AGREEMENT TO ISSUE WARRANTS


     THIS AGREEMENT TO ISSUE WARRANTS (this "Agreement") is entered into as of
this 9th day of January, 1997, by and among LARSON DAVIS INCORPORATED, a Nevada
corporation (the "Company"), and CONNIE LERNER ("Lerner"), based on the
following premises.

                                    Premises

     A.   Lerner holds warrants (the "Outstanding Warrants") to acquire shares
of common stock of the Company, par value $0.001 per share (the "Common Stock").

     B.   Lerner has agreed to the early exercise of the Outstanding Warrants
currently held by her and the modification of the Company's registration
obligations with respect to the shares of Common Stock underlying the
Outstanding Warrants in consideration of the Company's agreement to reduce the
exercise price of the Outstanding Warrants and to grant her additional warrants
to acquire shares of Common Stock on the terms and conditions set forth in this
Agreement.

                                   Agreement

     NOW, THEREFORE, based on the stated premises, which are incorporated herein
by reference, and for and in consideration of the mutual covenants and
agreements hereinafter set forth and the mutual benefit to the parties to be
derived therefrom, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, it is hereby agreed as follows:

                                   Article I
                                    Warrants

     1.1  Outstanding Warrants.  Lerner holds Outstanding Warrants to acquire
375,000 shares of Common Stock.  The Outstanding Warrants currently have an
exercise price of $6.25 per share of Common Stock.  The parties agree to reduce
the exercise price of the Outstanding Warrants to $5.30 per share; provided
that, the Outstanding Warrants are exercised on the timetable and other terms
and conditions set forth in this Agreement.

     1.2  Exercise of Outstanding Warrants.  Lerner agrees to deliver to the
Company $889,393 on or before January 31, 1997, as payment of the exercise price
of a portion of the Outstanding Warrants.  Lerner agrees to deliver an
additional $1,098,107 to the Company on or before April 16, 1997, as payment of
the exercise price for her remaining Outstanding Warrants.  On receipt of the
first payment on or before January 31, 1997, the Company agrees to immediately
provide irrevocable written instructions to its transfer agent to issue a
certificate representing 142,303 shares of Common Stock be registered in the
name of Connie Lerner, and to deliver such certificates to Lerner.  An
additional 25,507 shares shall be held in reserve and issued on the timely
payment of the second amount on or before April 16, 1997.  On receipt of the
second payment on or before April 16, 1997, the reserved shares shall be issued
and an additional 207,190 shares shall be issued and delivered to Lerner.

     1.3  Failure to Make Payments.  In the event that Lerner fails to make the
payment due by January 31, 1997, this Agreement shall be null and void and the
parties shall be governed by the prior agreements between the parties concerning
the Outstanding Warrants.  In the event that Lerner makes the payment due on or
before January 31, 1997, and then fails to timely make the payment due on or
before April 16, 1997, the exercise price of all of the Outstanding Warrants
(including those exercised on or before January 31, 1997) held by Lerner shall
be $6.25 per share of Common Stock and the 25,507 shares of stock reserved for
Lerner under the provisions of paragraph 1.2 shall not be issued.

     1.4  Issuance of Additional Warrants.  On exercise of the Outstanding
Warrants on or before April 16, 1997, the Company agrees to issue warrants to
Lerner to acquire a like number of shares of Common Stock at an exercise price
of $10.75 per share of Common Stock (the "$10.75 Warrants").  The $10.75
Warrants shall be exercisable at any time after August 1, 1997, and prior to the
close of business on April 16, 1999.  The $10.75 Warrants shall be in the form
attached hereto as Exhibit "A" and incorporated herein by this reference.

                                   Article II
           Representations, Covenants, and Warranties of the Company

     As an inducement to, and to obtain the reliance of, Lerner, the Company
represents and warrants as follows:

     2.1  Organization of the Company.  The Company is a corporation duly
organized, validly existing, and in good standing under laws of the state of
Nevada, and has the corporate power and is duly authorized, qualified,
franchised, and licensed under all applicable laws, regulations, ordinances, and
orders of public authorities to own all of its properties and assets and to
carry on its business in all material respects as it is now being conducted.
The execution and delivery of this Agreement does not, and the consummation of
the transactions contemplated by this Agreement in accordance with the terms
hereof will not, violate any provision of the Company's certificate of
incorporation or bylaws.  The Company has taken all action required by law, its
certificate of incorporation, its bylaws, or otherwise to authorize the
execution and delivery of this Agreement and the consummation of the
transactions herein contemplated.

     2.2  Approval of Agreement.  The board of directors of the Company has
authorized the execution and delivery of this Agreement by the Company and has
approved the consummation of the transactions contemplated hereby.  This
Agreement is the legal, valid, and binding agreement of the Company enforceable
between the parties in accordance with its terms.

     2.3  Financial Information.  Each of the financial statements contained in
the information referred to in section 2.4 present fairly the financial
condition of the Company as of the respective dates of such financial statements
and the results of its operations for the periods indicated. All such audited
and unaudited financial statements have been prepared in accordance with
generally accepted accounting principles consistently applied throughout the
periods involved as explained in the notes to such financial statements and have
been presented in accordance with the requirements of the rules and regulations
promulgated by the SEC regarding the form and content of and requirements for
financial statements to be filed with the SEC.

     2.4  Information.  The information concerning the Company set forth in this
Agreement, the annual report on Form 10-KSB filed with the SEC for the year
ended June 30, 1996, and the quarterly report on Form 10-QSB for the quarter
ended September 30, 1996, is, or was, as of the date of the respective reports,
complete and accurate in all material respects and did not contain any untrue
statement of a material fact or omit to state a material fact required to make
the statements made, in light of the circumstances under which they were made,
not misleading.

     2.5  Third-Party Consents.  None of the contracts, agreements, leases, or
other commitments, written or oral, to which the Company is a party or to which
any of its properties or assets are subject require the consent of any other
party in order to consummate the transactions herein contemplated, except where
the failure to obtain such consent would not have a material adverse effect on
the transactions contemplated herein.  Except for the satisfaction of
requirements of federal and state securities and corporation laws, no
authorization, approval, consent, or order of, or registration, declaration, or
filing with, any court or other governmental body is required in connection with
the execution and delivery by the Company of this Agreement and the consummation
by the Company of the transactions contemplated hereby.

     2.6  No Conflict With Other Instruments.  The execution of this Agreement
and the consummation of the transactions contemplated by this Agreement will not
result in the breach of any term or provision of, or constitute an event of
default under, any indenture, mortgage, deed of trust, lease, or other contract,
agreement, or instrument to which the Company is a party or to which any of its
properties or operations are subject and the breach of which would have a
material adverse effect on the Company.

                                  Article III
              Representations, Covenants, and Warranties of Lerner

     As an inducement to, and to obtain the reliance of the Company, Lerner
represents and warrants as follows:

     3.1  Binding Agreement.  This Agreement is the legal, valid, and binding
obligation of Lerner enforceable in accordance with its terms.

     3.2  Third-Party Consents.  None of the contracts, agreements, leases, or
other commitments, written or oral, to which Lerner is a party or to which any
of her properties or assets are subject require the consent of any other party
in order to consummate the transactions herein contemplated, except where the
failure to obtain such consent would not have a material adverse effect on the
transactions contemplated herein.  No authorization, approval, consent, or order
of, or registration, declaration, or filing with, any court or other
governmental body is required in connection with the execution and delivery by
Lerner of this Agreement and the consummation by Lerner of the transactions
contemplated hereby.

     3.3  No Conflict With Other Instruments.  The execution of this Agreement
and the consummation of the transactions contemplated hereby, will not result in
the breach of any term or provision of, constitute an event of default under, or
require the consent or approval of any third-party pursuant to, any material
contract, agreement, or instrument to which Lerner is a party or to which any of
her properties or assets are subject.

     3.4  Information.  The information concerning Lerner set forth in this
Agreement is complete and accurate in all material respects and does not contain
any untrue statement of a material fact or omit to state a material fact
required to make the statements made, in light of the circumstances under which
they were made, not misleading.

                                   Article IV
                               Special Covenants

     4.1  Indemnification by Lerner.  Lerner agrees to hold harmless the Company
and its directors and officers, and each person, if any, who controls the
Company within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), from and against any and all losses, claims, damages,
expenses, liabilities, or actions to which any of them may become subject under
applicable law (including the Securities Act and the Exchange Act) and will
reimburse them for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any claims or actions, whether or not
resulting in liability, insofar as such losses, claims, damages, expenses,
liabilities, or actions arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any application or
statement filed with a governmental body or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary in order to make the statements therein not
misleading, but only insofar as any such statement or omission was made in
reliance upon and in conformity with information furnished in writing by Lerner
expressly for use therein.  Lerner agrees at any time upon the request of the
Company to furnish to it a written letter or statement confirming the accuracy
of the information with respect to Lerner contained in any report or other
application or statement referred to in this Article IV, or in any draft of any
such documents, and confirming that the information with respect to Lerner
contained in such document or draft was furnished by Lerner, indicating the
inaccuracies or omissions contained in such document or draft or indicating the
information not furnished by Lerner expressly for use therein.  The indemnity
agreement contained in this section 4.1 shall remain operative and in full force
and effect, regardless of any investigation made by or on behalf of the Company
and shall survive the consummation of the transactions contemplated by this
Agreement.

     4.2  Indemnification by the Company.  The Company will indemnify and hold
harmless Lerner from and against any and all losses, claims, damages, expenses,
liabilities, or actions to which she may become subject under applicable law
(including the Securities Act and the Exchange Act) and will reimburse her for
any legal or other expenses reasonably incurred by her in connection with
investigating or defending any claims or actions, whether or not resulting in
liability, insofar as such losses, claims, damages, expenses, liabilities, or
actions arise out of or are based upon any breach of this Agreement or any
untrue statement or alleged untrue statement of a material fact contained in any
application or statement filed with a governmental body or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary in order to make the statements
therein not misleading, but only insofar as any such statement or omission was
made in reliance upon and in conformity with information furnished in writing by
the Company expressly for use therein.  The Company agrees at any time upon the
request of Lerner to furnish to her a written letter or statement confirming the
accuracy of the information with respect to the Company contained in any report
or other application or statement referred to in this Article IV, or in any
draft of any such document, and confirming that the information with respect to
the Company contained in such document or draft was furnished by the Company,
indicating the inaccuracies or omissions contained in such document or draft or
indicating the information not furnished by the Company expressly for use
therein.  The indemnity agreement contained in this section 4.2 shall remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of Lerner and shall survive the consummation of the transactions
contemplated by this Agreement.

     4.3  The Acquisition of Purchased Stock.  The consummation of this
Agreement and the issuance of $10.75 Warrants to Lerner contemplated herein and
the issuance of Common Stock on the exercise of the Outstanding Warrants
constitutes the offer and sale of securities as those terms are defined under
the Securities Act and applicable state statutes.  Such transactions shall be
consummated in reliance on certain exemptions from the registration requirements
of federal and state securities laws, which depend, among other items, on the
circumstances under which such securities are acquired.

          (a)  In order to provide documentation for reliance upon such
     exemptions, Lerner makes the following representations and warranties:

               (i)  Lerner acknowledges that neither the SEC nor the securities
          commission of any state or other federal agency has made any
          determination as to the merits of acquiring the Warrants or the shares
          of Common Stock issuable on exercise of the Warrants, and that this
          transaction involves certain risks.

               (ii) Lerner has received and read this Agreement and understand
          the risks related to the consummation of the transactions herein
          contemplated.

               (iii)     Lerner has such knowledge and experience in business
          and financial matters that she is capable of evaluating the Company
          and its business operations.

               (iv) Lerner has adequate means of providing for her current needs
          and possible personal contingencies and have no need now, and
          anticipates no need in the foreseeable future, to sell any of the
          Warrants or the shares of Common Stock issuable on exercise of the
          Warrants.  Lerner is  able to bear the economic risks of this
          investment, and, consequently, without limiting the generality of the
          foregoing, is able to hold the Warrants and the shares of Common Stock
          issuable on exercise of the Warrants for an indefinite period of time,
          and has a sufficient net worth to sustain a loss of the entire
          investment, in the event such loss should occur.

               (v)  Lerner has been provided with all information contained in
          the Company's annual report on Form 10-K for the year ended June 30,
          1996, and all subsequent interim reports filed by the Company with the
          Securities and Exchange Commission.  Lerner has personally met with
          the officers and directors of the Company and has investigated the
          intellectual property assets of the Company.  Lerner and her
          representatives have been given the opportunity to meet with and ask
          questions of the officers and directors of the Company and to obtain
          any additional information they consider material to the acquisition
          of the Warrants and the shares of Common Stock issuable on exercise of
          the Warrants.

               (vi) Lerner is acquiring the Warrants and the shares of Common
          Stock issuable on exercise of the Warrants for her own account and not
          for resale to others.

               (vii)     Lerner confirms that she is an "accredited investor" as
          defined under rule 501 of regulation D promulgated under the
          Securities Act.  Lerner confirms that her individual net worth, or
          joint net worth with her spouse, at the time of her purchase exceeds
          $1,000,000, or that she had an individual income in excess of $200,000
          in each of the two most recent years or joint income with her spouse
          in excess of $300,000 in each of those years and has a reasonable
          expectation of reaching the same income level in the current year.

               (viii)    Lerner is a resident of New York.

               (ix) Lerner understands that none of the Warrants or the shares
          of Common Stock issuable on exercise of the Warrants has been
          registered, but are being acquired by reason of a specific exemption
          under the Securities Act as well as under certain state statutes for
          transactions by an issuer not involving any public offering and that
          any disposition of the Warrants and the shares of Common Stock
          issuable on exercise of the Warrants may, under certain circumstances,
          be inconsistent with this exemption and may make the holder an
          "underwriter" within the meaning of the Securities Act.  Lerner
          further acknowledges that the Warrants and the shares of Common Stock
          issuable on exercise of the Warrants must be held and may not be sold,
          transferred, or otherwise disposed of for value unless they are
          subsequently registered under the Securities Act or an exemption from
          such registration is available; the Company is under no obligation to
          register the Warrants or the shares of Common Stock issuable on
          exercise of the Warrants under the Securities Act or under section 12
          of the Exchange Act, except as provided in this Agreement or as may be
          expressly agreed to by it in writing; if rule 144 is available, and no
          assurance is given that it will be, initially only routine sales of
          the Warrants and the shares of Common Stock issuable on exercise of
          the Warrants in limited amounts can be made in reliance on rule 144 in
          accordance with the terms and conditions of that rule; the Company is
          under no obligation to the undersigned to make rule 144 available,
          except as may be expressly agreed to by it in writing; in the event
          rule 144 is not available, compliance with regulation A or some other
          exemption may be required before any holder can sell, transfer, or
          otherwise dispose of the Warrants or the shares of Common Stock
          issuable on exercise of the Warrants without registration under the
          Securities Act; the Company's registrar and transfer agent will
          maintain a stop transfer order against the registration of transfer of
          the Warrants and the shares of Common Stock issuable on exercise of
          the Warrants; and the certificate(s) representing the Warrants and the
          shares of Common Stock issuable on exercise of the Warrants will bear
          a legend in substantially the following form so restricting the sale
          of the Warrants and the shares of Common Stock issuable on exercise of
          the Warrants:

               THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
               REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
               "SECURITIES ACT"), AND ARE "RESTRICTED SECURITIES" WITHIN
               THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES
               ACT.  THE SECURITIES HAVE 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.

          (b)  In order to more fully document reliance on the exemptions as
     provided herein, Lerner shall execute and deliver to the Company such
     further letters of representation, acknowledgment, suitability, or the
     like, as the Company and its counsel may reasonably request in connection
     with reliance on exemptions from registration under such securities laws.

          (c)  The parties to this Agreement acknowledge that the basis for
     relying on exemptions from registration or qualification are factual,
     depending on the conduct of the various parties, and that no legal opinion
     or other assurance will be required or given to the effect that the
     transactions contemplated hereby are in fact exempt from registration or
     qualification.

                                   Article V
                              Registration Rights

     5.1  Registration of Common Stock.  On or before April 30, 1997, the
Company shall prepare and file with the Securities and Exchange Commission (the
"SEC"), a registration statement (the "Registration Statement") that includes
resale of the shares of Common Stock issuable on exercise of the Outstanding
Warrants and the $10.75 Warrants subject to this Agreement.  Thereafter, the
Company shall use its best efforts to cause such Registration Statement to
become effective as soon as is practicably possible and to keep such
Registration Statement effective as provided herein.  The Company further agrees
to:

          (a)  Prepare and file with the SEC such amendments and post-effective
     amendments to the New Registration Statement as may be necessary to keep
     the New Registration Statement effective for a period of not less than two
     (2) years from the date of exercise of the $10.75 Warrants, or such shorter
     period which will terminate when all securities covered by such
     Registration Statement have been sold or withdrawn; cause the prospectus
     which is part of the Registration Statement to be supplemented by any
     required prospectus supplement, and as so supplemented to be filed pursuant
     to Rule 424 under the Securities Act; and comply with the provisions of the
     Securities Act applicable to it with respect to the disposition of all
     securities covered by such Registration Statement during the applicable
     period in accordance with the intended methods of disposition by the
     sellers thereof set forth in such Registration Statement or supplement to
     the prospectus;

          (b)  Notify any holder of Common Stock covered by the Registration
     Statement (the "Selling Shareholders") when a prospectus is required to be
     delivered under the Securities Act, when the Company becomes aware of the
     happening of any event as a result of which the prospectus included in such
     Registration Statement (as then in effect) contains any untrue statement of
     a material fact or omits to state a material fact necessary to make the
     statements therein (in the case of the prospectus or any preliminary
     prospectus, in light of the circumstances under which they were made) not
     misleading and, as promptly as practicable thereafter, prepare and file
     with the SEC and furnish to Selling Shareholders a supplement or amendment
     to such prospectus so that, as thereafter delivered to the purchasers of
     such securities, such prospectus will not contain any untrue statement of a
     material fact or omit to state a material fact necessary to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading;

          (c)  Enter into customary agreements (including an underwriting
     agreement in customary form) and take such other actions as are reasonably
     required in order to expedite or facilitate the disposition of such
     securities;

          (d)  Use its best efforts to cause all securities of Selling
     Shareholders included in such Registration Statement to be listed, by the
     date of the first sale of securities pursuant to such Registration
     Statement, on each securities or trading exchange on which the Company's
     securities of the same class are then listed or proposed to be listed, if
     any;

          (e)  On or prior to the date on which the Registration Statement is
     declare effective, use its best efforts to register or qualify, and
     cooperate with Selling Shareholders, the underwriter or underwriters, if
     any, and their counsel, in connection with the registration or
     qualification of, the securities of Selling Shareholders covered by the
     Registration Statement for offer and sale under the securities or blue sky
     laws of each state and other jurisdiction of the United States as Selling
     Shareholders or the underwriter reasonably requests in writing, to use its
     best efforts to keep each such registration or qualification effective,
     including through new filings, or amendment or renewals, during the period
     such Registration Statement is required to be keep effective and to do any
     and all other acts or things necessary or advisable to enable the
     disposition in all such jurisdictions of the securities of Selling
     Shareholders covered by the New Registration Statement; provided that, the
     Company will not be required to (1) qualify generally to do business in any
     jurisdiction where it would not otherwise be required to qualify but for
     this paragraph (e), (2) consent to general service of process in any such
     jurisdiction, or (3) subject itself to general taxation in any such
     jurisdiction;

          (f)  Cooperate with Selling Shareholders and the managing underwriter
     or underwriters, if any, to facilitate the timely preparation and delivery
     of certificates (not bearing any restrictive legends) representing
     securities to be sold by Selling Shareholders under the New Registration
     Statement, and enable such securities to be in such denominations and
     registered in such names as the managing underwriter or underwriters, if
     any, or Selling Shareholders may request; and

          (g)  Use it best efforts to cause the securities of Selling
     Shareholders covered by the Registration Statement to be registered with or
     approved by such other governmental agencies or authorities within the
     United States as may be necessary to enable Selling Shareholders or the
     underwriter or underwriters, if any, to consummate the disposition of such
     securities.

     5.2  Cooperation by Lerner.

          (a)  Lerner shall furnish to the Company in writing such information
     and affidavits as the Company may reasonably require in connection with any
     registration, qualification or compliance with respect to such securities.
     It shall be a condition precedent to the obligations of the Company to take
     any action pursuant to this Agreement with respect to the securities of any
     Selling Shareholder that such Selling Shareholder shall furnish to the
     Company such information regarding the Selling Shareholder, the securities
     to be registered and other securities in the Company held, and the intended
     method of disposition of such securities as shall be required to effect the
     registration of such securities.

          (b)  By exercising her Warrants, Lerner shall be deemed to have
     confirmed at the time of such exercise the continuing accuracy of the
     information respecting her status as an accredited investor and the
     suitability of an investment in the Common Stock for her that is contained
     herein, all except as she may then advise the Company in writing.  The
     Company may also require, as a condition precedent to exercise, that Lerner
     complete and deliver to the Company a suitability letter containing
     representations and warranties regarding suitability of the investment of
     like tenor to those contained herein.

          (c)  Lerner, upon receipt of any notice from the Company of the
     happening of any event of the kind described in paragraph (b) of section
     5.2, will forthwith discontinue disposition of the securities until her
     receipt of copies of the supplemented or amended prospectus contemplated by
     paragraph (b) of section 5.2 or until she is advised in writing (the
     "Advice") by the Company that the use of the prospectus may be resumed, and
     has received copies of any additional or supplemental filings which are
     incorporated by reference in the prospectus, and, if so directed by the
     Company, Lerner will, or will request the managing underwriter or
     underwriters, if any, to, deliver to the Company all copies, other than
     permanent file copies then in her possession, of the prospectus covering
     such securities current at the time of receipt of such notice.  In the
     event the Company shall give any such notice, the time period mentioned in
     paragraph (a) of section 5.2 shall be extended by the number of days during
     the period from and including the date of the giving of such notice to and
     including the date when Lerner shall have received the copies of the
     supplemented or amended prospectus contemplated by paragraph (b) of section
     5.2 hereof or the Advice.

          (d)  At the end of any period during which the Company is obligated to
     keep any Registration Statement current and effective (and any required
     extensions), Lerner shall discontinue sales of securities pursuant to such
     Registration Statement upon receipt of notice from the Company of its
     intention to remove from registration the securities covered by such
     Registration Statement which remain unsold, and Lerner shall notify the
     Company of the number of securities registered which remain unsold promptly
     after receipt of such notice from the Company.

          (e)  Lerner acknowledges that the registration of the resale of the
     securities or the availability of an exemption from registration in certain
     states may impose certain limitations and conditions on the manner and
     nature of such sales.  The Company shall advise Lerner in writing of such
     registration or exemption and the related limitations and conditions from
     time to time.  Lerner shall be solely responsible for her own compliance
     with such limitations and conditions.

     5.3  Holdback Agreement.  Lerner, if requested by the managing underwriter
or underwriters for any underwritten, registered offering of the securities of
the Company, agrees not to effect any public sale or distribution of securities,
including a sale pursuant to Rule 144 (or any similar provision then in force)
under the Securities Act, during the 15 days prior to, and during the 120-day
period commencing on the effective date of such registration (except as part of
such registration).  In the event Lerner is prohibited from effecting a sale of
securities pursuant to this section 5.5, the time period in paragraph (a) of
section 5.2 shall be extended by the number of days Lerner is so prohibited.

     5.4  Registration and Selling Expenses.  All of the costs and expenses of
registration provided for herein will be borne by the Company, including the
fees and expenses of the counsel and accountants for the Company (including the
expenses of any special audit and "cold comfort" letters required by or incident
to such performance), and all other costs and expenses of the Company incident
to the preparation, printing, and filing under the Securities Act of any
registration statement (and all amendments and supplements thereto) and
furnishing copies thereof and of the prospectus included therein, and the costs
and expenses incurred by the Company in connection with the qualification of the
Warrants and shares of Common Stock received on exercise of Warrants under the
state securities or blue sky laws of various jurisdictions; provided that, the
Company shall not bear the costs and expenses of Lerner comprising underwriters'
commissions, brokerage fees, transfer taxes, or the fees and expenses of any
counsel, accountant, or other representative retained by Lerner.

     5.5  Rule 144.  The Company agrees that it will use its best efforts to
file in a timely manner all reports required to be filed by it pursuant to the
Exchange Act and, at any time and upon request of Lerner, will furnish her with
such information generated by the Company in the ordinary course of business as
may be reasonably necessary to enable her to effect sales of Common Stock
received on exercise of Warrants without registration pursuant to Rule 144 under
the Securities Act.  Notwithstanding the foregoing, the Company may deregister
any class of its securities under section 12 of the Exchange Act or suspend its
duty to file reports with respect to any class of its securities pursuant to
section 15(d) of the Exchange Act if it is then permitted to do so pursuant to
the Exchange Act and the rules and regulations thereunder.

     5.6  Participation in Underwritten Registrations.  Lerner may not
participate in any underwritten piggyback registration in which she chooses to
have stock included unless Lerner (a) agrees to sell shares of Common Stock
received on exercise of Warrants on the basis provided in any underwriting
arrangements approved by the Company and the underwriter, and (b) completes and
executes all questionnaires, powers of attorney, underwriting agreements and
other documents customarily required under the terms of such underwriting
arrangements.

                                   Article VI
                                 Miscellaneous

     6.1  No Brokers.  Lerner and the Company agree that no third person has in
any way brought the parties together or been instrumental in the negotiation,
execution, or consummation of this Agreement.  Lerner and the Company agree to
indemnify the other against any claim by any third person for any commission,
brokerage, finder's fee, or other payment with respect to this Agreement or the
transactions contemplated hereby based upon any alleged agreement or
understanding between such party and such third person, whether expressed or
implied, arising from the actions of such party.  The covenants set forth in
this section 6.1 shall survive the date hereof and the consummation of the
transactions herein contemplated.

     6.2  Governing Law.  This Agreement shall in all respects, including all
matters of construction, validity, and performance, be governed by, and
construed and enforced in accordance with, the laws of the state of Utah
applicable to contracts entered into in that state between citizens of that
state and to be performed wholly within that state without reference to any
rules governing conflicts of laws

     6.3  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 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

          With copies to:          Keith L. Pope, Esq.
                                   Kruse, Landa & Maycock, L.L.C.
                                   Eighth Floor, Bank One Tower
                                   50 West Broadway
                                   Salt Lake City, Utah 84101
                                   Facsimile Transmission:  (801) 359-3954
                                   Confirmation:  (801) 531-7090

          If to Lerner, to:        Ms. Connie Lerner
                                   c/o Broad Capital Associates, Inc.
                                   152 West 57th Street, 54th Floor
                                   New York, New York 10019
                                   Facsimile Transmission:  (212) 581-0002
                                   Confirmation:  (212) 581-0500

          With copies to:          Michael Solovay, Esq.
                                   Solovay Marshall & Edlin
                                   845 Third Avenue
                                   New York, New York  10022
                                   Facsimile Transmission:  (212) 355-4608
                                   Confirmation:  (212) 752-1000

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 personally delivered or on the first business day after a legible copy
sent by facsimile transmission is received, three days after the date mailed by
registered or certified mail, or on the first business day after the date sent
by overnight delivery.

     6.4  Attorneys' Fees.  In the event that any party institutes and prevails
in any action or suit to enforce this Agreement or to secure relief from any
default hereunder or breach hereof, the defaulting or breaching party or parties
shall reimburse the nonbreaching party or parties for all costs, including
reasonable attorneys' fees, incurred in connection therewith and in enforcing or
collecting any judgment rendered therein.

     6.5  Best Knowledge.  Whenever any representation is made to the "best
knowledge" of any party, it shall be deemed to be a representation that such
party, or an officer or director of such party, after reasonable investigation,
does not have any current actual knowledge that would make such representation
untrue.

     6.6  Entire Agreement.  This Agreement, together with the documents to be
delivered pursuant hereto, represents the entire agreement between the parties
relating to the subject matter hereof.  To the extent inconsistent therewith,
this Agreement supersedes all earlier agreements governing the Outstanding
Warrants, including the Agreement to Issue Warrants between the parties dated
May 29, 1996, as amended, and the warrant certificates representing the
Outstanding Warrants.  There are no other courses of dealing, understandings,
agreements, representations, or warranties, written or oral, except as set forth
herein.

     6.7  Survival; Termination.  The representations, warranties, and covenants
of the respective parties as set forth in this Agreement shall survive the
closing and consummation of the transactions contemplated by this Agreement for
a period of two years from the date of this Agreement.  The Company's cumulative
liability to Lerner for breaches of this Agreement shall not exceed the
aggregate exercise price of the Warrants covered hereby.

     6.8  Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall be but a single instrument.

     6.9  Amendment or Waiver.  Every right and remedy provided herein shall be
cumulative with every other right and remedy, whether conferred herein, at law,
or in equity, and may be enforced concurrently herewith, and no waiver by any
party of the performance of any obligation by the other shall be construed as a
waiver of the same or any other default then, theretofore, or thereafter
occurring or existing.  This Agreement may be amended by a writing signed by all
parties hereto, with respect to any of the terms contained herein, and any term
or condition of this Agreement may be waived or the time for performance thereof
may be extended by a writing signed by the party or parties for whose benefit
the provision is intended.

     6.10 Third-Party Beneficiaries.  This Agreement is solely between the
parties hereto and no director, officer, stockholder, employee, agent,
independent contractor, or any other person or entity shall be deemed to be a
third-party beneficiary of this Agreement.

     6.11 No Public Announcement.  None of the parties to this Agreement shall,
without the approval of each other party, make any press release or other public
announcement concerning the transactions contemplated by this Agreement without
first providing a copy of such press release or public announcement to the other
parties to this Agreement at least five days prior to release.  Nothing
contained herein shall prohibit any party from making any pubic disclosure or
announcement which is required by law.

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

                              The Company:

                                   LARSON DAVIS INCORPORATED



                                   By   /s/ Brian G. Larson
                                     Brian G. Larson, President


                              Lerner:


                                   /s/ Connie Lerner
                                   Connie Lerner
                                   Address:  152 West 57th Street
                                             New York, New York  10019