CONSULTING AGREEMENT
    
    
            This Consulting Agreement is entered into as of August 23,
    1996, between Electronic Fab Technology Corp., a Colorado corporation
    (the "Company"), and Gerald J. Reid (the "Consultant").
    
            The parties agree as follows:
    
    A.                Engagement.  The Company hereby agrees to engage
    Consultant and the Consultant hereby accepts such engagement on the
    terms and conditions set forth in this Agreement.
    
    A.                Duties.
    
                 (a)  Consultant shall provide technical assistance
    and personal services to the Company from time to time as requested by
    the Chief Executive Officer of the Company.  The Consultant shall be
    available for up to 40 hours a week to provide such services, but shall
    provide only such services as are requested by the Chief Executive
    Officer of the Company and are reasonably acceptable to the Consultant. 
    
                 (b)  Consultant agrees not to provide any services
    for or on behalf of the Company except those explicitly described above
    or those specifically requested by the Chief Executive Officer of the
    Company.  Consultant will not represent to any third parties that he has
    any other ability to act for or on behalf of the Company.
    
                 (c)  Consultant shall provide all office space and
    equipment as necessary to fulfill his duties under this Agreement. 
    Consultant shall perform his obligations under this Agreement as an
    independent contractor, not as an employee.  Consultant shall be
    responsible for all tax withholding and estimated tax or other tax
    payments attributable to this Agreement.
    
    A.                Term.  The initial term of this Agreement shall
    begin on the date of this Agreement and shall terminate one year from
    the date of this Agreement.  The Consultant may extend the term of this
    Agreement for up to three additional consecutive one-year periods by
    giving written notice of extension to the Company at least 15 days
    before the end of the previous one-year period.  Notwithstanding the
    foregoing, this Agreement shall be terminated as of the date set forth
    below upon the occurrence of any of the following events:
    
    1.                     immediately if the Consultant dies (except
    as specified in Section 4(d));
    
    1.                     six months after such time as the closing
    sale price of the Company's common stock on the NASDAQ trading system
    shall be $8 per share or higher for at least 20 of any 30 consecutive
    trading days;
    
    1.                     30 days after the aggregate number of
    shares of the Company's common stock sold by Consultant or his wife
    after the date of this Agreement shall equal or exceed 500,000; or
    
    1.                     such time as any person or group (as
    defined in Section 13(d) under the Securities Exchange Act of 1934),
    excluding the Consultant and his spouse, shall acquire beneficial
    ownership of shares with a majority of the voting power of the Company's
    outstanding stock entitled to vote generally in elections of directors. 
    For these purposes, the term "group" shall be defined, and beneficial
    ownership shall be determined, as provided in Section 13(d) of the
    Securities Exchange Act of 1934 and regulations of the Securities and
    Exchange Commission under such section.
    
    A.                Compensation.  Consultant shall receive the
    following compensation for his availability and services hereunder:
    
    1.                     Simultaneously with and as consideration
    for the execution and delivery of this Agreement, the Company is
    (i) making a one-time payment to Consultant of $100,000 cash and
    (ii) transferring and assigning to Consultant the Jeep Grand Cherokee
    owned by the Company that has been made available previously for
    Consultant's use.  All costs of insuring, maintaining and operating that
    vehicle will be at the Consultant's expense. 
    
    1.                     The Company shall pay to Consultant fees
    of $100,000 per year.  This amount shall be paid biweekly in arrears. 
    If at any time the total number of shares of the Company's common stock
    sold by Consultant and his wife on or after the date of this Agreement
    exceeds 100,000, then the compensation due Consultant under this Section
    4(a) shall be reduced by the amount of all proceeds received by
    Consultant or his wife from the sale of such shares in excess of 100,000
    (net of all sales commissions and other selling expenses).  Such
    reduction shall be effected by withholding any payments until the total
    amount withheld equals such excess proceeds.  If more shares are then
    sold, further compensation will be withheld on each occasion in the same
    manner.  However, under no circumstances will Consultant be required to
    return any compensation already paid to him.
    
    1.                     Throughout the term of this Agreement,
    Consultant will continue to receive health, dental and vision insurance
    as is generally made available by the Company to its employees, at no
    expense to Consultant.  This insurance shall cover both Consultant and
    his wife.  If Consultant dies, his wife will still be entitled as a
    third-party beneficiary to receive such health insurance through the
    fourth anniversary of the date of this Agreement.
    
    1.                     The Company shall reimburse Consultant for
    all expenses reasonably incurred by the Consultant in performing his
    duties under this Agreement, as such duties are approved by the
    Company's Chief Executive Officer.
    
    A.                Confidential Information.  Consultant
    acknowledges that the trade secrets, know-how and proprietary processes
    of the Company and its confidential business plans, strategies,
    concepts, prospects and financial data (collectively, "confidential
    information") are valuable, unique assets of the Company.  Consultant
    shall not, during or after the term of this Agreement, disclose any of
    the confidential information (unless already generally known to and
    available for use by the public other than as a result of a violation by
    Consultant of this Section 6 or as required by law) to any person or
    entity for any purpose, nor shall Consultant use or permit the use of
    any confidential information except, in either case, as is required for
    Consultant to perform his duties under this Agreement.
    
    A.                Covenants Not to Compete or Interfere.
    
    1.                     Scope.  In view of the unique and valuable
    consulting services that Consultant has been retained to render to the
    Company and Consultant's current and future knowledge of the customers,
    trade secrets and other proprietary information relating to the business
    of the Company and its customers and suppliers, Consultant agrees that
    during the term of this Agreement and for one year thereafter, he will
    not Participate In (as defined below) the business of electronic
    contract manufacturing.
    
    1.                     Definition.  For purposes of this
    Section 6, "Participate In"means "directly or indirectly, for his own
    benefit or for, with or through any other person, firm or corporation,
    own, manage, operate, control, lend money to or participate in the
    ownership, management, operation or control of, or be connected as a
    director, officer, employee, partner, Consultant, agent, independent
    contractor or otherwise with, or acquiesce in the use of his name in." 
    Notwithstanding the foregoing, Consultant shall not be deemed to
    Participate In a business merely because he owns less than 5% of the
    outstanding stock of a corporation (measured in voting power or equity),
    if, at the time of its acquisition by Consultant, such stock is listed
    on a national securities exchange or is reported on NASDAQ.  In
    addition, Consultant's ownership of stock of the Company will not
    violate this Section 6.  If any restriction contained in this Section 6
    is deemed to be invalid, illegal or unenforceable by reason of its
    duration, geographical scope or otherwise, then such provision shall be
    deemed reduced in extent, duration, geographical scope or otherwise by
    the minimum reduction necessary to cause the restriction to be
    enforceable.
    
    1.                     Noninterference.  During the period
    specified in Section 6(a) of this Agreement, Consultant shall not
    (i) directly or indirectly cause or attempt to cause any employee of the
    Company to leave the employ of the Company, (ii) in any way interfere
    with the relationship between the Company and any employee, customer or
    supplier, (iii) directly or indirectly hire any employee of the Company
    to work for any organization of which Consultant is an officer,
    director, employee, Consultant, independent contractor or owner of an
    equity or other financial interest, or (iv) interfere or attempt to
    interfere with any transaction in which the Company was involved during
    the term of this Agreement or his employment.
    
    A.                Intellectual Property.
    
    1.                     Consultant agrees to assign to the
    Company, or to any person or entity designated by the Company, the
    entire right, title and interest of the Consultant in and to all
    inventions, ideas, discoveries and improvements (collectively,
    "Inventions"), whether patented or unpatented, and material subject to
    copyright, made or conceived by the Consultant, solely or jointly, that
    arise out of or are related to research conducted by, for or under the
    direction of the Company, or that relate to methods, apparatuses,
    designs, products, processes or devices, sold, leased, used or under
    consideration or development by the Company at the time of such
    Invention.  Consultant further acknowledges that all copyrightable
    materials developed or produced by Consultant within the scope of his
    employment by the Company constitute works made for hire.
    
    1.                     Consultant shall communicate promptly and
    disclose to the Company, in such form as the Company may reasonably
    request, all information, details and data pertaining to any such
    inventions, ideas, discoveries and improvements described in
    paragraph 7(a) above.
    
    A.                Injunctive Relief.  Upon an actual or threatened
    breach by Consultant of Section 5, 6 or 7 of this Agreement, the Company
    shall be entitled to an injunction restraining Consultant from such
    breach.  Nothing in this Agreement shall limit the Company's ability to
    obtain any other remedies, including damages for such actual or
    threatened breach.
    
    A.                Waiver of Breach.  A waiver by the Company of a
    breach of any provision of this Agreement by Consultant shall not be
    construed as a waiver of any breach of another provision or subsequent
    breach of the same provision.
    
    A.                Severability.  The invalidity or
    unenforceability in any application of any provision in this Agreement
    will not affect the validity or enforceability of any other provision or
    of such provision in any other application.
    
    A.                Notices.  All communications, requests, consents
    and other notices provided for in this Agreement shall be in writing and
    shall be deemed given if and when delivered personally by hand, sent by
    telecopy at the appropriate number indicated below with electronic
    confirmation of receipt, or mailed by first class mail, postage prepaid,
    addressed as follows:
    
    a.                     If to the Company:
         
                           Electronic Fab Technology Corp.
                           7251 West Fourth Street
                           Greeley, Colorado 80634-9763
                           Facsimile No. (303) 893-5009
    
            with a copy to:
    
                           Holme Roberts & Owen LLC
                           1700 Lincoln
                           Suite 4200
                           Denver, Colorado 80203
                           Attn:  John F. Knoeckel, Esq.
                           Facsimile No. (303) 866-0200
    
    a.                     If to Consultant:
         
                           Gerald J. Reid
                           2150 Reservoir Road
                           Greeley, Colorado  80631
    
    or to such other address or telecopy number as either party may
    designate by notice pursuant to this Section 11.
    
    A.                Governing Law.  This Agreement shall be governed
    by Colorado law.
    
    A.                Assignment.  The Company may assign its rights
    and delegate its obligations under this Agreement to any affiliate of
    the Company or to any acquirer of substantially all of the business of
    the Company whether through merger, purchase of assets, purchase of
    stock or otherwise.  Otherwise, neither party may assign any rights or
    delegate any duties under this Agreement.  This Agreement shall be
    binding upon and inure to the benefit of the parties and their
    respective legal representatives, heirs, and permitted successors and
    assigns.
    
    A.                Entire Agreement.  This Agreement sets forth the
    entire agreement and understanding of the parties and supersedes all
    prior understandings, agreements or representations by the parties,
    written or oral, that relate to the subject matter of this Agreement. 
    In particular, the parties hereby terminate Consultant's Employment
    Agreement with the Company dated as of February 28, 1994, and Consultant
    shall not be entitled to any severance or other payments or benefits,
    and shall have no obligations, under such terminated agreement. 
    Consultant hereby resigns all positions he may hold with the Company
    other than his membership on the Board of Directors, his position as
    Chairman of the Board and the position as outside consultant described
    in Section 2.
    
    A.                Amendments.  No provision of this Agreement may
    be amended or waived except by an instrument in writing signed by the
    party sought to be charged with the amendment or waiver.
    
            Executed as of the date set forth on page 1.
    
                                ELECTRONIC FAB TECHNOLOGY CORP.
    
    
    
    By    Stuart W. Fuhlendorf       
     
    
    
    
    
          Gerald J. Reid             
          Gerald J. Reid