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                                EXHIBIT (10)(L)

  Second amendment, dated May 1, 1998, to the Employment, Non-Disclosure and 
  Non-Compete Agreement, originally dated June 20, 1994, for John Waldstein.

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                        SECOND AMENDMENT TO EMPLOYMENT,
                   NON-DISCLOSURE AND NON-COMPETE AGREEMENT
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     This Amendment (which may hereinafter be referred to as the "Second
Amendment") is an amendment to the amended Employment, Non-Disclosure and Non-
Compete Agreement dated June 20, 1994 (referred to as the "1994 Agreement"),
between International Electronics, Inc., a duly authorized and existing
Massachusetts corporation with a usual place of business at 427 Turnpike Street,
Canton, Massachusetts 02021 (hereinafter referred to as "Company") and John
Waldstein of 97 Meadowbrook Road, Needham, Massachusetts 02192 (hereinafter
referred to as "Employee").  The 1994 Agreement was amended by a 1994 Amendment
dated December 7, 1994.  For good and valuable consideration, including the
promises hereinafter made, the parties hereto hereby agree as follows:

     Paragraph 6 of the 1994 Agreement and the 1994 Amendment are hereby deleted
and the following is substituted in its place:

     6.  Term/Termination.  This Agreement shall have a term commencing on May
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     1, 1998 and shall continue until December 31, 2000, and shall be extended
     as hereinafter provided in paragraph 6(g), provided that the Employee's
     employment may be earlier terminated by the Company for cause, for
     voluntary resignation, or upon death or permanent disability of the
     Employee, all of which terms are defined as follows:

          a.  "Termination for Cause" shall mean the termination of employment
              of the Employee because of the Employee's dereliction of duty,
              dishonesty, theft, gross misconduct, disclosure of trade secrets
              or aid of a competitor, or because of a breach by the Employee
              of the terms of any agreement between the Employee and the 
              Company.

          b.  "Termination by Voluntary Resignation" shall mean the termination
              of employment as a result of the voluntary resignation or 
              withdrawal, for any reason, by the Employee.

          c.  "Termination by Death" shall mean the termination of employment as
              a result of the death of the Employee.

          d.  "Termination by Disability" shall mean the termination of
              employment as a result of the disability, as herein defined, of 
              the Employee.

          e.  "Disability" shall mean the Employee's inability to perform the
              services which he is to provide to the Company for any one hundred
              weekdays in any continuous period of six months by reason of
              physical or mental illness or incapacity. In the event of any
              dispute between the parties regarding the



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              existence of a permanent disability, the matter shall be
              determined by a licensed physician selected by the Company, and
              such determination shall be conclusive and binding upon the
              Company and Employee.

          f.  In addition, on January 1, 1999 and each January 1 thereafter, the
              base salary described in paragraph 5 of the 1994 Agreement shall
              be adjusted at a minimum for inflation during the prior year. The
              adjustment shall be based on the Consumer Price Index for Urban
              Wage Earners and Clerical Workers for Boston, Massachusetts
              published by the Bureau of Labor Statistics of the U.S. Department
              of Labor, all items, unadjusted for seasonal variations (1982-
              1984=100) or any index published by the United States government
              in substitution thereof. The adjustment shall be based on the
              change in the Consumer Price Index from January of the prior year
              to January of the year in which the calculation is performed.

          g.  If on January 1, 1999 and on each January 1 thereafter, the
              employment of the Employee has not been terminated, this
              Employment Agreement will automatically extend itself for one
              additional year, the effect of which will be that on each such
              January 1, the term of this Agreement will be for three years and
              the Employee, until terminated, will have an employment term of at
              least two years at all times.

     Other than as provided in this Second Amendment, all of the terms and
conditions of the 1994 Agreement as amended by the 1994 Amendment shall remain
in full force and effect.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
an officer duly authorized thereunto by its Board of Directors and the Employee
has hereunto set his hand and seal, all as of May 1, 1998.

                                              International Electronics, Inc.

/s/ John Waldstein                            /s/ C. Hentschel
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John Waldstein, Employee                      By: C. Hentschel, Vice President