[GRAPHIC OMITTED]
                                   The Merrill Lynch Nonqualified Deferred
                                   Compensation Plan Trust Agreement

                                   (Areas highlighted in grey will be completed
                                   by Merrill Lynch Trust.)

TRUST UNDER:
BEI Medical Systems Company, Inc.

DEFERRED COMPENSATION PLAN(1)

This Agreement made this day of 7/15, 1999, by and between BEI Medical Systems
Co., Inc. (Company)

and Merrill Lynch Trust

of ________________, a ________________ corporation (Trustee);

WHEREAS, Company has adopted the Nonqualified Deferred Compensation Plan
identified above and such other Plan(s) as are listed in Appendix A.

WHEREAS, Company has incurred or expects to incur liability under the terms of
such Plan(s) with respect to the individuals participating in such Plan(s).

WHEREAS, Company wishes to establish a trust (the "Trust") and to contribute to
the Trust assets that shall be held therein, subject to the claims of Company's
creditors in the event of the Company's insolvency, as herein defined, until
paid to Plan participants and their beneficiaries in such manner and at such
times as specified in the Plan(s);

WHEREAS, it is the intention of the parties that this Trust shall constitute an
unfunded arrangement and shall not affect the status of the Plan(s) as an
unfunded plan maintained for the purpose of providing deferred compensation for
a select group of management or highly compensated employees for purpose of
Title I of the Employee Retirement Income Security Act of 1974.

WHEREAS, it is the intention of Company to make contributions to the Trust to
provide itself with a source of funds to assist it in the meeting of its
liabilities under the Plan(s);

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the
Trust shall be comprised, held and disposed of as follows:

Section 1. Establishment of Trust.

(a) Company hereby deposits with Trustee in trust such cash and/or marketable
securities, if any, listed in Appendix B, which shall become the principal of
the Trust to be held, administered and disposed of by Trustee as provided in
this Trust Agreement.

(b) The Trust hereby established shall be irrevocable.

(c) The Trust is intended to be a grantor trust, of which Company is the
grantor, within the meaning of subpart E, part 1, subchapter J, chapter 1,
subtitle A of the Internal Revenue Code of 1986, as amended, and shall be
construed accordingly.

(d) The principal of the Trust, and any earnings thereon, shall be held separate
and apart from other funds of Company and shall be used exclusively for the uses
and purposes of Plan participants and general creditors as herein set forth.
Plan participants and their beneficiaries shall have no preferred claim on, or
any beneficial ownership interest in, any assets of the Trust. Any rights
created under the Plan(s) and this Trust Agreement shall be mere unsecured
contractual rights of Plan participants and their beneficiaries against Company.
Any assets held by the Trust will be subject to the claims of Company's general
creditors under federal and state law in the event of insolvency, as defined in
Section 3(a) herein.

(e) Company, in its sole discretion, may at any time, or from time to time, make
additional deposits of cash or other property in trust with Trustee to augment
the principal to be field, administered and disposed of by Trustee as provided
in this Trust Agreement. Neither Trustee nor any Plan participant or beneficiary
shall have any right to compel such additional deposits.

(f) Trustee shall not be obligated to receive such cash and/or property unless
prior thereto Trustee has agreed that such cash and/or property is acceptable to
Trustee and Trustee has received such reconciliation, allocation, investment or
other information concerning, or representation with respect to, the cash and/or
property as Trustee may require. Trustee shall have no duty or authority to (a)
require any deposits to be made under the Plan or to Trustee; (b) compute any
amount to be deposited under the Plan to Trustee; or (c) determine whether
amounts received by Trustee comply with the Plan. Assets of the Trust may, in
Trustee's discretion, be held in an account with an affiliate of Trustee.

Section 2. Payments to Plan Participants and Their Beneficiaries.

(a) With respect to each Plan participant, Company shall deliver to Trustee a
schedule (the "Payment Schedule") that indicates the amounts payable in respect
of the participant (and his or her beneficiaries), that provides a formula or
other instructions acceptable to Trustee for determining the amounts so payable,
the form in which such amount is to be paid (as provided for or available under
the Plan(s)), and the time of commencement for payment of such amounts. The
Payment Schedule shall be delivered to Trustee not more than 30 business days
nor fewer than 15 business days prior to the first date on which a payment is to
be made to the Plan Participant. Any change to a payment Schedule shall be
delivered to Trustee not more than 30 days nor fewer than 15 days prior to the
date on which the first payment is to be made in accordance with the changed
Payment Schedule. Except as otherwise provided herein, Trustee shall make
payments to Plan participants and their beneficiaries in accordance with such
Payment Schedule. The Trustee shall make provisions for the reporting and
withholding of any federal, state or local taxes that

(1) This trust is intended to comply with the model grantor trust requirement of
Revenue Procedure 92-64. While Merrill Lynch believes that this Trust Agreement
complies with the Revenue Procedure, it provides no assurance that modifications
to the additional terms contained herein would not be required by the Internal
Revenue Service during the review process in the event the Company were to apply
for a ruling as to the tax consequences of its plan and this trust. If the
Company desires to obtain such a ruling from the Internal Revenue Service, a
copy of this Trust Agreement with all substituted or additional language
underlined as required by the Revenue Procedure is available through your
Merrill Lynch Financial Consultant.


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<PAGE>

                                   continued

may be required to be withheld with respect to the payment of benefits pursuant
to the terms of the Plan(s) and shall pay amounts withheld to the appropriate
taxing authorities or determine that such amounts have been reported, withheld
and paid by Company, it being understood among the parties hereto that (1)
Company shall on a timely basis provide Trustee specific information as to the
amount of taxes to be withheld and (2) Company shall be obligated to receive
such withheld taxes from Trustee and properly pay and report such amounts to the
appropriate taxing authorities.

(b) The entitlement of a Plan participant or his or her beneficiaries to
benefits under the Plan(s) shall be determined by Company or such party as it
shall designate under the Plan(s), and any claim for such benefits shall be
considered and reviewed under the procedures set out in the Plan(s).

(c) Company may make payment of benefits directly to Plan participants or their
beneficiaries as they become due under the terms of the Plan(s). Company shall
notify Trustee of its decision to make payment of benefits directly prior to the
time amounts are payable to participants or their beneficiaries. In addition, if
the principal of the Trust, and any earnings thereon, are not sufficient to make
payments of benefits in accordance with the terms of the Plan(s), Company shall
make the balance of each payment as it falls due. Trustee shall notify Company
where principal earnings are not sufficient.

(d) Trustee shall have not responsibility to determine whether the Trust is
sufficient to meet the liabilities under the Plan(s), and shall not be liable
for payments or Plan(s) liabilities in excess of the value of the Trust's
assets.

Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When
Company Is Insolvent.

(a) Trustee shall cease payment of benefits to Plan participants and their
beneficiaries if the Company is insolvent. Company shall be considered
"insolvent" for purposes of this Trust Agreement if (i) Company is unable to pay
its debts as they become due, or (ii) Company is subject to a pending proceeding
as a debtor under the United States Bankruptcy Code.

(b) At all times during the continuance of this Trust, as provided in Section
1(d) hereof, the principal and income of the Trust shall be subject to claims of
general creditors of Company under federal and state law as set forth below.

      (1) The Board of Directors and the Chief Executive Officer of Company (or,
if there is no Chief Executive Officer, the highest ranking officer) shall have
the duty to inform Trustee in writing of Company's insolvency. If a person
claiming to be a creditor of Company alleges in writing to Trustee that Company
has become insolvent, Trustee shall determine whether Company is insolvent and,
pending such determination, Trustee shall discontinue payment of benefits to
Plan participants or their beneficiaries.

      (2) Unless Trustee has actual knowledge of Company's insolvency, or has
received notice from Company or a person claiming to be a creditor alleging that
Company is insolvent, Trustee shall have no duty to inquire whether Company is
insolvent. Trustee may in all events rely on such evidence concerning Company's
solvency as may be furnished to Trustee and that provides Trustee with a
reasonable basis for making a determination concerning Company's solvency.

      (3) If at any time Trustee has determined that Company is insolvent,
Trustee shall discontinue payments to Plan participants or their beneficiaries
and shall hold the assets of the Trust for the benefit of Company's general
creditors. Nothing in this Trust Agreement shall in any way diminish any rights
of Plan Participants or their beneficiaries to pursue their rights as general
creditors of Company with respect to benefits due under the Plan(s) or
otherwise.

      (4) Trustee shall resume the payment of benefits to Plan participants or
their beneficiaries in accordance with Section 2 of this Trust Agreement only
after Trustee has determined that Company is not insolvent (or is no longer
insolvent).

(c) Provided that there are sufficient assets, if Trustee discontinues the
payment of benefits from the Trust pursuant to Section 3(b) hereof and
subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to Plan
participants or their beneficiaries under the terms of the Plan(s) for the
period of such discontinuance, less the aggregate amount of any payments made to
Plan participants provided for hereunder during any such period of
discontinuance; provided that Company has given Trustee the information with
respect to such payments made during the period of discontinuance prior to
resumption of payments by Trustee.

Section 4. Payments to Company.

      Except as provided in Section 3 hereof, since the Trust is irrevocable in
accordance with Section 1(b) hereof, Company shall have no right or power to
direct Trustee to return to Company or to divert to others any of the Trust
assets before all payment of benefits have been made to Plan participants and
their beneficiaries pursuant to the terms of the Plan(s).

Section 5. Investment Authority.

(a) Trustee may invest in securities (including stock or rights to acquire
stock) or obligations issued by Company. All rights associated with assets of
the Trust shall be exercised by Trustee or the person designated by Trustee, and
shall in no event be exercised by or rest with Plan participants, except that
voting rights with respect to Trust assets will be exercised by Company unless
an investment adviser has been appointed pursuant to Section 5(c) and voting
authority has been delegated to such investment adviser.

(b) Company shall have the right at any time, and from time to time in its sole
discretion, to substitute assets of equal fair market value for any asset held
by the Trust. This right is exercised by Company in a nonfiduciary capacity
without the approval or consent of any person in a fiduciary capacity.

(c) Trustee may appoint one or more investment advisers who are registered as
investment advisers under the Investment Advisers Act of 1940, who may be
affiliates of Trustee, to provide investment advice on a discretionary or
nondiscretionary basis with respect to all or a specified portion of the assets
of the Trust.

(d) Trustee, or Trustee's designee, is authorized and empowered:

      (1) To invest and reinvest Trust assets, together with the income
therefrom, in common stock, preferred stock, convertible preferred stock, bonds,
debentures, convertible debentures and bonds, mortgages, notes, commercial paper
and other evidences of indebtedness (including those issued by Trustee), shares
of mutual funds (which funds may be sponsored, managed or offered by an
affiliate of Trustee), guaranteed investment contracts, bank investment
contracts, other securities, policies of life insurance, annuity contracts,
options, options to buy or sell securities or other assets, and all other
property of any type (personal, real or mixed, and tangible or intangible);

      (2) To deposit or invest all or any part of the assets of the Trust in
savings accounts or certificates of deposit or other deposits in a bank or
savings and loan association or other depository institution, including Trustee
or any of its affiliates, provided with respect to such deposits with Trustee or
an affiliate the deposits bear a reasonable interest rate;


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<PAGE>

                                    continued

      (3) To hold, manage, improve, repair and control all property, real or
personal, forming part of the Trust; to sell, convey, transfer, exchange,
partition, lease for any term, even extending beyond the duration of this Trust,
and otherwise dispose of the same from time to time;

      (4) To hold in cash, without liability for interest, such portion of the
Trust as is pending investments, or payment of expenses, or the distribution of
benefits;

      (5) To take such actions as may be necessary or desirable to protect the
Trust from loss due to the default on mortgages held in the Trust including the
appointment of agents or trustees in such other jurisdictions as may seem
desirable, to transfer property to such agents or trustees, to grant to such
agents such powers as are necessary or desirable to protect the Trust, to direct
such agent or trustee, or to delegate such power to direct, and to remove such
agent or trustee;

      (6) To settle, compromise or abandon all claims and demands in favor of or
against the Trust;

      (7) To exercise all of the further rights, powers, options and privileges
granted, provided for, or vested in trustees generally under the laws of the
state in which Trustee is incorporated as set forth above, so that the powers
conferred upon Trustee herein shall not be in limitation out of any authority
conferred by law, but shall be in addition thereto;

      (8) To borrow money from any source and to execute promissory notes,
mortgages or other obligations and to pledge or mortgage any trust assets as
security; and

      (9) To maintain accounts at, execute transactions through, and lend on an
adequately secured basis stocks, bonds or other securities to, any brokerage or
other firm, including any firm that is an affiliate of Trustee.

Section 6. Additional Powers of Trustee.

      To the extent necessary or which it deems appropriate to implement its
powers under Section 5 or otherwise to fulfill any of its duties and
responsibilities as Trustee of the Trust, Trustee shall have the following
additional powers and authority:

      (a) To register securities, or any other property, in its name or in the
name of any nominee, including the name of any affiliate or the nominee name
designated by any affiliate, with or without indication of the capacity in which
property shall be held, or to hold securities in bearer form and to deposit any
securities or other property in a depository or clearing corporation;

(b) To designate and engage the services of, and to delegate powers and
responsibilities to, such agents, representatives, advisers, counsel and
accountants as Trustee considers necessary or appropriate, any of whom may be an
affiliate of Trustee or a person who renders services to such an affiliate, and,
as a part of its expenses under this Trust Agreement, to pay their reasonable
expenses and compensation;

(c) To make, execute and deliver, as Trustee, any and all deeds, leases,
mortgages, conveyances, waivers, releases or other instruments in writing
necessary or appropriate for the accomplishment of any of the powers listed in
this Trust Agreement; and

(d) Generally to do all other acts that Trustee deems necessary or appropriate
for the protection of the Trust.

Section 7. Disposition of Income.

(a) During the term of this Trust, all income received by the Trust, net of
expenses and taxes, shall be accumulated and reinvested.

Section 8. Accounting by Trustee.

(a) Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between
Company and Trustee. Within 90 days following the close out of each calendar
year and within 90 days after removal or resignation of Trustee, Trustee shall
deliver to the Company a written account of its administration of the Trust
during such year or during the period from the close of the last preceding year
to the date of such removal or resignation, setting forth all investments,
receipts, disbursements and other transactions effected by it, including a
description of all securities and investments purchased and sold with the cost
or net proceeds of such purchases or sales (accrued interest paid or receivable
being shown separately), and showing all cash, securities and other property
held in the Trust at the end of such year or as of the date of such removal or
resignation, as the case may be. Trustee may satisfy its obligation under this
Section 8 by rendering to Company monthly statements setting forth the
information required by this Section separately for the month covered by the
statement.

Section 9. Responsibility and Indemnity of Trustee.

(a) Trustee shall act with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims, provided, however, that Trustee shall incur no
liability to any person for any action taken pursuant to a direction, request or
approval given by Company which is contemplated by, and in conformity with, the
terms of the Plan(s) and this Trust and is given in writing by Company. Trustee
shall also incur no liability to any person for any failure to act in the
absence of direction, request or approval from Company that is contemplated by,
and in conformity with, the terms of this Trust. In the event of a dispute
between Company and a party, Trustee may apply to a court of competent
jurisdiction to resolve the dispute.

(b) Company hereby indemnifies Trustee and each of its affiliates (collectively,
the "Indemnified Parties") against, and shall hold them harmless from, any and
all loss, claims, liability, and expense, including reasonable attorneys' fees,
imposed upon or incurred by any Indemnified Party as a result of any acts taken,
or any failure to act, in accordance with the directions from Company or any
designee of Company, or by reason of the Indemnified Party's good faith
execution of its duties with respect to the Trust, including, but not limited
to, its holding of assets of the Trust. Company's obligations in the foregoing
regard to be satisfied promptly by Company, provided that in the event the loss,
claim, liability or expense involved is determined by a no longer appealable
final judgment entered in a lawsuit or proceeding to have resulted from the
gross negligence our willful misconduct of Trustee, Trustee shall promptly on
request thereafter return to Company any amount previously received by Trustee
under this Section with respect to such loss, claim, liability our expense. If
Company does not pay such costs, expenses and liabilities in a reasonably timely
manner, Trustee may obtain payment from the Trust without direction from
Company.

(c) Trustee may consult with legal counsel (who may also be counsel for Company
generally) with respect to any of its duties or obligations hereunder.

(d) Trustee may hire agents, accountants, actuaries, investment advisers,
financial consultants or other professionals to assist it in performing any of
its duties or obligations hereunder.

(e) Trustee shall have, without exclusion, all powers conferred on Trustee by
applicable law, unless expressly provided otherwise herein, provided, however,
that if an insurance policy is held as an asset of the Trust, Trustee shall have
no power to name a beneficiary of the policy other than the Trust, to assign the
policy (as distinct from conversion of the policy to a different form) other
than to a successor Trustee, or to loan to any person the proceeds of any
borrowing against such policy.


13-F
<PAGE>

                                    continued

(f) However, notwithstanding the provisions of Section 9(e) above, Trustee may
loan to Company the proceeds of any borrowing against an insurance policy held
as an asset of the Trust.

(g) Notwithstanding any powers to Trustee pursuant to this Trust Agreement or to
applicable law, Trustee shall not have any power that could give this Trust the
objective of carrying on a business and dividing the gains therefrom, within the
meaning of section 301.7701-2 of the Procedure and Administrative Regulations
promulgated pursuant to the Internal Revenue Code.

Section 10. Compensation and Expenses of Trustee.

      Trustee is authorized, unless otherwise agreed by Trustee, to withdraw
from the Trust without direction from Company the amount of its fees in
accordance with the fee schedule agreed to by Company and Trustee. Company shall
pay all administrative expenses, but if not so paid, the expenses shall be paid
from the Trust.

Section 11. Resignation and Removal of Trustee.

(a) Trustee may resign at any time by written notice to Company, which shall be
effective 30 days after receipt of such notice unless Company and Trustee agree
otherwise.

(b) Trustee may be removed by Company on 30 days notice or upon shorter notice
accepted by Trustee.

(c) Upon resignation or removal of Trustee and appointment of a successor
Trustee, all assets shall subsequently be transferred to the successor Trustee.
The Transfer shall be completed within 60 days after receipt of notice of
resignation, removal or transfer, unless Company extends the time limit,
provided that Trustee is provided assurance by Company satisfactory to Trustee
that all fees and expenses reasonably anticipated will be paid.

(d) If Trustee resigns or is removed, a successor shall be appointed, in
accordance with Section 12 hereof, by the effective date of resignation or
removal under paragraphs(s) (a) or (b) of this section. If no such appointment
has been made, Trustee may apply to a court of competent jurisdiction for
appointment of a successor or for instructions. All expenses of Trustee in
connection with the proceedings shall be allowed as administrative expense of
the Trust.

(e) Upon settlement of the account and transfer of the Trust assets to the
successor Trustee, all rights and privileges under this Trust Agreement shall
vest in the successor Trustee and all responsibility and liability of Trustee
with respect to the Trust and assets thereof shall terminate subject only to the
requirement that Trustee execute all necessary documents to transfer the Trust
assets to the successor Trustee.

Section 12. Appointment of Successor.

(a) If Trustee resigns or is removed in accordance with Section 11(a) or (b)
hereof, Company may appoint any third party, such as a bank trust department or
other party that may be granted corporate trustee powers under state law, as a
successor to replace Trustee upon resignation or removal. The appointment shall
be effective when accepted in writing by the new Trustee, who shall have all of
the rights and powers of the former Trustee, including ownership rights in the
Trust assets. The former Trustee shall execute any instrument necessary or
reasonably requested by Company or the successor Trustee to evidence the
transfer.

(b) The successor Trustee need not examine the records and acts of any prior
Trustee and may retain or dispose of existing Trust assets, subject to Sections
7 and 8 hereof. The successor Trustee shall not be responsible for and Company
shall indemnity and defend the successor Trustee from any claim on liability
resulting from any action or inaction of any prior Trustee or from any other
past event, or any condition existing at the time it becomes successor Trustee.

Section 13. Amendment or Termination.

(a) This Trust Agreement may be amended by a written instrument executed by
Trustee and Company. Notwithstanding the foregoing, no such amendment shall
conflict with the terms of the Plan(s) or shall make the Trust revocable since
the Trust is irrevocable in accordance with Section 1(b) hereof.

(b) The Trust shall not terminate until the date on which Plan participants and
their beneficiaries are no longer entitled to benefits pursuant to the terms of
the Plan(s). Upon termination of the Trust any assets remaining in the Trust
shall be returned to Company.

(c) Upon written approval of participants or beneficiaries entitled to payment
of benefits pursuant to the terms of the Plan(s), Company may terminate this
Trust prior to the time all benefit payments under the Plan(s) have been made.
All assets in the Trust at termination shall be returned to Company.

Section 14. Miscellaneous.

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective
to the extent of any such prohibition, without invalidating the remaining
provisions hereof.

(b) Benefits payable to Plan participants and their beneficiaries under this
Trust Agreement may not be anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered or subjected to attachment, garnishment, levy,
execution or other legal or equitable process.

(c) This Trust Agreement shall be governed by and construed in accordance with
the laws of the state in which Trustee is incorporated as set forth above.

(d) The provisions of Sections 2(d), 3(b)(3), 9(b) and 15 of this Agreement
shall survive termination of this Agreement.

(e) The rights, duties, responsibilities, obligations and liabilities of Trustee
are as set forth in this Trust Agreement, and no provision of the Plan(s) or any
other documents shall affect such rights, responsibilities, obligations and
liabilities. If there is a conflict between provisions of the Plan(s) and this
Trust Agreement with respect to any subject involving Trustee, including but not
limited to the responsibility, authority or powers of Trustee, the provisions of
this Trust Agreement shall be controlling.

(f) For purposes of this Trust, Change of Control shall mean: The purchase or
other acquisition by any person, entity or group of persons, entity or group of
person, within the meaning of section 13(d) or 14(d) of the Securities Exchange
Act of 1934 ("Act"), or any comparable successor provisions, of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 30
percent or more of either the outstanding shares of common stock or the combined
voting power of Company's then outstanding voting securities entitled to vote
generally, or the approval by the stockholders of Company of a reorganization,
merger, or consolidation, in each case, with respect to which persons who were
stockholders of Company immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own more than 50 percent of the
combined voting power entitled to vote generally in the election of directors of
the reorganized, merged or consolidated Company's then outstanding securities,
or a liquidation or dissolution of Company or of the sale of all or
substantially all of Company's assets.

Section 15. Arbitration.

o Arbitration is final and binding on the parties.


14-F
<PAGE>

                                    continued

o The parties waive their right to seek remedies in court, including the right
to jury trial.

o Pre-arbitration discovery is generally more limited than and different from
court proceedings.

o The arbitrators' award is not required to include factual findings or level
reasoning and any party's right to appeal or seek modification of rulings by the
arbitrators is strictly limited.

o The panel of arbitrators will typically include a minority of arbitrators who
were or are affiliated with the securities industry.

Company agrees that all controversies that may arise between Company and either
or both the Trustee and its affiliate Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S") in connection with the Trust, including, but not limited
to, those involving any transactions, or the construction, performance, or
breach of this or any other agreement between Company and either or both the
Trustee and MLPF&S, whether entered into prior, on, or subsequent to the date
hereof, shall be determined by arbitration. Any arbitration under this agreement
shall be conducted only before the New York Stock Exchange, Inc., the American
Stock Exchange, Inc., or arbitration facility provided by any other exchange of
which MLPF&S is a member, the National Association of Securities Dealers, Inc.,
or the Municipal Securities Rulemaking Board, and in accordance with its
arbitration rules then in force. Company may elect in the first instance whether
arbitration shall be conducted before the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., other exchange of which MLPF&S is a member, the
National Association of Securities Dealers, Inc., or the Municipal Securities
Rulemaking Board, but if Company fails to make such election, by registered
letter or telegram addressed to Merrill Lynch Trust, Employee Benefit Trust
Operations, P.O. Box 30532, New Brunswick, New Jersey 08989-0532, before the
expiration of five days after receipt of a written request from MLPF&S and/or
the Trustee to make such election, then MLPF&S and/or the Trustee may make such
election. Judgment upon the award of arbitrators may be entered in any court,
state or federal, having jurisdiction. No person shall bring a putative or
certified class action to arbitration, nor seek to enforce any pre-dispute
arbitration agreement against any person who has initiated in court a putative
class action; who is a member of putative class who has not opted out of the
class with respect to any claims encompassed by the putative class action until:

(i) the class certification is denied;

(ii) the class is decertified; or

(iii) the customer is excluded from the class by the court. Such forbearance to
enforce an agreement to arbitrate shall not constitute a waiver of any rights
under this agreement except to the extent stated herein.

Section 16. Effective Date.

      The effective date of this Trust Agreement shall be 7/15, 1999.

IN WITNESS WHEREOF, Company and the Trustee have executed this Trust Agreement
each by action of a duly authorized person.

      By signing this Agreement, the undersigned Company acknowledges (1) that,
in accordance with Section 15 of this Agreement, Company is agreeing in advance
to arbitrate any controversies that may arise with either or both the Trustee or
MLPF&S and (2) receipt of a copy of this Agreement.

--------------------------------------------------------------------------------
BEI Medical Systems Company, Inc.
---------------------------------
(Company)


By /s/ Richard W. Turner
   ------------------------------

Name/Title: Richard W. Turner
            ---------------------

President & CEO
---------------------------------
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Add second signature if required:

By: /s/ Thomas W. Fry
   ------------------------------

Name/Title: Thomas W. Fry
            ---------------------

V.P., Finance & Administration
---------------------------------
--------------------------------------------------------------------------------

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

_________________________________
(Trustee)

By: _____________________________
            (Signature)

Name/Title: _____________________

_________________________________
--------------------------------------------------------------------------------

Appendix A

Name of Nonqualified Deferred Compensation Plan(s):

BEI Medical Systems Company, Inc. Deferred Compensation Plan

_______________________________________________________ Plan

Appendix B

Deposit of cash and/or marketable securities to the Trust:

Cash: $_________________________________________________________________________

Marketable Securities:__________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


                                 "Company Copy"


15-F