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                                                                    EXHIBIT 10.8

                              CONSULTING AGREEMENT

This Consulting Agreement ("AGREEMENT") is made and entered into as of August 1,
1998 between:

  * CONSULTANT  DAN RASDAL, having a principal place of business at:
    10840 Mora Drive, Los Altos, CA  94024

        AND

  * SYMMETRICOM, INC, having a principal place of business at:
    2300 Orchard Parkway, San Jose, CA 95131



INDEPENDENT CONTRACTOR STATUS

It is the express intention of the parties that Consultant is an independent
contractor and not an employee, agent, joint venturer or partner of SymmetriCom.
It is acknowledged that Consultant is on the Board of Directors of SymmetriCom.
Nothing in the agreement shall be interpreted or construed as creating or
establishing the relationship of employer and employee between Consultant and
SymmetriCom or any employee or agent of SymmetriCom.  Both parties acknowledge
that Consultant is not an employee for state or federal tax purposes.
Consultant shall retain the right to perform services for others during the term
of this agreement.


SERVICES TO BE PERFORMED BY CONSULTANT

SPECIFIC SERVICES/SCOPE OF WORK

 Consultant will provide to SymmetriCom assistance on various projects as
 approved by the Chairman of the Board.

METHOD OF PERFORMING SERVICES

 Consultant will determine the method, details, and means of performing the
 above-described services.  SymmetriCom shall have no right to, and shall not,
 control the manner or determine the method of accomplishing Consultant's
 services.

PROPERTY RIGHTS

 With respect to designs of any type or description, drawings, specifications,
 software development, and/or other copyrightable subject matter developed by
 Consultant pursuant to any Specific Services, Consultant agrees that the
 relationship of Consultant and SymmetriCom is and will be considered  a "work
 made for hire".  As such, Consultant agrees that SymmetriCom will be deemed to
 be the author and copyright owner of all copyrightable subject matter created
 by Consultant pursuant to any Specific Services.

 Consultant will promptly make full written disclosure to SymmetriCom, will hold
 in trust for the sole right and benefit of SymmetriCom, and will assign to
 SymmetriCom all of Consultant's right, title, and interest in and to any and
 all inventions, original works of authorship, developments, improvements,
 and/or trade secrets which Consultant conceives, develops, or reduces to
 practice, or causes to be conceived, developed, or reduced to practice, in
 connection with any Specific Services.

 Consultant will assist SymmetriCom to obtain United States or foreign letters
 patent, copyrights, or mask work rights covering inventions, original works or
 authorship, developments, improvements, and/or trade secrets which are assigned
 hereunder to SymmetriCom, and SymmetriCom will compensate Consultant at a
 reasonable rate for time actually spent by Consultant at SymmetriCom's request
 for such assistant.

NON-DISCLOSURE OF INFORMATION

 For the purposes of this Agreement, the term "Confidential Information" refers
 to information and/or materials which
   1. SymmetriCom designates to Consultant as confidential or proprietary;
   2. relate to customer lists, financial information, or other subject matter
      pertaining to any business of SymmetriCom;
   3. are provided to SymmetriCom by any one or more of its customers and which
      relate to the business, business needs, requirements, and/or specification
      of its customers; and
   4. directly or indirectly relate to
       (a) the design and/or specifications of a systems which incorporates a
           product that performs a complete transferal of a function (a
           "System"),
       (b) all aspects of software applicable to a System, including, without
           limitation, the logic and coherence thereof,
       (c) circuit board designs directly or indirectly related to a System, and
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       (d) logic designs for filters and/or circuit boards, that are directly or
           indirectly related to a System, including, without limitation,
           simulations thereof.

 Consultant agrees that the Confidential Information is confidential and
 proprietary to SymmetriCom, will be held in trust and confidence by Consultant,
 and will be safeguarded by Consultant to the same extent that Consultant
 safeguards information and material of similar confidential character in
 Consultant's own business which in no event will be less than the safeguards
 that a reasonably prudent businessperson would exercise under similar
 circumstances.  To those ends, Consultant will take all reasonable steps to
 ensure that all those persons having access through Consultant to the
 Confidential Information will observe and perform the provisions of this
 paragraph.

 Consultant agrees it will not, in any manner, divulge, disclose, communicate,
 publish, reproduce, or use, directly or indirectly, any of the Confidential
 Information either during the term of this Agreement or at any time thereafter,
 except as required in the course of performing any Specific Services/Scope of
 Work; provided, however, that the restrictions in this paragraph will not apply
 to that portion of the Confidential Information which is or becomes a matter of
 general public knowledge other than by a breach of this Agreement by
 Consultant, or to information which Consultant lawfully receives from any third
 party under circumstances which Consultant has a reason to believe rightfully
 permits the independent disclosure thereof by such third party to others.

 Consultant agrees to promptly notify SymmetriCom of circumstances known or
 learned by Consultant surrounding any access, possession, or use of the
 Confidential Information not authorized by this Agreement.  Consultant will
 send such notice in writing by overnight delivery service, communication
 charges prepaid, to the address for SymmetriCom set forth herein.

PLACE OF WORK

 Consultant shall perform the services required by this Agreement at any place
 or location and at such times as Consultant shall determine.


COMPENSATION

In consideration for the services to be performed by Consultant, SymmetriCom
agrees to pay Consultant as stated below or as stated on attached Purchase
Order.

 $10,416.67 per month as a retainer for services, plus an additional expense
 amount of $881.30.  This consultant agreement is expected to last until July
 1999.

 Additional expenses incurred for such items as air transportation, taxi and
 hotels should be billed at the actual cost by presenting an invoice or having
 the service direct bill to SymmetriCom.

EXPENSES

 Consultant shall be responsible for costs and expenses incident to the
 performance of services for SymmetriCom, including but not limited to costs of
 equipment provided by Consultant, all fees, fines, licenses, bonds or taxes
 required of or imposed against Consultant and all other of Consultant's costs
 of doing business.  SymmetriCom shall be responsible for no expenses incurred
 by Consultant in performing services for SymmetriCom except as noted above
 under Compensation.


OBLIGATIONS OF CONSULTANT

INDEMNIFICATION OF LIABILITY

 Consultant warrants that it has the right to enter into and to fully meet all
 of the requirements of this Agreement and to do so without conflicts or
 liability to others.  Consultant warrants that services performed is the sole
 product of Consultant's own effort and that in performing such services
 Consultant will not infringe upon nor violate any patent, copyright, trademark,
 trade secret, nor other property rights of a third party.

 Consultant has obligations to SymmetriCom and prior obligations to prior
 employment or consultation engagements to protect all information and content
 of trade secrets existing between the Consultant and these entities.
 Therefore:

   1. Consultant will obtain releases to consult with SymmetriCom from any
      employers in the same industry in which Consultant is a Consultant for
      SymmetriCom.  These will be original copy statements and be labeled
      Attachment B.

   2. Consultant will obtain releases from any consulting engagements that
      Consultant has completed in the prior three (3) years which are directly
      competitive or the same equipment or software design technology as that of
      SymmetriCom.  These will be original copy statements and be labeled
      Attachment C.

                                                   Consulting Agreement * Page 2
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TOOLS AND INSTRUMENTALITIES

 Consultant will supply all tools and instrumentalities required to perform the
 services under this Agreement.  Consultant is not required to purchase or rent
 any tools, equipment or services from SymmetriCom.

WORKERS' COMPENSATION

 Consultant agrees to hold harmless and indemnify SymmetriCom for any and all
 claims arising out of any injury, disability, or death of Consultant.

ASSIGNMENT

 Neither this Agreement nor any duties or obligations under this Agreement may
 be assigned by Consultant without the prior consent of SymmetriCom.

STATE AND FEDERAL TAXES

 As Consultant is not SymmetriCom's employee, Consultant is responsible for
 paying all required state and federal taxes.


OBLIGATIONS OF SYMMETRICOM

COOPERATION OF SYMMETRICOM

 SymmetriCom agrees to comply with all reasonable requests of Consultant and
 provide access to all documents reasonably necessary to the performance of
 Consultant's duties under this Agreement.

ASSIGNMENT

 Neither this Agreement nor any duties or obligations under this Agreement may
 be assigned by SymmetriCom without the prior written consent of Consultant.


TERMINATION OF AGREEMENT

TERMINATION FOR CONVENIENCE

Either party may terminate this agreement for its convenience upon thirty (30)
days' advance written notice to the other party.

TERMINATION ON OCCURRENCE OF STATED EVENTS

 This Agreement shall terminate automatically on the occurrence of any of the
 following events:
   1. bankruptcy or insolvency of either party;
   2. sale of the business of either party; or
   3. death of either party.

TERMINATION BY SYMMETRICOM FOR DEFAULT OF CONSULTANT

 Should Consultant default in the performance of this Agreement or materially
 breach any of its provisions, SymmetriCom, at SymmetriCom's option, may
 terminate this Agreement by giving twenty-four (24) hour written notification
 to Consultant.  For the purposes of this section, material breach of this
 Agreement shall include, but not be limited to the breach by Consultant of any
 of its obligations in section "Services to be Performed by Consultant, Non-
 Disclosure of Information, and Indemnification of Liability" above.

TERMINATION BY CONSULTANT FOR DEFAULT OF SYMMETRICOM

 Should SymmetriCom default in the performance of this Agreement or materially
 breach any of its provisions, Consultant, at the Consultant's option, may
 terminate this Agreement by giving twenty-four (24) hour written notice to
 SymmetriCom.

TERMINATION FOR FAILURE TO MAKE AGREED-UPON PAYMENTS

 Should SymmetriCom fail to pay Consultant all or any part of the compensation
 set forth in COMPENSATION section of this Agreement on the date due,
 Consultant, at the Consultant's option, may terminate this Agreement if the
 failure is not remedied by SymmetriCom within sixty (60) days from the date
 payment is due.


GENERAL PROVISIONS

NOTICES

 Any notices to be given hereunder by either party to the other may be effected
 either by personal delivery in writing or by mail, registered or certified,
 postage prepared with return receipt requested.  Mailed notices shall be
 addressed to the parties at the addresses appearing in the introductory
 paragraph of this Agreement, but each party may change the address by written
 notice 

                                                   Consulting Agreement * Page 3
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 in accordance with this paragraph.  Notices delivered personally will be
 deemed communicated as of actual receipt; mailed notices will be deemed
 communicated as of two days after mailing.

ENTIRE AGREEMENT OF THE PARTIES

 This Agreement supersedes any and all Agreements, either oral or written,
 between the parties hereto with respect to the rendering of services by
 Consultant for SymmetriCom and contains all the covenants and Agreements
 between the parties with respect to the rendering of such services in any
 manner whatsoever.  Each party to this Agreement acknowledges that no
 representations, inducements, promises, or agreements, orally or otherwise,
 have been made by any party, or anyone acting on behalf of any party, which are
 not embodied herein, and that no other agreement, statement, or promise not
 contained in this Agreement shall be valid or binding.  Any modification of
 this Agreement will be effective only if it is in writing signed by the party
 to be charged.

PARTIAL INVALIDITY

 If any provision in this Agreement is held by a court of competent jurisdiction
 to be invalid, void, or unenforceable, the remaining provisions will
 nevertheless continue in full force without being impaired or invalidated in
 any way.

ATTORNEYS' FEES

 If any action at law or in equity, including an action for declamatory relief,
 is brought to enforce or interpret the provisions of this Agreement, the
 prevailing party will be entitled to reasonable attorneys' fees, which may be
 set by the court in the same action or in a separate action brought for that
 purpose, in addition to any other relief to which that party may be entitled.

GOVERNING LAW

 The validity, interpretation, and performance of this Agreement will be
 controlled by and construed under the laws of the State of California.

The parties hereto acknowledge that each has read this Agreement, understands
it, and agrees to be bound by its terms.  Executed to be effective as of the day
and year first above written.


CONSULTANT                            SYMMETRICOM,INC.


                                      Rick Oliver
-------------------------------       -------------------------------
Company Name                          Name of Chairman of the Board


    /s/ Dan Rasdal                    /s/ Rick Oliver
-------------------------------       -------------------------------
Signature of Consultant               Signature of Chairman of the Board



-------------------------------       -------------------------------
Business License Number               Date


8-26-98
-------------------------------
Date



RETURN COMPLETED AGREEMENT FORM WITH ATTACHMENTS TO:

   * SYMMETRICOM, INC.

     2300 Orchard Parkway, San Jose, CA 95131   attn:  Human Resources


*  ATTACHMENTS

Attachment A  not necessary
Attachment B  (Releases to consult with SymmetriCom from employers in same
              industry, refer to Indemnification of Liabilities) - none
              provided as of August 1, 1998
Attachment C  (Releases from previous consulting engagements; refer to
              Indemnification of Liabilities) - not necessary 
              Approved Purchase Order to be attached