Exhibit 10.7
      Form of Orban/CRL Domestic Dealer Agreement used prior to May 8, 2002


                          ORBAN / CRL DEALER AGREEMENT


THIS AGREEMENT DATED ______/______/______ by and between CRL Systems, Inc.,
doing business as Orban, Inc., a Nevada Corporation, having its principal place
of business at 1525 Alvarado Street, San Leandro, California, 94577 USA, a
subsidiary of Circuit Research Labs, Inc., an Arizona Corporation with principal
offices located 2522 West Geneva Drive, Tempe, Arizona, 85282 USA (hereinafter
called the "Company"), and

_____________________________________________________

_____________________________________________________

_____________________________________________________

_____________________________________________________

a __________________ corporation (hereinafter called "Dealer").

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and
year first herein above written.

[DEALER]

By:__________________________________________________

Title:_______________________________________________

Witnessed by:________________________________________

CRL Systems, Incorporated

By:__________________________________________________

Title:_______________________________________________

Witnessed by:________________________________________


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WITNESSETH:
WHEREAS, the Company markets high quality broadcast audio signal processing
electronics products and professional audio editing systems, which are sold
under the Orban brand name; WHEREAS, the sale and distribution of Company
products is ensured through a network of specialized dealers which meet high
standards of technical competence and have personnel with the required special
skills to sell Company products; WHEREAS, Dealer represents that it has
extensive expertise and knowledge in marketing and desires to join the Company's
network of dealers and to devote itself to the sale of Company products, and to
the rendering of services related to these products, on the terms and conditions
herein set forth; WHEREAS, the Company and Dealer desire that Dealer be
appointed as an authorized dealer for the products for a limited period, as
provided in this Agreement; NOW THEREFORE, in consideration of the premises and
the mutual covenants hereinafter set forth, and for other good, sufficient and
valuable consideration, receipt of which is hereby specifically acknowledged,
the parties hereto hereby agree as follows:


1.    OWNERSHIP AND OPERATION OF DEALER

      a.  This Agreement has been entered into by the Company with Dealer in
          reliance (i) upon Dealer's representation and agreement that the
          following person(s) substantially participate(s) in the management of
          the Dealer, and (ii) upon the representation and agreement that the
          following person(s) shall have full managerial authority and
          responsibility for the operating management of Dealer in the
          performance of this Agreement with respect to the sale of the
          Products:

          Name:____________________  Address:__________________________

          Type and Percentage of Interest:____

      b.  In the event of any change in the ownership of said named person(s) in
          Dealer, or of any change in the managerial authority or responsibility
          of said named person(s) in Dealer, Dealer shall give prior written
          notice thereof (except in the event of a change caused by the death of
          any such person(s), in which case Dealer shall give immediate notice
          thereof) in writing to the Company; in any such case the Company may
          terminate this Agreement for cause pursuant to paragraph 12.b.(ii)
          hereof, or may waive such right of termination and agree with the
          Dealer to any appropriate amendment to this Agreement.


2.    DEFINITIONS

      When used in this Agreement, the following terms shall have the meanings
      set forth below:
      a.  "Products" shall mean those products of the Company Dealer is
          authorized to sell under this Agreement as more fully described in
          paragraph 3.a
      b.  "Authorized  Location(s)" shall mean, collectively, Dealer's sales
          offices at the authorized locations specifically identified in Exhibit
          A to this agreement.
      c.  "Territory" shall mean the geographic area in which Dealer has primary
          responsibility of selling and servicing the Products as described in
          Exhibit A to this agreement.


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3.    APPOINTMENT

      a.  The Company hereby appoints Dealer and Dealer hereby accepts
          appointment as the Company's authorized dealer for the Products
          manufactured and/or sold by the Company which are indicated below:

              AM and FM broadcast processing products,     Orban []  CRL []
              TV broadcast processing products,            Orban []  CRL []
              Internet products,                           Orban []  CRL []
              Specialized processing products,             Orban []  CRL []
              Digital audio editing products               Orban []

      b.  Dealer's appointment as an authorized dealer shall be:

          [] exclusive   [] nonexclusive   [] nonexclusive, sole dealer.

      c.  Dealer's Territory is set forth in Exhibit A to this agreement.

      d.  This Agreement shall become effective only upon its execution by
          Dealer and its acceptance and execution by the Company and transmittal
          to Dealer.

      b.  Dealer acknowledges that no representations of any nature have been
          made to it as to the possibility that the Company will continue its
          business relationship with Dealer upon the termination or expiration
          of this Agreement.


4.   PERFORMANCE STANDARDS

      a.  Dealer undertakes and agrees to purchase those products as are set
          forth in paragraph 3.a of this Agreement.

      b.  Dealer agrees to maintain at all times during the term of this
          Agreement a business office and sales presence at each Authorized
          Location for the sale of the Products.  Dealer shall not offer
          Products for sale at any location other than an Authorized Location
          unless the proposed location has been first approved by the Company
          in writing.

      c.  Dealer and its staff shall be intimately conversant with the technical
          language conventional to broadcast signal processing electronics
          products in general and shall possess complete knowledge concerning
          the Company's Products and their specifications, features and the
          Product's benefits.  Dealer shall conduct any sales training of its
          personnel that may be necessary to impart such knowledge and shall
          extend complete cooperation to the Company in any Product education
          programs that Company may establish.

      d.  Dealer acknowledges the importance of the Company having creditworthy
          dealers.  Dealer agrees to abide by the credit policies and credit
          standards established by the Company from time to time in the
          Company's sole discretion, and agrees to furnish to the Company from
          time to time, as the Company may reasonably request, financial
          statements of the Dealer and other financial information relevant to
          the creditworthiness of the Dealer.

      e.  Dealer shall at no time engage in "bait and switch" practices or any
          other unfair trade practices with respect to the Products and shall
          make no false or misleading representations with regard to the Company
          or the Products.  Dealer shall make no representations to customers or
          to the trade with respect to the specifications or features of the
          Products except as may be previously approved in writing or published
          by the Company.

      f.  Dealer shall advise the Company promptly concerning any information
          that may come to its attention as to charges, complaints or claims
          about the Company or the Products by customers or other persons.

      g.  Dealer warrants and represents that it has the capacity to sell the
          Products at retail to end users, and by executing this Agreement,
          Dealer warrants and represents that it shall continue


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          to maintain such capacity by qualifying at all times in the manner set
          forth in this Agreement and by adhering to the Company's sales
          policies and other standards as set forth herein and as may be set
          forth in writing from time to time by the Company.

      h.  All costs and expenses incurred by the Dealer in performance of this
          Agreement, including without limitation in connection with all
          rentals, salaries, commissions, taxes, licenses, permits, telephone,
          fax, e-mail, promotional, advertising and travel expenses, shall be
          paid by Dealer and Dealer shall not be entitled to any payment or
          reimbursement therefor from the Company, with the exception of
          expenses incurred for co-op advertising and such promotional programs
          as the Company in its sole discretion may choose to engage in from
          time to time, the payment of which will be governed by such policy
          bulletins, Price Lists (as hereinafter defined) and related materials
          as may be notified to the Dealer by Company from time to time.

      i.  Dealer agrees to comply with all applicable federal, state and local
          laws and regulations in performing its obligations under this
          Agreement, including without limitation all laws and regulations with
          regard to warranties.  Dealer shall maintain a copy of the Company's
          warranty to end-users available to end users upon request at all times
          during business hours.

      j.  Dealer agrees to promote the goodwill and name of the Company and to
          do everything within its capacity to further the interests of the
          Company.

      k.  Dealer shall conduct its operations in a manner that will not
          adversely affect the high image, credibility and reputation of the
          Company and the Products.

      l.  Subject to applicable law, the Company shall have the right to impose
          performance standards other and different than those set forth herein
          at any time in its sole and exclusive discretion.

      m.  Dealer shall not sell or ship Products outside of Continental U.S.,
          Hawaii, Alaska, and Puerto Rico without prior approval in writing from
          the Company, or unless the Territory assigned in Exhibit A. includes
          such geographical areas.

      n.  Dealer agrees not to sell or otherwise transfer the Products to any
          person or entity for resale, other than an authorized Company dealer,
          without the prior written consent of the Company.

      o.  Dealer shall procure and, at all times, maintain an all risk liability
          insurance policy for an amount of not less than one million dollars.

      c.  Dealer agrees to abide by any and all terms and conditions as set
          forth in the supplemental materials to this agreement.


5.    PRICES AND PAYMENTS

      a.  The Products, prices, credit and payment terms are identified in the
          Company's price list(s), credit application form and Exhibit B herein,
          for Products as they are issued from time to time (hereinafter called
          the "Price List").  Dealer acknowledges receipt of the current Price
          List for Products authorized for sale by Dealer.  Subject to paragraph
          9, the parties agree that the Price List and each of the terms and
          conditions contained in the Price List and Exhibit B, in their current
          form or as modified by the Company from time to time, at the Company's
          discretion, shall be considered an integral part of this Agreement.
          No provisions contained in Dealer's purchase orders or other business
          forms which are in addition to or different from the terms and
          conditions stated in the Price Lists or this Agreement shall be of any
          force or effect whatsoever under any circumstances, and the Company's
          failure to object to any such provisions shall not be deemed a waiver
          of its rights to the contrary.  When new Price Lists are issued to
          Dealer by the Company, they shall automatically become a part of this
          Agreement and shall supersede all prior Price Lists as of their
          specified effective dates.

      b.  Federal, state or municipal taxes now or hereafter imposed with
          respect to all sales and/or the production, treatment, manufacture,
          delivery, transportation or proceeds of the Products specified against
          such sales (except income taxes applicable to the Company) will be for
          the sole account of Dealer, and if paid or required to be paid by the
          Company, the amount thereof will be added to and become part of the
          price payable by Dealer to Company.  Sales or use

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          taxes of any kind in any way related to the Products, which are
          required by law to be collected or paid by the Company, shall be
          additional to Products' prices quoted in the Price Lists.

      c.  If, in accordance with the applicable Price List or the other
          agreement of the parties, Products are sold to Dealer on open account,
          Dealer shall pay to the Company the full amount of the purchase price
          of the Products, net of any specified discount for prompt or early
          payment, upon the due date specified in the Company's invoice
          therefor.  All open accounts unpaid beyond the due date of invoice
          will bear interest at an annual rate of eighteen percent (18%).  If,
          under applicable state law, such rate is usurious, then the rate of
          interest shall be the maximum legal rate of interest allowable in such
          state.

      d.  In the event Dealer's account with the Company is past due, the
          Company may, in addition to any other remedies it may have under this
          Agreement or otherwise: (i) refuse any orders placed by Dealer or
          cancel or delay shipments of Products or parts; (ii) declare all sums
          owed to the Company by Dealer immediately due and payable; and (iii)
          make further sales of the Products to Dealer on a C.O.D. or cash in
          advance basis only.

      e.  Dealer hereby grants to the Company a security interest in all
          Products the Company sells to Dealer and all sales proceeds of Dealer
          with respect thereto, and Dealer agrees that, upon the Company's
          request, Dealer will forthwith execute any and all financing
          statements and other documents that may be necessary in order to
          create a perfected security interest therein in favor of the Company
          (in each jurisdiction requested by the Company).

      f.  In the event that it becomes necessary for the Company to institute
          litigation or arbitration to collect sums owed by Dealer, Dealer shall
          be responsible for all attorney's fees and costs incurred by the
          Company in connection with such litigation or arbitration, should a
          judgment or award in the Company's favor be entered.

      d.  Subject to applicable law, the Company shall have the right to impose
          performance standards other and different than those set forth herein
          at any time in its sole and exclusive discretion.


6.    DELIVERY, TITLE, RISK OF LOSS AND INSPECTION

      a.  The Company will use its best efforts to fill orders accepted by the
          Company from Dealer as promptly as conditions permit, subject to the
          provisions of paragraphs 7.d and 9.c hereof.  However, the Company
          shall not be liable to Dealer for any damages, whether direct or
          indirect, incidental, consequential or otherwise, for failure to ship
          Products, delay in shipment of Products, or for errors in shipment of
          Products to Dealer.  Further, where partial shipments are
          contemplated, delay in delivery of an installment shall not relieve
          Dealer of its obligation to make payment therefor or to accept the
          remaining installments.

      b.  Dealer agrees to accept shipment of the Products EX Factory,
          San Leandro, California, Tempe, Arizona or EX such other place of
          shipment as the Company in its sole discretion determines is
          appropriate.  Title to and risk of loss of the Products in respect of
          each sale shall pass to the Dealer upon the Company placing such
          Products in the custody of a carrier for shipment to Dealer. The
          Company shall in no event have any responsibility for damage caused to
          the Products during shipment, and it shall be the sole responsibility
          of Dealer to file any appropriate claims for such damages with the
          carrier or with Dealer's insurance carrier.

      c.  Within thirty (30) days following the date of receipt of Products by
          Dealer, Dealer shall inspect the Products and shall immediately notify
          the Company of any defects in the Products.

      d.  Dealer shall not return any Products delivered to Dealer without prior
          written authorization from the Company.  All Products returned by
          Dealer to the Company for any reason must be shipped prepaid, and must
          be shipped in suitable packaging, at least equivalent to the original
          carton supplied with the Products.  The Company shall have no
          obligation to accept unauthorized returns of Products.  All
          unauthorized returns shall be subject to a handling charge due to the
          Company from the Dealer of fifteen percent (15%) of the then
          prevailing invoice price of such returned item(s) plus any freight,
          insurance or similar charges previously paid or incurred by the
          Company in connection with the shipment.

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7.    DISCLAIMER OF IMPLIED WARRANTIES / LIMITATIONS ON DAMAGES AND REMEDIES


      a.  THE COMPANY EXTENDS LIMITED EXPRESS WARRANTIES SOLELY TO END-USERS OF
          THE PRODUCTS AND NOT TO DEALER.  THE COMPANY MAKES NO EXPRESS OR
          IMPLIED WARRANTIES OF ANY KIND TO DEALER WITH RESPECT TO THE PRODUCTS.
          ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED
          WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
          ARE HEREBY DISCLAIMED AND EXCLUDED.

      b.  Dealer agrees that it shall make no warranties or representations,
          either orally or in writing, to anyone on behalf of or in the name of
          the Company.  Dealer agrees to indemnify and hold the Company harmless
          from and against any and all claims, demands, liabilities, damages,
          losses, costs and expenses, including without limitation reasonable
          attorney's fees, which the Company may suffer or incur by reason of
          any Dealer breach of this provision.


8.    RESERVATION OF RIGHT

      a.  The Company may in its sole discretion from time to time and without
          prior notice to Dealer add or delete any Products or line of Products
          eligible to be sold to Dealer, provided that paragraph 3.a of this
          Agreement shall be deemed to have been modified by any such addition
          or deletion only upon the Company giving written notice thereof to
          Dealer.

      b.  The Company in its sole discretion shall have the right to modify
          prices or terms set forth in the Price Lists at any time without prior
          notice to Dealer, provided that such modifications shall be applicable
          only to orders that have not been shipped prior to the modifications.

      c.  Notwithstanding any other provision of this Agreement, no order shall
          be deemed binding upon the Company until accepted by the Company, and
          the Company reserves the right to reject any order or to cancel the
          same or any part thereof after acceptance for credit reasons or any
          other reason whatsoever deemed by the Company to be sufficient.

      c.  The Company shall have the right to make partial shipments with
          respect to Dealer's orders, which shipments shall be separately
          invoiced and paid for when due, without regard to subsequent
          shipments.


9.    RELATIONSHIP OF THE PARTIES

      The Company and Dealer agree that their relationship is that of buyer and
      seller only. Nothing stated in this Agreement shall be construed as
      creating the relationship of employer and employee, master and servant,
      principal and agent, franchiser and franchisee or joint venture between
      the parties hereto. Dealer shall be deemed an independent contractor at
      all times with respect to its performance hereunder, and shall have no
      right or authority, whether expressed or implied, to assume or create, or
      purport to assume or create, any obligation in the name of or on behalf
      of the Company. Dealer agrees to indemnify and hold the Company harmless
      from and against any and all claims, demands, liabilities, damages,
      losses, costs and expenses whatsoever, asserted or incurred by any person
      or entity, including without limitation reasonable attorney's fees, which
      the Company may suffer or incur by reason of any Dealer breach of this
      provision.


10.   TRADE NAMES, TRADEMARKS AND PROPRIETARY RIGHTS

      a.   Dealer acknowledges that the Company is the owner or licensee of all
           Orban and CRL patents, copyrights, trademarks (including without
           limitation "Orban, Optimod, and Audicy and Amigo", service marks,
           trade names, trade secrets, designs and other proprietary rights in
           connection with or applicable to the sale and service of the
           Products, parts and supplies, and agrees it shall never contest such
           right).

      b.   If under Section 3.b. dealer is an authorized Dealer of Orban or CRL,
           then Dealer is authorized by the Company to display the names "Orban"
           or "CRL" for display by Dealer, in connection with selling,
           advertising and promoting the sale of the Products, but nothing in
           this Agreement gives Dealer any right or interest in such trademarks
           or names except with


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          respect to such limited use in connection with the sale, advertising
          and promotion of the Products.

      c.  Dealer agrees that it shall not attach any additional trademarks or
          other trade designations to the Products.  Dealer further agrees not
          to affix the Company trademark or trade name to products other than
          the appropriate Products covered by this Agreement.

      d.  Dealer shall not remove trademarks or serial numbers from or alter any
          of the Products in any manner whatsoever or engage in any other
          activity which will in any way tend to impair the reputation of the
          Company or of the Products.

      e.  Dealer shall never use or adopt the name of "Orban" or "CRL" or use or
          adopt any other name, trade name, trading style or commercial
          designation owned or used by the Company, or use the name of the
          Company, in Dealer's trade or corporate name.

      f.  Dealer shall, at its cost, fully cooperate with all efforts of the
          Company, including participating in any legal action, which the
          Company may undertake to protect and enforce its patents, copyrights,
          trademarks, service marks, trade names, trade secrets, designs or
          other proprietary rights.

      g.  Dealer agrees to adhere to graphic, verbal and thematic standards set
          forth from time to time in supplemental materials provided by the
          Company.

      h.  Upon termination of this Agreement for any reason, Dealer agrees to
          discontinue any and all use of the Company's trademarks and trade
          names, including such use in advertising, and further agrees to
          (i) remove all signs designating Dealer as an authorized dealer for
          the Products or that include any trade names or trademarks of the
          Company and (ii) notify and instruct publications and others who
          publish or broadcast Dealer's name as an authorized dealer of the
          Company to discontinue such publication or broadcast.


11.   DURATION OF AGREEMENT

      This Agreement shall expire on: ____/____/____.  Dealer acknowledges that
      no representation of any nature has been made to it as to the possibility
      that the Company will continue its business relationship with Dealer upon
      termination or expiration of the Agreement.


12.   TERMINATION

      a.  Either party may terminate this Agreement at any time, as to any or
          all Products with or without cause. Where the termination is without
          cause, the terminating party shall give thirty (30) day's prior
          written notice to the other party, and termination shall be effective
          upon expiration of such thirty (30) day period.  Where the termination
          by either party is for cause, termination shall be deemed to be
          effective as of the date of the happening of the event or contingency
          constituting the cause, provided that the terminating party gives the
          other party written confirmation of termination (and of cause for
          termination) within a reasonable time following such event or
          contingency.

      b.  For purposes of this Agreement, cause for termination of the Dealer
          shall include, but not be limited to, the following events or
          contingencies:

          (i)   if Dealer breaches any of the obligations undertaken by it in
                this Agreement, including without limitation any of its
                obligations set forth in paragraphs 1, 4, 5, 6.b, 7.b, 10, 16
                and 17 hereof;

          (ii)  in the event of any change for which Dealer is required to
                notify the Company pursuant to paragraph 11.b. herein;

          (iii) if Dealer assigns or attempts to assign any interest in this
                Agreement without the Company's prior written consent;


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          (iv)  if Dealer sells, transfers or relinquishes, voluntarily or
                involuntarily by operation of law or otherwise, any substantial
                interest in the direct or indirect ownership of Dealer, or makes
                any change in the operating management of Dealer;

          (v)   if Dealer becomes insolvent or in the reasonable opinion of the
                Company will become insolvent within a period not exceeding six
                (6) months, files or has filed against it a petition in
                bankruptcy or insolvency, makes a general assignment for the
                benefit of its creditors or has a receiver or trustee appointed
                for its business or properties.

      i.  In the event of termination of this Agreement for "cause," all orders
          not yet shipped to Dealer shall be automatically canceled.  In the
          event of termination of this Agreement without cause, any Products
          shipped after notice is given by the terminating party but prior to
          the effective date of termination, shall be paid to the Company by
          certified or cashier's check prior to such effective date of
          termination

      j.  Following termination of this Agreement for any reason, Dealer shall
          submit to the Company, within ten (10) days following the effective
          date of termination, a list of all Products owned by Dealer as of the
          effective date of termination. The Company may, but need not,
          repurchase any or all of such Products from Dealer, at the prevailing
          price for such Products or parts as then shown on the applicable Price
          List or at such other price as the parties may mutually agree to, upon
          giving written notice of its intention to Dealer within thirty (30)
          days after receipt of the Products list from Dealer.  Upon receipt of
          notice that the Company intends to exercise its repurchase option,
          Dealer agrees to have the Products delivered at Dealer's expense to
          the Company's San Leandro, California facilities or to such location
          in the United States as the Company may designate in the notice.  The
          Company shall have the right to inspect all such returned Products
          before accepting their repurchase.  The Company shall be entitled to
          reject and return to Dealer, freight collect, within fifteen (15) days
          of the Company's receipt of the returned Products, any Products which,
          in the Company's sole judgment, are in unacceptable condition.
          Repurchase shall be consummated at the prices established by the
          parties in accordance with this paragraph for the Products in
          question, less any costs incurred by the Company for repair,
          refurbishing or repackaging of the Products.  After receipt of the
          Products from Dealer, the Company will issue an appropriate credit to
          Dealer's account, or if no accounts are outstanding, will make payment
          to Dealer.

      k.  Dealer shall, at its expense, within ten (10) days following the
          effective date of termination, return to the Company all documents,
          materials and all tangible property supplied to Dealer without charge
          by the Company, and any confidential information and trade secrets
          received from the Company, provided that where such confidential
          information is not in written form or where the parties have agreed it
          is incapable of return, Dealer shall forever maintain the
          confidentiality of such confidential information.

      l.  Any termination of this Agreement shall be without prejudice to any
          right that shall have accrued to either party hereunder prior to such
          termination.

      m.  NEITHER THE COMPANY NOR DEALER SHALL BE LIABLE TO THE OTHER FOR
          COMPENSATION, REIMBURSEMENT, LOST PROFITS, INDIRECT, INCIDENTAL OR
          CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY OTHER KIND OF CHARACTER, AS A
          RESULT OF ANY TERMINATION FOR ANY REASON OR NON-RENEWAL OF THIS
          AGREEMENT, AND EACH PARTY HEREBY WAIVES ANY RIGHT IT HAS OR MIGHT HAVE
          TO MAKE A CLAIM OR DEMAND THEREFORE.


13.   CONFORMITY WITH LOCAL LAW

      The rights and obligations of the parties hereto under this Agreement
      shall be subject to all applicable laws, orders, regulation, directions,
      restrictions and limitations of governments having jurisdiction over the
      parties hereto.  In the event, however, that any such law, order,
      regulation,


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      direction, restriction or limitation, or the interpretation thereof, shall
      in the judgment of either party substantially alter the relationship
      between the parties under this Agreement, or the advantages derived from
      such relationship, either party may request the other party hereto to
      modify this Agreement, and, if, within thirty (30) days subsequent to the
      making of such request, the parties hereto are unable to agree upon a
      mutually satisfactory modification hereof, then the party giving notice
      may terminate this Agreement pursuant to the termination without cause
      provisions of paragraph 12.a.


14.   FORCE MAJEURE

      The Company shall not be liable under the provisions of this Agreement for
      damages on account of strikes, lockouts, accidents, fires, delays in
      manufacturing, delays of carriers, acts of God, governmental actions,
      state of war or any other causes which are unforeseeable or are beyond the
      control of the Company, whether or not similar to those enumerated.

15.   INDEMNIFICATION

      Dealer agrees to indemnify and hold the Company harmless from and against
      any and all claims, damages and liabilities whatsoever, asserted by any
      person or entity, resulting directly or indirectly from its performance or
      any breach by Dealer of this Agreement, the acts or omissions of Dealer,
      its employees or agents, or otherwise resulting from Dealer's operation of
      its business.  Such indemnification shall include but not be limited to
      the payment to the Company of all costs and attorney's fees expended by
      the Company in defending any such claims.


16.   ASSIGNMENT

      Dealer shall not assign this Agreement or any right hereunder or interest
      herein without the prior written consent of the Company, and any attempted
      assignment shall be null and void.  The Company may in its sole
      discretion, at any time, assign all or any part of this Agreement, its
      rights or interests herein, to a partner, subsidiary or affiliated firm or
      entity, or to another entity in connection with the sale or transfer of
      all or substantially all of its business assets.  Subject to these
      restrictions, the provisions of this Agreement shall be binding upon and
      inure to the benefit of the parties, their successors and permitted
      assigns.


17.   NOTICES

      All notices and demands of any kind which either the Company or Dealer may
      be required or may desire to serve upon the other under the terms of this
      Agreement shall be in writing and shall be served by personal delivery or
      by mail at the principal place of business of the other party indicated in
      this Agreement, or at such other address as a party may subsequently
      designate in writing to the other party.  All notices or demands by mail
      shall be sent by certified or registered mail, return receipt requested.
      If by personal delivery, service shall be deemed complete upon such
      delivery.  If by mail, service shall be deemed complete at the expiration
      of the third day after the date of mailing.


18.   NON-WAIVER

      The failure or refusal by the Company either to insist upon the strict
      performance of any provision of this Agreement or to exercise any right in
      any one or more instances or circumstances shall not be construed as a
      waiver or relinquishment of such provision or right, nor shall such
      failure or refusal be deemed a custom or practice contrary to such
      provision or right.


19.   GOVERNING LAW AND ARBITRATION

      a.  This Agreement was made in the State of California, and shall, for all
          purposes, be governed by and construed in accordance with the laws of
          the State of California.


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<PAGE>


      b.  Except for petitions for injunctive relief or interim relief, which
          shall be filed in a court with appropriate jurisdiction in Alameda
          County, California, any controversy or claim arising out of or
          relating to this Agreement, or the breach or validity thereof, whether
          at common law or under statute, including without limitation claims
          asserting violation of the antitrust laws, shall be settled by final
          and binding arbitration in accordance with the Rules for Commercial
          Arbitration of the American Arbitration Association ("AAA") in effect
          at the time of the execution of this Agreement.  Judgment upon the
          award rendered by the Arbitrator may be entered in any court having
          jurisdiction thereof.

      c.  The arbitration shall be conducted by a sole Arbitrator, to be
          appointed by the parties within ten (10) days from the filing of the
          Demand and Submission, in accordance with Section 7 of the Rules, at
          any Regional Office of the AAA.  If the parties fail to agree upon a
          sole Arbitrator within said ten (10) days, the arbitration shall be
          conducted by a sole Arbitrator appointed by the AAA in accordance with
          Section 14 of the Rules.

      d.  The place of arbitration shall be San Leandro, California, and the
          award shall be issued at the place of arbitration.  The Arbitrator
          may, however, call and conduct hearings and meetings at such other
          places as the parties may agree. The law applicable to the arbitration
          procedure shall be the law of the place of arbitration. The Arbitrator
          shall determine the merits of the matters in dispute in accordance
          with the law of the State of California.

      e.  The Arbitrator shall not have the power to alter, modify, amend, add
          to or subtract from any term of provision of this Agreement, nor to
          rule or grant any extension, renewal or continuance of this Agreement,
          nor to award damages or other remedies expressly prohibited by this
          nor to grant injunctive relief, including interim relief, of any
          nature.

      e.  The decision (award) of the Arbitrator shall be final and binding on
          the parties.  Judgment upon the award rendered by the Arbitrator may
          be entered in any court having jurisdiction thereof or having
          jurisdiction over one or more the parties or their assets.  The
          parties specifically waive any right they may enjoy to apply to any
          court for relief from the provisions of this Article or from any
          decision of the Arbitrator made prior to the award.


20.   SEVERABILITY

      In the event that any of the provisions of this Agreement or the
      application of any such provisions to the parties hereto with respect to
      their obligations hereunder shall be held by a court or other tribunal of
      competent jurisdiction to be unlawful or unenforceable, the remaining
      provisions of this Agreement shall remain in full force and effect and
      shall be construed so as to give the fullest effect to the intent of the
      parties expressed herein.


21.   RELEASE OF EXISTING CLAIMS

      a.  Except with respect to the terms and conditions contained in this
          Agreement, the parties hereto and all of their directors, officers,
          shareholders, partners, heirs, employees, servants, parents,
          subsidiaries, affiliates, attorneys, insurers, assigns, successors,
          family members, agents and representatives, past and present, and each
          of them, and all the respective successors, assigns, heirs, executors,
          administrators and any legal personal representatives of each of the
          foregoing, and each of them, hereby release, remise, acquit and
          forever discharge each other, and all of the foregoing, from any and
          all claims, demands, actions, causes of action, debts, liabilities,
          rights, contracts, obligations, duties, damages, costs, expenses or
          losses, of every kind and nature whatsoever, and by whomever asserted,
          whether at this time known or suspected, or unknown or unsuspected,
          anticipated or contingent, direct or indirect, fixed or contingent,
          which may presently


                                      -11-
<PAGE>


          exist or which may hereafter become known, in law or in equity, in the
          nature of an administrative proceeding or otherwise, for or by reason
          of any event, transaction, matter or cause whatsoever, from the
          beginning of time until the date of the execution of this Agreement by
          the Company, excepting however, that the Company reserves its rights
          against Dealer for payment with respect to Products previously
          invoiced to Dealer, and Dealer reserves its rights against the Company
          only for accounting matters previously arising  either out of returns
          of Products to the Company or for accruals for co-operative
          advertising, if applicable.

      b.  The parties hereby expressly acknowledge and agree that the foregoing
          releases and waiver are essential and material terms of this
          Agreement, and without such provisions, this Agreement would not have
          been entered into.

      c.  It is the intention of the parties that the releases contained herein
          shall not affect any rights conferred by or arising under this
          Agreement, but that said releases shall be effective as a bar to each
          and every claim, demand and cause of action specified above.


22.   ENTIRE AGREEMENT

      This Agreement supersedes and cancels any and all other prior agreements
      between the parties hereto, oral or written, express or implied, with
      respect to the subject matter hereof.  This Agreement, together with its
      Exhibits and the Price Lists, set forth the entire agreement between the
      parties hereto; it may not be changed, altered, modified or amended except
      by a written instrument signed by the authorized representatives of both
      parties hereto or as otherwise expressly provided for herein.


                                      -12-
<PAGE>


                  Exhibit A - Authorized Territory & Locations



Dealer's territory is:

Principle location:

Contact
-------
Street
-----------------------------------------------------------------------------
City,                               State,            ZIP
-----------------------------------------------------------------------------
Telephone:                  Fax:                 e-mail:
-----------------------------------------------------------------------------


Alternate locations:

Contact:
--------
Street
-----------------------------------------------------------------------------
City,                               State,            ZIP
-----------------------------------------------------------------------------
Telephone:                  Fax:                 e-mail:
-----------------------------------------------------------------------------


Contact:
--------
Street
-----------------------------------------------------------------------------
City,                               State,            ZIP
-----------------------------------------------------------------------------
Telephone:                  Fax:                 e-mail:
-----------------------------------------------------------------------------


Contact:
--------
Street
-----------------------------------------------------------------------------
City,                               State,            ZIP
-----------------------------------------------------------------------------
Telephone:                  Fax:                 e-mail:
-----------------------------------------------------------------------------



                           Exhibit B - Discount, Terms

Dealer is entitled to a 20% discount from current published Professional User
Price List with an additional 5% net 10. Unless other arrangements have been
made, all accounts are due and payable within 30 days of invoice date. A current
Credit Application must be on file at Orban or CRL to maintain an open account.


                                      -13-