Sigma Circuits, Inc.

CONSULTING AGREEMENT

THIS AGREEMENT ("Agreement") is by and between ROBERT P. CUMMINS, an 
independent contractor and consultant ("Consultant") and SIGMA CIRCUITS, INC. 
("Company") and is effective as of March 1, 1997 ("Effective Date").

In consideration of the mutual promises stated in the paragraphs that 
follow, the Company and Consultant agree as follows:

1.	Engagement of Services.  Consultant is hereby retained by the Company to 
complete the services described in Exhibit A (the "Services").  The manner and 
means by which Consultant chooses to complete the Projects are in Consultant's 
sole discretion and control. Consultant agrees to exercise the highest degree of
professionalism, and utilize its expertise and creative talents in performing 
such Services.  In performing the Services, Consultant agrees to provide his own
equipment, tools and other materials at his own expense.  The Company will make 
its facilities and equipment available to Consultant when necessary.  Consultant
shall be responsible for all expenses incurred in performing services under this
Agreement, except for reasonable preapproved travel expenses, which shall be 
reimbursed by the Company.  Consultant shall perform the services necessary to 
satisfy his obligations under this Agreement in a timely and professional manner
consistent with industry standards at a location, place and time which the 
Consultant deems appropriate.  Nothing in this Agreement shall restrict the 
ability of Consultant to serve as a member of the Company's Board of Directors 
and to receive such compensation and benefits as the Company determines to 
provide to the members of its Board of Directors who are not employees of the 
Company.

2.	Fees and Taxes.  On the Effective Date, the Company shall pay Consultant 
twenty thousand dollars ($20,000) for work performed to date.  Thereafter, 
Consultant shall be paid fees for work performed for Services at the rate of 
$2500 dollars per month.  Consultant shall be entitled to no additional 
compensation, except for the reimbursement of expenses described above, for 
services performed under the terms of this Agreement.  Consultant agrees to 
submit invoices to the Company on a monthly basis.  The Company accepts no 
responsibilities for the expenditure by Consultant of more dollars than this 
Agreement authorizes.  As an independent contractor, the Company will not 
withhold or make payments for state or federal income tax or social security; 
make unemployment insurance or disability insurance contributions; or obtain 
workers' compensation insurance on Consultant's behalf.  The Company will issue 
Consultant a 1099 form with respect to Consultant's fees.  Consultant agrees to 
accept exclusive liability for complying with all applicable state and federal 
laws governing self-employed individuals, including obligations such as payment 
of quarterly taxes, social security, disability and other contributions based on
the fees paid to Consultant, its agents or employees under this Agreement.  
Consultant hereby indemnifies and defends the Company against any and all such 
taxes or contributions.

3.	Consultant not an Employee.  Consultant agrees that it is the express 
intention of both Consultant and the Company that Consultant is an independent 
contractor and not an employee, agent, joint venturer or partner of the Company.
Consultant agrees not to hold itself out as, or give any person or entity any 
reason to believe, that Consultant is an employee, agent, joint venturer or 
partner of the Company.  Consultant agrees not to bind the Company, unless 
expressly authorized by the Company in writing.  Consultant will not receive any
employee benefits such as paid holidays, vacations, sick leave or other such 
paid time off, or participate in Company-sponsored health insurance or 
other employee benefit plans.

4.	Proprietary Information and Noncompetition.  As a condition of this 
Agreement, Consultant hereby agrees to sign and abide by the Company's 
Proprietary Information and Inventions Agreement, attached hereto as Exhibit B. 
Consultant retains the right to engage in work activities for entities other 
than the Company.  However, Consultant agrees that, throughout the independent 
contractor relationship, Consultant will not, without obtaining the Company's 
prior written approval, directly or indirectly engage or prepare to engage in 
any activity in competition with the Company, accept employment or provide 
services to, or establish a business relationship with a business or individual
engaged in or preparing to engage in competition with the Company.

5.	Workforce.  Consultant may maintain a qualified workforce which may 
perform services under this Agreement.  The Company will not control, direct or 
supervise Consultant's workforce.  Consultant agrees that all of its employees 
or agents who perform any work for the Company under this Agreement will sign 
the Company's Proprietary Information and Inventions Agreement.  Consultant 
further agrees that it will provide the Company with the original signed copy of
such agreements prior to such individuals' commencement of work for the Company.
Consultant assumes full and sole responsibility for the payment of all 
compensation, tax withholding, social security contributions, workers' 
compensation payments, disability insurance contributions, unemployment 
insurance contributions and expenses of its workforce.  Consultant hereby 
indemnifies the Company from any and all claims or liabilities arising out of 
any of Consultant's obligations to its workforce, including but not limited to 
injury, disability or death of Consultant's employees or agents.

6.	Termination.  This Agreement shall be effective on the Effective Date and 
shall continue in effect until June 30, 1997, unless terminated earlier as set 
forth in this paragraph.  Either the Company or Consultant may terminate this 
Agreement at any time by giving the other party fifteen (15) days written 
notice.  In the event Consultant materially breaches any of the covenants in 
this Agreement, the Company may terminate this Agreement immediately upon 
written notice, provided that if the reason for termination is failure to timely
perform the Services set forth in Exhibit A, the Company shall provide 
Consultant with fifteen (15) days advance written notice and an opportunity to 
cure the breach during the notice period.

7.	General.  This Agreement shall bind the heirs, personal representatives, 
successors, assigns, executors and administrators of both Consultant and the 
Company, and inure to the benefit of both Consultant and the Company, their 
heirs, successors and assigns.  This Agreement, including Exhibits A and B, 
constitutes the complete, final and exclusive embodiment of the entire agreement
between Consultant and the Company with respect to the terms and conditions of 
the subject matter hereof.  This Agreement is entered into without relying upon 
any promise, warranty or representation, written or oral, other than those 
expressly contained in this Agreement, and it supersedes any other such 
promises, warranties, representations or agreements.  This Agreement may not be 
amended or modified except by a written instrument signed by both Consultant and
a duly authorized officer of the Company.  This Agreement shall be construed and
interpreted in accordance with the laws of the State of California.  If any 
provision of this Agreement is determined to be invalid or unenforceable, in 
whole or in part, this determination will not affect any other provision of this
Agreement.  A failure of either Consultant or the Company to enforce at any time
or for any period of time the provisions of this Agreement shall not be 
construed to be a waiver of such provisions or of the right of Consultant or the
Company to enforce each and every such provision.

	IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of 
the date first written above.

SIGMA CIRCUITS, INC.		               CONSULTANT

By: 					
Date:                           					Date:  	
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