Exhibit 10.6


                              GRANT OF STOCK OPTION


          This Option to Purchase Shares (the "Option") is granted as of this
23rd day of January, 2002 (the "Effective Date") to _______________________
("Holder") by CIRCUIT RESEARCH LABS, INC., an Arizona corporation (the
"Company").

          1.   This Option is granted pursuant to the terms of a resolution
of the Board of Directors adopted January 23, 2002.

          2.   The Company does hereby grant to Holder an option to purchase
50,000 shares of common stock of the Company (the "Option Shares") for a
purchase price of $1.00 per share, payable in cash.  This Option may be
exercised in whole or in part at any time and from time to time within
twenty-four months of the Effective Date (the "Option Period") until Holder has
purchased the entire number of Option Shares.  This Option shall expire at the
end of the Option Period, and Holder has the right to purchase only that number
of Option Shares which it has purchased pursuant to the Option during the Option
Period.

          3.   To purchase any or all of the Option Shares during the Option
Period, Holder shall deliver to the Company cash in the amount of the purchase
price of the Option Shares to be purchased together with a written request that
the shares be issued to it.  Holder shall also execute such additional
documentation as may be reasonably requested at the time by the Company in
connection with the issuance of the Option Shares purchased by Holder.

          4.   Holder agrees that it has acquired this Option and will acquire
all shares purchased pursuant hereto with an intent to invest and without any
intent to distribute or redistribute this Option or the shares.  Holder agrees
that this option and the shares to be issued upon its exercise are and will be
restricted as to resale by the provisions of the Securities Act of 1933, the
Securities Exchange Act of 1934, the Arizona Securities Act, and other
applicable laws.  Holder agrees that it will not sell or transfer the option or
any of the shares of the Company acquired by it without providing to the Company
an opinion from counsel to the Company that such sale or transfer can be
effected without violation of any applicable securities laws.  Holder agrees
that the Company has no obligation to effect registration of any such shares or
take actions it would not otherwise take to facilitate the sale or transfer of
any such shares.

          5.   If the shares of the Company are subject to a stock split,
reverse split, stock dividend, or are converted into the shares of some other
entity as the result of a merger, consolidation or reorganization, the shares of
the Company subject to this Option and the purchase price shall be adjusted
accordingly.  If the Company enters into a transaction by which the shares of
its common stock shall be converted into cash or into the securities of any
other company, the Company, on thirty days written notice to Holder, may
accelerate the termination of the Option Period to end on the day immediately
prior to the date of conversion, and Holder may exercise its option to purchase
some or all of the Option Shares only prior to or on the accelerated ending date
of the Option Period.

          6.   The parties agree that neither party shall be responsible for or
liable to file any reports or seek any approvals required by securities laws to
be made or done by the other party.  Each party hereto represents to the other
that it is fully aware of all reporting and filing


                                       -1-
<PAGE>
requirements imposed by securities laws as a result of this Agreement and each
will fulfill all obligations imposed on it.

          7.   Each party agrees to execute, acknowledge and deliver such other
and further documents, instruments and statements as may be necessary to carry
out the intent and provisions of this Agreement and to comply with all
applicable laws, rules and regulations.

          8.   If there is any arbitration or litigation by or among the parties
to enforce or interpret any provision of this Agreement or any rights arising
hereunder, the unsuccessful party in such arbitration or litigation, as
determined by the arbitrator or court, shall pay to the successful party, as
determined by the arbitrator or court, all costs and expenses, including without
limitation attorneys' fees and costs, incurred by the successful party, such
costs and expenses to be determined by the arbitrator or court sitting without a
jury.

          9.   This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, legal representatives, successors
and permitted assigns.  Holder may sell, assign or transfer its rights under
this Option, but only if it does so in a manner permitted by applicable
securities laws for the transfer of securities which have not been registered
under securities laws and if it provides the Company with an opinion of counsel
satisfactory to the Company that such transfer does not violate any applicable
securities law.

          10.  This Agreement shall be governed by, and construed in accordance
with, the laws of the state of Arizona, without the application of any law of
conflicts of laws that would require or permit the application of the laws of
any other jurisdiction.

          DATED as of the Effective Date.

                              CIRCUIT RESEARCH LABS, INC., an Arizona
                              corporation



                              By ___________________________________________
                                   Charles Jayson Brentlinger, President


                                       -2-