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                             IRREVOCABLE PROXY
                        (COUPLED WITH AN INTEREST)

  This IRREVOCABLE PROXY (this "Proxy") is executed as of April 24, 1996, 
by GREGORY TIMM, ESQ., Trustee for the benefit of R. EUGENE RIDER and EVA
FORSBERG-RIDER, husband and wife (the "BD Stockholders"), in favor of RONALD
H. COLE ("Cole"), and his successors and assigns, with respect to 250,000
shares of voting common stock in BROWN DISC PRODUCTS COMPANY, INC., a 
Colorado corporation (the "Corporation"), which shares will be issued to and
owned of record and beneficially by the Trustee for the BD Stockholders, and
which will become subject to the terms of this Proxy, at the rate of 50,000
shares per month commencing on April 24, 9996, and continuing for a period of
four (4) months thereafter (all of such shares of voting common stock being
herein called the "Proxy Shares").  Any other voting capital stock of the
Corporation hereafter received by the BD Stockholders as stock dividends or
other distributions with respect to the Proxy Shares shall be subject to this
Proxy and included within the definition of Proxy Shares for the purposes
hereof.

  This  Proxy has been executed pursuant to a Settlement Agreement among
the BD Stockholders, the Corporation and Cole on the date hereof and shall
therefore be considered an instrument coupled with an interest for purposes of
applicable law.

  NOW, THEREFORE, and in consideration of the premises and of the
covenants and agreements herein contained and the advance of funds to the
Company contemplated by the Loan, it is mutually agreed as follows:

  Section 1.    Grant of Proxy.    The undersigned Trustee for the BD
Stockholders, HEREBY APPOINTS RONALD H. COLE, an individual with a place of
business at 1120 Elkton Dr., Colorado Springs, CO 80907, and his successors 
and assigns, as the true and lawful attorneys-in-fact, agents and proxies of
the undersigned Trustee for the BD Stockholders, with full power of
substitution, to vote all of the Proxy Shares and any other shares of voting
capital stock of the Corporation which the undersigned Trustee for the BD
Stockholders may be entitled to vote at any meeting of shareholders of the
Corporation, or otherwise, and at any adjournment thereof, with all powers 
which the undersigned Trustee for the BD Stockholders would possess if
personally present, including the right to vote, give consents and execute
waivers in respect to all matters, whether or not in the ordinary course of
business of the Corporation.

  Section 2.    Irrevocable Nature and Term of this Proxy.   This proxy,
having been granted in consideration of the Shares described above, shall be
deemed a proxy coupled with an interest and shall be irrevocable until
September 7, 1997.

  Section 3.    Ownership of, and Restrictions Upon, Proxy

















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Shares.    The undersigned Trustee for the BD Stockholders hereby represent
and warrant that (a) the undersigned Trustee for the BD Stockholders presently
owns of record and beneficially 250,000 shares of the Corporation's voting
common stock constituting the Proxy Shares;  (b) the undersigned has not
granted any proxy or other voting interest with respect to such Proxy Shares
to any other third party;  and (c) so long as this Agreement remains in
effect, the Trustee for the BD Stockholders will not execute or deliver to
others proxy forms or consents relating to meetings or actions of stockholders 
of the Corporation and will promptly provide Cole with copies of any
stockholder' communications received by any BD Stockholder and will not take
any other action inconsistent with this Proxy.

  Section 4.    Legend.    The undersigned Trustee for the BD Stockholders
agree to cause the certificates evidencing the Proxy Shares, as they are
issued, to be promptly imprinted with a legend referring to the proxy imposed 
by this Proxy and to furnish evidence thereof to Cole.

  Section 5.    Filing of Proxy.    The undersigned Trustee for the BD
Stockholders authorize and direct the proxyholder, or any of his successors
and assigns, to substitute another person or persons as proxyholders and to 
file a substitution instrument with the Secretary of the Corporation.

  Section 6.    Successors and Assigns.    This proxy agreement shall  be 
binding upon each of the BD stockholders and their respective heirs, legal
representatives, successors and assigns.

  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

/s/  Gregory D. Timm
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GREGORY TIMM, ESQ., Trustee for the BD Stockholders

THE UNDERSIGNED CORPORATION HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF THE ABOVE
IRREVOCABLE PROXY (COUPLED WITH AN INTEREST).

Corporation

BROWN DISC PRODUCTS COMPANY, INC.

BY:   /s/  Ronald H. Cole
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LEGEND TO BE IMPRINTED ON THE PROXY SHARE CERTIFICATES AND ANY REISSUANCE(S) 
THEREOF  AND  STOCK  DIVIDENDS  OR  OTHER  VOTING SECURITIES DISTRIBUTED WITH
RESPECT THERETO:

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN
IRREVOCABLE PROXY COUPLED WITH AN INTEREST AS SET FORTH IN A PROXY AGREEMENT
DATED APRIL 24, 1996 IN FAVOR OF RONALD H. COLE EXECUTED BY THE REGISTERED
HOLDER OF THIS CERTIFICATE.  A COPY MAY BE OBTAINED FROM THE SECRETARY OF THE 
CORPORATION AT ITS PRINCIPAL EXECUTIVE OFFICE IN COLORADO.  SUCH IRREVOCABLE 
PROXY EXPIRES ON SEPTEMBER 7, 1997.











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