CONSULTING AGREEMENT





         This Consulting Agreement ("Agreement") is dated as of July 18, 2002,

by and between DOMINICK PAGANO ("Consultant") and EDAC TECHNOLOGIES CORPORATION,

a Wisconsin corporation (the "Company").



                                    RECITALS



         A. Consultant has significant experience and knowledge of the

operations and manufacturing processes of the Company's businesses.



         B. Company desires to retain Consultant in a consulting and advisory

capacity and Consultant desires to be so retained pursuant to the terms and

conditions of this Agreement.



                                   AGREEMENTS



         NOW, THEREFORE, in consideration of the terms and conditions

hereinafter set forth, the Company and Consultant agree as follows:



         1. Consulting Services. During the term of this Agreement, Consultant

shall be available at reasonable times to provide the review and advisory

services set forth on Exhibit A, attached hereto, (collectively, the

"Services"). Notwithstanding anything in this Agreement to the contrary, Company

shall retain the exclusive and absolute control over the general operation of

the business of the Company, including, but not limited to, management of

payables and receivables, purchasing and selling of assets, pricing, personnel

decisions and inventory control.



         2. Term and Termination of Agreement.





              (a) Initial Term. The term of Consultant's engagement under this

Agreement shall commence on the date hereof and shall continue until December

17, 2002; provided, however, that this Agreement may be extended by mutual

agreement in writing of the parties.



              (b) Termination. This Agreement may be terminated as follows:





                   (i) At any time by mutual agreement of the parties.



                   (ii) Immediately, upon the death or disability of Consultant.





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                   (iii) In the event of a material breach of this Agreement,

the nonbreaching party may provide written notice of the breach and terminate

this Agreement at any time after a reasonable opportunity to cure such breach.

If the breaching party, prior to expiration of the cure period, has cured the

breach, this Agreement shall remain in effect, provided the breaching party

promptly reimburses the nonbreaching party for any reasonable damages the

nonbreaching party may have incurred.



                   (iv) At any time by either party with seven days' prior

written notice to the other party.



              (c) Effect of Termination. Upon termination of this Agreement, for

any reason, the parties hereto shall have no further obligation hereunder except

for obligations accruing prior to the effective date of termination or as

otherwise provided in section 9.



         3. Consideration for Consultant's Services. As consideration for

Consultant's agreement to render the Services, the Company shall pay to

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