FIRST AMENDMENT TO
                              CONSULTING AGREEMENT

This  agreement  will modify that certain  Consulting  Agreement  dated June 20,
2000, signed by Gary D. Wrench and Charles Crocker.

         1.    Pursuant to  paragraph 4 of the  Consulting  Agreement,  the term
               thereof is extended for one year (through June, 2002).

         2.    Other provisions of the Consulting Agreement are unchanged.



Signed at San Francisco, California, this 12th day of June, 2001.

CONTRACTOR                                           BEI TECHNOLOGIES, INC.

/s/ Gary D. Wrench                                   /s/ Charles Crocker
------------------                                   ---------------------------
Gary D. Wrench                                       Charles Crocker
Contractor                                           Chairman and
                                                     Chief Executive Officer


<PAGE>
                              CONSULTING AGREEMENT

The  parties  to  this  agreement  are  BEI   Technologies,   Inc.,  a  Delaware
Corporation,  ("BEI"),  OpticNet,  Inc. ("Optic"), a subsidiary of BEI, and Gary
Wrench, an independent contractor ("Wrench").

Whereas  Wrench  possesses  certain  knowledge,  experience  and skills that are
potentially useful to BEI, and Wrench is willing to provide consulting  services
to BEI and to serve as a corporate  officer of  OpticNet,  the parties  agree as
follows:

1.       Wrench will  undertake  assignments  as  directed  from time to time by
         Charles Crocker,  BEI's Chairman and Chief Executive Officer, which may
         include corporate assignments at OpticNet.

2.       The  parties  agree that  Wrench  will be  compensated  as  follows:  a
         retainer  fee of $6,000 per month plus $1,200 per day for any  activity
         exceeding  five days per month that is authorized by Mr.  Crocker.  The
         location of Wrench's  activity  will be  determined  as may be mutually
         agreed from time to time. Out of pocket expenses and authorized  travel
         will be reimbursed in accordance with normal company policy. During the
         term of this agreement, any fees that would otherwise be paid to Wrench
         for service on the company's Board of Directors will be suspended.  Any
         salaries or fees paid to Mr.  Wrench by OpticNet  will also be deducted
         from amounts due under this agreement.

3.       Nothing herein shall constitute an employment  agreement.  Any disputes
         shall be resolved in accordance with California law.

4.       The initial  term of this  agreement  is one year from the date hereof.
         Upon the  expiration of its initial term, the agreement may be extended
         in one year increments upon mutual agreement of the parties. The entire
         agreement may be cancelled at any time upon thirty days notice given in
         writing by either party.

Signed at San Francisco, California this 20th day of June, 2000.


CONTRACTOR                                  BEI TECHNOLOGIES, INC.

/s/ Gary D. Wrench                          /s/ Charles Crocker
--------------------------                  ------------------------------------
Gary D. Wrench, Contractor                  Charles Crocker
                                            Chairman and Chief Executive Officer