LARSON DAVIS INCORPORATED
                             (a Nevada corporation)

                          Warrant for the Purchase of
                         Shares of Common Stock, Par Value $0.001
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                           THIS WARRANT WILL BE VOID
               AFTER 11:59 P.M. MOUNTAIN TIME ON NOVEMBER 1, 1998

   This Warrant has not been registered under the Securities Act of 1933, as
   amended (the "Securities Act"), and is a "restricted security" within the
meaning of Rule 144 promulgated under the Securities Act.  This Warrant has been
  acquired for investment and may not be sold or transferred without complying
 with Rule 144 in the absence of an effective registration or other compliance
                           under the Securities Act.

     This certifies that, for value received,                            (the
                                              --------------------------
"Holder"), is entitled to subscribe for, purchase, and receive            fully
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paid and nonassessable shares of common stock, par value $0.001 (the "Warrant
Shares"), of Larson Davis Incorporated, a Nevada corporation (the "Company"), at
the price of $6.25 per Warrant Share (the "Exercise Price"), at any time or from
time to time subsequent to November 1, 1996 and prior to 11:59 p.m. mountain
time on November 1, 1998 (the "Exercise Period"), on presentation and surrender
of  this Warrant with the purchase form attached hereto, duly executed, at the
principal office of the Company at 1681 West 820 North, Provo, Utah  84601, and
by paying in full and in lawful money of the United States of America by cash or
cashier's check, the Exercise Price for the Warrant Shares as to which this
Warrant is exercised, on all the terms and conditions hereinafter set forth.
The number of Warrant Shares to be received on exercise of this Warrant and the
Exercise Price may be adjusted on the occurrence of such events as described
herein.  If the subscription rights represented hereby are not exercised by
11:59 p.m. mountain time on November 1, 1998, this Warrant shall automatically
become void and of no further force or effect, and all rights represented hereby
shall cease and expire.

     Subject to the terms set forth herein, this Warrant may be exercised by the
Holder in whole or in part by execution of the form of exercise attached hereto
and payment of the Exercise Price in the manner described above.

     1.   Exercise of Warrants.  On the exercise of all or any portion of this
Warrant in the manner provided above, the Holder exercising the same shall be
deemed to have become a holder of record of the Warrant Shares for all purposes,
and certificates for the securities so purchased shall be delivered to the
Holder within a reasonable time, but in no event longer than ten days after this
Warrant shall have been exercised as set forth above.  If this Warrant shall be
exercised in respect to only a part of the Warrant Shares covered hereby, the
Holder shall be entitled to receive a similar Warrant of like tenor and date
covering the number of Warrant Shares with respect to which this Warrant shall
not have been exercised.  On the exercise of all or any portion of this Warrant,
at the instruction of the Holder, the Company shall offset any amounts due by it
to Holder against payment of the exercise price for the Warrants.

     2.   Limitation on Transfer.  Subject to the restrictions set forth in
paragraph 7 hereof, this Warrant is transferable at the offices of the Company.
In the event this Warrant is assigned in the manner provided herein, the
Company, upon request and upon surrender of this Warrant by the Holder at the
principal office of the Company accompanied by payment of all transfer taxes, if
any, payable in connection therewith, shall transfer this Warrant on the books
of the Company.  If the assignment is in whole, the Company shall execute and
deliver a new Warrant or Warrants of like tenor to this Warrant to the
appropriate assignee expressly evidencing the right to purchase the aggregate
number of shares of common stock purchasable hereunder; and if the assignment is
in part, the Company shall execute and deliver to the appropriate assignee a new
Warrant or Warrants of like tenor expressly evidencing the right to purchase the
portion of the aggregate number of Warrant Shares as shall be contemplated by
any such transfer, and shall concurrently execute and deliver to the Holder a
new Warrant of like tenor to this Warrant evidencing the right to purchase the
remaining portion of the Warrant Shares purchasable hereunder which have not
been transferred to the assignee.

     3.   Exchange of Warrants.  This Warrant is exchangeable, on the
presentation and surrender hereof by the Holder at the office of the Company,
for a new Warrant or Warrants of like tenor representing in the aggregate the
right to subscribe for and purchase the number of Warrant Shares which may be
subscribed for and purchased hereunder.

     4.   Fully Paid Shares.  The Company covenants and agrees that the Warrant
Shares which may be issued on the exercise of the rights represented by this
Warrant will be, when issued, fully paid and nonassessable and free from all
taxes, liens, and charges with respect to the issue thereof.  The Company
further covenants and agrees that during the period within which the rights
represented by this Warrant may be exercised, the Company will have authorized
and reserved a sufficient number of shares of common stock to provide for the
exercise of the rights represented by this Warrant.

     5.   Antidilution Provisions.  The Warrant Price and number of Warrant
Shares purchasable pursuant to this Warrant may be subject to adjustment from
time to time as follows:

          (a)  If the Company shall take a record of the holders of its common
     stock for the purpose of entitling them to receive a dividend in shares,
     the Warrant Price in effect immediately prior to such record date shall be
     proportionately decreased, such adjustment to become effective immediately
     after the opening of business on the day following such record date.

          (b)  If the Company shall subdivide the outstanding shares of common
     stock into a greater number of shares, combine the outstanding shares of
     common stock into a smaller number of shares, or issue by reclassification
     any of its shares, the Warrant Price in effect immediately prior thereto
     shall be adjusted so that the Holder of this Warrant thereafter surrendered
     for exercise shall be entitled to receive, after the occurrence of any of
     the events described, the number of Warrant Shares to which the Holder
     would have been entitled had such Warrant been exercised immediately prior
     to the occurrence of such event.  Such adjustment shall become effective
     immediately after the opening of business on the day following the date on
     which such subdivision, combination, or reclassification, as the case may
     be, becomes effective.

          (c)  If any capital reorganization or reclassification of the
     Company's common stock, or consolidation or merger of the Company with
     another corporation or the sale of all or substantially all of its assets
     to another corporation shall be effected in such a way that holders of
     common stock shall be entitled to receive stock, securities, or assets with
     respect to or in exchange for common stock, then, as a condition of such
     reorganization, reclassification, consolidation, merger, or sale, lawful
     adequate provisions shall be made whereby the Holder of this Warrant shall
     thereafter have the right to acquire and receive on exercise hereof such
     shares of stock, securities, or assets as would have been issuable or
     payable (as part of the reorganization, reclassification, consolidation,
     merger, or sale) with respect to or in exchange for such number of
     outstanding common shares of the Company as would have been received on
     exercise of this Warrant immediately before such reorganization,
     reclassification, consolidation, merger, or sale.

          In any such case, appropriate provision shall be made with respect to
     the rights and interests of the Holder of this Warrant to the end that the
     provisions hereof shall thereafter be applicable in relation to any shares
     of stock, securities, or assets thereafter deliverable on the exercise of
     this Warrant.  In the event of a merger or consolidation of the Company
     with or into another corporation or the sale of all or substantially all of
     its assets which results in the issuance of a number of shares of common
     stock of the surviving or purchasing corporation greater or less than the
     number of shares of common stock of the Company outstanding immediately
     prior to such merger, consolidation, or purchase are issuable to holders of
     common stock of the Company, then the Warrant Price in effect immediately
     prior to such merger, consolidation, or purchase shall be adjusted in the
     same manner as though there was a subdivision or combination of the
     outstanding shares of common stock of the Company.  The Company will not
     effect any such consolidation, merger, or sale unless prior to the
     consummation thereof the successor corporation resulting from such
     consolidation or merger or the corporation purchasing such assets shall
     assume by written instrument mailed or delivered to the Holder hereof at
     its last address appearing on the books of the Company, the obligation to
     deliver to such Holder such shares of stock, securities, or assets as, in
     accordance with the foregoing provisions, such Holder may be entitled to
     acquire on exercise of this Warrant.

          (d)  If:  (i) the Company shall take a record of the holders of its
     shares of common stock for the purpose of entitling them to receive a
     dividend payable otherwise than in cash, or any other distribution in
     respect of the shares of common stock (including cash), pursuant to,
     without limitation, any spin-off, split-off, or distribution of the
     Company's assets; or (ii) the Company shall take a record of the holders of
     its shares of common stock for the purpose of entitling them to subscribe
     for or purchase any shares of any class or to receive any other rights; or
     (iii) in the event of any classification, reclassification, or other
     reorganization of the shares which the Company is authorized to issue,
     consolidation or merger of the Company with or into another corporation, or
     conveyance of all or substantially all of the assets of the Company; or
     (iv) in the event of the voluntary or involuntary dissolution, liquidation,
     or winding up of the Company; then, and in any such case, the Company shall
     mail to the Holder of this Warrant, at least 30 days prior thereto, a
     notice stating the date or expected date on which a record is to be taken
     for the purpose of such dividend, distribution or rights, or the date on
     which such classification, reclassification, reorganization, consolidation,
     merger, conveyance, dissolution, liquidation, or winding up, as the case
     may be.  Such notice shall also specify the date or expected date, if any
     is to be fixed, as of which holders of shares of common stock of record
     shall be entitled to participate in such dividend, distribution, or rights,
     or shall be entitled to exchange their shares of common stock for
     securities or other property deliverable upon such classification,
     reclassification, reorganization, consolidation, merger, conveyance,
     dissolution, liquidation, or winding up, as the case may be.

          (e)  If the Company, at any time while this Warrant shall remain
     unexpired and unexercised, sells shares of common stock to an affiliate of
     the Company, excluding shares issued on the exercise of options issued and
     outstanding as of the date hereof and shares issued to officers and
     directors under stock option plans of the Company existing as of the date
     hereof, at a price lower than the Exercise Price provided herein, as the
     same may from time to time be adjusted pursuant to this section 5, then the
     Exercise Price of these Warrants shall be reduced automatically to such
     lower price at which the Company has sold common stock.

          (f)  No fraction of a share shall be issued on exercise, but, in lieu
     thereof, the Company, notwithstanding any other provision hereof, may pay
     therefor in cash at the fair value of any such fractional share at the time
     of exercise.

     6.   Disposition of Warrants or Warrant Shares.  The registered owner of
this Warrant, by acceptance hereof, agrees for himself and any subsequent
owner(s) that, before any disposition is made of any Warrant Shares, the
owner(s) shall give written notice to the Company describing briefly the manner
of any such proposed disposition.  No such disposition shall be made unless and
until:
          (a)  the Company has received an opinion from counsel for the owner(s)
     of the Warrant Shares stating that no registration under the Securities Act
     is required with respect to such disposition; or

          (b)  a registration statement or post-effective amendment to a
     registration statement under the Securities Act has been filed by the
     Company and made effective by the Commission covering such proposed
     disposition.

     7.   Registration of Warrant Shares.  On request of the Holder, the Company
shall use its best efforts to file a registration statement under the Securities
Act to register the resale of the Warrant Shares issuable on the exercise of
this Warrant, shall utilize its best efforts to cause such registration
statement to become effective as soon as is commercially reasonable, and shall
maintain the effectiveness of such registration statement for a period of two
years, unless the Company's legal counsel is of the reasonable opinion that
registration is not required in order to dispose of the Warrant Shares. The
Holder(s) shall cooperate with the Company and shall furnish such information as
the Company may request in connection with any such registration statement
hereunder, on which the Company shall be entitled to rely.

     8.   Governing Law.  This agreement shall be construed under and be
governed by the laws of the state of Nevada.

     9.   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 second day express delivery or
registered mail, return receipt requested and postage prepaid; if sent by
registered mail or certified mail, return receipt requested and postage prepaid;
or if sent by second day express delivery:

          If to the Company, to:   Larson Davis Incorporated
                                   Attn:  Brian G. Larson, President
                                   1681 West 820 North
                                   Provo, Utah 84601
                                   Facsimile Transmission:  (801) 375-0182
                                   Confirmation:  (801) 375-0177

          If to the Holder:
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                                   ---------------------------------
                                   Facsimile Transmission:  (   )     -
                                                             ---  ---- -----
                                   Confirmation:  (    )     -
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          With copies to:
                                   ---------------------------------

                                   ---------------------------------
                                   Facsimile Transmission:  (   )     -
                                                             ---  ---- -----
                                   Confirmation:  (    )     -
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or other such addresses and facsimile numbers as shall be furnished 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 two days after the date so sent by second day delivery.

     10.  Loss, Theft, Destruction, or Mutilation.  Upon receipt by the Company
of reasonable evidence of the ownership of and the loss, theft, destruction, or
mutilation of this Warrant, the Company will execute and deliver, in lieu
thereof, a new Warrant of like tenor.

     11.  Taxes.  The Company will pay all taxes in respect of the issue of this
Warrant or the Warrant Shares issuable upon exercise thereof.

     DATED this 30th day of May, 1996.

                                   LARSON DAVIS INCORPORATED


                                   By
                                     Brian G. Larson, President


                               Form of Assignment
                 (to be signed only upon assignment of Warrant)

TO:  Larson Davis Incorporated
     Attn:  President
     1681 West 820 North
     Provo, Utah 84601

     FOR VALUE RECEIVED,                   does hereby sell, assign, and
                         -----------------
transfer unto                      the right to purchase             shares of
              --------------------                       -----------
common stock of LARSON DAVIS INCORPORATED (the "Company"), evidenced by the
attached Warrant, and does hereby irrevocably constitute and appoint
                  attorney to transfer such right on the books of the Company
-----------------
with full power of substitution in the premises.

     DATED this       day of           , 19   .
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                                   Signature:

                                   Signature Guaranteed:

NOTICE:  The signature to the form of assignment must correspond with the name
as written upon the face of the within Warrant in every particular without
alteration or enlargement or any change whatsoever, and must be guaranteed by a
bank, other than a savings bank, or by a trust company or by a firm having
membership on a registered national securities exchange.



                                Form Of Purchase
                  (to be signed only upon exercise of Warrant)

TO:  Larson Davis Incorporated
     Attn:  President
     1681 West 820 North
     Provo, Utah 84601

     The undersigned, the owner of the attached Warrant, hereby irrevocably
elects to exercise the purchase rights represented by the Warrant for, and to
purchase thereunder,             shares of the common stock of LARSON DAVIS
                     -----------
INCORPORATED and herewith makes payment of $            therefor (at the rate of
                                            -----------
$6.25 per share of common stock).  Please issue the shares of common stock as to
which this Warrant is exercised in accordance with the enclosed instructions
and, if the Warrant is being exercised with respect to less than all of the
shares to which it pertains, prepare and deliver a new Warrant of like tenor for
the balance of the shares of common stock purchasable under the attached
Warrant.

     DATED this       day of           , 19   .
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                                   Signature:

                                   Signature Guaranteed: