CONSULTING AGREEMENT EXTENSION This will further extend the term of that Consulting Agreement entered into as of July 3, 1990 by BEI Electronics, Inc. and George S. Brown from June 30, 1996 to June 30, 1997, except that during this extension period...

                         CONSULTING AGREEMENT EXTENSION

This will further extend the term of that Consulting  Agreement  entered into as
of July 3, 1990 by BEI Electronics,  Inc. and Xxxxxx X. Xxxxx from June 30, 1996
to June 30, 1997,  except that during this extension period the compensation for
consulting  activities  will be paid  as  follows:  $3,000.00  each  month  as a
retainer  fee,  plus an  additional  fee of $750.00  for each day of  consulting
activity  performed  on  authorized  travel  away from the Santa  Xxxxxxx  area;
further, the entire agreement will be subject to cancellation by either party on
30 days notice.


                                                  CONSULTANT


                                                  /s/ Xxxxxx X. Xxxxx
                                                      Xxxxxx X. Xxxxx


ACCEPTED:

BEI ELECTRONICS, INC.


By     /s/ Xxxxxxx Xxxxxxx
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Title  Chairman
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