Exhibit 10.1

              BOARD OF DIRECTORS CONSULTING AND INDEMNITY AGREEMENT

         Jack G. Wilborn (the "Director" or "you") and Electroglas, Inc. (the
"Company" or "we") (collectively "the parties") enter into this Board of
Directors Consulting and Indemnity Agreement ("Agreement") as of the 20th day of
March, 2007.

         The Company's formation documents contain comprehensive indemnification
provisions, but the parties understand that those provisions are there by
shareholder election. Accordingly, you and we both want to have in place
agreements that assure you the same level of indemnification by agreement. We
take this opportunity to update our understanding in this respect.

         We have asked for your willingness to serve as a Director on the
Company's Board of Directors for a minimum number of years. We are compensating
you in part with stock options that will vest over that period. Though we do not
currently contemplate an acquisition in that time period, we know that it is
possible for companies to be acquired, and that it is common when that happens
for Board terms to end earlier than originally planned.

         We wish to confirm our intent that you will continue as a consultant to
the Company (unless you decide otherwise) for the full period during which your
options vest or 24 months after you no longer are a director of Electroglas,
whichever period is longer. During this period we will pay you $1500.00 per
quarter for said services. We and you believe that by doing so we will provide a
framework for obtaining your services and advice after the close of such a
transaction, and that we will also insure that our Shareholders thus obtain the
best possible advice from you with respect to such a proposal.

         To accomplish those things, you and we agree as follows.

     1.  Service.  You agree to serve or  continue to serve as a Director of the
Company for so long as you are duly elected or appointed, or until you resign in
writing, whichever is first.

     2. Consulting  Commitment.  We commit to engage you as a consultant for the
full term of any vesting  period under any grant of options you may receive as a
Director of the Company or 24 months, whichever is longer.

     2.1 Scope of  Consulting:  During  Board  Service.  While you remain on our
Board of  Directors,  that  consultancy  will be  consistent  with the usual and
customary  duties  of a  board  member,  and  will  include  calling  upon  your
attendance at Board  meetings and  reasonable  preparation  for them, as well as
calling  upon  you,  at  times  reasonably  convenient  for you and for us,  for
telephone  consultation  on matters  within your sphere of expertise.  Your time
commitment for such  consultation is not fixed, but will not exceed a commitment
that can be met at the same time you hold other full-time  employment,  and will
not exceed that usually attendant upon service as an outside member of the Board
of Directors.

     2.2  Scope of  Consulting:  After  Board  Service.  If you  leave our Board
through  resignation  as a part of our  process  of  merging  with or  acquiring
another  entity,  or being acquired by or merging into another  entity,  we will
(unless  you  tender  your  written  resignation)  expect  to call  upon you for
transition  consulting at a level  consistent  with your earlier  service on the
Board, for the duration of the vesting period of your option grants.
<PAGE>

     2.3  Termination.  You may resign your service as a Director or  Consultant
any time, by writing delivered to the Secretary of the Company. Our shareholders
may also decide not to elect you to additional  terms in office.  If you resign,
or if you are not elected to a subsequent term in office,  it ends the Company's
obligations  to  continue  to retain you as a  consultant,  except  under  three
circumstances.  The first  circumstance  is if your  resignation or your removal
from  the  Board is done  for the  purpose  of  complying  with the  terms of an
agreement involving a merger or acquisition of or by the Company, or following a
change  in  control  of the  Company  in which a single  acquirer  (or  group of
acquirer  acting with a common purpose) has obtained  effective  voting control.
The second is if the Company  elects to continue  your services as consultant by
written  election  at the time of your  resignation.  The third is if you do not
stand for re-election for any reason and have served one full term as a director
prior to not standing for re-election, the Company may continue your option life
for 12 months after your  termination  as a director.  This Agreement is neither
intended  to nor shall  limit any rights of you or the  Company  (including  its
shareholders)  provided  in  the  Company's  by-laws,  Articles,  other  Company
policies and procedures,  or otherwise under l, including regarding  termination
of your service.

     2.4 Nature of  Relationship.  Under this  Agreement you are an  independent
contractor,  not an employee.  This Agreement gives you the rights it describes,
but does not make you eligible  for employee  benefits,  benefit  plans,  or the
like. As a member of the Board of Directors,  you have a fiduciary obligation to
protect the interests of all of the  shareholders  of the Company.  You have had
the opportunity to have that explained to you, and you understand what it means.
You  acknowledge  that among other things it means that if you obtain  knowledge
relating to  confidential  affairs of the  Company,  like matters of a technical
nature such as know-how,  formulas, software, trade secrets, secret processes or
machines,  inventions or research projects, or matters of a business nature such
as  information  about  costs,  profits,   pricing  policies,   markets,  sales,
suppliers,  plans for future development,  plans for future products,  marketing
plans or strategies, or client and customer information,  or personnel and other
information  which is not  generally  disclosed  by the  Company  to the  public
(collectively,  "Confidential Information"), you will keep it in confidence, and
not use it or disclose it to third parties in any form,  for any purpose  during
and after  your  association  with the  Company.  Confidential  Information  and
related  information  shall  remain  the  sole  property  of the  Company.  Your
fiduciary  obligations  also mean that while you are a Director,  you will avoid
simultaneously serving in any position for a competitor of the Company, and that
if you find yourself in a position in which your other obligations  require that
service, you will promptly disclose it to the other members of our Board, recuse
yourself from any discussions and decisions involving  competitive  matters, and
if  requested  to do so by  the  Company,  will  resign  from  the  Board.  Your
obligations of  confidentiality  will continue after your  association  with the
Company.

     2.5 Expenses.  We will cover your out of pocket expenses for travel, meals,
accommodations,  and communication,  consistent with our policies for our senior
executive  officers  with  respect  to class of  travel  or  accommodations  and
purposes for those expenses,  and subject to your submitting  documentation  for
expenses as our policy requires for our senior executives.
<PAGE>

     3. Indemnity.  For the remaining  sections of this  Agreement,  we will use
these terms:

     3.1 "Proceeding" means threatened,  pending or completed actions,  suits or
other proceedings,  whether brought in the right of the Company or otherwise and
whether of a civil, criminal, administrative or investigative nature, if you are
involved as a party or  otherwise  because you are or were a Director or officer
of the Company, or because you are or were serving at the request of the Company
as a Director,  officer,  employee,  agent, or in some other capacity  involving
services or duties, of another Company,  partnership,  joint venture,  trust, or
other enterprise such as an employee benefit plan.

     3.2 "Expenses"  means  reasonable  expense of  investigations,  judicial or
administrative proceedings or appeals, attorneys' fees and disbursements and any
reasonable  expenses  of  establishing  a right to  indemnification  under  this
Agreement,  and other similar reasonable  expenses.  It does not include amounts
for which you may seek  indemnification,  e.g., amounts you pay in settlement or
the amount of  judgments  or fines  (including  for this  purpose any excise tax
assessed with respect to employee benefit plans) awarded against you.

     3.3 If your service  involves an employee  benefit  plan,  and you acted in
good  faith and in a manner  reasonably  believed  to be in the  interest  of an
employee  benefit  plan,  you  shall be deemed  to have  acted in a manner  "not
opposed to the best interests of the Company" as referred to in this Agreement.

     4. Indemnification.

     4.1 Indemnity  Commitment.  We will indemnify you as this section outlines,
if you are or have been threatened with becoming a party to any Proceeding.  Our
indemnification will cover all Expenses,  judgments,  fines, and amounts paid in
settlement  that  you  actually  and  reasonably  incur  in  connection  with  a
Proceeding,  but only if you  acted in good  faith  and in a  manner  which  you
reasonably believed to be in or not opposed to the best interests of the Company
and, in the case of a criminal proceeding,  in addition, had no reasonable cause
to believe  that your  conduct was  unlawful,  subject  only to the  limitations
below.

     4.2  Limitations  for  Actions  by or in  right  of  the  Company.  If  the
Proceeding is brought by or in the right of the Company to procure a judgment in
its favor, we will not indemnify you for Expenses, judgments, fines, and amounts
paid in  settlement  with respect to any claim,  issue or matter as to which you
have been finally  adjudged by a court to be liable to the  Company,  unless and
only to the  extent  that any  court  in which  such a  Proceeding  was  brought
determines  that,  despite the  adjudication of liability but in view of all the
circumstance  of the case, you are fairly and reasonably  entitled to indemnity.
However,  if you are  successful  in  defending  such a claim,  on the merits or
otherwise,  including  without  limitation  if the action is  dismissed  without
prejudice, we will indemnify you against Expenses.

     4.3  Comprehensive  Indemnification.  We intend that this Section 4 provide
you with the broadest and most comprehensive indemnification permitted under the
law that governs our  corporation,  in any  Proceeding.  Accordingly if that law
would permit broader  indemnification  than this Agreement  otherwise  expressly
provides,  you are entitled to that broader  indemnification.  By "broadest  and
most comprehensive  indemnification  permitted," we mean to include, among other
provisions of the law, any  provisions of the law that  authorize or contemplate
additional  indemnification  by agreement.  If the law changes after the date of
this Agreement in ways that broaden permitted indemnification,  you are entitled
to the broader coverage.
<PAGE>

     4.4 Advances of Expenses.  We will pay in advance the Expenses you incur in
any Proceeding, on your written request, if you:

          4.4.1 furnish us with a written  affirmation of your good faith belief
     that you are entitled to be indemnified under this Agreement; and

          4.4.2 furnish us with a written undertaking to repay those advances to
     the extent  that it is  ultimately  determined  by a court that you are not
     entitled to be indemnified for those Expenses.

Such advances shall be made without regard to your ability to repay them.
Notwithstanding the foregoing, the Company shall not be required to advance
Expenses if the Company in good faith believes you are not entitled to be
indemnified under this Agreement.

          5. Notification and Defense of Claim.

     If you plan to claim indemnification under this Agreement, you must provide
us Notice of the applicable  Proceeding  promptly after you learn of it, so that
we have time to  respond to you by any  deadline  applicable  to the  Proceeding
itself.  At the  latest,  you must  provide  us with  Notice  of the  applicable
Proceeding  not more than thirty  (30) days after the  Proceeding  starts.  With
respect to Proceedings:

     5.1 Company  Participation.  The Company will be entitled to participate in
Proceedings at its own expense.

     5.2 Assumption of Defense.  Except as otherwise  provided below, we may, at
our option,  alone or with any other  indemnifying  party similarly notified and
electing to assume the defense,  assume the defense of the Proceeding with legal
counsel  reasonably  satisfactory  to you.  You  shall  have the right to employ
separate  counsel in the  Proceeding,  but the Company will not be liable to you
under this  Agreement  for the fees and  expenses of your own  counsel  incurred
after we give you Notice  that we have  assumed  the  defense,  unless:  (i) the
parties reasonably conclude that there may be a conflict of interest between the
Company  and you in the  conduct  of the  Proceeding;  or (ii) we do not  employ
counsel to assume the  defense of the  Proceeding.  We will not be  entitled  to
assume the defense of any Proceeding brought by or on behalf of the Company,  or
as to which you have reasonably concluded there may be a conflict of interest.

     5.3 Shared Counsel. If you and one or more other people who may be entitled
to indemnification from us are parties to any Proceeding,  we may require you to
engage the same legal counsel as the other people. You may still employ separate
legal  counsel  in such a  Proceeding,  but we will not be liable to you for the
fees and expenses of your separate  counsel that you incur after you receive our
Notice of the requirement to engage the same counsel as other people, unless you
and we reasonably  conclude that there may be a conflict of interest between you
and any of the other people represented by the counsel we require.

     5.4 Consent  Required.  We will not be liable to  indemnify  you under this
Agreement for any amounts paid in settlement of any  Proceeding,  if the payment
is made without our written consent,  which shall not be unreasonably  withheld.
We will be  permitted  to settle  any  Proceeding  the  defense of which we have
assumed,  except we may not settle any  Proceeding  or claim in any manner which
would impose any penalty or  limitation  on you without  your  written  consent,
which  you  have  the  discretion  to  give  or  withhold.  Notwithstanding  the
foregoing,  we, of course,  may settle any  alleged or actual  liability  of the
Company in any Proceeding without your consent.
<PAGE>

     6.  Procedure Upon  Application  for  Indemnification.  We will act on your
request for indemnification  under this Agreement no later than 90 days after we
receive your written  request for it. We would  conclude you are not entitled to
it only if one of these two things  happens:  (a) our Board of  Directors,  by a
majority  vote of a quorum  consisting of Directors who were not parties to such
Proceeding;  or (b)  independent  legal  counsel in writing (and we will appoint
such a counsel if such a quorum is not  obtainable),  determines that you should
not be entitled to  indemnification  under this Agreement.  Notwithstanding  the
foregoing,  the  Company,  of  course,  would pay  indemnification  despite  its
determination that indemnification is not owed if so directed by a court order.

     7. Enforcement.

     7.1 When  you may  enforce  your  rights.  You may  enforce  your  right to
indemnification or to advancement of Expenses under this Agreement, by action in
any court of competent  jurisdiction,  if (i) the Company  denies your claim for
indemnification  or advancement,  in whole or in part, or (ii) no disposition of
such claim is made within 90 days of a written request.

     7.2  Your  entitlement  to  fees  in the  enforcement  action.  If you  are
successful in that  enforcement  action,  in whole or in part,  you will also be
entitled to be paid your reasonable costs incurred in prosecuting the claim.

     7.3 Our  defenses.  It shall be a defense  to any such  enforcement  action
(other than an action brought to enforce a claim for  advancement of expenses if
the required affirmation and undertaking have been tendered to the Company) that
you are not entitled to indemnification under this Agreement,  but the burden of
proving such defense shall be on us.

     7.4 No presumptions. Neither our failure to decide, before your enforcement
action,  that  indemnification is proper in the circumstances,  nor our decision
before your enforcement action that such  indemnification is improper shall be a
defense to the action or create a  presumption  that you are or are not entitled
to  indemnification  under this Agreement or otherwise.  The  termination of any
Proceeding by judgment, order of court, settlement, conviction or upon a plea of
nolo contendere,  or its equivalent,  shall not, of itself, create a presumption
that you are or are not  entitled to  indemnification  under this  Agreement  or
otherwise.

     8. Partial  Indemnification.  If you are entitled to indemnification  under
this  Agreement  for some or a portion but not all of the  Expenses,  judgments,
fines and amounts paid in settlement  actually and reasonably incurred by you in
the  investigation,  defense,  appeal or settlement of any  Proceeding  but not,
however,  for the total amount thereof, we will indemnify you for the portion to
which you are entitled.

<PAGE>

     9. Other Matters.

     9.1  Non-Exclusivity  and  Continuity  of  Rights.  This  Agreement  is not
exclusive.  To the extent you have rights to indemnification  under the articles
or bylaws of the Company, or under any other agreement, any vote of shareholders
or the Board of Directors, under applicable law, or otherwise, both as to action
in your official  capacity and as to action in any other capacity,  those rights
remain in place. The indemnification under this Agreement shall continue for you
even  though you stop being a Director or officer and shall inure to the benefit
of your heirs and personal representatives.  9.2 Severability. If this Agreement
or any  part of it is  invalidated  on any  ground  by any  court  of  competent
jurisdiction,  we will still indemnify you as to Expenses,  judgments, fines and
amounts paid in  settlement  with respect to any  Proceeding  to the full extent
permitted by any applicable  portion of this Agreement that is not  invalidated,
and to the full extent permitted by any other applicable law.

     9.3  Subrogation.  If we pay any amounts under this Agreement,  we shall be
subrogated  to the extent of such  payment to all your rights of  recovery.  You
will execute all  documents  required and shall do all acts  necessary to secure
those rights to us and to enable us  effectively  to bring suit to enforce those
rights.

     9.4  Modification and Waiver.  No supplement,  modification or amendment of
this Agreement  shall be binding unless  executed in writing by both you and us.
No waiver of any of the provisions of this Agreement  shall  constitute a waiver
of any other  provisions  of it (whether or not  similar)  nor shall such waiver
constitute a continuing waiver.

     9.5 Notices.  Notice for each party shall be sent to you at your address in
the  Company's  records,  and if to the  Company,  to the  CEO at the  Company's
principle  place of business,  or to such other person or address as the parties
may from time to time by Notice provide. Notice shall be effective when actually
received by the party this Agreement designates for Notice, if sent by any means
that leaves a hard-copy  record in the hands of the recipient.  If sent properly
addressed by certified or  registered  mail,  postage  prepaid,  return  receipt
requested, Notice shall be deemed effective on the date the return receipt shows
the Notice was accepted, refused, or returned undeliverable.

     9.6  Counterparts;  Fax  signatures.  This Agreement may be executed in any
number of counterparts, which together shall constitute the original. Each of us
agrees to accept fax signatures.

     9.7 Applicable  Law. This  Agreement  shall be governed by and construed in
accordance with the law of the state in which the Company is incorporated.

     9.8  Successors  and  Assigns.  This  Agreement  shall be binding  upon the
Company and its successors and assigns.

So agreed:

Company:                                    Director:

Electroglas, Inc.


By:/s/ Thomas M. Rohrs                      /s/ Jack G. Wilborn
   ---------------------------------        -------------------
     Thomas M. Rohrs, Chairman & CEO