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                        SETTLEMENT TRUST AGREEMENT

  THIS SETTLEMENT TRUST AGREEMENT is made and entered into effective April
24,  1996, by and among BROWN DISC PRODUCTS, INC. and RONALD H. COLE
(collectively referred to as "Grantors") and GREGORY TIMM, ESQ., (hereafter
referred to as "Trustee").

                          ARTICLE 1.00 - PURPOSES

  1.01  The purpose of this trust is to create a mechanism to implement
paragraph 3 of a Settlement Agreement and General Release entered into by the
Grantors and R. Eugene Rider and Eva Forsberg-Rider on the same day of this
Trust Agreement, a copy of which Settlement Agreement and General Release is
attached hereto as Exhibit A.

                      ARTICLE 2.00 - THE TRUST CORPUS

  2.02  The Grantors assign, convey, transfer and deliver to the Trustee
250,000 shares of stock (in certificates of 50,000 shares each) in Brown Disc
Products, Inc., issued to R. Eugene Rider and Eva Forsberg-Rider (the
"Beneficiaries") as joint tenants with rights of survivorship.  These shares
of stock shall constitute the trust corpus and shall be held and distributed
as provided for in this Settlement Trust Agreement.

       ARTICLE 3.00 - ADMINISTRATION DURING TERM OF TRUST AND PROXY

  3.01  During the term of this trust, the Trustee shall accept all
income, dividends, or additions, if any, attributable to the corpus and hold
the same for distribution upon termination of the trust.  On the effective
date this Settlement Trust Agreement is established and the trust corpus
received and on the same day of each subsequent month thereafter, 50,000
shares per month shall become subject to the terms and conditions of the
irrevocable proxy attached hereto as Exhibit B so that at the end of 4 months
from the date of this Settlement Trust Agreement, all 250,000 shares held in
trust shall be subject to said proxy.

  The voting rights of those shares not subject to the proxy shall be
exercised by the Trustee as he determines appropriate after consultation with
the Beneficiaries.

                    ARTICLE 4.00 - TERMINATION OF TRUST

  4.01  Upon the agreement of the Grantors and the Beneficiaries or on May
5, 1998, which ever occurs first, the Trustee shall deliver the trusts corpus 
and any other income, dividends, or additions, if any, to the Beneficiaries,
take proper receipt therefor and this trust shall terminate.


















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                          ARTICLE 5.00 - TRUSTEE

  5.01  The Trustee shall serve without surety on any bond otherwise
required of him.  The Trustee shall receive a one time fee of $500.00 for all
services required under this Settlement Trust Agreement, payable at the time
this trust is established.

 ARTICLE  6.00  -  TRUST ADMINISTRATION,  POWERS AND PROTECTIVE PROVISIONS

  6.01  Subject to the rule of prudence, Grantors' Trustees shall have all
powers and authority otherwise granted fiduciaries under the Colorado
Fiduciaries' Powers Act as amended to the date of the death of the Grantors.

  6.02  The validity,  construction and administration of this trust shall
be determined by reference to the laws of the State of Colorado.

  6.03  Any  trust  created  by  this  instrument  may  be administered by
the Trustees free from the control of any court which may otherwise have
jurisdiction over Grantors' trust.

  IN WITNESS WHEREOF, we have hereunto set our hands and seals the day and
year first above written.

                 Grantors:

                 BROWN DISC PRODUCTS, INC.

                 By:  Chairman and CEO  /s/ Ronald H. Cole
                      ------------------------------------

                 /s/  Ronald H. Cole
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                               RONALD H. COLE


APPROVED AND ACCEPTED:

TRUSTEE:

/s/  Gregory D. Timm
-----------------------------------------
Gregory Timm