PRODUCT DEVELOPMENT AND MARKETING AGREEMENT


     THIS PRODUCT DEVELOPMENT AND MARKETING AGREEMENT (this "Agreement") is made
and entered into as of the 25th day of September, 1996, by and between LARSON
DAVIS INCORPORATED, a Nevada corporation ("Larson Davis"), and SYSTEM SALES
REPRESENTATIVES, INC., a Vermont corporation ("SSRI"), based on the following:

                                    Premises

     A.   SSRI has established businesses through which it sells products and
provides services in the Electrical Industry (as defined in this Agreement).

     B.   Larson Davis is the owner of certain technology that it believes will
permit it to develop and manufacture products ("Products") for sale through the
established businesses of SSRI to the Electrical Industry.

     C.   The parties desire to each provide resources and to cooperate in the
identification, design, development, and marketing of Products to the Electrical
Industry, on the terms and conditions set forth in this Agreement.

     D.   On completion of the development of Products, the parties desire that
SSRI act as the exclusive world-wide sales representative for the Products in
the Electrical Industry on the terms and conditions set forth in this Agreement.

                                   Agreement

     NOW, THEREFORE, based on the foregoing premises and for and in
consideration of the covenants and agreements hereinafter set forth, and the
mutual benefits to the parties to be derived therefrom, it is hereby agreed as
follows:

     1.   Definitions.  The following terms shall have the meanings indicated
when used in this Agreement:

          "Alpha Version" - The initial prototype of a Product suitable for
     demonstration and initial testing of the potential capabilities and
     functionalities of the Product to be evaluated internally by the parties
     for design and function suggestions.

          "Beta Version" - A prototype of the proposed Product designed to be
     provided to third-parties for testing and evaluation of design and
     functionality by potential users of the Product.

          "Electrical Industry" - That industry comprised of (i) electrical
     generators, transmission entities, and marketers of commercial electrical
     energy; and (ii) industrial and commercial owners and users of electrical
     transmission, distribution, and generation apparatus to the extent that the
     marketing and sale of Products is targeted for use in such electrical
     apparatus.

          "Products" - Monitoring systems for application in electrical
     transmission, distribution, and generation apparatus as they are
     identified, designed, and developed by the parties under the terms of this
     Agreement, which will include all unique products identified by the parties
     and developed under the terms of this Agreement that are based on the
     Technology and designed to be marketed to the Electrical Industry, all as
     more specifically identified on Exhibit "A" attached hereto and
     incorporated herein by this reference, as such exhibit may be modified from
     time to time.

          "SSRI" - System Sales Representatives, Inc., a Vermont corporation,
     and any firm, partnership, corporation, limited liability company, or other
     legal entity that directly or indirectly controls or is controlled by or is
     under common control with System Sales Representatives, Inc., including its
     corporate parent, Weidmann International Corporation.

          "Technology" - The knowledge, techniques, expertise, and skills owned
     by LarsonoDavis, but only to the extent that they are currently owned by
     LarsonoDavis, which will be incorporated into the design and development of
     the Products, specifically including the patents and other technology
     listed on Exhibit "B" attached hereto and incorporated herein by this
     reference, as they exist as of the date of this Agreement and as they may
     be developed, expanded, and refined during the course of this Agreement.
     "Technology" shall not include knowledge, techniques, expertise, and skills
     generally known or used by third parties.

     2.   Design and Feasibility Stage.  The parties agree to undertake the
following efforts, which are collectively referred to as the "design and
feasibility stage."  Each party will be responsible for its own costs incurred
by it in connection with meeting its obligations as set forth below.  During the
design and feasibility stages, and for a period of 30 days following completion
of such stage, either party can terminate this Agreement at any time on 30 days
written notice to the other party.

          2.1  Identification of Products.  LarsonoDavis has initially targeted
     the development of certain Products based on its Technology that it
     believes have potential application in the Electrical Industry.  SSRI has
     experience and expertise in selling Products to the Electrical Industry and
     in understanding the needs of such industry.  The initial phase of the
     Product development will be the joint identification of potential Products
     with the highest expectations for success, based on the perceived demand in
     the Electrical Industry for such Products, the technological feasibility of
     such Products, the manufacturing costs and potential pricing of such
     Products, and similar factors deemed critical by the parties, on a
     cooperative basis by SSRI and Larson Davis.  Larson Davis shall provide
     individuals skilled in engineering and the technical aspects of the
     Technology, and SSRI shall provide individuals experienced and
     knowledgeable about the Electrical Industry, potential competing products,
     and marketing in such industry.  The Product design team shall work
     cooperatively to identify and provide the initial design criteria for
     potential Products for marketing in the Electrical Industry.  The parties
     have agreed to undertake such initial Product identification and design on
     the time schedule set forth on Exhibit "C" attached hereto and incorporated
     herein by this reference, as may be amended from time to time by the mutual
     consent of the parties.

          2.2  Development of Products.  Subsequent to the completion of the
     Product identification and design, Larson Davis, with the input of the SSRI
     design team, shall undertake the development of the identified Products,
     including both hardware and software.  Larson Davis shall provide the
     technical support for such development while SSRI shall provide input on
     the Product specifications plus compliance with all applicable industry
     standards (for example, compliance with applicable standards of Underwriter
     Laboratory, ANSI, IEC, and other industry groups).  On completion of an
     Alpha Version of the hardware and software, Larson Davis shall conduct
     internal Product test programs and complete the additional development
     effort to create a Beta Version suitable for testing by SSRI and potential
     customers.  SSRI shall identify leading customers of the Product in the
     Electrical Industry and make suitable arrangements for beta site testing of
     the Product by such customers and shall provide any necessary interface
     between LarsonoDavis and such potential customers with respect to the
     testing and feedback for Product refinement.  The parties shall work
     together, with Larson Davis providing technical expertise and SSRI
     providing marketing input and feedback from potential users of the Product,
     to refine the Product and incorporate the suggestions arising from the
     testing of the Alpha and Beta Versions, all to the extent commercially
     reasonable.  The Product development is targeted by the parties to be
     completed in the time frame set forth in Exhibit "C," as may be amended
     from time to time by the mutual consent of the parties.

          2.3  Marketing Plan and Market Analysis.  At the time of delivery by
     Larson Davis of the Beta Version of any particular Product, SSRI shall
     initiate a formal marketing plan and market analysis ("Marketing Plan and
     Analysis") of the potential and markets for the Product, including pricing,
     competition, Product introduction strategies, customary warranties and
     technical support, size of potential market, production requirements, rate
     of potential market penetration, sales minimums, marketing strategies,
     advertising campaign, identification of trade shows targeted for
     demonstrations, and advertising budget.  The parties anticipate that the
     Marketing Plan and Analysis will be completed in the time frame specified
     on Exhibit "C," as may be amended from time to time by the mutual consent
     of the parties.

          2.4  Development of Production Plan.  Larson Davis, with the input of
     SSRI, shall develop a production plan ("Production Plan") specifying the
     production facilities required for manufacturing the Products, the
     identification of any third-party manufacturers for components to be used
     in the Products and/or the Products, the need for and size of the inventory
     necessary for Product introduction and ongoing sales, the timing and size
     of initial deliveries, the identification and quantification of necessary
     quality controls, and the extent of field and in-house technical support.
     The parties anticipate that the production design shall be completed on the
     schedule set forth on Exhibit "C," as may be amended from time to time by
     the mutual consent of the parties.

     3.   Manufacturing and Marketing Conventions.  Subsequent to the completion
of the design and feasibility stage, the parties shall, based on the information
developed for and contained in the Marketing Plan and Analysis and Production
Plan, cooperate to agree to commercially reasonable manufacturing and marketing
conventions as set forth below.  Until an agreement in writing on these matters
is reached or the parties agreed in writing that Larson Davis should commit to
the construction or furnishing of production facilities by entering into an
agreement with a third-party for the production of the Products, by commencing
construction of production facilities, by committing to purchase a material
amount of equipment (in excess of $10,000), or by otherwise making a material
commitment with respect to such production facilities, either party can
terminate this Agreement on 30 days written notice to the other party.

          3.1  Pricing of Products.  The parties agree to openly discuss fair
     and equitable pricing of the Products based on the Marketing Plan and
     Analysis, Production Plan, and such other information as may be available
     to the parties concerning industry expectations, expected demand, costs of
     manufacturing, and other factors influencing the pricing of the Products.
     The parties agree to work together in good faith to agree on the price, and
     changes thereto, to SSRI of the Products, although it is anticipated that
     the Products will be sold to SSRI by Larson Davis at a discount of
     approximately 25% from the anticipated sales price to customers in the
     Electrical Industry.  The price of the Products to SSRI can only be changed
     on 60 days written notice to SSRI by Larson Davis and may not be changed
     more than once in any 12 month period.  If a change in the price to SSRI at
     any time during the term of this Agreement would result in less than a 25%
     discount to SSRI, SSRI shall have the right, at any time during the 60 day
     period following the written notice to SSRI of the price change, to
     terminate this Agreement by delivering written notice of its intent to do
     so to Larson Davis during such period.  Any such termination shall take
     effect 30 days after the written notice from SSRI to Larson Davis.

          3.2  Procedure for Orders.  Products shall be ordered by completing an
     order form agreed to by the parties and containing such terms and
     conditions as may be commercially reasonable in the Electrical Industry.
     The order form may be amended from time to time on agreement of the
     parties.  Orders placed with Larson Davis on the order forms can only be
     accepted by LarsonoDavis and shall not be binding absent such acceptance.
     Product orders must specifically set forth information with respect to the
     identity of the Products desired, shipping instructions, and requested
     delivery dates.  To the extent commercially reasonably, orders shall be
     filled by Larson Davis in compliance with the information provided.

          3.3  Cancellation Charges.  The parties shall agree on a cancellation
     policy that contains a minimum period for such cancellation to be effective
     and provides for an appropriate charge for all untimely cancellations.  The
     cancellation policy may differ depending on the size and materiality of the
     order, the uniqueness of the Products ordered, the production planning time
     requirement, and other factors the parties deem reasonable.

          3.4  Manner of Payment.  All orders shall be placed directly by SSRI.
     Payment for orders shall be due from SSRI within 30 days of shipment of the
     Product.  In the event that any amount has not been paid to Larson Davis
     within 90 days of shipment, the unpaid portion of the obligation shall
     thereafter bear interest at a rate of 1-1/2% per month.

          3.5  Sales Minimums.  Based on the Marketing Plan and Analysis and the
     Production Plan, the parties shall agree on minimum sales amounts for each
     Product in the geographical areas of the world.  Such sales minimums may
     provide for an initial introduction period with increasing amounts to be
     met during subsequent time periods.  The minimum sales amounts shall be set
     forth on Exhibit "D" attached hereto and incorporated herein by this
     reference which shall be attached to this Agreement and become a part
     thereof.  SSRI's exclusive rights to market and sell the Products shall
     remain in effect so long as the minimums set forth on Exhibit "D" for the
     identified geographical markets are met or exceeded.  To the extent that
     such sales minimums are not met for a particular geographic market,
     LarsonoDavis shall have the right to terminate SSRI's exclusive rights to
     such geographical market by providing 30 days written notice to SSRI of its
     failure to meet the minimum sales requirements.  Subsequent to the
     termination SSRI's exclusive rights in any geographical market, Larson
     Davis shall have the right to directly, or indirectly through sales
     representatives or distributors, sell Products into such geographical
     market; provided that, such failure was not the result of Larson Davis not
     delivering Products or meeting production schedules.

          3.6  Warranty of Products.  Based on the Marketing Plan and Analysis
     and the Production Plan, the parties shall establish the terms and
     conditions of the warranties to be provided to the end user of the Products
     by Larson Davis and the terms and conditions of any support and maintenance
     program to be offered to end users of the Products by Larson Davis, Larson
     Davis will provide all services required by the warranty and support
     agreements in a commercially reasonable manner.  Larson Davis shall also
     make available an employee to sit on boards or committees in which SSRI is
     a member that establish or recommend standards in the Electrical Industry.

     4.   Appointment of SSRI.  On agreement by the parties to the manufacturing
and marketing conventions pursuant to Section 3 and subject to all of the terms
of this Agreement, Larson Davis appoints SSRI as its sole and exclusive world-
wide (the "Territory") representative in the Electrical Industry to market and
sell the Products identified on Exhibit "A."  The Products included on Exhibit
"A" shall be updated by the mutual consent of the parties in writing from time
to time during the term of this Agreement.  SSRI accepts this appointment and
agrees to use its commercially reasonable efforts to promote the image, product
identification, and sale of the Products in the Electrical Industry.  SSRI shall
not offer for sale in any geographical market in which it has the exclusive
rights to market the Products other products that compete with the Products
subsequent to the date that is six months after the market introduction (first
commercial sales subsequent to the refinement of the Beta Version testing) of
any Product.  Larson Davis represents and confirms that it will not, directly or
indirectly, sell, offer to sell, or permit the sale of, Products to the
Electrical Industry, directly or through distributors other than SSRI, except to
the extent that SSRI is no longer the exclusive distributor in all or a portion
of the Territory.  SSRI acknowledges that Larson Davis has existing products and
is and will continue to develop additional products outside of the terms of this
Agreement that are not specifically designed for use in the Electrical Industry
but which may have applications in such industry.  Nothing in this Agreement
shall restrict Larson Davis' right to market such products, directly or
indirectly, in any industry, including the Electrical Industry or to market the
Products developed under this Agreement outside of the Electrical Industry.  As
new Products are identified, designed, and developed pursuant to the terms of
this Agreement and identified as such in writing by SSRI and Larson Davis, they
shall be added to Exhibit "A" and become subject to the terms and conditions of
this Agreement.

     5.   Marketing Responsibilities.  SSRI shall use its commercially
reasonable efforts to solicit orders for sales of the Products by advertising,
making symposium presentations, mailings, sponsoring booths at trade shows,
arranging for trade journal articles, and such other methods as may be
appropriate to the marketing of the Products in the Electrical Industry, in
accordance with the Marketing Plan and Analysis as it may be updated from time
to time.  SSRI shall from time to time, but not less often than semi-annually
provide LarsonoDavis with a written update to its Marketing Plan and Analysis
and review any changes thereto with LarsonoDavis.  In the course of marketing
the Products, SSRI shall actively seek out new applications for the Products in
the Electrical Industry and shall provide commercially reasonable follow-up of
sales leads obtained from any source.  SSRI shall be responsible for all
expenses for marketing and sales efforts for the Products within the Electrical
Industry, except that Larson Davis shall provide, at its cost, Product brochures
and application notes.  SSRI's marketing efforts shall include, without
limitation, advertising, mailing of marketing materials, participating in trade
shows, conducting surveys, and conducting demonstrations of the Products, in
accordance with the Marketing Plan and Analysis as it may be updated from time
to time.  SSRI shall not make any claims or warranties with respect to the
Products, except as authorized in writing by LarsonoDavis.  Larson Davis shall
provide in a timely manner and in good faith, any technical data and assistance
reasonably required by SSRI in performing its marketing functions.  Larson Davis
shall provide SSRI with literature, technical specifications, engineering
materials, and such other information as may be needed to design a marketing
program and solicit sales of the Products. Larson Davis shall promptly refer any
inquiries, requests, and/or orders for the Products in the Electrical Industry
to SSRI and SSRI will promptly notify LarsonoDavis of any inquiries, requests,
and/or orders for the Products related to other markets.  SSRI may pursue such
sales to other markets unless Larson Davis, within ten days, notifies SSRI that
for SSRI to do so would conflict with other marketing or distribution rights
with respect to LarsonoDavis' products then in effect.

     6.   Manufacturing of Products.  Subsequent to the agreement of the parties
on the Manufacturing and Marketing Conventions, LarsonoDavis shall, at its cost,
make arrangements for production facilities for the Products in accordance with
the Production Plan.  Larson Davis shall use commercially reasonable efforts to
manufacture the Products in a timely manner and to maintain an appropriate level
of inventory to meet the sales efforts of SSRI.  SSRI shall provide Larson Davis
on an ongoing basis with estimates of its future requirements and information
concerning its marketing efforts and the potential impact of such efforts on
production requirements.  Larson Davis shall provide SSRI on an ongoing basis
with estimates of its production capacity and timing and the potential impact of
the production efforts of Larson Davis on the marketing of SSRI and the
fulfillment of orders in accordance with the terms included in such orders.
Larson Davis shall manufacture, package, and ship the Products in accordance
with good business practices.  Larson Davis shall provide adequate installation
and operation instructions with all Products.  Deliveries of Products shall be
made in accordance with the directions of SSRI, to the extent commercially
reasonable.  All shipments shall be free on board at Larson Davis' manufacturing
facilities.  All costs of shipping, export or import licenses, tariffs, duties,
and transfer taxes required to deliver the Products shall be paid by the
customer.

     7.   Trade Secrets.

          (a)  Information disclosed by one party to the other party in
     connection with Product development, marketing, and sales as contemplated
     by this Agreement, including the names and locations of customers,
     marketing plans, or other business information, and any proprietary
     technical information, shall be held confidential by the party to whom such
     information is disclosed.  Each party agrees not to disclose any such
     information to any person, firm, or entity without the prior written
     consent of the other party.  This section 13 shall not apply to (i)
     information that at the time of disclosure to a party hereto was already in
     the possession of the recipient; (ii) information that is or becomes
     published or otherwise made generally available to the public, other than
     by a breach of this Agreement; and (iii) information that is obtained by a
     party hereto from a third party, other than a representative or affiliate
     of the other party hereto, without obligation of confidentiality by any
     party in the chain of disclosure.

          (b)  System Sales Representatives, Inc., agrees to obtain the written
     agreement of any other entity included in the definition of "SSRI" which
     has access to the confidential information of LarsonoDavis to be bound by
     the provisions of this section.

          (c)  It is also agreed that monetary damages for any breach of the
     provisions of this section 13 are inadequate and, without prejudice to the
     other rights and remedies otherwise available to it, each party, or any
     successor to the business of any such party, shall be entitled to seek and
     obtain temporary or injunctive relief for any breach or threatened breach
     of any of the provisions of section 13 of this Agreement without the
     necessity of posting a bond.

          (d)  The terms of this section 13 shall apply during the term of this
     Agreement, any renewal thereof, and for three years after termination or
     expiration of this Agreement.

     8.   Non-Solicitation.  The parties agree that during the term of this
Agreement, any renewal thereof, and for one year after termination or expiration
of this Agreement, the parties will not, directly or indirectly, solicit for
employment, service or consulting arrangement, or hire any employee of the other
party; provided, however, that the foregoing provision will not prevent the
parties from employing any such person who contacts them on his or her own
initiative without any direct or indirect solicitation by the party in question.

     9.   Ownership of Technology.  SSRI acknowledges that the Technology is
owned by Larson Davis and Larson Davis acknowledges that technology owned or
developed by SSRI may be incorporated into or used by the Products.  The parties
agree that nothing in this Agreement, including any developments, advances, or
refinements as a result of the work undertaken pursuant to this Agreement, shall
give SSRI any ownership or claim to ownership in the Technology or Larson Davis
any ownership or claim to ownership in SSRI's technology.  To the extent that a
Product incorporates the Technology and technology owned by SSRI, neither party
can manufacture or market such Product subsequent to the term of this Agreement
without the joint agreement of both parties.

     10.  Term of Agreement and Termination.

          (a)  Subject to the specific provisions of sections 2 and 3 permitting
     the parties to terminate this Agreement on 30 days written notice under
     certain circumstances, the initial term of this Agreement shall be for ten
     years, commencing upon the date first written above, and may be renewed for
     renewal terms of five years each only on the written consent of the parties
     thereto, unless sooner terminated by either party as provided herein.

          (b)  In the event that either party shall, during the initial or
     renewal terms of this Agreement, commit a material breach of this
     Agreement, the other party may, after 60 days written notice of said breach
     and if said breach is not fully remedied during said 60 day period,
     immediately terminate this Agreement upon the expiration of said 60 day
     notice period.  Notwithstanding the foregoing, if the breaching party
     promptly commences and diligently pursues a cure of the breach following
     receipt of such notice but such breach cannot be cured within said 60 day
     period despite its good faith efforts, said period shall be extended for
     such additional time as may reasonably be required to effect a cure (but in
     no event longer than an additional 30 days).

          (c)  In the event that, at any time during the term or any renewal
     term hereof, either party terminates its business, or any bankruptcy,
     reorganization, arrangement, insolvency, or liquidation proceedings, or
     other proceedings for the relief of debtors, are instituted by or against
     such party, and, if instituted against such party, are allowed against such
     party or are not consented or dismissed, stayed, or otherwise nullified
     within 30 days after such institution, the other party may, upon written
     notice to such party, terminate this Agreement effective immediately.

          (d)  In the event that no Beta Version of a Product is developed,
     delivered, installed, refined, and ready to be manufactured by June 30,
     1998, this Agreement may be terminated by either party hereto upon 30 days
     written notice to the other party hereto (unless otherwise agreed in a
     writing by the parties).  Such notice must be given not later than August
     1, 1998.

          (e)  Neither party shall be liable to the other for compensation,
     reimbursement, lost profits, incidental, or consequential damages, or
     damages of any other kind or character because of termination of this
     Agreement pursuant to the aforesaid termination provisions (or because of
     its non-renewal.)  Termination or expiration of this Agreement shall be
     without prejudice to any claims by either party against the other existing
     on the date of termination or expiration.

          (f)  The provisions of sections 7, 8, 9, 10, 12 and 13 shall survive
     termination of this Agreement for any reason.

     11.  Insurance.  LarsonoDavis shall obtain and maintain, at its own
expense, such Product liability insurance as is generally carried in Larson
Davis' industry, which insurance shall name SSRI as an additional insured.  Such
insurance shall provide adequate protections for SSRI and LarsonoDavis against
any such claims or suits in amounts to be agreed to by the parties.  Larson
Davis shall have such insurance in place at the time of delivery of any Beta
Version to third parties and submit to SSRI a fully paid policy or certificate
of insurance naming SSRI as an insured party and providing that the insurer
shall not terminate or materially modify such insurance without written notice
to SSRI at least 30 days in advance thereof.

     12.  Indemnification.

          (a)  Larson Davis acknowledges that SSRI is an independent
     representative without any authority or control over the production or
     quality of Products or the conduct of Larson Davis' employees.  Therefore,
     LarsonoDavis hereby indemnifies and holds SSRI harmless from, and against
     all liability, claims, losses, costs, expenses, or damages however caused
     by reason of any Products manufactured or designed by LarsonoDavis (whether
     or not defective) or any act or omission of Larson Davis, including, but
     not limited to, any injury (whether to body, property, personal, or
     business character or reputation) sustained by any person or to any person
     or to property, and for infringement of any patent rights or other rights
     of third parties, and for any violation of municipal, state, federal laws,
     or regulations governing the Products or their sale, which may result from
     the solicitation of orders for delivery, or the distribution of Products in
     the Territory.  Notwithstanding the foregoing, Larson Davis shall have no
     obligation to indemnify or hold SSRI harmless for any liability, claims,
     losses, costs, expenses, or damages caused by any act or omission of SSRI.
     For purposes of this indemnity, if SSRI receives any notice in writing of
     any claim against it for which indemnification will be sought hereunder,
     SSRI shall notify Larson Davis in writing within 45 days after SSRI
     receives any such notice.  Larson Davis shall have the right but not the
     obligation of contesting, defending, litigating, or settling any matter in
     respect of which indemnification is claimed, and all expenses (including,
     without limitation, attorneys' fees) incurred in connection therewith shall
     be paid by Larson Davis.  In the event Larson Davis declines to contest,
     defend, litigate, or settle any such claim, Larson Davis shall immediately
     notify SSRI, and Larson Davis shall then be liable for, shall indemnify
     SSRI against, and shall pay all defense costs and expenses, including
     reasonable attorneys' fees incurred by SSRI in defending, litigating, or
     settling any such claim.  In the event LarsonoDavis does contest, defend,
     litigate, or settle such claim, SRI shall nevertheless have the right to
     retain personal counsel in any such contest, defense, litigation, or
     settlement and, unless Larson Davis shall fail vigorously to prosecute or
     defend such matter, as the case may be, Larson Davis shall not be liable
     for any expense or legal fees incurred by SSRI in any such participation.
     LarsonoDavis shall have the exclusive right, in its discretion exercised in
     good faith and upon the advice of counsel, to settle any such matter,
     either before or after the initiation of litigation, at such time and upon
     such terms as it deems fair and reasonable; provided that, SSRI's consent
     shall be required for any entry of judgment or any settlement (i) which
     does not result in or include as an unconditional term thereof the giving
     by the claimant to SSRI of a release from all liability as to such matter
     or (ii) which results in any adverse consequences to SSRI.

          (b)  SSRI hereby indemnifies and holds Larson Davis harmless from and
     against all liability, claims, losses, costs, expenses, or damages incurred
     or suffered by Larson Davis by reason of the assertion of any claim or the
     institution of any litigation against Larson Davis, which is based upon any
     breach by SSRI of this Agreement.  Notwithstanding the foregoing, SSRI
     shall have no obligation to indemnify or hold Larson Davis harmless for any
     liability, claims, losses, costs, expenses, or damages caused by any act or
     omission of Larson Davis.  For purposes of this indemnity, if Larson Davis
     receives any notice in writing of any claim against it for which
     indemnification will be sought hereunder, Larson Davis shall notify SSRI in
     writing within 45 days after Larson Davis receives any such notice.  SSRI
     shall have the right but not the obligation of contesting, defending,
     litigating, or settling any matter in respect of which indemnification is
     claimed, and all expenses (including, without limitation, attorneys' fees)
     incurred in connection therewith shall be paid by SSRI.  In the event SSRI
     declines to contest, defend, litigate, or settle any such claim, SSRI shall
     immediately notify Larson Davis, and SSRI shall then be liable for, shall
     indemnify Larson Davis against, and shall pay all defense costs and
     expenses, including reasonable attorneys' fees incurred by Larson Davis in
     defending, litigating, or settling any such claim.  In the event SSRI does
     contest, defend, litigate, or settle such claim, LarsonoDavis shall
     nevertheless have the right to retain personal counsel in any such contest,
     defense, litigation, or settlement and, unless SSRI shall fail vigorously
     to prosecute or defend such matter, as the case may be, SSRI shall not be
     liable for any expense or legal fees incurred by Larson Davis in any such
     participation.  SSRI shall have the exclusive right, in its discretion
     exercised in good faith and upon the advice of counsel, to settle any such
     matter, either before or after the initiation of litigation, at such time
     and upon such terms as it deems fair and reasonable; provided that, Larson
     Davis' consent shall be required for any entry of judgment or any
     settlement (i) which does not result in or include as an unconditional term
     thereof the giving by the claimant to Larson Davis of a release from all
     liability as to such matter or (ii) which results in any adverse
     consequences to Larson Davis.

     13.  Arbitration.

          (a)  Any disputes arising under this Agreement shall, if not resolved
     between the parties within 60 days after written notice of any alleged
     violation or breach of this Agreement has occurred, be submitted to final
     and binding arbitration under the Commercial Arbitration Rules of the
     American Arbitration Association. The Arbitrator shall be selected by
     mutual agreement of the parties within 30 days after a demand for
     arbitration is filed with the American Arbitration Association.  If the
     parties fail to select an Arbitrator, an Arbitrator shall be selected by
     the Regional Administrator of the American Arbitration Association, or by
     his delegate.  The Arbitrator shall have the authority to resolve all
     issues in dispute with respect to this Agreement, including the
     Arbitrator's own jurisdiction.  All expenses of arbitration shall be borne
     equally.

          (b)  Arbitration proceedings shall be conducted in Dover, Delaware,
     unless the parties otherwise mutually agree in writing.  This agreement to
     arbitrate may be specifically enforced in any court of competent
     jurisdiction.  Judgment upon the award rendered by the Arbitrator may be
     entered in any court having jurisdiction thereof.

          (c)  THE UNDERSIGNED ACKNOWLEDGE THAT THIS AGREEMENT CONTAINS AN
     AGREEMENT TO ARBITRATE.  AFTER SIGNING THIS AGREEMENT, WE UNDERSTAND THAT
     WE WILL NOT BE ABLE TO BRING A LAWSUIT CONCERNING ANY DISPUTE THAT MIGHT
     ARISE WHICH IS COVERED BY THE ARBITRATION AGREEMENT, UNLESS IT INVOLVES A
     QUESTION OF CONSTITUTIONAL OR CIVIL RIGHTS.  INSTEAD, WE AGREE TO SUBMIT
     ANY SUCH DISPUTE TO AN IMPARTIAL ARBITRATOR.

     14.  Relationship.  Nothing in this Agreement shall be construed to
constitute either party as the agent of the other, nor shall either party have
any authority to bind the other in any respect, it being intended that each
shall remain an independent contractor responsible only for its own actions.

     15.  Notices.  All notices, demands, requests, or other communications
required or authorized hereunder shall be deemed given sufficiently if in
writing and if personally delivered; if sent by facsimile transmission,
confirmed with a written copy thereof sent by overnight express delivery; if
sent by registered mail or certified mail, return receipt requested and postage
prepaid; or if sent by overnight express delivery:

          If to Larson Davis, to:  Larson Davis Laboratories
                                   Attn:  Brian G. Larson, President
                                   1681 West 820 North
                                   Provo, Utah 84601
                                   Fax:  (801) 375-0182
                                   Confirmation:  (801) 375-0177

          With a copy to:          Keith L. Pope, Esq.
                                   Kruse, Landa & Maycock, L.L.C.
                                   Eighth Floor, Bank One Tower
                                   50 West Broadway
                                   Salt Lake City, Utah 84101
                                   Fax:  (801) 531-7091
                                   Confirmation:  (801) 531-7090

          If to SSRI, to:          System Sales Representatives, Inc.
                                   Attn:  Werner Heidemann, President
                                   P. O. Box 1388
                                   Industrial Parkway
                                   Lyndonville, Vermont 05851
                                   Fax:  (802) 748-8630
                                   Confirmation:  (802) 748-3936

          With a copy to:          Weidmann Technical Services, Inc.
                                   Attn: David C. Payne,  President
                                   P. O. Box 403
                                   46 Main Street
                                   St. Johnsbury, Vermont
                                   Fax:  (802) 748-5439
                                   Confirmation:  (802) 748-8727

                                   James G. Wheeler, Esq.
                                   Downs Rachlin & Martin, PC
                                   9 Prospect Street
                                   P. O. Box 99
                                   St. Johnsbury, Vermont 05819-0099

or such other addresses and facsimile numbers as shall be furnished in writing
by any party in the manner for giving notices hereunder, and any such notice,
demand, request, or other communication shall be deemed to have been given as of
the date so delivered or sent by facsimile transmission, three days after the
date so mailed, or one day after the date so sent by overnight delivery.

     16.  Miscellaneous.  This Agreement:  (i) may be executed in any number of
counterparts, each of which, when executed by both parties to this Agreement,
shall be deemed to be an original, and all of which counterparts together shall
constitute one and the same instrument; (ii) shall be governed by and construed
under the laws of Delaware applicable to contracts made, accepted, and performed
wholly within Delaware, without application of principles on conflicts of law;
(iii) constitutes the entire agreement of the parties with respect to its
subject matters, superseding all prior oral and written communications,
proposals, negotiations, representations, understandings, courses of dealing,
agreements, contracts, and the like between the parties in such respect; (iv)
may be amended, modified, or terminated, and any right under this Agreement may
be waived in whole or in part, only by a writing signed by both parties; (v)
contains headings only for convenience, which headings do not form part, and
shall not be used in construction, of this Agreement; (vi) shall bind and inure
to the benefit of the parties and their respective legal representatives,
successors, and assigns, except that this Agreement may not be assigned except
with the prior written consent of the other party hereto; (vii) is not intended
to inure to the benefit of any third party beneficiary; and (viii) may be
enforced only in courts located within the state of Delaware, and the parties
hereby agree that such courts shall have venue and exclusive subject matter and
personal jurisdiction, and consent to service of process by registered mail,
return receipt requested, or by any other manner provided by law.

     IN WITNESS WHEREOF, the parties have hereunto set their respective hands
and seals as of the date first above written.

                              Larson Davis:

                                   LARSON DAVIS INCORPORATED


                                   By   /s/ Dan J. Johnson
                                     Dan J. Johnson, Vice-President

                              SSRI:

                                   SYSTEM SALES REPRESENTATIVES, INC.


                                   By   /s/ Werner Heidemann
                                     Werner Heidemann, President