[FORM OF]

                           LEAVE OF ABSENCE AGREEMENT


         This LEAVE OF ABSENCE  AGREEMENT  ("Agreement")  is entered  into as of
December ___, 2000 by and between BEI TECHNOLOGIES, INC., a Delaware corporation
("Company"),  and [Employee Name] ("Employee"),  collectively referred to herein
as the parties.

         WHEREAS, Employee is currently employed by Company as [position],

         WHEREAS,  Employee  desires to take a leave of absence  from  [his/her]
employment with Company for the sole and exclusive purpose of rendering services
to OpticNet, Inc., a Delaware Corporation ("OpticNet");

         WHEREAS, Company approves of such leave of absence; and

         WHEREAS,  the  parties  desire to set forth the terms of such  leave of
absence by this Agreement;

         NOW, THEREFORE,  in consideration of the mutual agreements,  covenants,
and provisions contained herein, the parties agree as follows:

                                    AGREEMENT

1.       LEAVE OF ABSENCE.  The Company shall grant  Employee a leave of absence
         ("Leave") for the sole and exclusive  purpose of Employee's  acceptance
         and commencement of full-time employment with OpticNet.

2.       TERM OF LEAVE.

         2.1      Commencement of Leave.  The Leave shall commence  effective as
                  of January 1, 2001.

         2.2      Expiration  of Leave with Right to Return to Work upon  Mutual
                  Consent.  Employee  shall have an immediate and  unconditional
                  right to  terminate  [his/her]  Leave and  return to work with
                  Company,  in a position and with compensation to be determined
                  at Company's sole and exclusive discretion, which position and
                  compensation  shall  not be  less  favorable  than  Employee's
                  current position and compensation with Company, provided, that
                  the  Leave  will  expire  upon  the  earliest  to occur of the
                  following dates:

                  (a)      Such Leave will expire by its term on [Date].

                  (b)      Upon full vesting of all stock options and restricted
                           stock grants for shares of the Company's Common Stock
                           made to  Employee by Company  prior to  December  31,
                           2000;


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                  (c)      Upon  Employee's   termination  by  OpticNet  without
                           Cause.   "Cause"  for  termination  shall  mean:  (i)
                           indictment  or  conviction  of any  felony  or of any
                           crime involving dishonesty; (ii) participation in any
                           fraud against  OpticNet [as  determined in good faith
                           by the Chief  Executive  Officer of OpticNet];  (iii)
                           breach of  Employee's  duties to OpticNet,  including
                           persistent unsatisfactory  performance of job duties;
                           (iv) intentional  damage to any property of OpticNet;
                           (v) wrongful disclosure of any trade secrets or other
                           confidential  information  of  OpticNet;  or  (vi) an
                           irreconcilable  conflict of interest between Employee
                           and OpticNet.

                  2.3      Expiration  of Leave Without Right to Return to Work.
                           Employee  shall  have no right to  return  to work at
                           Company should the Leave expire upon the earliest of:

                           (a)      Upon Employee's  termination by OpticNet for
                                    Cause.

                           (b)      Upon  Employee's   termination  by  OpticNet
                                    without  Cause,   should  Employee  fail  to
                                    return  to  work  at  Company   within  five
                                    business  days after the  effective  date of
                                    the termination;

                           (c)      Employee's  termination  of employment  with
                                    Company,  other  than  as may  be  construed
                                    pursuant  to  the  Leave.  Nothing  in  this
                                    Agreement  is  intended to alter the at-will
                                    employment relationship between Employee and
                                    Company.  Employee and Company may terminate
                                    their  employment  relationship at any time,
                                    with or without cause or advance notice;

                           (d)      Employee's death, or any illness, disability
                                    or other  incapacity  in such a manner  that
                                    Employee  is  physically   rendered   unable
                                    regularly  to  perform  [his/her]  duties to
                                    OpticNet  for a  period  in  excess  of  one
                                    hundred  twenty  (120)  consecutive  days or
                                    more than one hundred  eighty  (180) days in
                                    any consecutive twelve (12) month period; or

                           (e)      A Change in  Control  of  Company,  which is
                                    defined  as  (i)  a  sale,   dissolution  or
                                    liquidation  of  substantially  all  of  the
                                    assets  of the  Company;  (ii) a  merger  or
                                    consolidation  in which the  Company  is not
                                    the  surviving  corporation  or the  sale or
                                    exchange by the  stockholders of the Company
                                    of all or  substantially  all of the capital
                                    stock of the  Company in each case where the
                                    stockholders  of  the  Company   immediately
                                    before such merger or  consolidation or sale
                                    or   exchange   do  not  obtain  or  retain,
                                    directly or indirectly,  at least a majority
                                    of the  beneficial  interest  in the  voting
                                    stock  or  other   voting   equity   of  the
                                    surviving or acquiring  corporation or other
                                    surviving or acquiring  entity;  or the sale
                                    or exchange of all or  substantially  all of
                                    the  Company's  assets (other than a sale or
                                    transfer to a  subsidiary  of the Company as
                                    defined  in section  425(f) of the  Internal
                                    Revenue  Code  of  1986,   as  amended  (the
                                    "Code"))  where  the   stockholders  of  the
                                    Company  immediately  before  such  sale  or
                                    exchange  do not obtain or retain,  directly
                                    or  indirectly,  at least a majority  of the
                                    beneficial  interest in the voting


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                                    stock  or  other   voting   equity   of  the
                                    corporation  or other entity  acquiring  the
                                    Company's Assets.

         2.4      Designation  of  Leave.  During  the  term of the  Leave,  the
                  Company  shall  continue to carry the Employee on its inactive
                  payroll roster, and the Leave shall be designated as an Unpaid
                  Administrative Leave of Absence.

3.       SERVICES TO BE PERFORMED.  During the term of the Leave, Employee shall
         be an employee of and render services to OpticNet (the "Services"). The
         specific  services  to be  provided  shall be  assigned  to Employee by
         OpticNet.  Employee shall make all  reasonable  efforts to perform such
         Services  in a  professional  manner,  in  accordance  with  OpticNet's
         direction  and  instructions.  Employee  will be  expected  to abide by
         OpticNet's employment rules and policies,  and upon request shall enter
         into OpticNet's  standard agreement regarding  proprietary  information
         and inventions.

4.       CONFIDENTIAL INFORMATION AND INVENTIONS.

         4.1      Proprietary  Information and Inventions Agreement.  Subject to
                  Section 4.2 below, during the Leave, Employee will continue to
                  be bound by [his/her]  Employee  Proprietary  Information  and
                  Inventions  Agreement  with Company  dated  [date],  a copy of
                  which is attached hereto as Exhibit A; provided, however, that
                  during the Leave all rights of  assignment  and  otherwise  of
                  Company stated in Section 2 of such agreement shall instead be
                  rights of and to the benefit of OpticNet;  provided,  however,
                  that  OpticNet  may agree  with the  Company,  on a project by
                  project basis, to assign such rights of assignment of OpticNet
                  under such  agreement to the Company as the same may relate to
                  such specified project .

         4.2      Use of Company  Proprietary  Information.  Except as expressly
                  prohibited by Company, Employee may use on behalf of OpticNet,
                  or  disclose  to   OpticNet,   confidential   or   proprietary
                  information  or  materials  of Company for the sole purpose of
                  performing the Services,  and Company hereby  consents to such
                  use and/or disclosure by the Employee for such purpose. To the
                  extent that any provision in any contract  between Company and
                  Employee is inconsistent  with this Agreement,  Company hereby
                  waives such provision.

5.       SALARY AND BENEFITS.

         5.1      Salary.  During the Leave,  Employee  shall receive no salary,
                  compensation or remuneration of any kind from Company.

         5.2      Benefits. During the Leave, Employee shall not be eligible for
                  those  benefits  regularly  provided to  employees of Company,
                  except  (a) as  provided  herein,  or (b) if and to the extent
                  Employee  otherwise remains eligible to continue such benefits
                  as an employee of OpticNet.

         5.3      Stock Options; Restricted Stock. For purposes of the Company's
                  1997 Stock Option Plan and the 1992  Restricted  Stock Plan of
                  BEI  Electronics,  Inc.  (a  predecessor  in  interest  to the
                  Company) (the  "Plan(s)"),  Employee's  Leave shall


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                  constitute  "Continuous  Service,"  and  shall  not in any way
                  constitute a termination  of employment by Employee,  and such
                  options to purchase  shares of the Company's  Common Stock and
                  grants of shares of  restricted  stock held by  Employee as of
                  December  31,  2000 shall  continue  to vest  pursuant  to and
                  otherwise be governed by, the terms of the Plan(s). During the
                  Leave such continued vesting shall be based upon the continued
                  employment  of Employee by OpticNet and the Services  provided
                  to OpticNet by Employee.

         5.4      [Deferred  Compensation  Plan.  [for one individual  only] The
                  Company agrees that  Employee's  rights and  obligations  with
                  respect to that certain Executive  Deferred  Compensation Plan
                  and  Arrangement  (the  "Deferred  Compensation  Arrangement")
                  entered  into  between the Company and the Employee to provide
                  for the deferral of a portion of such  Employee's  base salary
                  and/or  annual bonus,  such monies  accrued for the benefit of
                  Employee as of December 31, 2000 shall  continue to be held in
                  trust under such Deferred  Compensation  Arrangement  and such
                  Deferred Compensation Arrangement shall continue in full force
                  and effect,  without  modification,  during the Leave, and the
                  Leave shall not  constitute a termination  of  employment  for
                  purposes of the Deferred Compensation Arrangement. ]

6.       ENTIRE AGREEMENT. This Agreement,  including Exhibit A, constitutes the
         entire agreement between the parties with regard to this subject matter
         and supersedes any and all agreements, whether oral or written, between
         the parties with respect to its subject matter. This Agreement can only
         be  modified  in a writing  signed by  Employee  and a duly  authorized
         officer of Company.

7.       SEVERABILITY.  Should any term,  covenant,  condition,  or provision of
         this Agreement be held to be invalid or unenforceable, the remainder of
         the  Agreement  shall  remain  in  force  and  shall  stand  as if  the
         unenforceable  part did not exist.  The captions in this  Agreement are
         provided  for  convenience  only  and are not  part  of the  terms  and
         conditions of this Agreement.

In  witness  hereof,  the  parties  have  executed  this  Agreement  on the date
indicated below:

BEI TECHNOLOGIES, INC.                    [EMPLOYEE]


By:
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Title:                                    Date:
      ----------------------------------         -------------------------------


Date:
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Exhibit A:  Employee Proprietary Information and Inventions Agreement


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