising  an Option as provided in Section  7.2(a),
request that the Committee  authorize  payment to the Optionee of the difference
between the Fair Market Value of part or all of the Shares which are the subject
of the  Option and the  exercise  price of the  Option,  such  difference  to be
determined as of the date the Committee  receives the request from the Optionee.
The  Committee in its sole  discretion  may grant or deny such a request from an
Optionee  with  respect  to part or all of the  Shares as to which the Option is
then  exercisable  and, to the extent granted,  shall direct the Company to make
the payment to the  Optionee  either in cash or in Shares or in any  combination
thereof,  provided,  however, that any Share shall be distributed based upon its
Fair Market  Value as of the date the  Committee  received  the request from the
Optionee. An Option shall be deemed to have been exercised and shall be canceled
to the extent  that the  Committee  grants a request  pursuant  to this  Section
7.2(b).

           7.3 Rights of Optionees.  No Optionee shall be deemed for any purpose
to be the owner of any Shares  subject  to any  Option  unless and until (i) the
Option shall have been exercised pursuant to the terms thereof, (ii) the Company
shall have issued and delivered Shares to the Optionee, and (iii) the Optionee's
name shall  have been  entered  as a  stockholder  of record on the books of the
Company.  Thereupon,  the Optionee  shall have full  voting,  dividend and other
ownership  rights  with  respect  to such  Shares,  subject  to such  terms  and
conditions as may be set forth in the applicable Agreement.

           7.4 Effect of Change in Control. In the event of a Change in Control,
all  Options  outstanding  on the date of such  Change in Control  shall  become
immediately and fully  exercisable.  In addition,  to the extent set forth in an
Agreement  evidencing  the grant of an  Employee  Option,  an  Optionee  will be
permitted to surrender  to the Company for  cancellation  within sixty (60) days
after  such  Change in Control  any  Employee  Option or portion of an  Employee
Option to the extent not yet  exercised  and the  Optionee  will be  entitled to
receive a cash payment in an amount  equal to the excess,  if any, of (x) (A) in
the case of a  Nonqualified  Stock  Option,  the  greater of (1) the Fair Market
Value, on the date preceding the date of surrender, of the Shares subject to the
Employee Option or portion  thereof  surrendered or (2) the Adjusted Fair Market
Value  of  the  Shares  subject  to  the  Employee  Option  or  portion  thereof
surrendered  or (B) in the case of an Incentive  Stock  Option,  the Fair Market
Value, on the date preceding the date of surrender, of the Shares subject to the
Employee Option or portion thereof surrendered,  over (y) the aggregate purchase
price for such Shares under the Employee Option or portion thereof  surrendered.
In the event an  Optionee's  employment  with,  or service as a Director of, the
Company is terminated by the Company following a Change in Control,  each Option
held by the Optionee that was  exercisable  as of the date of termination of the
Optionee's  employment or service shall remain  exercisable  for a period ending
not before the earlier of (A) the first  anniversary  of the  termination of the
Optionee's employment or service or (B) the expiration of the stated term of the
Option.

<PAGE>

      8. Stock Appreciation Rights. The Committee may in its discretion,  either
alone  or in  connection  with the  grant of an  Employee  Option,  grant  Stock
Appreciation  Rights in accordance  with the Plan,  the terms and  conditions of
which  shall be set forth in an  Agreement.  If  granted in  connection  with an
Option,  a Stock  Appreciation  Right shall cover the same Shares covered by the
Option (or such lesser  number of Shares as the  Committee  may  determine)  and
shall,  except as provided  in this  Section 8, be subject to the same terms and
conditions as the related Option.

           8.1 Time of Grant. A Stock  Appreciation  Right may be granted (i) at
any time if unrelated to an Option,  or (ii) if related to an Option,  either at
the time of grant, or at any time thereafter during the term of the Option.

           8.2  Stock   Appreciation   Right   Related  to  an
Option.

                (a) Subject to Section 8.7, a Stock  Appreciation  Right granted
in connection with an Option shall be exercisable at such time or times and only
to the  extent  that  the  related  Options  are  exercisable,  and  will not be
transferable  except to the extent the  related  Option may be  transferable.  A
Stock  Appreciation  Right granted in connection  with an Incentive Stock Option
shall be  exercisable  only if the Fair  Market  Value of a Share on the date of
exercise  exceeds the purchase price  specified in the related  Incentive  Stock
Option Agreement.

                (b) Upon the exercise of a Stock  Appreciation  Right related to
an Option,  the Grantee  shall be entitled  to receive an amount  determined  by
multiplying  (A) the  excess  of the  Fair  Market  Value of a Share on the date
preceding  the date of  exercise of such Stock  Appreciation  Right over the per
Share purchase price under the related Option, by (B) the number of Shares as to
which such Stock  Appreciation  Right is being  exercised.  Notwithstanding  the
foregoing, the Committee may limit in any manner the amount payable with respect
to any  Stock  Appreciation  Right by  including  such a limit in the  Agreement
evidencing the Stock Appreciation Right at the time it is granted.

                (c) Upon the exercise of a Stock  Appreciation  Right granted in
connection  with an Option,  the Option  shall be  canceled to the extent of the
number of Shares as to which the Stock Appreciation Right is exercised, and upon
the exercise of an Option granted in connection with a Stock Appreciation Right,
the Stock  Appreciation  Right  shall be canceled to the extent of the number of
Shares as to which the Option is exercised or surrendered.

           8.3 Stock  Appreciation  Right Unrelated to an Option.  The Committee
may  grant to  Eligible  Individuals  Stock  Appreciation  Rights  unrelated  to
Options. Stock Appreciation Rights unrelated to Options shall contain such terms
and  conditions  as to  exercisability  (subject  to Section  8.7),  vesting and
duration as the  Committee  shall  determine,  but in no event shall they have a
term of greater than ten (10) years. Upon exercise of a Stock Appreciation Right
unrelated  to an Option,  the  Grantee  shall be  entitled  to receive an amount
determined by multiplying  (A) the excess of the Fair Market Value of a Share on
the date  preceding the date of exercise of such Stock  Appreciation  Right over
the Fair Market  Value of a Share on the date the Stock  Appreciation  Right was
granted, by (B) the number of Shares as to which the Stock Appreciation Right is
being exercised.  Notwithstanding the foregoing,  the Committee may limit in any
manner the  amount  payable  with  respect  to any Stock  Appreciation  Right by
including such a limit in the Agreement  evidencing the Stock Appreciation Right
at the time it is granted.

           8.4 Method of Exercise.  Stock Appreciation Rights shall be exercised
by a Grantee  only by a  written  notice  delivered  in person or by mail to the
Secretary of the Company at the Company's principal executive office, specifying
the number of Shares with respect to which the Stock Appreciation Right is being
exercised.  If  requested  by the  Committee,  the  Grantee  shall  deliver  the
Agreement  evidencing  the Stock  Appreciation  Right  being  exercised  and the
Agreement  evidencing  any related  Option to the  Secretary  of the Company who
shall endorse  thereon a notation of such exercise and return such  Agreement to
the Grantee.

<PAGE>

           8.5 Form of Payment.  Payment of the amount determined under Sections
8.2(b) or 8.3 may be made in the  discretion  of the  Committee  solely in whole
Shares in a number  determined at their Fair Market Value on the date  preceding
the date of exercise of the Stock Appreciation Right, or solely in cash, or in a
combination of cash and Shares. If the Committee decides to make full payment in
Shares and the amount  payable  results in a fractional  Share,  payment for the
fractional Share will be made in cash.

           8.6  Modification.  No modification of an Award shall adversely alter
or impair any rights or  obligations  under the Agreement  without the Grantee's
consent.

           8.7 Effect of Change in Control. In the event of a Change in Control,
all Stock Appreciation Rights shall become immediately and fully exercisable. In
addition,  to the extent  set forth in an  Agreement  evidencing  the grant of a
Stock  Appreciation  Right, a Grantee will be entitled to receive a payment from
the Company in cash or stock,  in either case, with a value equal to the excess,
if any, of (A) the greater of (x) the Fair Market Value,  on the date  preceding
the date of exercise, of the underlying Shares subject to the Stock Appreciation
Right or portion  thereof  exercised and (y) the Adjusted Fair Market Value,  on
the date  preceding  the date of exercise,  of the Shares over (B) the aggregate
Fair Market Value, on the date the Stock Appreciation Right was granted,  of the
Shares subject to the Stock Appreciation Right or portion thereof exercised.  In
the event a Grantee's  employment  with the Company is terminated by the Company
following a Change in Control each Stock  Appreciation Right held by the Grantee
that was  exercisable as of the date of termination of the Grantee's  employment
shall remain exercisable for a period ending not before the earlier of the first
anniversary  of (A)  the  termination  of the  Grantee's  employment  or (B) the
expiration of the stated term of the Stock Appreciation Right.

      9. Dividend  Equivalent Rights.  Dividend Equivalent Rights may be granted
to  Eligible  Individuals  in tandem  with an  Option  or  Award.  The terms and
conditions  applicable to each Dividend  Equivalent  Right shall be specified in
the  Agreement  under which the Dividend  Equivalent  Right is granted.  Amounts
payable in respect of Dividend  Equivalent  Rights may be payable  currently  or
deferred until the lapsing of restrictions on such Dividend Equivalent Rights or
until the vesting, exercise,  payment, settlement or other lapse of restrictions
on the Option or Award to which the Dividend  Equivalent  Rights relate.  In the
event that the amount payable in respect of Dividend Equivalent Rights are to be
deferred,  the Committee shall determine  whether such amounts are to be held in
cash or reinvested in Shares or deemed  (notionally) to be reinvested in Shares.
If amounts  payable in respect of Dividend  Equivalent  Rights are to be held in
cash,  there  may be  credited  at the end of each  year  (or  portion  thereof)
interest on the amount of the account at the beginning of the year at a rate per
annum as the Committee,  in its discretion,  may determine.  Dividend Equivalent
Rights may be settled in cash or Shares or a  combination  thereof,  in a single
installment or multiple installments.

      10.  Restricted Stock.

           10.1 Grant. The Committee may grant Awards to Eligible Individuals of
Restricted  Stock,  which shall be evidenced by an Agreement between the Company
and the Grantee.  Each  Agreement  shall  contain such  restrictions,  terms and
conditions  as the  Committee  may, in its  discretion,  determine  and (without
limiting the  generality of the foregoing)  such  Agreements may require that an
appropriate legend be placed on Share  certificates.  Awards of Restricted Stock
shall be subject to the terms and provisions set forth below in this Section 10.

<PAGE>

           10.2 Rights of Grantee.  Shares of Restricted  Stock granted pursuant
to an Award  hereunder  shall be  issued in the name of the  Grantee  as soon as
reasonably  practicable after the Award is granted provided that the Grantee has
executed an Agreement  evidencing the Award, the appropriate  blank stock powers
and, in the  discretion  of the  Committee,  an escrow  agreement  and any other
documents which the Committee may require as a condition to the issuance of such
Shares. If a Grantee shall fail to execute the Agreement evidencing a Restricted
Stock Award,  the  appropriate  blank stock powers and, in the discretion of the
Committee,  an escrow  agreement and any other documents which the Committee may
require within the time period prescribed by the Committee at the time the Award
is  granted,  the  Award  shall  be null  and  void.  At the  discretion  of the
Committee,  Shares issued in connection  with a Restricted  Stock Award shall be
deposited  together with the stock powers with an escrow agent (which may be the
Company) designated by the Committee.  Unless the Committee determines otherwise
and as set forth in the  Agreement,  upon  delivery  of the Shares to the escrow
agent, the Grantee shall have all of the rights of a stockholder with respect to
such Shares, including the right to vote the Shares and to receive all dividends
or other distributions paid or made with respect to the Shares.

           10.3  Non-transferability.  Until all restrictions upon the Shares of
Restricted  Stock awarded to a Grantee shall have lapsed in the manner set forth
in  Section  10.4,  such  Shares  shall not be sold,  transferred  or  otherwise
disposed of and shall not be pledged or otherwise  hypothecated,  nor shall they
be delivered to the Grantee.

           10.4 Lapse of Restrictions.

                (a)  Restrictions   upon  Shares  of  Restricted  Stock  awarded
hereunder  shall lapse at such time or times and on such terms and conditions as
the Committee may determine.  The Agreement evidencing the Award shall set forth
any such restrictions.

                (b) Unless the Committee shall  determine  otherwise at the time
of the grant of an Award of Restricted  Stock, the  restrictions  upon Shares of
Restricted Stock shall lapse upon a Change in Control.  The Agreement evidencing
the Award shall set forth any such provisions.

           10.5 Modification or Substitution.  Subject to the terms of the Plan,
the Committee may modify  outstanding  Awards of Restricted  Stock or accept the
surrender  of  outstanding  Shares  of  Restricted  Stock  (to  the  extent  the
restrictions  on such  Shares  have not yet  lapsed)  and  grant  new  Awards in
substitution  for them.  Notwithstanding  the foregoing,  no  modification of an
Award  shall  adversely  alter or impair  any  rights or  obligations  under the
Agreement without the Grantee's consent.

           10.6  Treatment  of  Dividends.  At the time an Award  of  Shares  of
Restricted  Stock is granted,  the Committee may, in its  discretion,  determine
that the payment to the Grantee of dividends,  or a specified  portion  thereof,
declared or paid on such Shares by the Company  shall be (i) deferred  until the
lapsing  of the  restrictions  imposed  upon  such  Shares  and (ii) held by the
Company  for the  account of the  Grantee  until  such  time.  In the event that
dividends  are to be  deferred,  the  Committee  shall  determine  whether  such
dividends  are to be  reinvested  in  shares  of Stock  (which  shall be held as
additional  Shares of Restricted  Stock) or held in cash. If deferred  dividends
are to be held in  cash,  there  may be  credited  at the end of each  year  (or
portion  thereof)  interest on the amount of the account at the beginning of the
year at a rate per annum as the  Committee,  in its  discretion,  may determine.
Payment of deferred  dividends in respect of Shares of Restricted Stock (whether
held in  cash or as  additional  Shares  of  Restricted  Stock),  together  with
interest accrued thereon, if any, shall be made upon the lapsing of restrictions
imposed on the Shares in respect of which the deferred  dividends were paid, and
any dividends  deferred  (together with any interest accrued thereon) in respect
of any Shares of Restricted Stock shall be forfeited upon the forfeiture of such
Shares.

<PAGE>

           10.7 Delivery of Shares. Upon the lapse of the restrictions on Shares
of  Restricted  Stock,  the  Committee  shall  cause a stock  certificate  to be
delivered to the Grantee with respect to such Shares,  free of all  restrictions
hereunder.

      11.  Performance Awards.

           11.1 Performance Objectives.

                (a)  Performance   Objectives  for  Performance  Awards  may  be
expressed in terms of (i) earnings per Share,  (ii) Share price,  (iii)  pre-tax
profits, (iv) net earnings, (v) return on equity or assets, (vi) revenues, (vii)
EBITDA, (viii) market share or market penetration or (ix) any combination of the
foregoing,  and may be determined  before or after accounting  changes,  special
charges,   foreign  currency  effects,   acquisitions,   divestitures  or  other
extraordinary  events.   Performance   Objectives  may  be  in  respect  of  the
performance of the Company and its Subsidiaries  (which may be on a consolidated
basis),  a Subsidiary or a Division.  Performance  Objectives may be absolute or
relative  and may be  expressed  in terms of a  progression  within a  specified
range. The Performance  Objectives with respect to a Performance  Cycle shall be
established  in writing by the Committee by the earlier of (i) the date on which
a quarter of the Performance  Cycle has elapsed or (ii) the date which is ninety
(90) days after the  commencement  of the  Performance  Cycle,  and in any event
while  the  performance   relating  to  the  Performance   Objectives   remains,
substantially uncertain.

                (b) Prior to the vesting, payment,  settlement or lapsing of any
restrictions  with  respect to any  Performance  Award made to a Grantee  who is
subject to Section  162(m) of the Code,  the Committee  shall certify in writing
that the applicable Performance Objectives have been satisfied.

           11.2  Performance  Units. (a) The Committee,  in its discretion,  may
grant  Awards  of  Performance  Units to  Eligible  Individuals,  the  terms and
conditions  of which shall be set forth in an Agreement  between the Company and
the Grantee.  Performance  Units shall be  denominated  in Shares or a specified
dollar  amount and,  contingent  upon the  attainment  of specified  Performance
Objectives within the Performance Cycle,  represent the right to receive payment
as provided in Section  11.2(c) of the  specified  dollar amount or a percentage
(which  may be more than 100%)  thereof  depending  on the level of  Performance
Objective attainment;  provided,  however, that, the Committee may at the time a
Performance  Unit is granted  specify a maximum  amount  payable in respect of a
vested  Performance Unit. Each Agreement shall specify the number of Performance
Units to which it relates, the Performance Objectives which must be satisfied in
order for the Performance  Units to vest and the Performance  Cycle within which
such Performance Objectives must be satisfied.

                (b) Subject to Sections 11.1(c) and 11.4, a Grantee shall become
vested with respect to the Performance  Units to the extent that the Performance
Objectives set forth in the Agreement are satisfied for the Performance Cycle.

                (c) Payment to Grantees in respect of vested  Performance  Units
shall be made as soon as practicable after the last day of the Performance Cycle
to which such Award relates  unless the Agreement  evidencing the Award provides
for the  deferral of payment,  in which  event the terms and  conditions  of the
deferral  shall be set forth in the  Agreement.  Subject to Section  11.4,  such
payments may be made  entirely in Shares valued at their Fair Market Value as of
the last day of the applicable Performance Cycle or such other date specified by
the  Committee,  entirely in cash, or in such  combination of Shares and cash as
the  Committee  in its  discretion  shall  determine  at any time  prior to such
payment;  provided,  however, that if the Committee in its discretion determines
to make such payment  entirely or partially in Shares of Restricted  Stock,  the
Committee  must  determine the extent to which such payment will be in Shares of
Restricted Stock and the terms of such Restricted Stock at the time the Award is
granted.

<PAGE>

           11.3 Performance Shares. The Committee, in its discretion,  may grant
Awards of Performance Shares to Eligible  Individuals,  the terms and conditions
of which shall be set forth in an Agreement between the Company and the Grantee.
Each  Agreement  may  require  that an  appropriate  legend  be  placed on Share
certificates.  Awards of  Performance  Shares shall be subject to the  following
terms and provisions:

                (a)  The  Committee  shall  provide  at the  time  an  Award  of
Performance  Shares  is made  the  time or times  at  which  the  actual  Shares
represented by such Award shall be issued in the name of the Grantee;  provided,
however,  that no  Performance  Shares  shall be issued  until the  Grantee  has
executed an Agreement  evidencing the Award, the appropriate  blank stock powers
and, in the  discretion  of the  Committee,  an escrow  agreement  and any other
documents which the Committee may require as a condition to the issuance of such
Performance Shares. If a Grantee shall fail to execute the Agreement  evidencing
an Award of Performance  Shares,  the appropriate blank stock powers and, in the
discretion of the Committee,  an escrow  agreement and any other documents which
the Committee may require within the time period  prescribed by the Committee at
the time  the  Award is  granted,  the  Award  shall  be null and  void.  At the
discretion  of the  Committee,  Shares  issued  in  connection  with an Award of
Performance  Shares  shall be deposited  together  with the stock powers with an
escrow agent (which may be the Company)  designated by the Committee.  Except as
restricted  by the terms of the  Agreement,  upon  delivery of the Shares to the
escrow agent, the Grantee shall have, in the discretion of the Committee, all of
the rights of a stockholder with respect to such Shares,  including the right to
vote the Shares and to receive all dividends or other distributions paid or made
with respect to the Shares.

                (b) Until any restrictions  upon the Performance  Shares awarded
to a Grantee  shall have lapsed in the manner set forth in  Sections  11.3(c) or
11.4,  such  Performance  Shares  shall not be sold,  transferred  or  otherwise
disposed of and shall not be pledged or otherwise  hypothecated,  nor shall they
be  delivered  to  the  Grantee.  The  Committee  may  also  impose  such  other
restrictions  and  conditions  on the  Performance  Shares,  if any, as it deems
appropriate.

                (c) Subject to  Sections  11.1(b)  and 11.4,  restrictions  upon
Performance  Shares awarded  hereunder shall lapse and such  Performance  Shares
shall  become  vested at such time or times and on such  terms,  conditions  and
satisfaction of Performance  Objectives as the Committee may, in its discretion,
determine at the time an Award is granted.

                (d) At the time the Award of Performance Shares is granted,  the
Committee may, in its  discretion,  determine that the payment to the Grantee of
dividends,  or a specified  portion  thereof,  declared or paid on actual Shares
represented  by such Award  which have been issued by the Company to the Grantee
shall be (i) deferred  until the lapsing of the  restrictions  imposed upon such
Performance  Shares and (ii) held by the  Company for the account of the Grantee
until such time. In the event that  dividends are to be deferred,  the Committee
shall  determine  whether such dividends are to be reinvested in shares of Stock
(which  shall be held as  additional  Performance  Shares)  or held in cash.  If
deferred  dividends are to be held in cash,  there may be credited at the end of
each year (or  portion  thereof)  interest  on the amount of the  account at the
beginning of the year at a rate per annum as the Committee,  in its  discretion,
may determine.  Payment of deferred  dividends in respect of Performance  Shares
(whether  held in cash  or in  additional  Performance  Shares),  together  with
interest accrued thereon, if any, shall be made upon the lapsing of restrictions
imposed on the  Performance  Shares in respect of which the  deferred  dividends
were paid,  and any  dividends  deferred  (together  with any  interest  accrued
thereon)  in respect  of any  Performance  Shares  shall be  forfeited  upon the
forfeiture of such Performance Shares.

<PAGE>

                (e) Upon the lapse of the  restrictions  on  Performance  Shares
awarded the  Committee  shall cause a stock  certificate  to be delivered to the
Grantee, free of all restrictions hereunder.

           11.4  Effect  of  Change  in  Control.  In the  event of a Change  in
Control:

                (a)  With  respect  to  Performance   Units,   unless  otherwise
determined  by the  Committee,  the  Grantee  shall  (i)  become  vested  in all
Performance  Units and (ii) be entitled to receive in respect of all Performance
Units  which  become  vested as a result of a Change in  Control a cash  payment
within ten (10) days after such Change in Control in an amount as  determined by
the Committee at the time of the Award of such Performance Unit and as set forth
in the Agreement.

                (b)  With  respect  to  Performance  Shares,   unless  otherwise
determined  by  the  Committee,  restrictions  shall  lapse  immediately  on all
Performance Shares.

                (c) The Agreements evidencing Performance Shares and Performance
Units shall provide for the treatment of such Awards (or portions thereof) which
do not become  vested as the result of a Change in Control,  including,  but not
limited to, provisions for the adjustment of applicable Performance Objectives.

           11.5 Modification or Substitution.  Subject to the terms of the Plan,
the Committee may modify outstanding  Performance Awards or accept the surrender
of  outstanding   Performance   Awards  and  grant  new  Performance  Awards  in
substitution  for them.  Notwithstanding  the foregoing,  no  modification  of a
Performance  Award  shall  adversely  alter or impair any rights or  obligations
under the Agreement without the Grantee's consent.

      12. Effect of a Termination of Employment; Forfeiture Provisions.

           12.1  Termination  of  Employment.   An  employment   agreement,   if
applicable,  between an Optionee or Grantee  and the Company  shall  govern with
respect to the terms and  conditions  applicable  to such Option or Award upon a
termination  or  change in the  status  of the  employment  of the  Optionee  or
Grantee.  However,  in absence of an employment  agreement,  the following shall
apply:

                (a) The Agreement  evidencing  the grant of each Option and each
Award  shall set forth the terms and  conditions  applicable  to such  Option or
Award  upon a  termination  or change in the  status  of the  employment  of the
Optionee or Grantee by the  Company,  a  Subsidiary  or a Division  (including a
termination  or change by reason  of the sale of a  Subsidiary  or a  Division),
which shall be as the Committee,  or the Board in the case of Director  Options,
may, in its discretion,  determine at the time the Option or Award is granted or
thereafter.

<PAGE>


                (b) Unless otherwise  determined by the Committee at the time of
grant (and set forth in the Option  Agreement) or at a later date, except in the
case of death and Disability as provided in paragraphs 12(c) and 12(d) below, if
an Optionee of an Employee  Option  granted under the Plan has a Termination  of
Employment  with the Company or a Subsidiary,  any  unexercised  Employee Option
held by such  Optionee  shall  expire  ninety (90) days after the Optionee has a
Termination of Employment for any reason other than a termination for Cause or a
Voluntary  Termination (as defined below),  and such Employee Option may only be
exercised  by the  Optionee or his  Beneficiary  to the extent that the Employee
Option  or a portion  thereof  was  exercisable  on the date of  Termination  of
Employment;  provided,  however,  no Employee  Option may be exercised after the
expiration  date  specified for the particular  Employee  Option in the Employee
Option grant. If the Optionee's  Termination of Employment arises as a result of
a termination for Cause or a Voluntary  Termination,  then, unless the Committee
determines  otherwise  at  the  time  of  the  Termination  of  Employment,  any
unexercised   Options  held  by  such  Optionee   shall   terminate  and  expire
concurrently  with  the  Optionee's  Termination  of  Employment.  A  "Voluntary
Termination"  shall mean the voluntary  Termination of Employment by an Optionee
prior to five years of total Service (as defined  below) as an employee with the
Company and its Subsidiaries.  "Service" shall mean total of years for which the
Optionee,  prior to or after  first  becoming  an  Optionee,  has 1,000 hours of
service as an employee or otherwise with, or has served as a director or officer
of, the Company or a Subsidiary.

                (c) Unless otherwise  determined by the Committee at the time of
grant (and set forth in the Option Agreement) or at a later date, if an Optionee
dies while still  employed by the  Company,  the shares  which the  Optionee was
entitled  to  exercise  on the date of the  Optionee's  death under an Option or
Options granted under the Plan may be exercised at any time after the Optionee's
death by the Optionee's  beneficiary;  provided,  however, that no Option may be
exercised  after the earlier of: (i) one (1) year after the Optionee's  death or
(ii) the  expiration  date  specified  for the  particular  Option in the Option
Agreement.

                (d) Unless otherwise  determined by the Committee at the time of
grant (and set forth in the Option Agreement) or at a later date, if an Optionee
becomes  disabled  within the meaning of Section  2.14 hereof,  any  unexercised
Employee  Option held by such disabled  Optionee shall expire one (1) year after
the Optionee has a Termination of Employment because of such Disability and such
Option may only be exercised by the  Optionee or his  Beneficiary  to the extent
that the Employee  Option or a portion  thereof was  exercisable  on the date of
Termination of Employment  because of such  Disability;  provided,  however,  no
Employee  Option may be exercised  after the  expiration  date specified for the
particular Employee Option in the Employee Option grant.

           12.2   Forfeiture   Provisions.   The  Committee  may,  in  its  sole
discretion, include in the terms of any Option or Award provisions providing for
(i) the  termination of an Option or Award,  (ii)  forfeiture of the gain on any
Option  exercises  or  realized  pursuant  to any Award,  (iii) the right of the
Company to repurchase  any Shares  acquired  pursuant to an Option or Award,  or
(iv)  forfeiture of shares of Stock acquired  pursuant to an Award (and any gain
realized on the sale of the Shares is subject to repayment to the  Company),  if
an Optionee or Grantee engages in any activity in competition  with any activity
of the  Company,  or  inimical,  contrary  or  harmful to the  interests  of the
Company,  including, but not limited to (i) conduct related to the Optionee's or
Grantee's employment for which either criminal or civil penalties may be sought,
(ii) the commission of an act of fraud or intentional  misrepresentation,  (iii)
embezzlement or misappropriation or conversion of assets or opportunities of the
Company,  (iv) accepting employment with or serving as a consultant,  adviser or
in any other  capacity  to an  employer  that is in  competition  with or acting
against the interest of the Company, (v) disclosing or misusing any confidential
or proprietary  information of the Company,  or (vi)  participating in a hostile
takeover  attempt of the Company.  The  Committee may condition any grant on the
potential Optionee's or Grantee's agreement to such terms and conditions.


<PAGE>

      13.  Adjustment Upon Changes in Capitalization.

           (a) In the event of a Change in  Capitalization,  the Committee shall
conclusively determine the appropriate  adjustments,  if any, to (i) the maximum
number and class of Shares or other stock or  securities  with  respect to which
Options or Awards may be granted  under the Plan,  (ii) the  maximum  number and
class of Shares or other stock or  securities  with respect to which  Options or
Awards may be granted to any  Eligible  Individual  during the term of the Plan,
(iii) the  number  and class of Shares or other  stock or  securities  which are
subject to outstanding Options or Awards granted under the Plan and the purchase
price  therefor,  if  applicable,  (iv) the  number and class of Shares or other
securities in respect of which Director  Options are to be granted under Section
6 and (v) the Performance Objectives.

           (b) Any such  adjustment  in the Shares or other stock or  securities
subject to outstanding Incentive Stock Options (including any adjustments in the
purchase price) shall be made in such manner as not to constitute a modification
as  defined by Section  424(h)(3)  of the Code and only to the extent  otherwise
permitted by Sections 422 and 424 of the Code.

           (c) If,  by reason of a Change  in  Capitalization,  a Grantee  of an
Award  shall be  entitled  to, or an  Optionee  shall be entitled to exercise an
Option  with  respect  to,  new,  additional  or  different  shares  of stock or
securities,  such new, additional or different shares shall thereupon be subject
to all of the  conditions,  restrictions  and  performance  criteria  which were
applicable  to the Shares  subject  to the Award or Option,  as the case may be,
prior to such Change in Capitalization.

      14. Effect of Certain Transactions.  Subject to Sections 7.4, 8.7, 10.4(b)
and 11.4 or as  otherwise  provided  in an  Agreement,  in the  event of (i) the
liquidation or dissolution of the Company or (ii) a merger or  consolidation  of
the  Company (a  "Transaction"),  the Plan and the  Options  and  Awards  issued
hereunder  shall continue in effect in accordance with their  respective  terms,
except that following a Transaction  each Optionee and Grantee shall be entitled
to  receive in respect  of each  Share  subject  to any  outstanding  Options or
Awards,  as the case may be, upon  exercise of any Option or payment or transfer
in respect of any Award,  the same number and kind of stock,  securities,  cash,
property  or other  consideration  that each  holder of a Share was  entitled to
receive in the Transaction in respect of a Share;  provided,  however, that such
stock,  securities,  cash, property, or other consideration shall remain subject
to all of the  conditions,  restrictions  and  performance  criteria  which were
applicable to the Options and Awards prior to such Transaction.

      15.  Interpretation.      Following     the     required
registration  of any equity  security of the Company  pursuant
to Section 12 of the Exchange Act:

           (a) The Plan is intended to comply with Rule 16b-3  promulgated under
the Exchange Act and the Committee shall interpret and administer the provisions
of the Plan or any Agreement in a manner  consistent  therewith.  Any provisions
inconsistent  with such Rule  shall be  inoperative  and  shall not  affect  the
validity of the Plan.

           (b) Unless otherwise expressly stated in the relevant Agreement, each
Option, Stock Appreciation Right and Performance Award granted under the Plan is
intended  to be  performance-based  compensation  within the  meaning of Section
162(m)(4)(C)  of the Code.  The Committee  shall not be entitled to exercise any
discretion otherwise authorized hereunder with respect to such Options or Awards
if the ability to exercise such  discretion  or the exercise of such  discretion
itself would cause the  compensation  attributable  to such Options or Awards to
fail to qualify as performance-based compensation.

<PAGE>


      16. Pooling Transactions.  Notwithstanding  anything contained in the Plan
or any Agreement to the  contrary,  in the event of a Change in Control which is
also intended to constitute a Pooling Transaction, the Committee shall take such
actions,  if any, as are specifically  recommended by an independent  accounting
firm  retained by the  Company to the extent  reasonably  necessary  in order to
assure that the Pooling  Transaction  will  qualify as such,  including  but not
limited to (i) deferring the vesting, exercise,  payment,  settlement or lapsing
of  restrictions  with respect to any Option or Award,  (ii)  providing that the
payment or  settlement  in respect of any Option or Award be made in the form of
cash,  Shares or  securities  of a successor  or acquiror of the  Company,  or a
combination of the foregoing,  and (iii) providing for the extension of the term
of any Option or Award to the extent necessary to accommodate the foregoing, but
not beyond the maximum term permitted for any Option or Award.

      17.  Effective Date,  Termination and Amendment of the Plan. The effective
date of this Plan shall be the date the Plan is  adopted  by the Board,  subject
only to the approval by the affirmative vote of the holders of a majority of the
securities of the Company  present,  or  represented,  and entitled to vote at a
meeting of stockholders  duly held in accordance with the applicable laws of the
State of Utah  within  twelve  (12)  months of the  adoption  of the Plan by the
Board.

      No new Awards under the Plan shall be granted  after the day preceding the
fifth  anniversary  of the date of its  adoption  by the  Board and no Option or
Award may be granted thereafter. The Board may sooner terminate the Plan and the
Board may at any time and from time to time  amend,  modify or suspend the Plan;
provided,  however,  that: (a) no such  amendment,  modification,  suspension or
termination  shall impair or adversely  alter any Options or Awards  theretofore
granted under the Plan, except with the consent of the Optionee or Grantee,  nor
shall  any  amendment,  modification,  suspension  or  termination  deprive  any
Optionee or Grantee of any Shares which he or she may have  acquired  through or
as a result of the Plan; and (b) to the extent  necessary under  applicable law,
no  amendment  shall be effective  unless  approved by the  stockholders  of the
Company in accordance with applicable law.

      18.  Non-Exclusivity  of the Plan.  The  adoption of the Plan by the Board
shall not be construed  as amending,  modifying  or  rescinding  any  previously
approved  incentive  arrangement or as creating any  limitations on the power of
the Board to adopt such other  incentive  arrangements as it may deem desirable,
including,  without  limitation,  the granting of stock options  otherwise  than
under the Plan, and such arrangements may be either applicable generally or only
in specific cases.

      19.  Limitation  of  Liability.  As  illustrative  of the  limitations  of
liability of the Company, but not intended to be exhaustive thereof,  nothing in
the Plan shall be construed to:

           (i) give any person any right to be granted an Option or Award  other
than at the sole discretion of the Committee;

           (ii) give any  person any rights  whatsoever  with  respect to Shares
except as specifically provided in the Plan;

           (iii)limit in any way the right of the  Company  to
terminate the employment of any person at any time; or


<PAGE>

           (iv) be evidence of any  agreement  or  understanding,  expressed  or
implied,  that the  Company  will  employ any person at any  particular  rate of
compensation or for any particular period of time.

      20.  Regulations and Other Approvals; Governing Law.

           20.1 Governing Law. Except as to matters of federal law, the Plan and
the rights of all persons  claiming  hereunder shall be construed and determined
in  accordance  with the laws of the  State of Utah  without  giving  effect  to
conflicts of laws principles thereof.

           20.2  Applicable  Laws.  The  obligation  of the  Company  to sell or
deliver  Shares with respect to Options and Awards  granted under the Plan shall
be  subject  to all  applicable  laws,  rules  and  regulations,  including  all
applicable  federal and state  securities  laws,  and the  obtaining of all such
approvals by governmental  agencies as may be deemed necessary or appropriate by
the Committee.

           20.3 Rules and Regulations. The Board may make such changes as may be
necessary  or  appropriate  to  comply  with the rules  and  regulations  of any
government  authority,  or to obtain for Eligible  Individuals granted Incentive
Stock Options the tax benefits under the  applicable  provisions of the Code and
regulations promulgated thereunder.

           20.4 Securities Regulations.  Each Option and Award is subject to the
requirement  that, if at any time the Committee  determines,  in its discretion,
that the listing,  registration or qualification of Shares issuable  pursuant to
the Plan is  required by any  securities  exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body is necessary
or desirable as a condition of, or in connection with, the grant of an Option or
Award or the  issuance  of  Shares,  no  Options  or Awards  shall be granted or
payment  made  or  Shares  issued,   in  whole  or  in  part,   unless  listing,
registration,  qualification,  consent or approval has been effected or obtained
free of any conditions as acceptable to the Committee.

           20.5 Restrictions on Shares.  Notwithstanding  anything  contained in
the Plan or any Agreement to the contrary,  in the event that the disposition of
Shares  acquired  pursuant  to  the  Plan  is  not  covered  by a  then  current
registration  statement  under  the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"),  and is not otherwise  exempt from such  registration,  such
Shares  shall be  restricted  against  transfer  to the extent  required  by the
Securities Act and Rule 144 or other regulations  thereunder.  The Committee may
require any individual  receiving  Shares pursuant to an Option or Award granted
under the Plan, as a condition precedent to receipt of such Shares, to represent
and  warrant  to the  Company  in  writing  that  the  Shares  acquired  by such
individual are acquired without a view to any distribution  thereof and will not
be sold or transferred other than pursuant to an effective  registration thereof
under said Act or pursuant to an exemption  applicable  under the Securities Act
or the rules and regulations promulgated thereunder. The certificates evidencing
any of such Shares  shall be  appropriately  amended to reflect  their status as
restricted securities as aforesaid.

      21.  Miscellaneous.

           21.1  Multiple  Agreements.  The  terms of each  Option  or Award may
differ from other Options or Awards  granted under the Plan at the same time, or
at some other time.  The  Committee may also grant more than one Option or Award
to a given Eligible  Individual  during the term of the Plan, either in addition
to, or in substitution for, one or more Options or Awards previously  granted to
that Eligible Individual.
      
<PAGE>

     21.2 Withholding of Taxes.

                (a) At such times as an Optionee or Grantee  recognizes  taxable
income in  connection  with the receipt of Shares or cash  hereunder (a "Taxable
Event"), the Optionee or Grantee shall pay to the Company an amount equal to the
federal,  state and local income  taxes and other  amounts as may be required by
law to be  withheld  by the Company in  connection  with the Taxable  Event (the
"Withholding  Taxes")  prior to the  issuance,  or release from escrow,  of such
Shares or the payment of such cash.  The Company  shall have the right to deduct
from any  payment  of cash to an  Optionee  or  Grantee  an amount  equal to the
Withholding Taxes in satisfaction of the obligation to pay Withholding Taxes. In
satisfaction  of the  obligation to pay  Withholding  Taxes to the Company,  the
Optionee or Grantee may make a written election (the "Tax Election"),  which may
be accepted or rejected in the discretion of the  Committee,  to have withheld a
portion of the Shares  then  issuable  to him or her  having an  aggregate  Fair
Market Value equal to the Withholding Taxes.

                (b) If an Optionee  makes a  disposition,  within the meaning of
Section 424(c) of the Code and regulations promulgated thereunder,  of any Share
or Shares issued to such Optionee pursuant to the exercise of an Incentive Stock
Option  within the two-year  period  commencing on the day after the date of the
grant or within  the  one-year  period  commencing  on the day after the date of
transfer of such Share or Shares to the Optionee pursuant to such exercise,  the
Optionee  shall,  within ten (10) days of such  disposition,  notify the Company
thereof, by delivery of written notice to the Company at its principal executive
office.


<PAGE>


                                                                       EXHIBIT 5


<PAGE>

                         September 18, 1998



The Board of Directors
of EFI Electronics Corporation
1751 South 4800 West
Salt Lake City, Utah  84104

      Re:  EFI Electronics Corporation
           Registration Statement on Form S-8

Gentlemen:

      As counsel to EFI Electronics  Corporation,  a Delaware  corporation  (the
"Company"),  in connection with the Company's Registration Statement on Form S-8
(the "Registration  Statement") to be filed under the Securities Act of 1933, as
amended,  for  registration  of 750,000  shares (the  "Shares") of common stock,
$0.0001 par value, of the Company to be offered,  sold and issued by the Company
pursuant to the EFI Electronics Corporation 1998 Incentive Plan (the "Plan"), we
have examined the originals or certified,  conformed or  reproduction  copies of
all such  records,  agreements,  instruments  and  documents  as we have  deemed
necessary  as  the  basis  for  the  opinion   expressed  herein.  In  all  such
examinations,  we have assumed the  genuineness of all signatures on original or
certified  copies and the  conformity  to  original or  certified  copies of all
copies  submitted  to us as  conformed  or  reproduction  copies.  As to various
questions of fact relevant to the opinion hereinafter expressed,  we have relied
upon certificates of public officials and statements or certificates of officers
or representatives of the Company and others.

      Based upon and subject to the  foregoing,  we are of the opinion  that the
Shares,  when issued in accordance with the terms and conditions of the Plan and
pursuant to the Registration  Statement,  will be legally issued, fully paid and
nonassessable.


      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration Statement.

                                Very truly yours,

                               /s/ Parr  Waddoups  Brown Gee & Loveless

                               PARR   WADDOUPS   BROWN  GEE  & LOVELESS


<PAGE>



                                                  EXHIBIT 23.1


<PAGE>

                           CONSENT

We have issued our report  dated May 15,  1998,  accompanying  the  consolidated
financial statements of EFI Electronics Corporation appearing in the 1998 Annual
Report on Form  10-KSB as of March 31,  1998 and for each of the two years  then
ended which is  incorporated  by reference in this  Registration  Statement.  We
consent to the  incorporation by reference in the Registration  Statement of the
aforementioned report.


                                          /s/ Grant  Thornton LLP

                                          GRANT THORNTON LLP

Salt Lake City, Utah
September 30, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 143196}]
{"company-data": {"conformed-name": "EFI ELECTRONICS CORP", "cik": "0000785970", "assigned-sic": "3620", "irs-number": "752072203", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "file-number": "333-65153", "film-number": "98719117"}, "business-address": {"street1": "1751 SOUTH 4800 WEST", "city": "SALT LAKE CITY", "state": "UT", "zip": "84104", "phone": "8019779009"}, "mail-address": {"street1": "1751 SOUTH 4800 WEST", "city": "SALT LAKE", "state": "UT", "zip": "84104"}, "former-company": [{"former-conformed-name": "EFI CORP", "date-changed": "19871111"}, {"former-conformed-name": "HALYX DEVELOPMENT CO INC", "date-changed": "19870817"}]}
As filed with the Securities and Exchange Commission on September 30,
1998
                                       Registration No. 333-______

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                        --------------------

                              FORM S-8
                       REGISTRATION STATEMENT
                              Under the
                       Securities Act of 1933
                        --------------------

                     EFI ELECTRONICS CORPORATION
       (Exact name of registrant as specified in its charter)

                                 
            Delaware                           75-2072203
 (State or other jurisdiction of            (I.R.S. Employer
 incorporation or organization)            Identification No.)

                        --------------------

                        1751 South 4800 West
                     Salt Lake City, Utah 84104
              (Address of Principal Executive Offices,
                         including Zip Code)

                     EFI ELECTRONICS CORPORATION
                         1998 INCENTIVE PLAN
                      (Full title of the plan)

                                                Copy to:
   EFI Electronics Corporation              RICHARD G. BROWN
         David G. Bevan             Parr Waddoups Brown Gee & Loveless
      1751 South 4800 West          185 South State Street, Suite 1300
   Salt Lake City, Utah 84104          Salt Lake City, Utah 84111
         (801) 977-9009                      (801) 532-7840
  (Name, address and telephone
  number, including area code,
      of agent for service)

                        --------------------

                   CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------

Title of Securities to    Amount to    Proposed    Proposed
     be Registered        be           Maximum     Maximum
                          Registered   Offering    Aggregate       Amount of
                                       Price       Offering       Registration
                                       per          Price(1)        Fee(1)
                                       Share(1)
- --------------------------------------------------------------------------------

Common Stock..........    750,000      $1.69     $1,267,810.25       $371.05
                          shares
- --------------------------------------------------------------------------------

(1) Estimated  pursuant to Rule  457(h)(1)  and 457(c).  With respect to 304,587
shares of the 750,000 being registered,  the offering price per share, aggregate
offering price and registration fee have been calculated based upon the exercise
price at which  options  with  respect  to such  shares may be  exercised.  With
respect to the remaining 445,413 shares being registered, for which the offering
price is not known, the offering price per share,  aggregate  offering price and
registration  fee are  computed  on the basis of the average of the high and low
sales prices as reported on the NASDAQ Small Cap Market on September 29, 1998.
PART I

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

      *    Information  required by Part I to be contained in the Section  10(a)
           prospectus is omitted from this Registration  Statement in accordance
           with Rule 428 under  the  Securities  Act of 1933,  as  amended  (the
           "Securities Act"), and the Note to Part I of Form S-8.

                               PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The  following  documents  filed  by  EFI  Electronics   Corporation  (the
"Registrant")   with  the   Securities   and  Exchange   Commission  are  hereby
incorporated by reference in this Registration Statement:

      (1) The Registrant's Annual Report on Form 10-KSB for the year ended March
31, 1998.

      (2) The Registrant's  Quarterly Report on Form 10-QSB for the three months
ended June 30, 1998.

      (3) The  description  of the  Registrant's  Common Stock  contained in the
Registrant's  Registration  Statement  on Form 8-A filed  under  the  Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  including any amendment
or  report  filed  under the  Exchange  Act for the  purpose  of  updating  such
description.

      In addition,  all documents  subsequently filed by the Registrant pursuant
to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement  contained  herein
(or in any other  subsequently  filed  document  which also is  incorporated  by
reference  herein)  modifies or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Not applicable.
Item 6.  Indemnification of Directors and Officers.

      Section  102(b)(7) of the Delaware  General  Corporation  Law authorizes a
Delaware  corporation to have a provision in its  certificate  of  incorporation
eliminating  or limiting the personal  liability of its  directors to it and its
stockholders for monetary  damages for breach of a director's  fiduciary duty of
care; provided that such provision shall not eliminate or limit 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 involve  intentional  misconduct or a knowing  violation of law, (iii) for
unlawful  payments of dividends or unlawful stock  repurchases or redemptions as
provided in Section 174 of the Delaware  General  Corporate  Law or (iv) for any
transaction from which the director derived an improper  personal  benefit.  The
Registrant's  Certificate  of  Incorporation  provides  that the  liability of a
director to the Registrant or the Registrant's stockholders for monetary damages
for breach of fiduciary  duty is eliminated to the fullest  extent  permitted by
Section 102(b)(7).

      The Registrant's  Certificate of Incorporation  provides that any director
or officer of the Registrant, individually or with others, may be a party to, or
may have an interest in, any transaction of the Registrant or any transaction in
which the  Registrant  is a party or has an interest.  Each person who is now or
may become a director or officer of the  Registrant is relieved  from  liability
that he might otherwise  obtain in the event such director or officer  contracts
with the  Registrant for the benefit of himself or any other firm or corporation
in which he may have an interest, provided such director or officer acts in good
faith.

      Section 145 of the Delaware General  Corporation Law permits a corporation
to  indemnify  any  person who was or is a party or is  threatened  to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that he is or was a director,  officer,  employee or agent of the corporation or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses,  judgments,  fines  and  amounts  paid  in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action.  In an action brought to obtain a judgment in the  corporation's  favor,
whether  by  the  corporation  itself  or  derivatively  by a  stockholder,  the
corporation may only indemnify for expenses, including attorney's fees, actually
and  reasonably  incurred in  connection  with the defense or settlement of such
action.  In any such action,  no  indemnification  may be paid in respect of any
claim,  issue or matter as to which such person shall have been adjudged  liable
to the  corporation  except  as  otherwise  approved  by the  Delaware  Court of
Chancery  or the  court in which the claim  was  brought.  In any other  type of
proceeding,  the indemnification may extend to judgments, fines and amounts paid
in settlement,  actually and reasonably  incurred in connection  with such other
proceeding, as well as to expenses.

      The  statute  does not permit  indemnification  unless the person  seeking
indemnification  has acted in good faith and in a manner he reasonably  believed
to be in, or not opposed to, the best  interests of the  corporation  and,  with
respect to any criminal  actions or  proceedings,  the person had no  reasonable
cause to believe his  conduct was  unlawful.  The  statute  contains  additional
limitations  applicable to criminal  actions and to actions brought by or in the
name of the corporation.

      The  Registrant's  Certificate  of  Incorporation  and Bylaws  require the
Registrant  to  indemnify  its  directors  and  officers to the  fullest  extent
permitted under Delaware law. Specifically, the Registrant's Bylaws provide that
the  Registrant  shall,  to the  fullest  extent  permitted,  and in the  manner
required by the law of the State of  Delaware,  shall (i)  indemnify  any person
(and the heirs and legal representative of such person) who was or is made or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  Registrant,  or is or was  serving at the  request of the  Registrant  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust  or other  enterprise,  against  any  applicable  obligation  or
liability  permitted  by law; and (ii) provide to any such person (and the heirs
and legal  representatives  of such person)  advances  for expenses  incurred in
defending any such action, suit or proceeding, upon receipt of an undertaking by
or on behalf of such  person  (and the heirs and legal  representatives  of such
person) to repay such advances if it shall  ultimately be determined  that he is
not entitled to indemnification by the Registrant.  The Registrant's Certificate
of Incorporation,  as amended,  provides that the Registrant shall indemnify any
and all persons  (and the  respective  heirs,  administrators,  successors,  and
assigns  of such  person)  who may  serve  or who  have  served  at any  time as
directors or  officers,  or who, at the request of the Board of Directors of the
Registrant,  may serve,  or at any time have served as  directors or officers of
another corporation in which the Registrant at such time owned or may own shares
of stock,  or which it was or may be a creditor,  against  any and all  expenses
actually  or  necessarily  by such  persons in  connection  with the  defense or
settlement  of any claim,  action,  suit or  proceeding in which they, or any of
them, are made parties, or a party, or which may be assessed against them or any
of them by  reason  of  being  or  having  been  directors  or  officers  of the
Registrant,  except in  relation  to  matters as to which any such  director  or
officer shall be adjudged in any action, suit or proceeding to be liable for his
own negligence or misconduct in the performance of his duties.  The Registrant's
Bylaws further  provide that this  indemnification  and  advancement of expenses
shall  not be  deemed  exclusive  of any other  rights  to which  those  seeking
indemnification or advancement of expenses may be entitled under any resolution,
agreement, vote of stockholders or disinterested directors or otherwise.

      Section  145(g) of the Delaware  General  Corporation  Law  provides  that
corporations have the power to purchase and maintain  insurance on behalf of any
person who is or was a director,  officer, employee or agent of the corporation,
or is or was serving at the request of the  corporation as a director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise  against liability  asserted against him and incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
corporation  would have the power to indemnify him against such  liability.  The
Registrant's  Bylaws  provide the  Registrant  with this power.  The  Registrant
maintains  insurance from a commercial carrier against certain  liabilities that
may be incurred by its directors and officers.

      The foregoing description is necessarily general and does not describe all
details  regarding the  indemnification  of officers,  directors or  controlling
persons of the Registrant.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      See the Exhibit Index on page 7.

Item 9.  Undertakings.

      (a)  The undersigned Registrant hereby undertakes:

           (1) To file,  during  any  period in which  offers or sales are being
      made of the securities  registered  hereby, a post-effective  amendment to
      this Registration Statement:

                (i)  To include any prospectus  required by section
           10(a)(3) of the Securities Act of 1933;

                (ii) To reflect in the  prospectus  any facts or events  arising
           after the effective date of this 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 this Registration Statement;

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

      provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the  Registration  Statement  is on  Form  S-3 or  Form  S-8,  and  the
      information required to be included in a post-effective amendment by those
      paragraphs  is  contained  in  periodic  reports  filed 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) That,  for the purpose of  determining  any  liability  under the
      Securities Act of 1933, each such post-effective amendment 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.

           (3)  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.

      (b) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, 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.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 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 or  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, 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 Salt Lake, State of Utah, on September 30, 1998.

                                     EFI Electronics Corporation

                                     By  /s/ Richard D. Clasen
                                         Richard D. Clasen, Chief Executive 
                                         Officer and President

                          POWER OF ATTORNEY

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the dates  indicated.  Each person  whose  signature  to this
Registration  Statement appears below hereby constitutes and appoints Richard D.
Clasen  and  David  G.  Bevan,  and  each  of  them,  as  his  true  and  lawful
attorney-in-fact  and  agent,  with full power of  substitution,  to sign on his
behalf  individually  and in the  capacity  stated below and to perform any acts
necessary  to be done  in  order  to  file  all  amendments  and  post-effective
amendments  to this  Registration  Statement,  and any  and all  instruments  or
documents filed as part of or in connection with this Registration  Statement or
the  amendments  thereto  and each of the  undersigned  does  hereby  ratify and
confirm all that said  attorney-in-fact and agent, or his substitutes,  shall do
or cause to be done by virtue hereof.
 
          Signature           Title                                 Date

   /s/ Richard D. Clasen      Chief Executive Officer, 
   Richard D. Clasen          President and Director          September 30, 1998
                              (Principal Executive Officer)

   /s/ David G. Bevan        Chief Financial Officer and      September 30, 1998
   David G. Bevan            Executive Vice President 
                             (Principal Financial Officer)

   /s/ James H. Biggart      Executive Vice President Sales   September 30, 1998
   James H. Biggart          and Marketing

   /s/ Gaylord K. Swim       Director                         September 30, 1998

   Gaylord K. Swim

   /s/ Reino Kerttula        Director                         September 30, 1998
   Reino Kerttula
EFI ELECTRONICS CORPORATION

                            EXHIBIT INDEX

- --------------------------------------------------------------------------------

Regulation S-K    Description                                     Sequential
Exhibit No.                                                        Page No.
- --------------------------------------------------------------------------------
    4.1         Certificate of Incorporation as
                Restated and Amended.

    4.2*        Bylaws of the Registrant as Amended and 
                Restated. (Incorporated by reference from 
                the Annual Report on Form 10-K filed by the
                Registrant for the year ended March 31, 1989).

    4.3         EFI Electronics Corporation 1998
                Incentive Plan.

     5          Opinion of Parr Waddoups Brown Gee
                & Loveless, a professional
                corporation, as to the legality of
                the securities offered.

    23.1        Consent of Grant Thornton LLP.

    23.2        Consent of Parr Waddoups Brown Gee
                & Loveless, a professional
                corporation (included in Exhibit
                No. 5).

     24         Powers of Attorney (included on page 6 hereof).

- ----------------------------------
* Incorporated by reference
EXHIBIT 4.1
CERTIFICATE OF AMENDMENT

                               OF

                  CERTIFICATE OF INCORPORATION

           EFI  Electronics  Corporation,  a corporation  organized and existing
   under and by virtue of the General Corporation Law of the State of Delaware

   DOES HEREBY CERTIFY:

         FIRST:  That at a meeting of the board of Directors of EFI  Electronics
   Corporation  resolutions were duly adapted setting forth a proposed amendment
   to the  Certificate  of  Incorporation  of said  corporation,  declaring said
   amendment to be advisable and presenting said amendment at the annual meeting
   of stockholders of said corporation for consideration thereof. The resolution
   setting forth the proposed amendment is as follows:

       RESOLVED,  that the  Certificate of  Incorporation  of the corporation be
   amended by adding the Article  thereof  numbered  "XIV" so that said  Article
   shall be and read as follows:

                          ARTICLE XIV

                      DIRECTORS' LIABILITY

            The personal  liability of the  Director to the  Corporation  or its
       stockholders  for monetary damages for breach of fiduciary duty is hereby
       eliminated to the fullest extent permitted by paragraph (7) of subsection
       102(b)  of the  Delaware  General  Corporation  Law,  as the  some may be
       hereafter  amended  from time to time.  In the event such  subsection  is
       amended  to  decrease  or limit in any manner  the  protection  or rights
       currently   available  to  Directors,   such   amendment   shall  not  be
       retroactively applied in determining the personal liability of a Director
       pursuant to this Article XIV prior to the enactment of such amendment.

       SECOND:  That  thereafter,   pursuant  to  resolution  of  its  Board  of
   Directors,  the annual meeting of the  stockholders  of said  corporation was
   duly  called and held,  upon  notice in  accordance  with  Section 222 of the
   General  Corporation  Law of the  State  of  Delaware  at which  meeting  the
   necessary  number of shares as required by statute were voted in favor of the
   amendment.

       THIRD:   That  said   amendment  was  duly  adapted  in
   accordance  with  the  provisions  of  Section  242  of the
   General Corporation Law of the State of Delaware.

       FOURTH:   That   the   outstanding   capital   of  said
   corporation  shall  not be  reduced  under or by  reason of
   said amendment.

       IN WITNESS  WHEREOF,  said EFI  Electronics  Corporation  has caused this
   certificate  to be  signed by Scott H.  Nelson,  its  President  and David K.
   Giles, its Secretary, this 29th day of April, 1991.

                          By:  /s/  Scott H. Nelson
                                  Scott H. Nelson, President
   ATTEST:

   By:  /s/  David K. Giles
        David K. Giles, Secretary
CERTIFICATE OF AMENDMENT

                               OF

                  CERTIFICATE OF INCORPORATION

       EFI Electronics  Corporation,  a corporation organized and existing under
   and by virtue of the General Corporation Law of the State of Delaware,

   DOES HEREBY CERTIFY:

       FIRST:  That at a meeting of the Board of  Directors  of EFI  Electronics
   Corporation, resolutions were duly adapted setting forth a proposed amendment
   to the  Certificate  of  Incorporation  of said  corporation,  declaring said
   amendment to be advisable and calling a meeting of the  stockholders  of said
   corporation  for  consideration  thereof.  The  resolution  setting forth the
   proposed amendment is as follows:

       RESOLVED,  that the Certificate of  Incorporation  of this corporation be
       amended  by  changing  the  Article  thereof  numbered  "IV" so that,  as
       amended, said Article shall be and read as follows:

           "The  aggregate  number of shares of all  classes of stock  which the
           Corporation shall have authority to issue is 20,000,000, all of which
           shall be Common  Stock  having a par value of $0.0001 per share.  The
           9,774,251  presently issued and outstanding shares of common stock of
           the Corporation  shall be reverse split on the basis of one share for
           each three shares outstanding, par value $0.0001 per share."

       SECOND:  That  thereafter,   pursuant  to  resolution  of  its  Board  of
   Directors, a special meeting of the stockholders of said corporation was duly
   called and held,  upon notice in  accordance  with section 222 of the General
   Corporation  Law of the State of  Delaware  at which  meeting  the  necessary
   number of shares as required by statute were voted in favor of the amendment.

       THIRD:   That  said   amendment  was  duly  adapted  in
   accordance  with  the  provisions  of  Section  242  of the
   General Corporation Law of the State of Delaware.

       FOURTH:   That   the   outstanding   capital   of  said
   corporation  shall  not be  reduced  under or by  reason of
   said amendment.

       IN WITNESS  WHEREOF,  said EFI  Electronics  Corporation  has caused this
   certificate  to be signed by Scott H.  Nelson,  its  President,  and David K.
   Giles, its Secretary, the 21st day of July, 1989.

                          By:  /s/  Scott H. Nelson
                                  Scott H. Nelson, President

   ATTEST:

   By:   /s/  David K. Giles
           David K. Giles, Secretary
CERTIFICATE OF AMENDMENT

                               OF

                  CERTIFICATE OF INCORPORATION

       EFI Electronics  Corporation,  a corporation organized and existing under
   and by virtue of the General Corporation Law of the State of Delaware.

   DOES HEREBY CERTIFY:

       FIRST:  That at a meeting of the Board of  Directors  of EFI  Electronics
   Corporation  resolutions were duly adapted setting forth a proposed amendment
   to the  Certificate  of  Incorporation  of said  corporation,  declaring said
   amendment to be advisable and calling a meeting of the  stockholders  of said
   corporation  for  consideration  thereof.  The  resolution  setting forth the
   proposed amendment is as follows:

       RESOLVED,  that the Certificate of  Incorporation  of this corporation be
   amended by changing the Article  thereof  numbered  "IV" so that,  as amended
   said Article shall be and read as follows:

       "The  aggregate  number  of  shares  of all  classes  of stock  which the
       Corporation  shall have  authority  to issue is  20,000,000  all of which
       shall be Common Stock having a par value of $0.0001 per share."

       SECOND:  That  thereafter,   pursuant  to  resolution  of  its  Board  of
   Directors, a special meeting of the stockholders of said corporation was duly
   called and held,  upon notice in  accordance  with Section 222 of the General
   Corporation  Law of the state of  Delaware  at which  meeting  the  necessary
   number of shares as required by statute were voted in favor of the amendment.

       THIRD:   That  said   amendment  was  duly  adapted  in
   accordance  with  the  provisions  of  Section  242  of the
   General Corporation Law of the State of Delaware.

       FOURTH:   That   the   outstanding   capital   of  said
   corporation  shall  not be  reduced  under or by  reason of
   said amendment.

       IN WITNESS  WHEREOF,  said EFI  Electronics  Corporation  has caused this
   certificate to be signed by George O. Stewart,  its  President,  and David K.
   Giles, its Secretary, this 30th day of March, 1988.

                            By: /s/ George O. Stewart
                                 George O. Stewart, President

   ATTEST:

   By:  /s/  David K. Giles
           David K. Giles, Secretary
CERTIFICATE OF MERGER

                               OF

               EFI CORPORATION, a Utah Corporation

                              INTO

     HALYX DEVELOPMENT COMPANY, INC., a Delaware Corporation

       Pursuant  to the  provisions  of  Section  252 of  the  Delaware  General
   Corporation Law, the undersigned Halyx Development Company,  Inc., a Delaware
   corporation  (sometimes  herein referred to as the "Surviving  Corporation"),
   hereby adopts the following Certificate of
   Merger:

           1. The names and states of  incorporation  of each of the constituent
   corporations are:

                (a) EFI Electronics, a Utah corporation.

                (b) Halyx Development Company, Inc., a
                   Delaware corporation.

           2. An  Agreement  and Plan of Merger dated as of January 6, 1987 (the
   "Agreement of Merger") has been approved,  adopted,  certified,  executed and
   acknowledged  by each of the  constituent  corporations  in  accordance  with
   subsection (c) of Section 252 of the Delaware General Corporation Law.

           3.  The  name of the  surviving  or  resulting  corporation  is Halyx
   Development Company, Inc., a Delaware corporation, which name will be changed
   by amendment to the Certificate of  Incorporation  referred to in Paragraph 4
   below to "EFI Electronics Corporation".

           4.  Pursuant  to  the  Agreement  of  Merger,   the   Certificate  of
   Incorporation  of the Surviving  Corporation  will be amended and restated to
   conform with the  Certificate of  Incorporation  attached hereto as Annex "A"
   and by this reference incorporated herein.

           5. The executed Agreement of Merger is on file at the principal place
   of business of the Surviving Corporation at the address below:
                               EFI Electronics
                               350 West 2700 South
                           Salt Lake City, Utah 84115

           6. A copy  of the  Agreement  of  Merger  will  be  furnished  by the
   Surviving  Corporation,  on request and without cost, to any  stockholder  of
   either constituent corporation.

           7.  The  authorized  capital  stock  of EFI  Electronics  Corporation
   existing before the Agreement of Merger is 5,000,000  shares of Common Stock,
   par value $.01, constituting a total authorized capital of $50,000.

       EXECUTED as of the day of 25th day of June, 1987.

                                    SURVIVING CORPORATION:
                                Halyx Development
   Company,
                                Inc., a Delaware
   corporation

                                    By  /s/  Larry E. Howell
                                          Larry E. Howell,
   President

                                    By  /s/  E. James Bradley
                                          E. James Bradley,
   Secretary
STATE OF UTAH          )
                          :     ss.
   COUNTY OF SALT LAKE    )

       Larry E. Howell, having been first duly sworn, hereby declares, certifies
   and acknowledges that (a) he executed the foregoing  Certificate of Merger as
   President of HALYX DEVELOPMENT  COMPANY,  INC. and that such execution is the
   act and  deed  of  HALYX  DEVELOPMENT  COMPANY,  INC.;  (b) he has  read  the
   foregoing  certificate and knows the contents thereof; and (c) the statements
   and facts contained therein are true and correct.

       EXECUTED this 25th day of June, 1987.

                                    /s/  Larry E. Howell
                                 Larry E. Howell

       SUBSCRIBED AND SWORN to before me the 25th day of June, 1987.

                                    /s/  Joyce A. Stopford
                                  Notary Public
                              Residing at: Dallas,
   Texas
   My Commission Expires:

   March 31, 1989
RESTATED CERTIFICATE OF INCORPORATION

                               OF

                 HALYX DEVELOPMENT COMPANY, INC.

       Pursuant to the Agreement and Plan of Merger dated January 1, 1987, Halyx
   Development company,  Inc. ("Halyx") , a Delaware  corporation,  acquired EFI
   Corporation  ("EFI"), a Utah corporation.  Halyx, the surviving  corporation,
   was  originally  incorporated  under  the laws of the  State of  Delaware  on
   November  12, 1985.  The Restated  Certificate  of  Incorporation,  as stated
   herein, was duly adapted in accordance with the provisions of Section 245 and
   242 of the General Corporation Law of the State of Delaware.
                            ARTICLE I

                              NAME

       The name of the  Corporation  hereby  created  shall  be EFI  Electronics
   Corporation.

                           ARTICLE II

                            DURATION

       The  Corporation  shall continue in existence  perpetually  unless sooner
   dissolved according to law.
                           ARTICLE III

                            PURPOSES

       The purposes for which this Corporation is organized are:

             (a) To develop, design, acquire, purchase, assemble, distribute and
   generally  deal in and  with  electrical  equipment  of  every  type and kind
   including  circuitry,  equipment,  accessories,  appliances and appurtenances
   capable of being employed as power  conditioning or power protection  devices
   for electronic products of every description;
             (b) To seek available business opportunities which have a potential
   for profit,  acquire, merge with or into, or be acquired by one or more other
   businesses,  and to do lawful act or activity for which  corporations  may be
   formed under the laws of the State of Delaware;

             (c) To acquire by purchase or otherwise,  own, hold,  lease,  rent,
   mortgage  or  otherwise,  to trade  with and deal in real  estate  lands  and
   interest in lands and all other property of every kind and nature;

             (d) To  acquire,  sell and  otherwise,  dispose of, deal in stocks,
   bonds mortgages,  securities, notes and commercial paper for corporations and
   individuals, and to lend money and negotiate loans;

             (e) To  borrow  money and to  execute  notes  and  obligations  and
   security  contracts  therefore,  and to lend  any of  monies  or funds of the
   Corporation  and to take  evidence  of  indebtedness  therefore,  and also to
   negotiate  loans; to carry on a general  mercantile and merchandise  business
   and to purchase,  sell and deal in such goods,  supplies,  and merchandise as
   are or may be sold in a general store;

             (f) To guarantee  the payment of dividends or interest on any other
   contract or obligation of, any  corporation  whenever proper or necessary for
   the business of the Corporation in the judgment of its directors;

             (g) To do all and everything necessary,  suitable,  convenient,  or
   proper for the accomplishment of any of the herein enumerated,  or incidental
   to the powers therein named, or which shall at any time appear  conclusive or
   expedient for the protection or benefit of the Corporation, either as holders
   of or interested in any property, or otherwise; with all the powers hereafter
   conferred by the laws under which this Corporation is organized; and
(h) To engage in any and all other lawful purposes,  activities and
   pursuits, whether similar or dissimilar to the foregoing, and the Corporation
   shall  have all  powers  allowed  or  permitted  by the laws of the  State of
   Delaware.
                           ARTICLE IV

                         CAPITALIZATION

       The  aggregate  number  of  shares  of all  classes  of stock  which  the
   Corporation  shall have authority to issue is 500,000,000  all of which shall
   be Common Stock having a par value of $0.0001 per share.
                            ARTICLE V

                        CLASSES OF STOCK

       A statement of the designations and the powers, preferences,  and rights,
   and the qualifications,  limitations,  or restrictions thereof, of the shares
   of stock which the Corporation shall be authorized to issue, is as follows:

             (a) General Rights.  All stock of the  Corporation  shall be of the
   same class,  common,  and shall have the same rights and  preferences.  Fully
   paid  stock  of the  Corporation  shall  not be  liable  to any  call  and is
   nonassessable.

             (b)  Dividends.  The  holders  of shares of Common  Stock  shall be
   entitled to receive  dividends when and as declared by the Board of Directors
   out of funds legally available therefor.

             (c) Voting.  Except as otherwise  expressly provided by law, in all
   matters as to which the vote or consent of  stockholders  of the  Corporation
   shall be required or be taken, including,  any vote to amend this Certificate
   of Incorporation to increase or decrease the par value,  effect a stock split
   or  combination  of shares,  or alter or change the  powers,  preferences  or
   special rights of the Common Stock,  the holders of the Common Stock shall be
   entitled to vote on all such matters, and the holders of the shares of Common
   Stock shall each have one (1) vote per shares.

             (d) Issuance of Rights and Warrants. The Corporation shall have the
   power to issue,  with or without any connection to the issued and sale of its
   Common Stock, or other securities, rights, warrants, or options entitling the
   holders thereof to purchase from the Corporation  shares of its Common Stock,
   or other  securities,  upon which terms and  conditions and at such times and
   for such consideration or price as the Board of Directors,  in its discretion
   may determine.  In the absence of fraud,  the judgment of the directors as to
   the consideration for the issuance of such rights,  warrants,  or options and
   the sufficiency thereof shall be conclusive.

                           ARTICLE VI

                             BY-LAWS

       In furtherance and not in limitation of the powers  conferred by statute,
   the Board of Directors is expressly  authorized to make,  alter or repeal the
   By-Laws of the Corporation.

                           ARTICLE VII

                      MEETINGS AND RECORDS

       Meetings of the  stockholders  may be held within or without the State of
   Delaware,  as the By-Laws may provide.  The books of the  Corporation  may be
   kept (subject to any provision  contained in the statutes)  outside the State
   of Delaware at such place or places as may be designated from time to time by
   the Board of  Directors  or in the By-Laws of the  Corporation.  Elections of
   directors need not be written by ballot unless the By-Laws of the Corporation
   shall so provide.
ARTICLE VIII

                      NO PRE-EMPTIVE RIGHTS

       Shareholders  of the  Corporation  shall not have  pre-emptive  rights to
   subscribe for or acquire  additional shares of the Corporation,  whether such
   shares be hereby or hereafter authorized.

                           ARTICLE IX

                   INDEMNIFICATION OF OFFICERS
                          AND DIRECTORS

       The Corporation  shall indemnify any and all persons who may serve or who
   have served at any time as directors  or officers,  or who, at the request of
   the Board of Directors  of the  Corporation,  may serve,  or at any time have
   served  as  directors  or  officers  of  another  corporation  in  which  the
   Corporation at such time owned or may own shares of stock, or which it was or
   may be a creditor, and the respective heirs, administrators,  successors, and
   assigns, against any and all expenses,  including amounts paid upon judgment,
   counsel  fees,  and  amount  paid in  settlement  ( before  or after  suit is
   commenced),  actually or necessarily  by such persons in connection  with the
   defense or  settlement  or any claim,  action,  suit,  or proceeding in which
   they, or any of them, are made parties,  or a party, or which may be assessed
   against them or any of them,  by reason of being or having been  directors or
   officers of the Corporation, or such other corporation, except in relation to
   matters as to which any such director or officer of the Corporation,  or such
   other  corporation,  or former  director or officer  shall be adjudged in any
   action,  suit or proceeding to be liable for his own negligence or misconduct
   in the performance of his duties. Such  indemnification  shall be in addition
   to any other rights to which those indemnified may be entitled under any law,
   by-law, agreement, vote of stockholders or otherwise.

                            ARTICLE X

                OFFICERS AND DIRECTORS CONTRACTS

       No contract or other  transaction  between this Corporation and any other
   firm or corporation  shall be affected by the fact that a director or officer
   of this  Corporation  has an interest in, or is a director or officer of this
   Corporation or any other corporation. Any officer or director individually or
   with others,  may be a party to, or may have an interest in, any  transaction
   of this Corporation,  or any transaction in which this corporation is a party
   or has an  interest.  Each  person  who is now or may  become an  officer  or
   director of this  Corporation  is hereby  relieved  from  liability  he might
   otherwise  obtain in this event such officer or director  contracts with this
   Corporation  for the benefit of himself or any firm or other  corporation  in
   which he may have an interest, provided such officer or director acts in good
   faith.

                           ARTICLE XI

                   REGISTERED OFFICE AND AGENT

       The  address of its  registered  office in the State of  Delaware is 1209
   Orange Street, in the city of Wilmington,  County of New Castle.  The name of
   its registered agent at such address is The Corporation Trust Company.

                           ARTICLE XII

                            AMENDMENT

       The Corporation  reserves the right to amend, alter, change or repeal any
   provision  contained in this Restated  Certificate of  Incorporation,  in the
   manner now or hereafter  prescribed b statute,  and all rights conferred upon
   stockholders herein are granted subject to this reservation.
ARTICLE XIII

                            DIRECTORS

       The Corporation  shall have not less the three (3) nor more than nine (9)
   directors as  determined,  from time to time, by the Board of Directors.  The
   original  Board of Directors  shall be  comprised  of three (3) persons.  The
   names and  addresses of the persons who are to serve as  directors  until the
   first annual meeting of shareholders  and until their  successors are elected
   and shall qualify are as follows:

           Name                     Address

           Larry E. Howell          6510 Abrams Road, Suite 570
                                    Dallas, Texas 75231

           Bradley J. Jorgensen     1918 Gunther Drive
                                    Salt Lake City, Utah 84121

           George I. Norman III     849 Coatsville Avenue
                                    Salt Lake City, Utah 84105

       IN WITHNESS  WHEREOF,  Halyx  Development  Company,  Inc.  has caused its
   corporate  seal to be  hereunto  affixed  and this  Restated  Certificate  of
   Incorporation to be signed by Larry E. Howell, its President, and Attested by
   its Secretary, the 25th day of June, 1987.

                               By:  /s/  Larry E. Howell
                                    President

                               Attest:  /s/ E. James Bradley
                                    Secretary
CERTIFICATE OF INCORPORATION

                               OF

                 HALYX DEVELOPMENT COMPANY, INC.

                            ARTICLE I

                              NAME

       The name of the  Corporation  hereby  created shall be HALYX  DEVELOPMENT
   COMPANY, INC.

                           ARTICLE II

                            DURATION

       The  Corporation  shall continue in existence  perpetually  unless sooner
   dissolved according to law.

                           ARTICLE III

                            PURPOSES

       The purposes for which this Corporation is organized are:

             (a) To seek available business opportunities which have a potential
   for profit,  acquire, merge with or into, or be acquired by one or more other
   businesses,  and to do any lawful act or activity for which  corporations may
   be formed under the laws of the State of Delaware.

             (b) To acquire by purchase or otherwise,  own, hold,  lease,  rent,
   mortgage  or  otherwise,  to trade  with and deal in real  estate  lands  and
   interest in lands and all other property of every kind and nature.

             (c) To  acquire,  sell and  otherwise,  dispose of, deal in stocks,
   bonds, mortgages, securities, notes and commercial paper for corporations and
   individuals, and to lend money and negotiate loans;

             (d) To  borrow  money and to  execute  notes  and  obligations  and
   security  contracts  therefore,  and to lend  any of  monies  or funds of the
   Corporation  and to take  evidence  of  indebtedness  therefore,  and also to
   negotiate  loans; to carry on a general  mercantile and merchandise  business
   and to purchase,  sell and deal in such goods,  supplies,  and merchandise as
   are or may be sold in a general store;

             (e) To guarantee  the payment of dividends or interest on any other
   contract or obligation of, any  corporation  whenever proper or necessary for
   the business of the Corporation in the judgment of its directors;

             (f) To do all and everything necessary,  suitable,  convenient,  or
   proper for the accomplishment of any of the purposes of the attainment of any
   one or more of the objects  herein  enumerated,  or  incidental to the powers
   therein named, or which shall at any time appear  conclusive or expedient for
   the  protection  or  benefit  of the  Corporation,  either as  holders  of or
   interested  in any  property,  or  otherwise;  with all the powers  hereafter
   conferred by the laws under which this Corporation is organized; and

             (g) To engage in any and all other lawful purposes,  activities and
   pursuits, whether similar or dissimilar to the foregoing, and the Corporation
   shall  have all  powers  allowed  or  permitted  by the laws of the  State of
   Delaware.
ARTICLE IV

                         CAPITALIZATION

       The  aggregate  number  of  shares  of all  classes  of stock  which  the
   Corporation  shall have authority to issue is 500,000,000  all of which shall
   be Common Stock having a par value of $0.0001 per share.
                            ARTICLE V

                        CLASSES OF STOCK

       A statement of the designations and the powers, preferences,  and rights,
   and the qualifications,  limitations,  or restrictions thereof, of the shares
   of stock which the Corporation shall be authorized to issue, is as follows:

             (a) General Rights.  All Stock of the  Corporation  shall be of the
   same class,  common,  and shall have the same rights and  preferences.  Fully
   paid  stock  of the  Corporation  shall  not be  liable  to any  call  and is
   non-assessable.

             (b)  Dividends.  The  holders  of shares of Common  Stock  shall be
   entitled to receive  dividends when and as declared by the Board of Directors
   out of funds legally available therefor.

             (c) Voting.  Except as otherwise  expressly provided by law, in all
   matters as to which the vote or consent of  stockholders  of the  Corporation
   shall be required or be taken, including, any vote to amend these Articles of
   Incorporation to increase or decrease the par value,  effect a stock split or
   combination of shares, or alter or change the powers,  preferences or special
   rights of the Common Stock, the holders of the Common Stock shall be entitled
   to vole on all such  matters,  and the holders of the shares of Common  Stock
   shall each have one (1) voter per share.

             (d) Issuance of Rights and Warrants. The corporation shall have the
   power to issue,  with or without any  connection to the issue and sale of its
   Common Stock, or other securities, rights, warrants, or options entitling the
   holders thereof to purchase from the Corporation  shares of its Common Stock,
   or other  securities,  upon which terms and  conditions and at such times and
   for such consideration or price as the Board of Directors,  in its discretion
   may determine.  In the absence of fraud,  the judgment of the directors as to
   the consideration for the issuance of such rights,  warrants,  or options and
   the sufficiency thereof shall be conclusive.

                           ARTICLE VI

                             BY-LAWS

       In furtherance and not in limitation of the powers  conferred by statute,
   the Board of Directors is expressly  authorized to make,  alter or repeal the
   By-Laws of the Corporation.

                           ARTICLE VII

                      MEETINGS AND RECORDS

       Meetings of the  stockholders  may be held within or without the State of
   Delaware,  as the By-Laws may provide.  The books of the  Corporation  may be
   kept (subject to any provision  contained in the statutes)  outside the State
   of Delaware at such place or places as may be designated from time to time by
   the Board of  Directors  or in the By-Laws of the  Corporation.  Elections of
   directors need not be by written ballot unless the By-Laws of the Corporation
   shall so provide.
ARTICLE VIII

                      NO PRE-EMPTIVE RIGHTS

       Shareholders  of the  Corporation  shall not have  pre-emptive  rights to
   subscribe for or acquire  additional shares of the Corporation,  whether such
   shares be hereby or hereafter authorized.

                           ARTICLE IX

                   INDEMNIFICATION OF OFFICERS
                          AND DIRECTORS

       The Corporation  shall indemnify any and all persons who may serve or who
   have served at any time as directors  or officers,  or who, at the request of
   the Board of Directors  of the  Corporation,  may serve,  or at any time have
   served  as  directors  or  officers  of  another  corporation  in  which  the
   Corporation at such time owned or may own shares of stock, or which is was or
   may be a creditor, and the respective heirs, administrators,  successors, and
   assigns, against any and all expenses,  including amounts paid upon judgment,
   counsel  fees,  and  amounts  paid in  settlement  (before  or after  suit is
   commenced),  actually or necessarily  by such persons in connection  with the
   defense or  settlement  or any claim,  action,  suit,  or proceeding in which
   they, or any of them, are make parties,  or a party, or which may be assessed
   against them or any of them,  by reason of being or having been  directors or
   officers of the Corporation, or such other corporation, except in relation to
   matters as to which any such director or officer of the Corporation,  or such
   other  corporation,  or former  Director or officer  shall be adjudged in any
   action,  suit or proceeding to be liable for his own negligence of misconduct
   in the performance of his duties. Such  indemnification  shall be in addition
   to any other rights to which those indemnified may be entitled under any law,
   by-law, agreement, vote of stockholders or otherwise.

                            ARTICLE X

                OFFICERS AND DIRECTORS CONTRACTS

       No contract or other  transaction  between this Corporation and any other
   firm or corporation  shall be affected by the fact that a director or officer
   of this  Corporation  has an interest in, or is a director or officer of this
   Corporation or any other corporation. Any officer or director individually or
   with others,  may be a party to, or may have an interest in, any  transaction
   of the  Corporation,  or any transaction in which this Corporation is a party
   or has an  interest.  Each  person  who is not or may  become an  officer  or
   director of this  Corporation  is hereby  relieved  from  liability  he might
   otherwise  obtain in the event such officer or director  contracts  with this
   Corporation  for the benefit of himself or any firm or other  corporation  in
   which he may have an interest, provided such officer or director acts in good
   faith.

                           ARTICLE XI

                   REGISTERED OFFICE AND AGENT

       The  address of its  registered  office in the State of  Delaware is 1209
   Orange Street, in the City of Wilmington,  County of New Castle.  The name of
   its registered agent at such address is The Corporation Trust Company.

                           ARTICLE XII

                            AMENDMENT

       The Corporation  reserves the right to amend, alter, change or repeal any
   provision contained in the Certificate of Incorporation, in the manner now or
   hereafter  prescribed by statute,  and all rights conferred upon stockholders
   herein are granted subject to this reservation.
ARTICLE XIII

                            DIRECTORS

       The Corporation shall have not less than three (3) nor more than nine (9)
   directors as  determined,  from time to time, by the Board of Directors.  The
   original Board of Directors shall be comprised of three (3) persons. The name
   and  addresses of the persons who are to serve as  directors  until the first
   annual  meeting of  shareholders  and until their  successors are elected and
   shall qualify are as follows:

             Name                   Address

             Larry E. Howell        444 M Bank Building
                                    111 South Garland Ave.
                                    Garland, Texas 75046

             Bradley J. Jorgensen   1918 Gunther Drive
                                    Salt Lake City, Utah 84121

             George I. Norman III   849 Coatsville Ave.
                                    Salt lake City, Utah 84105

                           ARTICLE XII

                          INCORPORATOR

       The name and  address  of the  incorporator  for this  Corporation  is as
   follows:

             Name                   Address

             Bradley J. Jorgensen   1918 Gunther Drive
                                    Salt Lake City, Utah 84121

       I, THE UNDERSIGNED,  being the incorporator  herein before named, for the
   purpose of forming a corporation  pursuant to the General  Corporation Law of
   the  State of  Delaware,  do make  this  certificate,  hereby  declaring  and
   certifying that this is my act and deed and the facts herein stated are true,
   and accordingly have hereunto set my hand this 6th day of November, 1985.

       DATED this 6th day of November, 1985.

                                    /s/  Bradley J. Jorgensen
                                    Bradley J. Jorgensen
STATE OF UTAH          )
                          :    ss.
   COUNTY OF SALT LAKE    )

       On the 6th day of November,  1985,  personally appeared before me Bradley
   J. Jorgensen,  as incorporator of Halyx Development  Company,  Inc., who duly
   acknowledged to me that he executed these Articles of  Incorporation  for the
   uses and purposes therein expressed.

                                    /s/  Karen J. Arthur
                                  NOTARY PUBLIC

   My Commission Expires:                 Residing At:

   July 7, 1988                                Salt Lake City, Utah
EXHIBIT 4.3

                ------------------------------

                 EFI ELECTRONICS CORPORATION

                     1998 INCENTIVE PLAN

                ------------------------------
TABLE OF CONTENTS

                                                          Page

1.    Background and Purpose     1

2.    Definitions      1
      2.1  "Adjusted Fair Market Value"     1
      2.2  "Affiliate"      1
      2.3  "Agreement"      1
      2.4  "Award"     1
      2.5  "Board"     1
      2.6  "Cause"     1
      2.7  "Change in Capitalization"       1
      2.8  "Change in Control"   2
      2.9  "Code"      3
      2.10 "Committee"      3
      2.11 "Company"   3
      2.12 "Director"  3
      2.13 "Director Option"     3
      2.14 "Disability"     3
      2.15 "Division"  4
      2.16 "Dividend Equivalent Right"      4
      2.17 "Eligible Director"   4
      2.18 "Eligible Individual"      4
      2.19 "Employee Option"     4
      2.20 "Exchange Act"   4
      2.21 "Fair Market Value"   4
      2.22 "Grantee"   4
      2.23 "Incentive Stock Option"   4
      2.24 "Nonemployee Director"     4
      2.25 "Nonqualified Stock Option"      5
      2.26 "Option"    5
      2.27 "Optionee"  5
      2.28 "Outside Director"    5
      2.29 "Parent"    5
      2.30 "Performance Awards"  5
      2.31 "Performance Cycle"   5
      2.32 "Performance Objectives"   5
      2.33 "Performance Shares"  5
      2.34 "Performance Units"   5
      2.35 "Plan"      5
      2.36 "Pooling Transaction"      5
      2.37 "Restricted Stock"    5
      2.38 "Shares"    5
      2.39 "Stock Appreciation Right"       5
      2.40 "Subsidiary"     5
      2.41 "Successor Corporation"    5
      2.42 "Ten-Percent Stockholder"  6
      2.43 "Termination of Employment"      6
3.    Administration   6
      3.1  The Committee    6
      3.2  The Committee Powers  6

4.    Stock Subject to the Plan  7
      -------------------------
      4.1  Maximum Shares   7
      4.2  Adjustments to Shares      7
      4.3  Effect   of   Expiration,    Cancellation   or
           Termination      8

5.    Option Grants for Eligible Individuals     8
      5.1  Authority of Committee     8
      5.2  Purchase Price   8
      5.3  Maximum Duration      8
      5.4  Vesting     8
      5.5  Modification     8

6.    Option Grants for Eligible Directors       8
      6.1  Grant of Options to Eligible Directors     8
      6.2  Purchase Price   9
      6.3  Maximum Duration      9
      6.4  Vesting     9
      6.5  Modification.    9

7.    Terms and Conditions Applicable to All Options  9
      7.1  Transferability  9
      7.2  Method of Exercise    9
      7.3  Rights of Optionees  10
      7.4  Effect of Change in Control     10

8.    Stock Appreciation Rights 10
      8.1  Time of Grant   11
      8.2  Stock Appreciation Right Related to an Option
            11
      8.3  Stock   Appreciation  Right  Unrelated  to  an
           Option     11
      8.4  Method of Exercise   11
      8.5  Form of Payment 12
      8.6  Modification    12
      8.7  Effect of Change in Control     12

9.    Dividend Equivalent Rights     12

10.   Restricted Stock     12
      10.1 Grant 12
      10.2 Rights of Grantee    13
      10.3 Non-transferability  13
      10.4 Lapse of Restrictions     13
      10.5 Modification or Substitution    13
      10.6 Treatment of Dividends    13
      10.7 Delivery of Shares   14
11.   Performance Awards   14
      11.1 Performance Objectives    14
      11.2 Performance Units    14
      11.3 Performance Shares   15
      11.4 Effect of Change in Control     16
      11.5 Modification or Substitution    16

12.   Effect of a Termination of Employment;  Forfeiture
      Provisions 16
      12.1 Termination of Employment 16
      12.2 Forfeiture Provisions     17

13.   Adjustment Upon Changes in Capitalization 18

14.   Effect of Certain Transactions 18

15.   Interpretation  18

16.   Pooling Transactions 19

17.   Effective  Date,  Termination and Amendment of the
      Plan  19

18.   Non-Exclusivity of the Plan    19

19.   Limitation of Liability   19

20.   Regulations and Other Approvals; Governing Law 20
      20.1 Governing Law   20
      20.2 Applicable Laws 20
      20.3 Rules and Regulations     20
      20.4 Securities Regulations    20
      20.5 Restrictions on Shares    20

21.   Miscellaneous   20
      21.1 Multiple Agreements  20
      21.2 Withholding of Taxes 21
EFI ELECTRONICS CORPORATION
                     1998 INCENTIVE PLAN

      1.  Background and Purpose.  The purpose of this Plan is to strengthen EFI
Electronics  Corporation  (the  "Company"),  by  providing  an  incentive to its
employees,  officers,  consultants and directors and thereby encouraging them to
devote their  abilities  and industry to the success of the  Company's  business
enterprise.  It is  intended  that this  purpose be  achieved  by  extending  to
employees,   officers,   consultants  and  directors  of  the  Company  and  its
Subsidiaries  long-term incentives for high levels of performance and consistent
efforts  through  the  grant of  Incentive  Stock  Options,  Nonqualified  Stock
Options,  Stock Appreciation  Rights,  Dividend  Equivalent Rights,  Performance
Awards and Restricted Stock (as each term is herein defined).

      2. Definitions. For purposes of the Plan:

           2.1 "Adjusted  Fair Market Value" means,  in the event of a Change in
Control,  the greater of (i) the highest  price per Share paid to holders of the
Shares in any transaction (or series of transactions)  constituting or resulting
in a Change in Control or (ii) the highest  Fair Market  Value of a Share during
the sixty (60) day period ending on the date of a Change in Control.

           2.2 "Affiliate" means any entity, directly or indirectly,  controlled
by,  controlling or under common control with the Company or any  corporation or
other entity  acquiring,  directly or indirectly,  all or substantially  all the
assets and business of the Company, whether by operation of law or otherwise.

           2.3 "Agreement"  means the written  agreement between the Company and
an  Optionee or Grantee  evidencing  the grant of an Option or Award and setting
forth the terms and conditions thereof.

           2.4  "Award" means a grant of Restricted  Stock,  a
Stock Appreciation  Right, a Performance  Award, a Dividend  Equivalent Right or
any or all of them.

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

           2.6  "Cause" shall mean:

                (a) for  purposes  of  Section  6.4,  (i) a  willful  act  which
constitutes  gross misconduct or fraud and which is materially  injurious to the
Company or (ii) conviction of, or plea of "guilty" or "no contest" to, a felony;
and

                (b) in all other cases,  either (1) the  definition set forth in
the employment agreement between the Optionee or Grantee, or in absence thereof,
(2)(i)  intentional   failure  to  perform  reasonably   assigned  duties,  (ii)
dishonesty or willful misconduct in the performance of duties, (iii) involvement
in a transaction in connection  with the performance of duties to the Company or
any of its  Subsidiaries  which  transaction  is adverse to the interests of the
Company or any of its  Subsidiaries  and which is engaged in for personal profit
or (iv) willful  violation of any law, rule or regulation in connection with the
performance of duties (other than traffic violations or similar offenses).
2.7 "Change in Capitalization" means any increase or reduction in the
number of Shares,  or any change  (including,  but not  limited  to, a change in
value) in the Shares or  exchange  of Shares for a  different  number or kind of
shares or other securities of the Company or another corporation, by reason of a
reclassification,   recapitalization,  merger,  consolidation,   reorganization,
spin-off,  split-up,  issuance  of  warrants  or  rights  or  debentures,  stock
dividend, stock split or reverse stock split, cash dividend,  property dividend,
combination  or exchange of shares,  repurchase  of shares,  change in corporate
structure or otherwise.

           2.8 "Change in Control" shall mean the occurrence  during the term of
the Plan of any of the following events:

                (1) An  acquisition  (other  than  directly  from the Company or
pursuant to options  granted under this Plan or otherwise by the Company) of any
voting  securities of the Company (the "Voting  Securities") by any "Person" (as
the term person is used for purposes of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"))  immediately  after which
such  Person  has  'Beneficial  Ownership'  (within  the  meaning  of Rule 13d-3
promulgated  under  the  Exchange  Act) of twenty  percent  (20%) or more of the
combined  voting power of the  Company's  then  outstanding  Voting  Securities;
provided,  however,  in  determining  whether a Change in Control has  occurred,
Voting Securities which are acquired in a "Non-Control  Acquisition" (as defined
below)  shall  not  constitute  an  acquisition  which  would  cause a Change in
Control.  A  "Non-Control  Acquisition"  shall  mean  an  acquisition  by (A) an
employee benefit plan (or a trust forming a part thereof)  maintained by (i) the
Company  or (ii) any  corporation  or other  Person of which a  majority  of its
voting power or its equity  securities or equity  interest is owned  directly or
indirectly  by the  Company (a  "Company  Subsidiary"),  (B) the  Company or any
Company  Subsidiary,  or (C)  any  Person  in  connection  with  a  "Non-Control
Transaction" (as defined below);

                (2) The  individuals  who, as of January 1, 1998, are members of
the  Board of  Directors  (the  "Incumbent  Board"),  cease  for any  reason  to
constitute at least  two-thirds of the Board of  Directors;  provided,  however,
that if the election, or nomination for election by the Company's  stockholders,
of any new  director  was  approved  by a vote  of at  least  two-thirds  of the
Incumbent  Board,  such  new  director  shall,  for  purposes  of the  Plan,  be
considered as a member of the Incumbent Board; provided,  further, however, that
no  individual  shall be  considered  a member  of the  Incumbent  Board if such
individual  initially  assumed  office  as a  result  of  either  an  actual  or
threatened "Election Contest" (as described in Rule 14a-11 promulgated under the
Exchange Act) or other actual or threatened  solicitation of proxies or consents
by or on  behalf  of a Person  other  than  the  Board of  Directors  (a  "Proxy
Contest")  including by reason of any agreement  intended to avoid or settle any
Election Contest or Proxy Contest; or
                (3)  Approval by  stockholders  of the Company
of:

                     (A)  A    merger,     consolidation    or
reorganization involving the Company, unless

                          (i)  the    stockholders    of   the
Company  immediately  before such merger,  consolidation or reorganization  own,
directly or  indirectly,  immediately  following such merger,  consolidation  or
reorganization, at least seventy-five percent (75%) of the combined voting power
of the outstanding voting securities of the corporation resulting from merger or
consolidation or reorganization  (the "Surviving  Corporation") in substantially
the same  proportion  as their  ownership of the Voting  Securities  immediately
before such merger, consolidation or reorganization,
(ii) the    individuals   who   were
members  of the  Incumbent  Board  immediately  prior  to the  execution  of the
agreement providing for such merger,  consolidation or reorganization constitute
at least  two-thirds  of the members of the board of directors of the  Surviving
Corporation, and

                          (iii)no  Person   (other   than  the
Company or any  Company  Subsidiary,  any  employee  benefit  plan (or any trust
forming a part thereof) maintained by the Company, the Surviving  Corporation or
any Company's  Subsidiary,  or any Person who, immediately prior to such merger,
consolidation or reorganization had Beneficial Ownership of twenty percent (20%)
or more of the then outstanding Voting  Securities) has Beneficial  Ownership of
twenty  percent  (20%) or more of the  combined  voting  power of the  Surviving
Corporation's then outstanding voting securities.

A transaction described in clauses (i) through (iii) shall herein be referred to
as a "Non-Control Transaction;"

                     (B)  A    complete     liquidation     or
dissolution of the Company; or

                     (C) An agreement for the sale or other
disposition  of all or  substantially  all of the  assets of the  Company to any
Person (other than a transfer to a Company Subsidiary).

                Notwithstanding the foregoing,  a Change of Control shall not be
deemed to occur  solely  because  any person  (the  "Subject  Person")  acquired
Beneficial Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the  acquisition  of Voting  Securities by the Company
which, by reducing the number of Voting  Securities  outstanding,  increases the
proportional  number  of  shares  beneficially  owned  by  the  Subject  Person;
provided,  however,  that if a  Change  in  Control  would  occur  (but  for the
operation of this sentence) as a result of the acquisition of Voting  Securities
by the Company,  and after such share  acquisition  by the Company,  the Subject
Person becomes the Beneficial  Owner of any additional  Voting  Securities which
increases the percentage of the then outstanding Voting Securities  beneficially
owned by the Subject Person, then a Change in Control shall occur.

           2.9 "Code" means the Internal Revenue Code of 1986, as amended.

           2.10  "Committee"  means a  committee,  as  described in Section 3.1,
appointed by the Board from time to time to  administer  the Plan and to perform
the functions set forth herein.

           2.11 "Company" means EFI Electronics Corporation

           2.12 "Director" means a director of the Company.

           2.13 "Director Option" means an Option granted pursuant to Section 6.

           2.14 "Disability" means:

                (a) in the case of an Optionee or Grantee whose  employment with
the Company or a Subsidiary is subject to the terms of an  employment  agreement
between such Optionee or Grantee and the Company or Subsidiary, which employment
agreement  includes a definition of "Disability,"  the term "Disability" as used
in  this  Plan or any  Agreement  shall  have  the  meaning  set  forth  in such
employment agreement during the period that such employment agreement remains in
effect; and
(b) in all other cases,  the term  "Disability"  as used in this
Plan or any Agreement  shall mean a physical or mental  infirmity  which impairs
the Optionee's or Grantee's  ability to perform  substantially his or her duties
for a period of one hundred eighty (180) consecutive days.

           2.15 "Division"  means any of the operating units or divisions of the
Company designated as a Division by the Committee.

           2.16 "Dividend Equivalent Right" means a right to receive all or some
portion  of the cash  dividends  that are or would be  payable  with  respect to
Shares.

           2.17 "Eligible  Director"  means a director of the Company who is not
an employee of the Company or any subsidiary thereof.

           2.18 "Eligible Individual" means any director (other than an Eligible
Director), officer or employee of the Company or a Subsidiary, or any consultant
or advisor who is receiving cash  compensation from the Company or a Subsidiary,
designated by the Committee as eligible to receive  Options or Awards subject to
the conditions set forth herein.

           2.19 "Employee Option" means an Option granted pursuant to Section 5.

           2.20  "Exchange  Act" means the  Securities  Exchange Act of 1934, as
amended.

           2.21 "Fair Market Value" means,  as of any date, the value of a Share
determined as follows:

                (i) If the Shares are listed on any  established  stock exchange
or a national market system,  including  without  limitation the National Market
System  of the  National  Association  of  Securities  Dealers,  Inc.  Automated
Quotation  ("NASDAQ")  System,  its Fair Market Value shall be the closing sales
price for such Shares (or the closing bid, if no sales were  reported) as quoted
on such system or exchange for the last market  trading day prior to the time of
determination as reported in The Wall Street Journal or such other source as the
Committee deems reliable;

                (ii) If the Shares are quoted on the NASDAQ  System  (but not on
the  National  Market  System  thereof)  or  regularly  quoted  by a  recognized
securities  dealer but selling  prices are not  reported,  its Fair Market Value
shall be the mean between the high and low asked prices for the Shares; or

                (iii)In the absence of an established  market of the Shares, the
Fair Market Value  thereof  shall be  determined  in good faith by the Committee
and, in the case of an Incentive Stock Option, in accordance with Section 422 of
the Code.

           2.22 "Grantee" means a person to whom an Award has been granted under
the Plan.

           2.23  "Incentive  Stock  Option"  means  an  Option   satisfying  the
requirements  of Section 422 of the Code and  designated  by the Committee as an
Incentive Stock Option.
2.24 "Nonemployee  Director" means a director of the Company who is a
'nonemployee  director' within the meaning of Rule 16b-3  promulgated  under the
Exchange Act.

           2.25  "Nonqualified  Stock  Option"  means an Option  which is not an
Incentive Stock Option.

           2.26 "Option" means a Nonqualified  Stock Option,  an Incentive Stock
Option, a Director Option, or any or all of them.

           2.27  "Optionee"  means a person to whom an Option  has been  granted
under the Plan.

           2.28  "Outside  Director"  means a director  of the Company who is an
'outside  director'  within the  meaning  of Section  162(m) of the Code and the
regulations promulgated thereunder.

           2.29 "Parent"  means any  corporation  which is a parent  corporation
(within the meaning of Section 424(e) of the Code) with respect to the Company.

           2.30 "Performance Awards" means Performance Units, Performance Shares
or either or both of them.

           2.31  "Performance  Cycle"  means the time  period  specified  by the
Committee  at  the  time  Performance   Awards  are  granted  during  which  the
performance of the Company, a Subsidiary or a Division will be measured.

           2.32  "Performance  Objectives"  has the meaning set forth in Section
11.

           2.33  "Performance  Shares" means Shares issued or  transferred to an
Eligible Individual under Section 11.

           2.34  "Performance  Units"  means  Performance  Units  granted  to an
Eligible Individual under Section 11.

           2.35 "Plan"  means the EFI  Electronics  Corporation  1998  Incentive
Plan, as amended and restated from time to time.

           2.36 "Pooling  Transaction"  means an acquisition of the Company in a
transaction  which is intended to be treated as a 'pooling of  interests'  under
generally accepted accounting principles.

           2.37  "Restricted  Stock" means Shares  issued or  transferred  to an
Eligible Individual pursuant to Section 10.

           2.38  "Shares"  means the Common  Stock of the  Company,  $0.0001 par
value.

           2.39 "Stock  Appreciation Right" means a right to receive all or some
portion  of the  increase  in the value of the Shares as  provided  in Section 8
hereof.

           2.40  "Subsidiary"  means  any  corporation  which  is  a  subsidiary
corporation  (within the meaning of Section  424(f) of the Code) with respect to
the Company.
2.41  "Successor  Corporation"  means a  corporation,  or a parent or
subsidiary  thereof  within the  meaning of  Section  424(a) of the Code,  which
issues or assumes a stock option in a transaction to which Section 424(a) of the
Code applies.

           2.42 "Ten-Percent Stockholder" means an Eligible Individual,  who, at
the time an Incentive  Stock Option is to be granted to him or her, owns (within
the meaning of Section  422(b)(6)  of the Code) stock  possessing  more than ten
percent (10%) of the total combined  voting power of all classes of stock of the
Company, or of a Parent or a Subsidiary.

           2.43  "Termination of Employment"  means the later of (i) a severance
of the employer-employee  relationship with the Company or (ii) the resignation,
removal or termination of an officer or director of the Company.

      3.   Administration.

           3.1 The Committee.  The Plan shall be  administered by the Committee,
which  shall  hold  meetings  at such times as may be  necessary  for the proper
administration of the Plan. The Committee shall keep minutes of its meetings.  A
quorum  shall  consist of not fewer  than two  members  of the  Committee  and a
majority of a quorum may  authorize  any action.  Any decision or  determination
reduced  to  writing  and  signed by a  majority  of all of the  members  of the
Committee shall be as fully effective as if made by a majority vote at a meeting
duly called and held. The Committee  shall consist of at least two (2) directors
of the Company and may consist of the entire Board; provided,  however, that (A)
if the Committee  consists of less than the entire Board, each member shall be a
Nonemployee  Director  and (B) to the extent  necessary  for any Option or Award
intended to qualify as  performance-based  compensation  under Section 162(m) of
the Code to so qualify, each member of the Committee, whether or not it consists
of the entire Board,  shall be an Outside  Director.  No member of the Committee
shall be liable for any action,  failure to act, determination or interpretation
made in good  faith  with  respect  to this Plan or any  transaction  hereunder,
except for  liability  arising  from his or her own willful  misfeasance,  gross
negligence or reckless disregard of his or her duties. The Company hereby agrees
to indemnify each member of the Committee for all costs and expenses and, to the
extent  permitted by applicable  law, any liability  incurred in connection with
defending against, responding to, negotiating for the settlement of or otherwise
dealing  with any  claim,  cause of action or  dispute  of any kind  arising  in
connection  with any actions in  administering  this Plan or in  authorizing  or
denying  authorization  to  any  transaction   hereunder.   Notwithstanding  the
foregoing,  the  Committee  shall have no  discretion,  power or authority  with
respect to Director Options granted pursuant to Section 6 to Eligible Directors.
The grant of Director Options to Eligible Directors shall be administered by the
entire Board, which shall have the power and authority to grant Director Options
to Eligible  Directors,  on such terms and conditions as they may determine,  in
their sole discretion, consistent with the provisions of Section 6.

           3.2 The Committee Powers. Subject to the express terms and conditions
set forth herein, the Committee shall have the power from time to time to:

                (a)  determine  those  Eligible  Individuals  to  whom  Employee
Options shall be granted under the Plan and the number of such Employee  Options
to be granted  and to  prescribe  the terms and  conditions  (which  need not be
identical) of each such Employee Option,  including the purchase price per Share
subject to each Employee  Option,  and make any amendment or modification to any
Option Agreement consistent with the terms of the Plan;
(b) select those  Eligible  Individuals  to whom Awards shall be
granted under the Plan and to determine the number of Stock Appreciation Rights,
Performance Awards, Shares of Restricted Stock and/or Dividend Equivalent Rights
to be granted  pursuant to each Award,  the terms and  conditions of each Award,
including the  restrictions or Performance  Objectives  relating to Shares,  the
maximum value of each  Performance  Share and make any amendment or modification
to any Award Agreement consistent with the terms of the Plan;

                (c) to  construe  and  interpret  the Plan and the  Options  and
Awards  granted  hereunder  and  to  establish,   amend  and  revoke  rules  and
regulations for the administration of the Plan,  including,  but not limited to,
correcting   any  defect  or  supplying  any  omission,   or   reconciling   any
inconsistency  in the Plan or in any Agreement,  in the manner and to the extent
it shall deem  necessary or advisable so that the Plan complies with  applicable
law  including  Rule  16b-3  under the  Exchange  Act and the Code to the extent
applicable,  and otherwise to make the Plan fully  effective.  All decisions and
determinations  by the  Committee  in the exercise of this power shall be final,
binding and conclusive  upon the Company,  its  Subsidiaries,  the Optionees and
Grantees, and all other persons having any interest therein;

                (d) to determine the duration and purposes for leaves of absence
which may be granted to an Optionee or Grantee on an  individual  basis  without
constituting a Termination of Employment or service for purposes of the Plan;

                (e) to exercise  its  discretion  with respect to the powers and
rights granted to it as set forth in the Plan; and

                (f) generally,  to exercise such powers and to perform such acts
as are deemed  necessary  or  advisable  to promote  the best  interests  of the
Company with respect to the Plan.

      4. Stock Subject to the Plan.

           4.1 Maximum Shares. The maximum number of Shares that may be made the
subject  of Options  and Awards  granted  under the Plan is  750,000;  provided,
however,  that in the  aggregate,  not more  than  one-third  of the  number  of
allotted Shares may be made the subject of Restricted Stock Awards under Section
10 of the Plan; and provided,  further,  that during the term of the Plan (i) no
Eligible  Individual  may be granted  Options  and  Awards  (other  than  Awards
described in clause (ii) below) in the aggregate in respect of more than 100,000
Shares per  calendar  year,  (ii) the maximum  dollar  amount that any  Eligible
Individual  may  receive  during the term of the Plan in respect of  Performance
Units denominated in dollars may not exceed 100% of the aggregate base salary of
such Eligible Individual and (iii) the aggregate Fair Market Value of the Shares
with respect to which  Incentive  Stock  Options  granted  under the Plan become
exercisable for the first time by an Optionee during any calendar year shall not
exceed $100,000.  Upon a Change in Capitalization,  the maximum number of Shares
referred  to in the  preceding  sentence  shall be  adjusted  in number and kind
pursuant to Section 13. The Company  shall reserve for the purposes of the Plan,
out of its authorized but unissued Shares or out of Shares held in the Company's
treasury, or partly out of each, such number of Shares as shall be determined by
the Board.

           4.2  Adjustments  to  Shares.  Upon the  granting  of an Option or an
Award,  the number of Shares  available  under  Section 4.1 for the  granting of
further Options and Awards shall be reduced as follows:
(a) In  connection  with the  granting  of an Option or an Award
(other than the granting of a  Performance  Unit  denominated  in dollars),  the
number of Shares  shall be  reduced  by the number of Shares in respect of which
the Option or Award is granted or denominated.

                (b) In  connection  with  the  granting  of a  Performance  Unit
denominated in dollars, the number of Shares shall be reduced by an amount equal
to the  quotient  of (i) the  dollar  amount  in which the  Performance  Unit is
denominated,  divided by (ii) the Fair  Market  Value of a Share on the date the
Performance Unit is granted.

           4.3 Effect of Expiration,  Cancellation or Termination.  Whenever any
outstanding  Option or Award or  portion  thereof  expires,  is  canceled  or is
otherwise  terminated  for any reason  without  having been exercised or payment
having been made in respect of the entire Option or Award,  the Shares allocable
to the expired,  canceled or otherwise terminated portion of the Option or Award
may again be the subject of Options or Awards granted hereunder.

      5.   Option Grants for Eligible Individuals.

           5.1  Authority of Committee.  Subject to the  provisions of the Plan,
the  Committee  shall have full and final  authority  to select  those  Eligible
Individuals who will receive Employee  Options,  and the terms and conditions of
the grant to such Eligible Individuals shall be set forth in an Agreement.

           5.2 Purchase  Price.  The purchase  price (which may be not less than
80% of the Fair  Market  Value on the date of grant) or the  manner in which the
purchase price is to be determined  for Shares under each Employee  Option shall
be  determined  by the  Committee  and set  forth  in the  Agreement;  provided,
however,  that the purchase  price per Share under each  Incentive  Stock Option
shall not be less than 100% of the Fair Market  Value of a Share on the date the
Employee  Option  is  granted  (110% in the case of an  Incentive  Stock  Option
granted to a Ten-Percent Stockholder).

           5.3 Maximum Duration. Employee Options granted hereunder shall be for
such term as the Committee  shall  determine,  provided that an Incentive  Stock
Option shall not be exercisable  after the expiration of ten (10) years from the
date it is  granted  (five (5) years in the case of an  Incentive  Stock  Option
granted to a Ten-Percent  Stockholder) and a Nonqualified Stock Option shall not
be  exercisable  after  the  expiration  of ten (10)  years  from the date it is
granted.  The Committee may,  subsequent to the granting of any Employee Option,
extend the term  thereof,  but in no event shall the term as so extended  exceed
the maximum term provided for in the preceding sentence.

           5.4  Vesting.  Subject to Section  7.4,  each  Employee  Option shall
become  exercisable in such  installments  (which need not be equal) and at such
times as may be designated by the Committee and set forth in the  Agreement.  To
the extent not exercised,  installments shall accumulate and be exercisable,  in
whole or in part, at any time after becoming exercisable, but not later than the
date  the  Employee   Option   expires.   The  Committee  may   accelerate   the
exercisability of any Employee Option or portion thereof at any time.

           5.5  Modification.  No  modification  of  an  Employee  Option  shall
adversely  alter or impair any rights or obligations  under the Employee  Option
without the Optionee's consent.
6.   Option Grants for Eligible Directors.

           6.1  Grant of Options to Eligible Directors.
                (a)  Upon  the   conclusion  of  each  regular
annual meeting of the Company's  stockholders,  each incumbent Eligible Director
who will  continue  serving as a member of the Board  thereafter  may  receive a
grant of a  Nonqualified  Stock  Option  for such  number of Shares as the Board
shall determine in its sole discretion; provided, however, that such grant shall
not be made in any calendar year in which the same individual receives an Option
under (b) below.

                (b) New  Eligible  Directors  may receive a one-time  grant of a
Nonqualified  Stock  Option  for a number of Shares  as  determined  in the sole
discretion of the Board from time to time. Such Option, if any, shall be granted
on the date when such  Eligible  Director  first joins the Board of Directors of
the Company.

           6.2 Purchase  Price.  The  purchase  price or the manner in which the
purchase price is to be determined  for Shares under each Director  Option shall
be determined by the Board and set forth in the  Agreement;  provided,  however,
that the purchase  price per Share under each Director  Option shall not be less
than 100% of the Fair Market Value of a Share on the date of grant.

           6.3 Maximum Duration. Director Options granted hereunder shall be for
such term as the Board  shall  determine,  but in no event shall the term exceed
ten years.  The Board may,  subsequent  to the granting of any Director  Option,
extend the term  thereof,  but in no event shall the term as so extended  exceed
the maximum term provided for in the preceding sentence.

           6.4  Vesting.  Subject to Section  7.4,  each  Director  Option shall
become  exercisable in such  installments  (which need not be equal) and at such
times as may be designated by the Board and set forth in the  Agreement.  To the
extent not exercised, installments shall accumulate and be exercisable, in whole
or in part, at any time after becoming exercisable,  but not later than the date
the   Nonemployee   Stock  Option   expires.   The  Board  may   accelerate  the
exercisability of any Director Option or portion thereof at any time.

           6.5  Modification.   No  modification  of  a  Director  Option  shall
adversely  alter or impair any rights or obligations  under the Director  Option
without the Optionee's consent.

      7. Terms and Conditions Applicable to All Options.

           7.1  Transferability.  Incentive  Stock  Options  may  not  be  sold,
pledged, assigned, hypothecated,  transferred or disposed of in any manner other
than by will or by the laws of  descent  or  distribution  and may be  exercised
during the lifetime of the  Optionee,  only by the  Optionee.  Other  Options or
Awards shall not be transferrable except to the extent provided in the Option or
Award Agreement.

           7.2  Method of Exercise.

                (a) The  exercise  of an Option  shall be made only by a written
notice  delivered  in person or by mail to the  Secretary  of the Company at the
Company's  principal  executive  office,  specifying  the number of Shares to be
purchased and  accompanied by payment  therefor and otherwise in accordance with
the Agreement  pursuant to which the Option was granted.  The purchase price for
any Shares  purchased  pursuant to the exercise of an Option  shall be paid,  as
determined by the Committee in its discretion,  in either of the following forms
(or any  combination  thereof):  (i) cash or (ii) the  transfer of Shares to the
Company  upon such terms and  conditions  as  determined  by the  Committee.  In
addition,  both Employee Options and Director Options may be exercised through a
registered  broker-dealer  pursuant to such cashless exercise  procedures (other
than Share  withholding)  which are, from time to time, deemed acceptable by the
Committee.  Any Shares transferred to the Company (or withheld upon exercise) as
payment  of the  purchase  price  under an Option  shall be valued at their Fair
Market Value on the trading day  preceding  the date of exercise of such Option.
The Optionee shall deliver the Agreement  evidencing the Option to the Secretary
of the Company who shall endorse  thereon a notation of such exercise and return
such Agreement to the Optionee.  No fractional  Shares (or cash in lieu thereof)
shall be issued upon  exercise of an Option and the number of Shares that may be
purchased upon exercise shall be rounded to the nearest number of whole Shares.

                (b) If the Fair Market Value of the Shares with respect to which
the Option is being  exercised  exceeds the exercise  price of such  Option,  an
Optionee may,  instead of  exercising  an Option as provided in Section  7.2(a),
request that the Committee  authorize  payment to the Optionee of the difference
between the Fair Market Value of part or all of the Shares which are the subject
of the  Option and the  exercise  price of the  Option,  such  difference  to be
determined as of the date the Committee  receives the request from the Optionee.
The  Committee in its sole  discretion  may grant or deny such a request from an
Optionee  with  respect  to part or all of the  Shares as to which the Option is
then  exercisable  and, to the extent granted,  shall direct the Company to make
the payment to the  Optionee  either in cash or in Shares or in any  combination
thereof,  provided,  however, that any Share shall be distributed based upon its
Fair Market  Value as of the date the  Committee  received  the request from the
Optionee. An Option shall be deemed to have been exercised and shall be canceled
to the extent  that the  Committee  grants a request  pursuant  to this  Section
7.2(b).

           7.3 Rights of Optionees.  No Optionee shall be deemed for any purpose
to be the owner of any Shares  subject  to any  Option  unless and until (i) the
Option shall have been exercised pursuant to the terms thereof, (ii) the Company
shall have issued and delivered Shares to the Optionee, and (iii) the Optionee's
name shall  have been  entered  as a  stockholder  of record on the books of the
Company.  Thereupon,  the Optionee  shall have full  voting,  dividend and other
ownership  rights  with  respect  to such  Shares,  subject  to such  terms  and
conditions as may be set forth in the applicable Agreement.

           7.4 Effect of Change in Control. In the event of a Change in Control,
all  Options  outstanding  on the date of such  Change in Control  shall  become
immediately and fully  exercisable.  In addition,  to the extent set forth in an
Agreement  evidencing  the grant of an  Employee  Option,  an  Optionee  will be
permitted to surrender  to the Company for  cancellation  within sixty (60) days
after  such  Change in Control  any  Employee  Option or portion of an  Employee
Option to the extent not yet  exercised  and the  Optionee  will be  entitled to
receive a cash payment in an amount  equal to the excess,  if any, of (x) (A) in
the case of a  Nonqualified  Stock  Option,  the  greater of (1) the Fair Market
Value, on the date preceding the date of surrender, of the Shares subject to the
Employee Option or portion  thereof  surrendered or (2) the Adjusted Fair Market
Value  of  the  Shares  subject  to  the  Employee  Option  or  portion  thereof
surrendered  or (B) in the case of an Incentive  Stock  Option,  the Fair Market
Value, on the date preceding the date of surrender, of the Shares subject to the
Employee Option or portion thereof surrendered,  over (y) the aggregate purchase
price for such Shares under the Employee Option or portion thereof  surrendered.
In the event an  Optionee's  employment  with,  or service as a Director of, the
Company is terminated by the Company following a Change in Control,  each Option
held by the Optionee that was  exercisable  as of the date of termination of the
Optionee's  employment or service shall remain  exercisable  for a period ending
not before the earlier of (A) the first  anniversary  of the  termination of the
Optionee's employment or service or (B) the expiration of the stated term of the
Option.
8. Stock Appreciation Rights. The Committee may in its discretion,  either
alone  or in  connection  with the  grant of an  Employee  Option,  grant  Stock
Appreciation  Rights in accordance  with the Plan,  the terms and  conditions of
which  shall be set forth in an  Agreement.  If  granted in  connection  with an
Option,  a Stock  Appreciation  Right shall cover the same Shares covered by the
Option (or such lesser  number of Shares as the  Committee  may  determine)  and
shall,  except as provided  in this  Section 8, be subject to the same terms and
conditions as the related Option.

           8.1 Time of Grant. A Stock  Appreciation  Right may be granted (i) at
any time if unrelated to an Option,  or (ii) if related to an Option,  either at
the time of grant, or at any time thereafter during the term of the Option.

           8.2  Stock   Appreciation   Right   Related  to  an
Option.

                (a) Subject to Section 8.7, a Stock  Appreciation  Right granted
in connection with an Option shall be exercisable at such time or times and only
to the  extent  that  the  related  Options  are  exercisable,  and  will not be
transferable  except to the extent the  related  Option may be  transferable.  A
Stock  Appreciation  Right granted in connection  with an Incentive Stock Option
shall be  exercisable  only if the Fair  Market  Value of a Share on the date of
exercise  exceeds the purchase price  specified in the related  Incentive  Stock
Option Agreement.

                (b) Upon the exercise of a Stock  Appreciation  Right related to
an Option,  the Grantee  shall be entitled  to receive an amount  determined  by
multiplying  (A) the  excess  of the  Fair  Market  Value of a Share on the date
preceding  the date of  exercise of such Stock  Appreciation  Right over the per
Share purchase price under the related Option, by (B) the number of Shares as to
which such Stock  Appreciation  Right is being  exercised.  Notwithstanding  the
foregoing, the Committee may limit in any manner the amount payable with respect
to any  Stock  Appreciation  Right by  including  such a limit in the  Agreement
evidencing the Stock Appreciation Right at the time it is granted.

                (c) Upon the exercise of a Stock  Appreciation  Right granted in
connection  with an Option,  the Option  shall be  canceled to the extent of the
number of Shares as to which the Stock Appreciation Right is exercised, and upon
the exercise of an Option granted in connection with a Stock Appreciation Right,
the Stock  Appreciation  Right  shall be canceled to the extent of the number of
Shares as to which the Option is exercised or surrendered.

           8.3 Stock  Appreciation  Right Unrelated to an Option.  The Committee
may  grant to  Eligible  Individuals  Stock  Appreciation  Rights  unrelated  to
Options. Stock Appreciation Rights unrelated to Options shall contain such terms
and  conditions  as to  exercisability  (subject  to Section  8.7),  vesting and
duration as the  Committee  shall  determine,  but in no event shall they have a
term of greater than ten (10) years. Upon exercise of a Stock Appreciation Right
unrelated  to an Option,  the  Grantee  shall be  entitled  to receive an amount
determined by multiplying  (A) the excess of the Fair Market Value of a Share on
the date  preceding the date of exercise of such Stock  Appreciation  Right over
the Fair Market  Value of a Share on the date the Stock  Appreciation  Right was
granted, by (B) the number of Shares as to which the Stock Appreciation Right is
being exercised.  Notwithstanding the foregoing,  the Committee may limit in any
manner the  amount  payable  with  respect  to any Stock  Appreciation  Right by
including such a limit in the Agreement  evidencing the Stock Appreciation Right
at the time it is granted.

           8.4 Method of Exercise.  Stock Appreciation Rights shall be exercised
by a Grantee  only by a  written  notice  delivered  in person or by mail to the
Secretary of the Company at the Company's principal executive office, specifying
the number of Shares with respect to which the Stock Appreciation Right is being
exercised.  If  requested  by the  Committee,  the  Grantee  shall  deliver  the
Agreement  evidencing  the Stock  Appreciation  Right  being  exercised  and the
Agreement  evidencing  any related  Option to the  Secretary  of the Company who
shall endorse  thereon a notation of such exercise and return such  Agreement to
the Grantee.
8.5 Form of Payment.  Payment of the amount determined under Sections
8.2(b) or 8.3 may be made in the  discretion  of the  Committee  solely in whole
Shares in a number  determined at their Fair Market Value on the date  preceding
the date of exercise of the Stock Appreciation Right, or solely in cash, or in a
combination of cash and Shares. If the Committee decides to make full payment in
Shares and the amount  payable  results in a fractional  Share,  payment for the
fractional Share will be made in cash.

           8.6  Modification.  No modification of an Award shall adversely alter
or impair any rights or  obligations  under the Agreement  without the Grantee's
consent.

           8.7 Effect of Change in Control. In the event of a Change in Control,
all Stock Appreciation Rights shall become immediately and fully exercisable. In
addition,  to the extent  set forth in an  Agreement  evidencing  the grant of a
Stock  Appreciation  Right, a Grantee will be entitled to receive a payment from
the Company in cash or stock,  in either case, with a value equal to the excess,
if any, of (A) the greater of (x) the Fair Market Value,  on the date  preceding
the date of exercise, of the underlying Shares subject to the Stock Appreciation
Right or portion  thereof  exercised and (y) the Adjusted Fair Market Value,  on
the date  preceding  the date of exercise,  of the Shares over (B) the aggregate
Fair Market Value, on the date the Stock Appreciation Right was granted,  of the
Shares subject to the Stock Appreciation Right or portion thereof exercised.  In
the event a Grantee's  employment  with the Company is terminated by the Company
following a Change in Control each Stock  Appreciation Right held by the Grantee
that was  exercisable as of the date of termination of the Grantee's  employment
shall remain exercisable for a period ending not before the earlier of the first
anniversary  of (A)  the  termination  of the  Grantee's  employment  or (B) the
expiration of the stated term of the Stock Appreciation Right.

      9. Dividend  Equivalent Rights.  Dividend Equivalent Rights may be granted
to  Eligible  Individuals  in tandem  with an  Option  or  Award.  The terms and
conditions  applicable to each Dividend  Equivalent  Right shall be specified in
the  Agreement  under which the Dividend  Equivalent  Right is granted.  Amounts
payable in respect of Dividend  Equivalent  Rights may be payable  currently  or
deferred until the lapsing of restrictions on such Dividend Equivalent Rights or
until the vesting, exercise,  payment, settlement or other lapse of restrictions
on the Option or Award to which the Dividend  Equivalent  Rights relate.  In the
event that the amount payable in respect of Dividend Equivalent Rights are to be
deferred,  the Committee shall determine  whether such amounts are to be held in
cash or reinvested in Shares or deemed  (notionally) to be reinvested in Shares.
If amounts  payable in respect of Dividend  Equivalent  Rights are to be held in
cash,  there  may be  credited  at the end of each  year  (or  portion  thereof)
interest on the amount of the account at the beginning of the year at a rate per
annum as the Committee,  in its discretion,  may determine.  Dividend Equivalent
Rights may be settled in cash or Shares or a  combination  thereof,  in a single
installment or multiple installments.

      10.  Restricted Stock.

           10.1 Grant. The Committee may grant Awards to Eligible Individuals of
Restricted  Stock,  which shall be evidenced by an Agreement between the Company
and the Grantee.  Each  Agreement  shall  contain such  restrictions,  terms and
conditions  as the  Committee  may, in its  discretion,  determine  and (without
limiting the  generality of the foregoing)  such  Agreements may require that an
appropriate legend be placed on Share  certificates.  Awards of Restricted Stock
shall be subject to the terms and provisions set forth below in this Section 10.
10.2 Rights of Grantee.  Shares of Restricted  Stock granted pursuant
to an Award  hereunder  shall be  issued in the name of the  Grantee  as soon as
reasonably  practicable after the Award is granted provided that the Grantee has
executed an Agreement  evidencing the Award, the appropriate  blank stock powers
and, in the  discretion  of the  Committee,  an escrow  agreement  and any other
documents which the Committee may require as a condition to the issuance of such
Shares. If a Grantee shall fail to execute the Agreement evidencing a Restricted
Stock Award,  the  appropriate  blank stock powers and, in the discretion of the
Committee,  an escrow  agreement and any other documents which the Committee may
require within the time period prescribed by the Committee at the time the Award
is  granted,  the  Award  shall  be null  and  void.  At the  discretion  of the
Committee,  Shares issued in connection  with a Restricted  Stock Award shall be
deposited  together with the stock powers with an escrow agent (which may be the
Company) designated by the Committee.  Unless the Committee determines otherwise
and as set forth in the  Agreement,  upon  delivery  of the Shares to the escrow
agent, the Grantee shall have all of the rights of a stockholder with respect to
such Shares, including the right to vote the Shares and to receive all dividends
or other distributions paid or made with respect to the Shares.

           10.3  Non-transferability.  Until all restrictions upon the Shares of
Restricted  Stock awarded to a Grantee shall have lapsed in the manner set forth
in  Section  10.4,  such  Shares  shall not be sold,  transferred  or  otherwise
disposed of and shall not be pledged or otherwise  hypothecated,  nor shall they
be delivered to the Grantee.

           10.4 Lapse of Restrictions.

                (a)  Restrictions   upon  Shares  of  Restricted  Stock  awarded
hereunder  shall lapse at such time or times and on such terms and conditions as
the Committee may determine.  The Agreement evidencing the Award shall set forth
any such restrictions.

                (b) Unless the Committee shall  determine  otherwise at the time
of the grant of an Award of Restricted  Stock, the  restrictions  upon Shares of
Restricted Stock shall lapse upon a Change in Control.  The Agreement evidencing
the Award shall set forth any such provisions.

           10.5 Modification or Substitution.  Subject to the terms of the Plan,
the Committee may modify  outstanding  Awards of Restricted  Stock or accept the
surrender  of  outstanding  Shares  of  Restricted  Stock  (to  the  extent  the
restrictions  on such  Shares  have not yet  lapsed)  and  grant  new  Awards in
substitution  for them.  Notwithstanding  the foregoing,  no  modification of an
Award  shall  adversely  alter or impair  any  rights or  obligations  under the
Agreement without the Grantee's consent.

           10.6  Treatment  of  Dividends.  At the time an Award  of  Shares  of
Restricted  Stock is granted,  the Committee may, in its  discretion,  determine
that the payment to the Grantee of dividends,  or a specified  portion  thereof,
declared or paid on such Shares by the Company  shall be (i) deferred  until the
lapsing  of the  restrictions  imposed  upon  such  Shares  and (ii) held by the
Company  for the  account of the  Grantee  until  such  time.  In the event that
dividends  are to be  deferred,  the  Committee  shall  determine  whether  such
dividends  are to be  reinvested  in  shares  of Stock  (which  shall be held as
additional  Shares of Restricted  Stock) or held in cash. If deferred  dividends
are to be held in  cash,  there  may be  credited  at the end of each  year  (or
portion  thereof)  interest on the amount of the account at the beginning of the
year at a rate per annum as the  Committee,  in its  discretion,  may determine.
Payment of deferred  dividends in respect of Shares of Restricted Stock (whether
held in  cash or as  additional  Shares  of  Restricted  Stock),  together  with
interest accrued thereon, if any, shall be made upon the lapsing of restrictions
imposed on the Shares in respect of which the deferred  dividends were paid, and
any dividends  deferred  (together with any interest accrued thereon) in respect
of any Shares of Restricted Stock shall be forfeited upon the forfeiture of such
Shares.
10.7 Delivery of Shares. Upon the lapse of the restrictions on Shares
of  Restricted  Stock,  the  Committee  shall  cause a stock  certificate  to be
delivered to the Grantee with respect to such Shares,  free of all  restrictions
hereunder.

      11.  Performance Awards.

           11.1 Performance Objectives.

                (a)  Performance   Objectives  for  Performance  Awards  may  be
expressed in terms of (i) earnings per Share,  (ii) Share price,  (iii)  pre-tax
profits, (iv) net earnings, (v) return on equity or assets, (vi) revenues, (vii)
EBITDA, (viii) market share or market penetration or (ix) any combination of the
foregoing,  and may be determined  before or after accounting  changes,  special
charges,   foreign  currency  effects,   acquisitions,   divestitures  or  other
extraordinary  events.   Performance   Objectives  may  be  in  respect  of  the
performance of the Company and its Subsidiaries  (which may be on a consolidated
basis),  a Subsidiary or a Division.  Performance  Objectives may be absolute or
relative  and may be  expressed  in terms of a  progression  within a  specified
range. The Performance  Objectives with respect to a Performance  Cycle shall be
established  in writing by the Committee by the earlier of (i) the date on which
a quarter of the Performance  Cycle has elapsed or (ii) the date which is ninety
(90) days after the  commencement  of the  Performance  Cycle,  and in any event
while  the  performance   relating  to  the  Performance   Objectives   remains,
substantially uncertain.

                (b) Prior to the vesting, payment,  settlement or lapsing of any
restrictions  with  respect to any  Performance  Award made to a Grantee  who is
subject to Section  162(m) of the Code,  the Committee  shall certify in writing
that the applicable Performance Objectives have been satisfied.

           11.2  Performance  Units. (a) The Committee,  in its discretion,  may
grant  Awards  of  Performance  Units to  Eligible  Individuals,  the  terms and
conditions  of which shall be set forth in an Agreement  between the Company and
the Grantee.  Performance  Units shall be  denominated  in Shares or a specified
dollar  amount and,  contingent  upon the  attainment  of specified  Performance
Objectives within the Performance Cycle,  represent the right to receive payment
as provided in Section  11.2(c) of the  specified  dollar amount or a percentage
(which  may be more than 100%)  thereof  depending  on the level of  Performance
Objective attainment;  provided,  however, that, the Committee may at the time a
Performance  Unit is granted  specify a maximum  amount  payable in respect of a
vested  Performance Unit. Each Agreement shall specify the number of Performance
Units to which it relates, the Performance Objectives which must be satisfied in
order for the Performance  Units to vest and the Performance  Cycle within which
such Performance Objectives must be satisfied.

                (b) Subject to Sections 11.1(c) and 11.4, a Grantee shall become
vested with respect to the Performance  Units to the extent that the Performance
Objectives set forth in the Agreement are satisfied for the Performance Cycle.

                (c) Payment to Grantees in respect of vested  Performance  Units
shall be made as soon as practicable after the last day of the Performance Cycle
to which such Award relates  unless the Agreement  evidencing the Award provides
for the  deferral of payment,  in which  event the terms and  conditions  of the
deferral  shall be set forth in the  Agreement.  Subject to Section  11.4,  such
payments may be made  entirely in Shares valued at their Fair Market Value as of
the last day of the applicable Performance Cycle or such other date specified by
the  Committee,  entirely in cash, or in such  combination of Shares and cash as
the  Committee  in its  discretion  shall  determine  at any time  prior to such
payment;  provided,  however, that if the Committee in its discretion determines
to make such payment  entirely or partially in Shares of Restricted  Stock,  the
Committee  must  determine the extent to which such payment will be in Shares of
Restricted Stock and the terms of such Restricted Stock at the time the Award is
granted.
11.3 Performance Shares. The Committee, in its discretion,  may grant
Awards of Performance Shares to Eligible  Individuals,  the terms and conditions
of which shall be set forth in an Agreement between the Company and the Grantee.
Each  Agreement  may  require  that an  appropriate  legend  be  placed on Share
certificates.  Awards of  Performance  Shares shall be subject to the  following
terms and provisions:

                (a)  The  Committee  shall  provide  at the  time  an  Award  of
Performance  Shares  is made  the  time or times  at  which  the  actual  Shares
represented by such Award shall be issued in the name of the Grantee;  provided,
however,  that no  Performance  Shares  shall be issued  until the  Grantee  has
executed an Agreement  evidencing the Award, the appropriate  blank stock powers
and, in the  discretion  of the  Committee,  an escrow  agreement  and any other
documents which the Committee may require as a condition to the issuance of such
Performance Shares. If a Grantee shall fail to execute the Agreement  evidencing
an Award of Performance  Shares,  the appropriate blank stock powers and, in the
discretion of the Committee,  an escrow  agreement and any other documents which
the Committee may require within the time period  prescribed by the Committee at
the time  the  Award is  granted,  the  Award  shall  be null and  void.  At the
discretion  of the  Committee,  Shares  issued  in  connection  with an Award of
Performance  Shares  shall be deposited  together  with the stock powers with an
escrow agent (which may be the Company)  designated by the Committee.  Except as
restricted  by the terms of the  Agreement,  upon  delivery of the Shares to the
escrow agent, the Grantee shall have, in the discretion of the Committee, all of
the rights of a stockholder with respect to such Shares,  including the right to
vote the Shares and to receive all dividends or other distributions paid or made
with respect to the Shares.

                (b) Until any restrictions  upon the Performance  Shares awarded
to a Grantee  shall have lapsed in the manner set forth in  Sections  11.3(c) or
11.4,  such  Performance  Shares  shall not be sold,  transferred  or  otherwise
disposed of and shall not be pledged or otherwise  hypothecated,  nor shall they
be  delivered  to  the  Grantee.  The  Committee  may  also  impose  such  other
restrictions  and  conditions  on the  Performance  Shares,  if any, as it deems
appropriate.

                (c) Subject to  Sections  11.1(b)  and 11.4,  restrictions  upon
Performance  Shares awarded  hereunder shall lapse and such  Performance  Shares
shall  become  vested at such time or times and on such  terms,  conditions  and
satisfaction of Performance  Objectives as the Committee may, in its discretion,
determine at the time an Award is granted.

                (d) At the time the Award of Performance Shares is granted,  the
Committee may, in its  discretion,  determine that the payment to the Grantee of
dividends,  or a specified  portion  thereof,  declared or paid on actual Shares
represented  by such Award  which have been issued by the Company to the Grantee
shall be (i) deferred  until the lapsing of the  restrictions  imposed upon such
Performance  Shares and (ii) held by the  Company for the account of the Grantee
until such time. In the event that  dividends are to be deferred,  the Committee
shall  determine  whether such dividends are to be reinvested in shares of Stock
(which  shall be held as  additional  Performance  Shares)  or held in cash.  If
deferred  dividends are to be held in cash,  there may be credited at the end of
each year (or  portion  thereof)  interest  on the amount of the  account at the
beginning of the year at a rate per annum as the Committee,  in its  discretion,
may determine.  Payment of deferred  dividends in respect of Performance  Shares
(whether  held in cash  or in  additional  Performance  Shares),  together  with
interest accrued thereon, if any, shall be made upon the lapsing of restrictions
imposed on the  Performance  Shares in respect of which the  deferred  dividends
were paid,  and any  dividends  deferred  (together  with any  interest  accrued
thereon)  in respect  of any  Performance  Shares  shall be  forfeited  upon the
forfeiture of such Performance Shares.
(e) Upon the lapse of the  restrictions  on  Performance  Shares
awarded the  Committee  shall cause a stock  certificate  to be delivered to the
Grantee, free of all restrictions hereunder.

           11.4  Effect  of  Change  in  Control.  In the  event of a Change  in
Control:

                (a)  With  respect  to  Performance   Units,   unless  otherwise
determined  by the  Committee,  the  Grantee  shall  (i)  become  vested  in all
Performance  Units and (ii) be entitled to receive in respect of all Performance
Units  which  become  vested as a result of a Change in  Control a cash  payment
within ten (10) days after such Change in Control in an amount as  determined by
the Committee at the time of the Award of such Performance Unit and as set forth
in the Agreement.

                (b)  With  respect  to  Performance  Shares,   unless  otherwise
determined  by  the  Committee,  restrictions  shall  lapse  immediately  on all
Performance Shares.

                (c) The Agreements evidencing Performance Shares and Performance
Units shall provide for the treatment of such Awards (or portions thereof) which
do not become  vested as the result of a Change in Control,  including,  but not
limited to, provisions for the adjustment of applicable Performance Objectives.

           11.5 Modification or Substitution.  Subject to the terms of the Plan,
the Committee may modify outstanding  Performance Awards or accept the surrender
of  outstanding   Performance   Awards  and  grant  new  Performance  Awards  in
substitution  for them.  Notwithstanding  the foregoing,  no  modification  of a
Performance  Award  shall  adversely  alter or impair any rights or  obligations
under the Agreement without the Grantee's consent.

      12. Effect of a Termination of Employment; Forfeiture Provisions.

           12.1  Termination  of  Employment.   An  employment   agreement,   if
applicable,  between an Optionee or Grantee  and the Company  shall  govern with
respect to the terms and  conditions  applicable  to such Option or Award upon a
termination  or  change in the  status  of the  employment  of the  Optionee  or
Grantee.  However,  in absence of an employment  agreement,  the following shall
apply:

                (a) The Agreement  evidencing  the grant of each Option and each
Award  shall set forth the terms and  conditions  applicable  to such  Option or
Award  upon a  termination  or change in the  status  of the  employment  of the
Optionee or Grantee by the  Company,  a  Subsidiary  or a Division  (including a
termination  or change by reason  of the sale of a  Subsidiary  or a  Division),
which shall be as the Committee,  or the Board in the case of Director  Options,
may, in its discretion,  determine at the time the Option or Award is granted or
thereafter.
(b) Unless otherwise  determined by the Committee at the time of
grant (and set forth in the Option  Agreement) or at a later date, except in the
case of death and Disability as provided in paragraphs 12(c) and 12(d) below, if
an Optionee of an Employee  Option  granted under the Plan has a Termination  of
Employment  with the Company or a Subsidiary,  any  unexercised  Employee Option
held by such  Optionee  shall  expire  ninety (90) days after the Optionee has a
Termination of Employment for any reason other than a termination for Cause or a
Voluntary  Termination (as defined below),  and such Employee Option may only be
exercised  by the  Optionee or his  Beneficiary  to the extent that the Employee
Option  or a portion  thereof  was  exercisable  on the date of  Termination  of
Employment;  provided,  however,  no Employee  Option may be exercised after the
expiration  date  specified for the particular  Employee  Option in the Employee
Option grant. If the Optionee's  Termination of Employment arises as a result of
a termination for Cause or a Voluntary  Termination,  then, unless the Committee
determines  otherwise  at  the  time  of  the  Termination  of  Employment,  any
unexercised   Options  held  by  such  Optionee   shall   terminate  and  expire
concurrently  with  the  Optionee's  Termination  of  Employment.  A  "Voluntary
Termination"  shall mean the voluntary  Termination of Employment by an Optionee
prior to five years of total Service (as defined  below) as an employee with the
Company and its Subsidiaries.  "Service" shall mean total of years for which the
Optionee,  prior to or after  first  becoming  an  Optionee,  has 1,000 hours of
service as an employee or otherwise with, or has served as a director or officer
of, the Company or a Subsidiary.

                (c) Unless otherwise  determined by the Committee at the time of
grant (and set forth in the Option Agreement) or at a later date, if an Optionee
dies while still  employed by the  Company,  the shares  which the  Optionee was
entitled  to  exercise  on the date of the  Optionee's  death under an Option or
Options granted under the Plan may be exercised at any time after the Optionee's
death by the Optionee's  beneficiary;  provided,  however, that no Option may be
exercised  after the earlier of: (i) one (1) year after the Optionee's  death or
(ii) the  expiration  date  specified  for the  particular  Option in the Option
Agreement.

                (d) Unless otherwise  determined by the Committee at the time of
grant (and set forth in the Option Agreement) or at a later date, if an Optionee
becomes  disabled  within the meaning of Section  2.14 hereof,  any  unexercised
Employee  Option held by such disabled  Optionee shall expire one (1) year after
the Optionee has a Termination of Employment because of such Disability and such
Option may only be exercised by the  Optionee or his  Beneficiary  to the extent
that the Employee  Option or a portion  thereof was  exercisable  on the date of
Termination of Employment  because of such  Disability;  provided,  however,  no
Employee  Option may be exercised  after the  expiration  date specified for the
particular Employee Option in the Employee Option grant.

           12.2   Forfeiture   Provisions.   The  Committee  may,  in  its  sole
discretion, include in the terms of any Option or Award provisions providing for
(i) the  termination of an Option or Award,  (ii)  forfeiture of the gain on any
Option  exercises  or  realized  pursuant  to any Award,  (iii) the right of the
Company to repurchase  any Shares  acquired  pursuant to an Option or Award,  or
(iv)  forfeiture of shares of Stock acquired  pursuant to an Award (and any gain
realized on the sale of the Shares is subject to repayment to the  Company),  if
an Optionee or Grantee engages in any activity in competition  with any activity
of the  Company,  or  inimical,  contrary  or  harmful to the  interests  of the
Company,  including, but not limited to (i) conduct related to the Optionee's or
Grantee's employment for which either criminal or civil penalties may be sought,
(ii) the commission of an act of fraud or intentional  misrepresentation,  (iii)
embezzlement or misappropriation or conversion of assets or opportunities of the
Company,  (iv) accepting employment with or serving as a consultant,  adviser or
in any other  capacity  to an  employer  that is in  competition  with or acting
against the interest of the Company, (v) disclosing or misusing any confidential
or proprietary  information of the Company,  or (vi)  participating in a hostile
takeover  attempt of the Company.  The  Committee may condition any grant on the
potential Optionee's or Grantee's agreement to such terms and conditions.
13.  Adjustment Upon Changes in Capitalization.

           (a) In the event of a Change in  Capitalization,  the Committee shall
conclusively determine the appropriate  adjustments,  if any, to (i) the maximum
number and class of Shares or other stock or  securities  with  respect to which
Options or Awards may be granted  under the Plan,  (ii) the  maximum  number and
class of Shares or other stock or  securities  with respect to which  Options or
Awards may be granted to any  Eligible  Individual  during the term of the Plan,
(iii) the  number  and class of Shares or other  stock or  securities  which are
subject to outstanding Options or Awards granted under the Plan and the purchase
price  therefor,  if  applicable,  (iv) the  number and class of Shares or other
securities in respect of which Director  Options are to be granted under Section
6 and (v) the Performance Objectives.

           (b) Any such  adjustment  in the Shares or other stock or  securities
subject to outstanding Incentive Stock Options (including any adjustments in the
purchase price) shall be made in such manner as not to constitute a modification
as  defined by Section  424(h)(3)  of the Code and only to the extent  otherwise
permitted by Sections 422 and 424 of the Code.

           (c) If,  by reason of a Change  in  Capitalization,  a Grantee  of an
Award  shall be  entitled  to, or an  Optionee  shall be entitled to exercise an
Option  with  respect  to,  new,  additional  or  different  shares  of stock or
securities,  such new, additional or different shares shall thereupon be subject
to all of the  conditions,  restrictions  and  performance  criteria  which were
applicable  to the Shares  subject  to the Award or Option,  as the case may be,
prior to such Change in Capitalization.

      14. Effect of Certain Transactions.  Subject to Sections 7.4, 8.7, 10.4(b)
and 11.4 or as  otherwise  provided  in an  Agreement,  in the  event of (i) the
liquidation or dissolution of the Company or (ii) a merger or  consolidation  of
the  Company (a  "Transaction"),  the Plan and the  Options  and  Awards  issued
hereunder  shall continue in effect in accordance with their  respective  terms,
except that following a Transaction  each Optionee and Grantee shall be entitled
to  receive in respect  of each  Share  subject  to any  outstanding  Options or
Awards,  as the case may be, upon  exercise of any Option or payment or transfer
in respect of any Award,  the same number and kind of stock,  securities,  cash,
property  or other  consideration  that each  holder of a Share was  entitled to
receive in the Transaction in respect of a Share;  provided,  however, that such
stock,  securities,  cash, property, or other consideration shall remain subject
to all of the  conditions,  restrictions  and  performance  criteria  which were
applicable to the Options and Awards prior to such Transaction.

      15.  Interpretation.      Following     the     required
registration  of any equity  security of the Company  pursuant
to Section 12 of the Exchange Act:

           (a) The Plan is intended to comply with Rule 16b-3  promulgated under
the Exchange Act and the Committee shall interpret and administer the provisions
of the Plan or any Agreement in a manner  consistent  therewith.  Any provisions
inconsistent  with such Rule  shall be  inoperative  and  shall not  affect  the
validity of the Plan.

           (b) Unless otherwise expressly stated in the relevant Agreement, each
Option, Stock Appreciation Right and Performance Award granted under the Plan is
intended  to be  performance-based  compensation  within the  meaning of Section
162(m)(4)(C)  of the Code.  The Committee  shall not be entitled to exercise any
discretion otherwise authorized hereunder with respect to such Options or Awards
if the ability to exercise such  discretion  or the exercise of such  discretion
itself would cause the  compensation  attributable  to such Options or Awards to
fail to qualify as performance-based compensation.
16. Pooling Transactions.  Notwithstanding  anything contained in the Plan
or any Agreement to the  contrary,  in the event of a Change in Control which is
also intended to constitute a Pooling Transaction, the Committee shall take such
actions,  if any, as are specifically  recommended by an independent  accounting
firm  retained by the  Company to the extent  reasonably  necessary  in order to
assure that the Pooling  Transaction  will  qualify as such,  including  but not
limited to (i) deferring the vesting, exercise,  payment,  settlement or lapsing
of  restrictions  with respect to any Option or Award,  (ii)  providing that the
payment or  settlement  in respect of any Option or Award be made in the form of
cash,  Shares or  securities  of a successor  or acquiror of the  Company,  or a
combination of the foregoing,  and (iii) providing for the extension of the term
of any Option or Award to the extent necessary to accommodate the foregoing, but
not beyond the maximum term permitted for any Option or Award.

      17.  Effective Date,  Termination and Amendment of the Plan. The effective
date of this Plan shall be the date the Plan is  adopted  by the Board,  subject
only to the approval by the affirmative vote of the holders of a majority of the
securities of the Company  present,  or  represented,  and entitled to vote at a
meeting of stockholders  duly held in accordance with the applicable laws of the
State of Utah  within  twelve  (12)  months of the  adoption  of the Plan by the
Board.

      No new Awards under the Plan shall be granted  after the day preceding the
fifth  anniversary  of the date of its  adoption  by the  Board and no Option or
Award may be granted thereafter. The Board may sooner terminate the Plan and the
Board may at any time and from time to time  amend,  modify or suspend the Plan;
provided,  however,  that: (a) no such  amendment,  modification,  suspension or
termination  shall impair or adversely  alter any Options or Awards  theretofore
granted under the Plan, except with the consent of the Optionee or Grantee,  nor
shall  any  amendment,  modification,  suspension  or  termination  deprive  any
Optionee or Grantee of any Shares which he or she may have  acquired  through or
as a result of the Plan; and (b) to the extent  necessary under  applicable law,
no  amendment  shall be effective  unless  approved by the  stockholders  of the
Company in accordance with applicable law.

      18.  Non-Exclusivity  of the Plan.  The  adoption of the Plan by the Board
shall not be construed  as amending,  modifying  or  rescinding  any  previously
approved  incentive  arrangement or as creating any  limitations on the power of
the Board to adopt such other  incentive  arrangements as it may deem desirable,
including,  without  limitation,  the granting of stock options  otherwise  than
under the Plan, and such arrangements may be either applicable generally or only
in specific cases.

      19.  Limitation  of  Liability.  As  illustrative  of the  limitations  of
liability of the Company, but not intended to be exhaustive thereof,  nothing in
the Plan shall be construed to:

           (i) give any person any right to be granted an Option or Award  other
than at the sole discretion of the Committee;

           (ii) give any  person any rights  whatsoever  with  respect to Shares
except as specifically provided in the Plan;

           (iii)limit in any way the right of the  Company  to
terminate the employment of any person at any time; or
(iv) be evidence of any  agreement  or  understanding,  expressed  or
implied,  that the  Company  will  employ any person at any  particular  rate of
compensation or for any particular period of time.

      20.  Regulations and Other Approvals; Governing Law.

           20.1 Governing Law. Except as to matters of federal law, the Plan and
the rights of all persons  claiming  hereunder shall be construed and determined
in  accordance  with the laws of the  State of Utah  without  giving  effect  to
conflicts of laws principles thereof.

           20.2  Applicable  Laws.  The  obligation  of the  Company  to sell or
deliver  Shares with respect to Options and Awards  granted under the Plan shall
be  subject  to all  applicable  laws,  rules  and  regulations,  including  all
applicable  federal and state  securities  laws,  and the  obtaining of all such
approvals by governmental  agencies as may be deemed necessary or appropriate by
the Committee.

           20.3 Rules and Regulations. The Board may make such changes as may be
necessary  or  appropriate  to  comply  with the rules  and  regulations  of any
government  authority,  or to obtain for Eligible  Individuals granted Incentive
Stock Options the tax benefits under the  applicable  provisions of the Code and
regulations promulgated thereunder.

           20.4 Securities Regulations.  Each Option and Award is subject to the
requirement  that, if at any time the Committee  determines,  in its discretion,
that the listing,  registration or qualification of Shares issuable  pursuant to
the Plan is  required by any  securities  exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body is necessary
or desirable as a condition of, or in connection with, the grant of an Option or
Award or the  issuance  of  Shares,  no  Options  or Awards  shall be granted or
payment  made  or  Shares  issued,   in  whole  or  in  part,   unless  listing,
registration,  qualification,  consent or approval has been effected or obtained
free of any conditions as acceptable to the Committee.

           20.5 Restrictions on Shares.  Notwithstanding  anything  contained in
the Plan or any Agreement to the contrary,  in the event that the disposition of
Shares  acquired  pursuant  to  the  Plan  is  not  covered  by a  then  current
registration  statement  under  the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"),  and is not otherwise  exempt from such  registration,  such
Shares  shall be  restricted  against  transfer  to the extent  required  by the
Securities Act and Rule 144 or other regulations  thereunder.  The Committee may
require any individual  receiving  Shares pursuant to an Option or Award granted
under the Plan, as a condition precedent to receipt of such Shares, to represent
and  warrant  to the  Company  in  writing  that  the  Shares  acquired  by such
individual are acquired without a view to any distribution  thereof and will not
be sold or transferred other than pursuant to an effective  registration thereof
under said Act or pursuant to an exemption  applicable  under the Securities Act
or the rules and regulations promulgated thereunder. The certificates evidencing
any of such Shares  shall be  appropriately  amended to reflect  their status as
restricted securities as aforesaid.

      21.  Miscellaneous.

           21.1  Multiple  Agreements.  The  terms of each  Option  or Award may
differ from other Options or Awards  granted under the Plan at the same time, or
at some other time.  The  Committee may also grant more than one Option or Award
to a given Eligible  Individual  during the term of the Plan, either in addition
to, or in substitution for, one or more Options or Awards previously  granted to
that Eligible Individual.
21.2 Withholding of Taxes.

                (a) At such times as an Optionee or Grantee  recognizes  taxable
income in  connection  with the receipt of Shares or cash  hereunder (a "Taxable
Event"), the Optionee or Grantee shall pay to the Company an amount equal to the
federal,  state and local income  taxes and other  amounts as may be required by
law to be  withheld  by the Company in  connection  with the Taxable  Event (the
"Withholding  Taxes")  prior to the  issuance,  or release from escrow,  of such
Shares or the payment of such cash.  The Company  shall have the right to deduct
from any  payment  of cash to an  Optionee  or  Grantee  an amount  equal to the
Withholding Taxes in satisfaction of the obligation to pay Withholding Taxes. In
satisfaction  of the  obligation to pay  Withholding  Taxes to the Company,  the
Optionee or Grantee may make a written election (the "Tax Election"),  which may
be accepted or rejected in the discretion of the  Committee,  to have withheld a
portion of the Shares  then  issuable  to him or her  having an  aggregate  Fair
Market Value equal to the Withholding Taxes.

                (b) If an Optionee  makes a  disposition,  within the meaning of
Section 424(c) of the Code and regulations promulgated thereunder,  of any Share
or Shares issued to such Optionee pursuant to the exercise of an Incentive Stock
Option  within the two-year  period  commencing on the day after the date of the
grant or within  the  one-year  period  commencing  on the day after the date of
transfer of such Share or Shares to the Optionee pursuant to such exercise,  the
Optionee  shall,  within ten (10) days of such  disposition,  notify the Company
thereof, by delivery of written notice to the Company at its principal executive
office.
EXHIBIT 5
September 18, 1998

The Board of Directors
of EFI Electronics Corporation
1751 South 4800 West
Salt Lake City, Utah  84104

      Re:  EFI Electronics Corporation
           Registration Statement on Form S-8

Gentlemen:

      As counsel to EFI Electronics  Corporation,  a Delaware  corporation  (the
"Company"),  in connection with the Company's Registration Statement on Form S-8
(the "Registration  Statement") to be filed under the Securities Act of 1933, as
amended,  for  registration  of 750,000  shares (the  "Shares") of common stock,
$0.0001 par value, of the Company to be offered,  sold and issued by the Company
pursuant to the EFI Electronics Corporation 1998 Incentive Plan (the "Plan"), we
have examined the originals or certified,  conformed or  reproduction  copies of
all such  records,  agreements,  instruments  and  documents  as we have  deemed
necessary  as  the  basis  for  the  opinion   expressed  herein.  In  all  such
examinations,  we have assumed the  genuineness of all signatures on original or
certified  copies and the  conformity  to  original or  certified  copies of all
copies  submitted  to us as  conformed  or  reproduction  copies.  As to various
questions of fact relevant to the opinion hereinafter expressed,  we have relied
upon certificates of public officials and statements or certificates of officers
or representatives of the Company and others.

      Based upon and subject to the  foregoing,  we are of the opinion  that the
Shares,  when issued in accordance with the terms and conditions of the Plan and
pursuant to the Registration  Statement,  will be legally issued, fully paid and
nonassessable.

      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration Statement.

                                Very truly yours,

                               /s/ Parr  Waddoups  Brown Gee & Loveless

                               PARR   WADDOUPS   BROWN  GEE  & LOVELESS
EXHIBIT 23.1
CONSENT

We have issued our report  dated May 15,  1998,  accompanying  the  consolidated
financial statements of EFI Electronics Corporation appearing in the 1998 Annual
Report on Form  10-KSB as of March 31,  1998 and for each of the two years  then
ended which is  incorporated  by reference in this  Registration  Statement.  We
consent to the  incorporation by reference in the Registration  Statement of the
aforementioned report.

                                          /s/ Grant  Thornton LLP

                                          GRANT THORNTON LLP

Salt Lake City, Utah
September 30, 1998