EXECUTIVE EMPLOYMENT AGREEMENT

     This Executive Employment Agreement (this "Agreement") is made and entered
into effective as of February 2, 1998, by and between Jeffrey Cohen
("Executive") and LARSON-DAVIS INCORPORATED, a Nevada corporation ("Larson-
Davis"), based on the following:

                                    Premises

     Executive and Larson-Davis are parties to a Letter Agreement dated December
30, 1997 (the "Letter Agreement"), pursuant to which Executive is serving as the
Chief Operating Officer of Larson-Davis and as a member of its board of
directors.  Executive and Larson-Davis wish to enter into this definitive
Executive Employment Agreement as contemplated by the Letter Agreement.

                                   Agreement

     NOW, THEREFORE, based on the foregoing premises, which are incorporated
herein by this 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 herefrom, it is hereby agreed as follows:

     1.   Employment and Term.

          (a)      Larson-Davis hereby employs Executive and Executive hereby
               accepts employment upon the terms and conditions set forth
               herein.  The term of the Executive's employment shall begin on
               the effective date hereof and continue on a rolling basis for a
               period of one (1) year.  This Agreement shall always have an
               unexpired term of one year, unless action is taken by one of the
               parties to terminate this Agreement in accordance with the other
               provisions of this Agreement.  The initial term, plus the
               automatic roll forward is hereinafter referred to as the
               "Employment Period."

          (b)      During the Employment Period, Executive will serve as
               Larson-Davis' chief operating officer, and as a member of the
               board of directors of Larson-Davis.  Executive also agrees to
               serve in such positions with each of Larson-Davis' subsidiaries
               and such other or further offices or positions of substantially
               consistent rank and authority as shall, from time to time, be
               determined by Larson-Davis' board of directors or its CEO.
               Executive agrees to perform the duties appropriate for the chief
               operating officer of Larson-Davis as may be assigned to him from
               time to time by the board of directors or the CEO and as
               described in the bylaws of Larson-Davis.  Executive shall serve
               at the pleasure of the board of directors, subject to the terms
               of this Agreement.

     2.   Performance of Services.

          (a)      During the Employment Period, Executive agrees to perform
               faithfully the duties assigned to him by the board of directors
               or the CEO to the best of his ability, to devote his full and
               undivided business time, attention, and services to the
               business of Larson-Davis and not to engage in any other
               substantial business activities other than at the direction or
               with the approval of the board of directors of Larson-Davis or
               the CEO; provided, however, that nothing herein shall restrict
               Executive from conducting incidental personal business that does
               not conflict with his obligations under the terms of this
               Agreement.

          (b)      All duties hereunder shall be rendered in Utah County, Utah,
               and, on a temporary basis, at such other places as the
               interests, needs, business, and opportunities of Larson-Davis
               shall require; provided, however, that after his move to the Utah
               County area, Executive shall not be required to relocate his
               residence without the mutual consent of Larson-Davis and
               Executive.

          (c)       Executive shall observe and comply with the commercially
               reasonable rules and regulations of Larson-Davis respecting
               its business and shall carry out and perform such commercially
               reasonable orders, directions, and policies of Larson-Davis
               as they may be from time to time communicated to Executive
               either orally or in writing.  Executive shall further observe
               and comply with all applicable rules, regulations, and laws
               governing the business of Larson-Davis known to Executive.

     3.   Exclusivity of Services and Nondisclosure of Confidential
          Information.

          (a)      Executive agrees that for a period ending on the first
               anniversary of the termination of the Employment Period:

               (i)       he will not engage in any activity competitive with
                    the business of Larson-Davis or any of its affiliates
                    (the "Larson-Davis Group"), directly or indirectly, in
                    the market defined in subsection 3(c), whether as
                    employer, proprietary owner, partner, stockholder (other
                    than the holder of less than five percent (5%) of the
                    stock of an entity, the securities of which are traded on
                    a national securities exchange or in the over-the-counter
                    market), director, officer, employee, consultant, or agent;

               (ii)      he will not solicit, in competition with the
                    Larson-Davis Group, any person who is a customer of the
                    business conducted by the Larson-Davis Group at the date
                    hereof or a customer of the business conducted by the
                    Larson-Davis Group at any time during the Employment Period;
                    and

               (iii)     he will not induce or attempt to persuade any employee
                    of the Larson-Davis Group to terminate his or her employment
                    relationship in order to enter into employment with any
                    party.

          (b)      Executive further agrees that he will not, at any time during
               the Employment Period or at any time after the termination of
               this Agreement, irrespective of the time, manner, or cause of
               termination, use, disclose, copy, or assist any other person or
               firm in the use, disclosure, or copying of any trade secrets or
               other confidential information of the Larson-Davis Group, except
               to the extent authorized in writing by Larson-Davis.  Upon
               termination of his employment hereunder, Executive will surrender
               to Larson-Davis all records and other documents obtained by him
               or entrusted to him during the course of his employment by
               Larson-Davis (together with all copies thereof); provided,
               however, that Executive may retain copies of such documents as
               are necessary for Executive's personal records for income tax
               purposes.  For purposes of this section 3, proprietary
               information about the business of the Larson-Davis Group shall
               be treated as confidential until it has been published or is
               generally or publicly known outside the Larson-Davis Group or
               until it has been recognized as standard practice outside the
               Larson-Davis Group.  The provisions of this paragraph 3(b) shall
               remain in effect for a period of three (3) years subsequent to
               the termination of the Employment Period.

          (c)      The following provisions shall apply to the covenants
               of Executive contained in this section 3:

               (i)       The covenants contained in clauses (i) and (ii) of
                    subsection 3(a) shall apply to those markets in which the
                    Larson-Davis Group is doing business at the termination
                    of the Employment Period and those markets in which the
                    Larson-Davis Group has publicly or internally issued
                    written plans to enter prior to the termination of the
                    Employment Period.

               (ii)      Executive agrees that a breach or threatened breach
                    on his part of any covenant contained in this section 3
                    will cause such damage to Larson-Davis as will be
                    irreparable.  Therefore, without limiting the right of
                    Larson-Davis to pursue all other legal and equitable
                    remedies available for violation by Executive of the
                    covenants contained in this section 3, it is expressly
                    agreed that remedies other than injunctive relief cannot
                    fully compensate the Larson-Davis Group for such a violation
                    and that Larson-Davis and the Larson-Davis Group shall be
                    entitled to injunctive relief to prevent any such violation
                    of continuing violation thereof.

               (iii)      It is the intent and understanding of each party
                    hereto that if, in any action before any court of agency
                    legally empowered to enforce the covenants contained in
                    this section 3, any term, restriction, covenant, or promise
                    contained therein is found to be unreasonable and for that
                    reason unenforceable, then such term, restriction,
                    covenant, or promise shall be deemed modified to the extent
                    necessary to make it enforceable by such court or agency.

     4.        Business Ideas.

          (a)      Executive acknowledges that Larson-Davis will own all rights
               in all "Business Ideas" (as hereinafter defined) which are
               originated or developed by Executive, either alone or with
               employees or consultants of Larson-Davis, during the Employment
               Period.

          (b)      Executive agrees that, during the Employment Period, he will:

               (i)       assign to Larson-Davis all Business Ideas and promptly
                    execute all documents which Larson-Davis may reasonably
                    require to protect its patent, copyright, and other rights
                    to such Business Ideas throughout the world; and

               (ii)      promptly disclose to Larson-Davis all information
                    concerning all material Business Ideas originated by
                    Executive or any employee of Larson-Davis, which come to
                    his attention and which concern the business of
                    Larson-Davis.

          (c)      For purposes of this section 4, "Business Ideas" shall mean
               all ideas, whether or not patentable, which are originated or
               developed by Executive in connection with his employment by
               Larson-Davis and which relate to the business of Larson-Davis
               and/or the Larson-Davis Group.

     5.   Compensation and Benefits.  For all services rendered by Executive
          pursuant to this Agreement, Larson-Davis shall compensate Executive
          as follows:

          (a)      As annual compensation for Executive's services hereunder,
               in accordance with its normal payroll practices, Larson-Davis
               agrees to pay Executive during the Employment period a base
               salary of $140,000 per annum. This will be reviewed annually
               but with the first review effective January 1st 1999.

          (b)      Beginning February 2, 1998, Larson-Davis shall provide
               to Executive an annual bonus of $60,000 based on commercially
               reasonable performance standards mutually agreed to by Executive
               and the board of directors of Larson-Davis; provided that, the
               bonus for the initial calendar year of January 1, to December 31,
               1998, shall be partially fixed at $45,000 payable in three (3)
               installments of $15,000 each on June 30, September 30, December
               31, 1998. The remaining balance of $15,000 shall be payable if
               the company achieves a break even trading performance in any
               month of the current year, as defined by its management accounts
               on the EBIT line. Thereafter, performance targets shall be
               established at least 30 days prior to the beginning of the
               calendar year for which they are applicable. Except for the fixed
               element of the bonus, the bonus will be paid within 5 days of the
               filing of the Form 10K for the appropriate year. The executive
               must be in employment with the company at the time when the
               payment is due.

          (c)      The grant of an option to acquire up to 300,000 shares of
               common stock of Larson-Davis, such an option to have an exercise
               price based on the average of the closing price per share on
               each of the 5 trading days beginning on February 2nd and ending
               on February 6th. The right to exercise such option shall
               immediately vest with respect to 75,000 shares of common stock.
               The right to exercise such options will vest with regard to up to
               an additional 75,000 shares on December 31, 1998, 1999, and 2000.
               Of the shares to vest in the future, 37,500 shares shall vest on
               December 31, 1998, 1999, and 2000, on the sole condition that
               Executive is still an employee of Larson-Davis as of that date.
               The remainder of such shares, or 37,500 shares annually, shall
               only vest if (i) Executive is an employee of Larson-Davis as of
               the vesting date, and (ii) the performance criteria established
               by the board of directors of Larson-Davis for the calendar year
               then ended have been met.  The option shall be subject to such
               additional terms and conditions as are set forth in Exhibit "A"
               attached hereto and incorporated herein by this reference.  All
               shares of common stock issuable under the option shall be covered
               by an effective registration statement on Form S-8 kept current
               by Larson-Davis until December 31, 2005, or such other date as
               the option may terminate.

          (d)      Reimbursement of Executive's reasonable relocation expenses
               as set forth in Exhibit "B" attached hereto and incorporated
               herein by this reference.

          (e)      Larson-Davis shall provide to Executive at the principal
               executive offices of Larson-Davis, suitable executive offices
               and facilities appropriate for Executive's position and suitable
               for the performance of Executive's responsibilities.

          (f)      Executive shall be entitled to 3 weeks vacation and sick
               leave in accordance with the general policy of the Larson-Davis
               Group for executive level employees.  Vacations shall be taken
               by Executive at a time and with starting and ending dates
               mutually convenient to Larson - Davis and Executive.  Vacations
               or portion of vacation not used in one employment year shall
               carry over to the succeeding employment year, but shall
               thereafter expire if not used within such succeeding year.

          (g)      Larson-Davis shall reimburse Executive for all proper
               expenses incurred by him on behalf of the Company in the
               performance of his duties hereunder in accordance with the
               policies and procedures established by Larson-Davis.

          (h)      Subject to the insurability of Executive, Larson-Davis
               shall provide Executive with health, medical, and disability
               insurance policies on the same terms as offered to other
               executive level employees of Larson-Davis.  Larson-Davis shall
               additionally provide to Executive incentives, retirement,
               pension, profit sharing, stock options, or other employee
               benefit plans which are consistent with and similar to such
               plans provided by the Larson-Davis Group to its executive level
               employees generally.  Executive shall also have the right to
               participate in any other employee benefit programs provided by
               the Larson-Davis Group.

          (i)      Larson-Davis shall withhold from Executive's compensation
               hereunder all proper federal and state payroll and income taxes
               on compensation paid to Executive and shall provide an
               accounting to Executive for such amounts withheld.

     6.   Nomination to Board of Directors.  Executive shall be appointed to
          serve on the board of directors of Larson-Davis until the next
          annual meeting of shareholders.  Larson-Davis shall include
          Executive as a nominee of the Company to be presented to the
          shareholders for election to a position on the board of directors
          at the next annual meeting of shareholders and shall recommend his
          approval by the shareholders.

     7.   Termination of Agreement.

          (a)      Termination by Larson Davis for Cause.  Larson-Davis shall
               have the right, without further obligation to Executive other
               than for compensation previously accrued, to terminate the
               Agreement for cause ("Cause") by showing that (i) Executive has
               materially breached the terms hereof; (ii) Executive, in the
               reasonable determination of the board of directors of Larson-
               Davis, has been grossly negligent or engaged in material willful
               or gross misconduct in the performance of his duties; or (iii)
               Executive has committed or been convicted of fraud, embezzlement,
               theft, or dishonesty or other criminal conduct against Larson-
               Davis.

          (b)     Termination Upon Death or Disability of Executive.  This
               Agreement shall terminate immediately upon Executive's death,
               subject to the payment of Executive's base salary for a 90 day
               period after death.  This Agreement shall also terminate on the
               continued disability of Executive for a consecutive period of
               90 days.  For purposes of this paragraph "disability" shall be
               defined as the inability of Executive to substantially perform
               his duties as Executive, and a member of the board of directors
               of Larson-Davis.

          (c)      Termination Upon Change of Control.  Notwithstanding any
               provision of this agreement to the contrary, Executive may
               terminate this Agreement by providing written notice of such
               termination to Larson-Davis within sixty days (60) days of the
               occurrence of any of the following events;

               (i)       The sale, lease, exchange or other transfer in one
                    transaction or a series of transactions of all or
                    substantially all of the assets of Larson-Davis to a single
                    purchaser that is not a wholly owned subsidiary of Larson-
                    Davis or to a group of associated purchasers;

               (ii)      The sale, lease, exchange, or other disposition to a
                    single person or group of persons under common control in
                    one transaction or a series of related transactions
                    resulting in such person or persons owning, directly or
                    indirectly, greater than twenty-five percent (25%) of the
                    combined voting power of the outstanding shares of
                    Larson-Davis' common stock;

               (iii)     As a result of a merger, consolidation, sale of all or
                    substantially all of the assets of Larson-Davis, a
                    contested election, or any combination of the foregoing, the
                    persons who were directors or Larson-Davis immediately prior
                    thereto shall cease to constitute a majority of the board of
                    directors of Larson-Davis or any successor to Larson-Davis;

               (iv)      The decision by Larson-Davis to terminate its business
                    and liquidate its assets;

               (v)       The merger or consolidation of Larson-Davis in a
                    transaction in  which the shareholders of Larson-Davis
                    immediately prior to such merger or consolidation receive
                    less than fifty percent (50%) of the outstanding voting
                    securities of the new or continuing corporation; or

               (vi)      A person (within the meaning of Section 3(a)(9) or
                    Section 13(d)(3), as in effect on the date hereof, of the
                    Securities Exchange Act of 1934 (the "Exchange Act")) shall
                    become the beneficial owner (within the meaning of rule
                    13d-3 of the Exchange Act as in effect on the date hereof)
                    of fifty percent (50%) or more of the outstanding voting
                    securities of Larson-Davis.

               If, as a result of one of the foregoing events, Larson-Davis is
               not the surviving entity, the provisions of this Agreement shall
               inure to the benefit of and be binding upon the surviving or
               resulting entity.  If as a result of the merger, consolidation,
               transfer of assets, or other event listed above, the duties of
               Executive are increased, then the compensation of Executive
               provided for by this Agreement shall be reasonably adjusted
               upward to compensate for the additional duties and
               responsibilities assumed.

          (d)      Termination by Executive for Cause.  Executive shall have
               the right to terminate this Agreement in the event of (i)
               Larson-Davis' intentional breach of any covenant or term of this
               Agreement, but only if Larson-Davis fails to cure such breach
               within twenty (20) days following the receipt of written notice
               by Executive setting forth the conditions giving rise to such
               breach; (ii) the exercise of Executive's rights under subsection
               7(c).

          (e)      Termination Payment.

               (i)       Termination by Executive for Cause.  In the event that
                    Executive terminates this Agreement for Cause, Larson-Davis
                    shall:

                    (1)       Pay to Executive all amounts accrued through the
                         date of termination, any unreimbursed expenses incurred
                         pursuant to this Agreement, and any other benefit
                         specifically provided to Executive under any benefit
                         plan.

                    (2)       Pay to Executive the amount of salary that would
                         otherwise accrue to Executive during the remaining
                         Employment Period.

                    (3)       If Executive terminates this Agreement for Cause
                         on the basis set forth in subsection 7(d)(ii) of this
                         Agreement, all of the options to acquire 112,500 shares
                         that vest on December 31, 1998, 1999, and 2000 based
                         solely on the executive remaining an employee of the
                         company, that are not then vested shall immediately
                         vest and be exercisable, the performance based options
                         will only have vested based on the full achievement
                         of the performance targets;

               (ii)      Termination by Larson-Davis for Cause or Voluntary
                    Termination by Executive.  If Executive terminates this
                    Agreement for any reason other than in accordance with the
                    provisions of subsection 7(e), or if Larson-Davis terminates
                    this Agreement for Cause in accordance with subsection 7(a),
                    Larson-Davis shall deliver to Executive, within ten (10)
                    days following the effective date of such termination, all
                    amounts accrued through the date of termination, any
                    unreimbursed expenses incurred pursuant to this Agreement,
                    and any other benefits specifically provided to Executive
                    under any benefit plan.  Larson-Davis shall have no further
                    obligation to Executive. The executive is required to give
                    reasonable notice of termination of employment.

               (iii)     Voluntary termination by Larson-Davis.  Larson-Davis
                    may at any time terminate this agreement by giving 1 years
                    written notice of its intention to terminate this Agreement.
                    At the sole election of Larson Davis, the Executive can
                    either continue to carry out his duties until the expiration
                    of the agreement or the Executive can be paid the amount of
                    salary that would otherwise accrue to Executive during the
                    remaining Employment Period or a pro-rata combination of
                    the above.

          (f)       Exit Interview.  To insure a clear understanding of this
               Agreement, including but not limited to the protection of the
               business interests of Larson-Davis, Executive agrees, upon
               termination of this Agreement for any reason or the expiration
               of the Employment Period, at no additional expense to Executive,
               to engage in an exit interview with Larson-Davis at a time and
               place designated by Larson-Davis.

     8.   Indemnification.  Larson-Davis shall indemnify Executive and hold
          Executive harmless from liability for acts or decisions made by
          Executive while performing services for Larson-Davis to the
          greatest extent permitted by applicable law.  Larson-Davis shall use
          its best efforts to obtain coverage for Executive under any insurance
          policy now in force or hereafter obtained during the term of this
          Agreement insuring officers and directors of Larson-Davis against such
          liability.  Executive agrees to indemnify and to hold Larson-Davis
          harmless from any and all damages, losses, claims, liabilities, costs,
          or expenses arising from Executive's acts or omissions in violation
          of his duties under this Agreement which constitute fraud, gross
          negligence, or willful and knowing violations of the terms of this
          Agreement.

     9.   Notice.  Any notice or request required or permitted to be given
          hereunder shall be sufficient if in writing and delivered personally,
          sent by facsimile transmission, or sent by registered mail, return
          receipt requested, to the addresses hereinabove set forth or to any
          other address designated by either of the parties hereto by notice
          similarly given.  Such notice shall be deemed to have been given upon
          such personal delivery, facsimile transmission, or mailing, as the
          case may be, to the addresses set forth below:

          If to Executive, to:     Jeffrey Cohen
                                   1681 West 820 North
                                   Provo, Utah 84601
                                   Fax:  (801) 375-0182
                                   Confirmation:  (801) 375-0177

          If to Larson-Davis, to:  Larson-Davis Incorporated
                                   Attn:  Andrew Bebbington, 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 and 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

     10.  Assignment.    Except to any successor or assignee of Larson-Davis as
          provided in subsection 7(c), neither this Agreement nor any rights or
          benefits hereunder may be assigned by either party hereto without the
          prior written consent of the other party.

     11.  Attorneys' Fees.  In the event that any action, suit, arbitration,
          or other proceeding is instituted concerning or arising out of this
          Agreement, the prevailing party shall be entitled to recover all of
          such party's costs, including reasonable attorneys' fees, incurred in
          each and every such action, suit, arbitration, or other proceeding,
          including any and all appeals or petitions therefrom.

     12.  Validity of Provisions and Severability.  If any provision of
          this Agreement is, or becomes, or is deemed invalid, illegal, or
          unenforceable in any jurisdiction, such provision shall be deemed
          amended to conform to the applicable jurisdiction, or if it cannot
          be so amended without materially altering the intention of the
          parties, it will be stricken.  However, the validity, legality, and
          enforceability of any such provision shall not in any way be effected
          or impaired thereby in any other jurisdiction and the remainder of
          this Agreement shall remain    in full force and effect.

     13.  Entire Agreement.  This Agreement constitutes the entire
          agreement and understanding between the parties pertaining to the
          subject matter of this Agreement.  This Agreement supersedes all prior
          agreements, if any, any understandings, negotiations, and discussions,
          whether oral or written.  No supplement, modification, waiver, or
          termination of this Agreement shall be binding unless executed in
          writing by the party to be bound thereby.

     14.  Governing Law.  This Agreement shall be governed by and construed
          and in accordance with the laws of the state of Utah.

     IN WITNESS WHEREOF, Larson-Davis has caused this Agreement to be signed by
     its duly authorized officer and Executive has signed this Agreement as of
     the date first above written.

                              Larson-Davis:

                                   LARSON-DAVIS INCORPORATED


                                   By   /s/ Andrew Bebbington
                                     Duly Authorized Officer


                              Executive:


                                   /s/ Jeffrey Cohen
                                   Jeffrey Cohen