EXHIBIT 10.15

STOCK PURCHASE WARRANT


This STOCK PURCHASE WARRANT ("Warrant") is issued 
this ____ day of September 1998, by METRISA, INC., a Delaware 
corporation (the "Company"), to SIRROM INVESTMENTS, INC., a 
Tennessee corporation (SIRROM INVESTMENTS, INC. and any 
subsequent assignee or transferee hereof are hereinafter referred to 
collectively as "Holder" or "Holders").

	AGREEMENT:

1.	Issuance of Warrant; Term.  For and in consideration 
of SIRROM INVESTMENTS, INC. making a loan to the Company in 
an amount of Two Million and no/100ths Dollars ($2,000,000.00) 
pursuant to the terms of a secured promissory note of even date 
herewith (the "Note") and related loan agreement of even date herewith 
(the "Loan Agreement"), and other good and valuable consideration, the 
receipt and sufficiency of which are hereby acknowledged, the 
Company hereby grants to Holder the right to purchase 143,738 shares 
("Base Amount") of the Company's common stock (the "Common 
Stock"), which the Company represents to equal 8.63% of the shares of 
capital stock outstanding on the date hereof, calculated on a fully diluted 
basis and assuming exercise of this Warrant.

The shares of Common Stock issuable upon exercise of this 
Warrant are hereinafter referred to as the "Shares."  This Warrant shall 
be exercisable at any time and from time to time from the date hereof 
until October 31, 2003 (the "Expiration Date").

2.	Exercise Price.  The exercise price (the "Exercise 
Price") per share for which all or any of the Shares may be purchased 
pursuant to the terms of this Warrant shall be Fifty Cents ($.50).

3.	Exercise.  This Warrant may be exercised by the Holder 
hereof (but only on the conditions hereinafter set forth) in whole or in 
part, upon delivery of written notice of intent to exercise to the 
Company in the manner at the address of the Company set forth in 
Section 14 hereof, together with this Warrant and payment to the 
Company of the aggregate Exercise Price of the Shares so purchased. 
 The Exercise Price shall be payable, at the option of the Holder, (a) by 
certified or bank check, (b) by the surrender of the Note or portion 
thereof having an outstanding principal balance equal to the aggregate 
Exercise Price or (c) by the surrender of a portion of this Warrant 
where the Shares subject to the portion of this Warrant that is 
surrendered have a fair market value equal to the aggregate Exercise 
Price.  In the absence of an established public market for the Common 
Stock, fair market value shall be established by the Company's board 
of directors in a commercially reasonable manner.  Upon exercise of 
this Warrant as aforesaid, the Company shall as promptly as 
practicable, and in any event within fifteen (15) days thereafter, execute 
and deliver to the Holder of this Warrant a certificate or certificates for 
the total number of whole Shares for which this Warrant is being 
exercised in such names and denominations as are requested by such 
Holder.  If this Warrant shall be exercised with respect to less than all 
of the Shares, the Holder shall be entitled to receive a new Warrant 
covering the number of Shares in respect of which this Warrant shall 
not have been exercised, which new Warrant shall in all other respects 
be identical to this Warrant.  The Company covenants and agrees that 
it will pay when due any and all state and federal issue taxes which may 
be payable in respect of the issuance of this Warrant or the issuance of 
any Shares upon exercise of this Warrant.

 	4.	Covenants and Conditions.  The above provisions are 
subject to the following:

(a)	Neither this Warrant nor the Shares have been 
registered under the Securities Act of 1933, as amended 
("Securities Act"), or any state securities laws ("Blue Sky 
Laws").  This Warrant has been acquired for investment 
purposes and not with a view to distribution or resale and may 
not be sold or otherwise transferred without (i) an effective 
registration statement for such Warrant under the Securities Act 
and such applicable Blue Sky Laws, or (ii) an opinion of 
counsel, which opinion and counsel shall be reasonably 
satisfactory to the Company and its counsel, that registration is 
not required under the Securities Act or under any applicable 
Blue Sky Laws (the Company hereby acknowledges that 
Caldwell & Caldwell, P.C. is acceptable counsel).  Transfer of 
the Shares shall be restricted in the same manner and to the 
same extent as the Warrant and the certificates representing such 
Shares shall bear substantially the following legend:

THE SHARES OF COMMON STOCK 
REPRESENTED BY THIS CERTIFICATE HAVE 
NOT BEEN REGISTERED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE 
"ACT"), OR ANY APPLICABLE STATE 
SECURITIES LAW AND MAY NOT BE 
TRANSFERRED UNTIL (I) A REGISTRATION 
STATEMENT UNDER THE ACT AND SUCH 
APPLICABLE STATE SECURITIES LAWS SHALL 
HAVE BECOME EFFECTIVE WITH REGARD 
THERETO, OR (II) IN THE OPINION OF COUNSEL 
ACCEPTABLE TO THE COMPANY, 
REGISTRATION UNDER SUCH SECURITIES ACTS 
AND SUCH APPLICABLE STATE SECURITIES 
LAWS IS NOT REQUIRED IN CONNECTION WITH 
SUCH PROPOSED TRANSFER.

The Holder hereof and the Company agree to execute such other 
documents and instruments as counsel for the Company 
reasonably deems necessary to effect the compliance of the 
issuance of this Warrant and any shares of Common Stock 
issued upon exercise hereof with applicable federal and state 
securities laws.

(b)	The Company covenants and agrees that all 
Shares which may be issued upon exercise of this Warrant will, 
upon issuance and payment therefor, be legally and validly 
issued and outstanding, fully paid and nonassessable, free from 
all taxes, liens, charges and preemptive rights, if any, with 
respect thereto or to the issuance thereof.  The Company shall 
at all times reserve and keep available for issuance upon the 
exercise of this Warrant such number of authorized but unissued 
shares of Common Stock as will be sufficient to permit the 
exercise in full of this Warrant.

(c)	The Company covenants and agrees that it shall 
not sell any shares of the Company's capital stock at a price per 
share below the fair market value of such shares, without the 
prior written consent of the Holder hereof (except in accordance 
with the Company's stock option plans and currently outstanding 
options and warrants, which in no event shall twelve and one 
half percent (12.5%) of the Stock of the Borrower outstanding 
on the date hereof).  In the event that the Company sells shares 
of Common Stock at a price per share below the fair market 
value of such shares (a "Below Market Transaction"), without 
the prior written consent of the Holder hereof, the Company 
covenants and agrees that the number of shares issuable upon 
exercise of this Warrant shall be equal to the product obtained 
by multiplying the number of shares issuable pursuant to this 
Warrant prior to the Below Market Transaction by a fraction, 
the numerator of which shall be the number of shares of 
Common Stock outstanding immediately prior to consummation 
of the Below Market Transaction plus the number of shares of 
Common Stock issued in the Below Market Transaction, and the 
denominator of which shall be the number of shares of Common 
Stock outstanding immediately prior to the Below Market 
Transaction plus the number of shares of Common Stock that 
the aggregate consideration received by the Company in the 
Below Market Transaction would purchase at fair market value. 
 For purposes of this subsection, Common Stock shall be 
deemed to include that number of shares of Common Stock that 
would be obtained assuming (i) the conversion of any securities 
of the Company which, by their terms, are convertible into or 
exchangeable for Common Stock, and (ii) the exercise of all 
options to purchase or rights to subscribe for Common Stock or 
securities which, by their terms, are convertible into or 
exchangeable for Common Stock. In the absence of an 
established public market for the securities sold by the Company 
in a Below Market Transaction, fair market value shall be 
established by the Company's board of directors in a 
commercially reasonable manner. 

5.	Transfer of Warrant.  Subject to the provisions of 
Section 4 hereof, this Warrant may be transferred, in whole or in part, 
to any person or business entity, by presentation of the Warrant to the 
Company with written instructions for such transfer.  Upon such 
presentation for transfer, the Company shall promptly execute and 
deliver a new Warrant or Warrants in the form hereof in the name of 
the assignee or assignees and in the denominations specified in such 
instructions.  The Company shall pay all expenses incurred by it in 
connection with the preparation, issuance and delivery of Warrants 
under this Section.

6.	Warrant Holder Not Shareholder; Rights Offering; 
Preemptive Rights.  Except as otherwise provided herein, this Warrant 
does not confer upon the Holder, as such, any right whatsoever as a 
shareholder of the Company.  Notwithstanding the foregoing, if the 
Company should offer to all of the Company's shareholders the right to 
purchase any securities of the Company, then all shares of Common 
Stock that are subject to this Warrant shall be deemed to be outstanding 
and owned by the Holder and the Holder shall be entitled to participate 
in such rights offering.  The Company shall not grant any preemptive 
rights with respect to any of its capital stock without the prior written 
consent of the Holder.

7.	Observation Rights.  The Holder of this Warrant shall 
receive notice of and be entitled to attend or may send a representative 
to attend all meetings of the Company's Board of Directors in a non-
voting observation capacity and shall receive a copy of all 
correspondence and information delivered to the Company's Board of 
Directors, from the date hereof until such time as the indebtedness 
evidenced by the Note has been paid in full; provided, that Holder shall 
maintain the confidentiality of such information except for any 
disclosures required by law.

8.	Adjustment Upon Changes in Stock.  

(a)	If all or any portion of this Warrant shall be 
exercised subsequent to any stock split, stock dividend, 
recapitalization, combination of shares of the Company, or other 
similar event, occurring after the date hereof, then the Holder 
exercising this Warrant shall receive, for the aggregate Exercise 
Price, the aggregate number and class of shares which such 
Holder would have received if this Warrant had been exercised 
immediately prior to such stock split, stock dividend, 
recapitalization, combination of shares, or other similar event. 
 If any adjustment under this Section 8(a), would create a 
fractional share of Common Stock or a right to acquire a 
fractional share of Common Stock, such fractional share shall be 
disregarded and the number of shares subject to this Warrant 
shall be the next higher number of shares, rounding all fractions 
upward.  Whenever there shall be an adjustment pursuant to this 
Section 8(a), the Company shall forthwith notify the Holder or 
Holders of this Warrant of such adjustment, setting forth in 
reasonable detail the event requiring the adjustment and the 
method by which such adjustment was calculated.

(b)	If all or any portion of this Warrant shall be 
exercised subsequent to any merger, consolidation, exchange of 
shares, separation, reorganization or liquidation of the 
Company, or other similar event, occurring after the date 
hereof, as a result of which shares of Common Stock shall be 
changed into the same or a different number of shares of the 
same or another class or classes of securities of the Company or 
another entity, or the holders of Common Stock are entitled to 
receive cash or other property, then the Holder exercising this 
Warrant shall receive, for the aggregate Exercise Price, the 
aggregate number and class of shares, cash or other property 
which such Holder would have received if this Warrant had 
been exercised immediately prior to such merger, consolidation, 
exchange of shares, separation, reorganization or liquidation, or 
other similar event.  If any adjustment under this Section 8(b) 
would create a fractional share of Common Stock or a right to 
acquire a fractional share of Common Stock, such fractional 
share shall be disregarded and the number of shares subject to 
this Warrant shall be the next higher number of shares, rounding 
all fractions upward.  Whenever there shall be an adjustment 
pursuant to this Section 8(b), the Company shall forthwith notify 
the Holder or Holders of this Warrant of such adjustment, 
setting forth in reasonable detail the event requiring the 
adjustment and the method by which such adjustment was 
calculated.

9.	Put Agreement.

(a)	The Company hereby irrevocably grants and 
issues to Holder the right and option to sell to the Company (the 
"Put") this Warrant for a period of thirty (30) days immediately 
prior to the Expiration Date, at a purchase price (the "Put 
Price") equal to the Fair Market Value (as hereinafter defined) 
of the shares of Common Stock issuable to Holder upon exercise 
of this Warrant less the Exercise Price.

(b)	Holder may exercise the Put by delivery of 
written notice (the "Put Notice") of such exercise to the 
Company in the manner and at the address of the Company set 
forth in Section 14 hereof.  The Company shall pay to Holder, 
in cash or by wire transfer of immediately available funds, the 
Put Price within thirty (30) days of the receipt of the Put Notice.

(c)	For purposes of this Section 9, the Fair Market 
Value of the shares of Common Stock of the Company issuable 
pursuant to this Warrant shall be determined as follows:

(i)	The Company and the Holder shall each 
appoint an independent, experienced appraiser who is a 
member of a recognized professional association of 
business appraisers.  The two appraisers shall determine 
the value of the shares of Common Stock which would 
be issued upon the exercise of the Warrant, assuming 
that the sale would be between a willing buyer and a 
willing seller, both of whom have full knowledge of the 
financial and other affairs of the Company, and neither 
of whom is under any compulsion to sell or to buy.

(ii)	 If the higher of the two appraisals is not 
ten percent (10%) greater than the lower of the 
appraisals, the Fair Market Value shall be the average of 
the two appraisals.  If the higher of the two appraisals is 
equal to or greater than ten percent (10%) more than the 
lower of the two appraisals, then a third appraiser shall 
be appointed by the two appraisers, and if they cannot 
agree on a third appraiser, the American Arbitration 
Association shall appoint the third appraiser.  The third 
appraiser, regardless of who appoints him or her, shall 
have the same qualifications as the first two appraisers.

(iii)	  The Fair Market Value after the 
appointment of the third appraiser shall be the mean of 
the three appraisals.

(iv)	 The fees and expenses of the appraisers 
shall be paid one-half by the Company and one-half by 
the Holder.

(d)	Notwithstanding the foregoing, if the Common Stock is 
traded on a national securities exchange or included in the 
Nasdaq National Market, the Fair Market value will be the 
average of the closing price of the Common Stock during the 
twenty (20)  trading days preceding the payment of the Put Price 
(as listed in The Wall Street Journal).

10.	Registration.  

(a)	The Company and the Holder of the Warrant and 
the Shares agree that if at any time after the date hereof the 
Company shall propose to file a registration statement with 
respect to any of its Common Stock on a form suitable for a 
secondary offering, it will give notice in writing to such effect 
to the Holder(s) at least thirty (30) days prior to such filing, 
and, at the written request of any such registered holder, made 
within ten (10) days after the receipt of such notice, will include 
therein at the Company's cost and expense (including the fees 
and expenses of counsel to such Holder(s), but excluding 
underwriting discounts, commissions and filing fees attributable 
to the Shares included therein) such of the Shares as such 
Holder(s) shall request; provided, however, that if the offering 
being registered by the Company is underwritten and if the 
representative of the underwriters certifies in writing that the 
inclusion therein of the Shares would materially and adversely 
affect the sale of the securities to be sold by the Company 
thereunder, then the Company shall be required to include in the 
offering only that number of securities, including the Shares, 
which the underwriters determine in their sole discretion will 
not jeopardize the success of the offering (the securities so 
included to be apportioned pro rata among all selling 
shareholders according to the total amount of securities entitled 
to be included therein owned by each selling shareholder, but in 
no event shall the total amount of Shares included in the offering 
be less than the number of securities included in the offering by 
any other single selling shareholder unless all of the Shares are 
included in the offering).

(b)	Whenever the Company undertakes to effect the 
registration of any of the Shares, the Company shall, as 
expeditiously as reasonably possible:

(i)	Prepare and file with the Securities and 
Exchange Commission (the "Commission") a 
registration statement covering such Shares and use its 
best efforts to cause such registration statement to be 
declared effective by the Commission as expeditiously as 
possible and to keep such registration effective until the 
earlier of (A) the date when all Shares covered by the 
registration statement have been sold or (B) ninety (90) 
days from the effective date of the registration statement; 
provided, that before filing a registration statement or 
prospectus or any amendment or supplements thereto, 
the Company will furnish to each Holder of Shares 
covered by such registration statement and the 
underwriters, if any, copies of all such documents 
proposed to be filed (excluding exhibits, unless any such 
person shall specifically request exhibits), which 
documents will be subject to the review of such Holders 
and underwriters, and the Company will not file such 
registration statement or any amendment thereto or any 
prospectus or any supplement thereto (including any 
documents incorporated by reference therein) with the 
Commission if (A) the underwriters, if any, shall 
reasonably object to such filing or (B) if information in 
such registration statement or prospectus concerning a 
particular selling Holder has changed and such Holder or 
the underwriters, if any, shall reasonably object.

(ii)	Prepare and file with the Commission 
such amendments and post-effective amendments to such 
registration statement as may be necessary to keep such 
registration statement effective during the period 
referred to in Section 10(b)(i) and to comply with the 
provisions of the Securities Act with respect to the 
disposition of all securities covered by such registration 
statement, and cause the prospectus to be supplemented 
by any required prospectus supplement, and as so 
supplemented to be filed with the Commission pursuant 
to Rule 424 under the Securities Act.

(iii)	Furnish to the selling Holder(s) such 
numbers of copies of such registration statement, each 
amendment thereto, the prospectus included in such 
registration statement (including each preliminary 
prospectus), each supplement thereto and such other 
documents as they may reasonably request in order to 
facilitate the disposition of the Shares owned by them.

(iv)	Use its best efforts to register and qualify 
under such other securities laws of such jurisdictions as 
shall be reasonably requested by any selling Holder and 
do any and all other acts and things which may be 
reasonably necessary or advisable to enable such selling 
Holder to consummate the disposition of the Shares 
owned by such Holder, in such jurisdictions; provided, 
however, that the Company shall not be required in 
connection therewith or as a condition thereto to qualify 
to transact business or to file a general consent to service 
of process in any such states or jurisdictions.

(v)	Promptly notify each selling Holder of 
the happening of any event as a result of which the 
prospectus included in such registration statement 
contains an untrue statement of a material fact or omits 
any fact necessary to make the statements therein not 
misleading and, at the request of any such Holder, the 
Company will prepare a supplement or amendment to 
such prospectus so that, as thereafter delivered to the 
purchasers of such Shares, such prospectus will not 
contain an untrue statement of a material fact or omit to 
state any fact necessary to make the statements therein 
not misleading.

(vi)	Provide a transfer agent and registrar for 
all such Shares not later than the effective date of such 
registration statement.

(vii)	Enter into such customary agreements 
(including underwriting agreements in customary form 
for a primary offering) and take all such other actions as 
the underwriters, if any, reasonably request in order to 
expedite or facilitate the disposition of such Shares 
(including, without limitation, effecting a stock split or 
a combination of shares).

(viii)	Make available for inspection by any 
selling Holder or any underwriter participating in any 
disposition pursuant to such registration statement and 
any attorney, accountant or other agent retained by any 
such selling Holder or underwriter, all financial and 
other records, pertinent corporate documents and 
properties of the Company, and cause the officers, 
directors, employees and independent accountants of the 
Company to supply all information reasonably requested 
by any such seller, underwriter, attorney, accountant or 
agent in connection with such registration statement.

(ix)	Promptly notify the selling Holder(s) and 
the underwriters, if any, of the following events and (if 
requested by any such person) confirm such notification 
in writing:  (A) the filing of the prospectus or any 
prospectus supplement and the registration statement and 
any amendment or post-effective amendment thereto 
and, with respect to the registration statement or any 
post-effective amendment thereto, the declaration of the 
effectiveness of such documents, (B) any requests by the 
Commission for amendments or supplements to the 
registration statement or the prospectus or for additional 
information, (C) the issuance or threat of issuance by the 
Commission of any stop order suspending the 
effectiveness of the registration statement or the 
initiation of any proceedings for that purpose and (D) the 
receipt by the Company of any notification with respect 
to the suspension of the qualification of the Shares for 
sale in any jurisdiction or the initiation or threat of 
initiation of any proceeding for such purposes.

(x)	Make every reasonable effort to prevent 
the entry of any order suspending the effectiveness of the 
registration statement and obtain at the earliest possible 
moment the withdrawal of any such order, if entered.

(xi)	Cooperate with the selling Holder(s) and 
the underwriters, if any, to facilitate the timely 
preparation and delivery of certificates representing the 
Shares to be sold and not bearing any restrictive legends, 
and enable such Shares to be in such lots and registered 
in such names as the underwriters may request at least 
two (2) business days prior to any delivery of the Shares 
to the underwriters.

(xii)	Provide a CUSIP number for all the 
Shares not later than the effective date of the registration 
statement.

(xiii)	Prior to the effectiveness of the 
registration statement and any post-effective amendment 
thereto and at each closing of an underwritten offering, 
(A) make such representations and warranties to the 
selling Holder(s) and the underwriters, if any, with 
respect to the Shares and the registration statement as are 
customarily made by issuers in primary underwritten 
offerings; (B) use its best efforts to obtain "cold 
comfort" letters and updates thereof  from the 
Company's independent certified public accountants 
addressed to the selling Holders and the underwriters, if 
any, such letters to be in customary form and covering 
matters of the type customarily covered in "cold 
comfort" letters by underwriters in connection with 
primary underwritten offerings; (C) deliver such 
documents and certificates as may be reasonably 
requested (1) by the holders of a majority of the Shares 
being sold, and (2) by the underwriters, if any, to 
evidence compliance with clause (A) above and with any 
customary conditions contained in the underwriting 
agreement or other agreement entered into by the 
Company; and (D) obtain opinions of counsel to the 
Company and updates thereof (which counsel and which 
opinions shall be reasonably satisfactory to the 
underwriters, if any), covering the matters customarily 
covered in opinions requested in underwritten offerings 
and such other matters as may be reasonably requested 
by the selling Holders and underwriters or their counsel. 
 Such counsel shall also state that no facts have come to 
the attention of such counsel which cause them to believe 
that such registration statement, the prospectus contained 
therein, or any amendment or supplement thereto, as of 
their respective effective or issue dates, contains any 
untrue statement of any material fact or omits to state 
any material fact necessary to make the statements 
therein not misleading (except that no statement need be 
made with respect to any financial statements, notes 
thereto or other financial data or other expertized 
material contained therein).  If for any reason the 
Company's counsel is unable to give such opinion, the 
Company shall so notify the Holders of the Shares and 
shall use its best efforts to remove expeditiously all 
impediments to the rendering of such opinion.

(xiv)	Otherwise use its best efforts to comply 
with all applicable rules and regulations of the 
Commission, and make generally available to its security 
holders earnings statements satisfying the provisions of 
Section 11(a) of the Securities Act, no later than forty-
five (45) days after the end of any twelve-month period 
(or ninety (90) days, if such period is a fiscal year) (A) 
commencing at the end of any fiscal quarter in which the 
Shares are sold to underwriters in a firm or best efforts 
underwritten offering, or (B) if not sold to underwriters 
in such an offering, beginning with the first month of the 
first fiscal quarter of the Company commencing after the 
effective date of the registration statement, which 
statements shall cover such twelve-month periods. 

(c)	After the date hereof, the Company shall not 
grant to any holder of securities of the Company any registration 
rights which have a priority greater than or equal to those 
granted to Holders pursuant to this Warrant without the prior 
written consent of the Holder(s).

(d)	The Company's obligations under Section 10(a) 
above with respect to each Holder of Shares are expressly 
conditioned upon such Holder's furnishing to the Company in 
writing such information concerning such holder and the terms 
of such holder's proposed offering as the Company shall 
reasonably request for inclusion in the registration statement. 
 If any registration statement including any of the Shares is 
filed, then the Company shall indemnify each Holder thereof 
(and each underwriter for such holder and each person, if any, 
who controls such underwriter within the meaning of the 
Securities Act) from any loss, claim, damage or liability arising 
out of, based upon or in any way relating to any untrue 
statement of a material fact contained in such registration 
statement or any omission to state therein a material fact 
required to be stated therein or necessary to make the statements 
therein not misleading, except for any such statement or 
omission based on information furnished in writing by such 
Holder of the Shares expressly for use in connection with such 
registration statement; and such Holder shall indemnify the 
Company (and each of its officers and directors who has signed 
such registration statement, each director, each person, if any, 
who controls the Company within the meaning of the Securities 
Act, each underwriter for the Company and each person, if any, 
who controls such underwriter  within the meaning of the 
Securities Act) and each other such holder against any loss, 
claim, damage or liability arising from any such statement or 
omission which was made in reliance upon information 
furnished in writing to the Company by such holder of the 
Shares expressly for use in connection with such registration 
statement.

(e)	For purposes of this Section 10, all of the Shares 
shall be deemed to be issued and outstanding.

11.	Certain Notices.  In case at any time the Company shall 
propose to:

(a)	declare any cash dividend upon its Common 
Stock;

(b)	declare any dividend upon its Common Stock 
payable in stock or make any special dividend or other 
distribution to the holders of its Common Stock;

(c)	offer for subscription to the holders of any of its 
Common Stock any additional shares of stock in any class or 
other rights;

(d)	reorganize, or reclassify the capital stock of the 
Company, or consolidate, merge or otherwise combine with, or 
sell of all or substantially all of its assets to, another 
corporation;

(e)	voluntarily or involuntarily dissolve, liquidate or 
wind up of the affairs of the Company; or

(f)	redeem or purchase any shares of its capital stock 
or securities convertible into its capital stock;

then, in any one or more of said cases, the Company shall give 
to the Holder of the Warrant, by certified or registered mail, (i) 
at least twenty (20) days' prior written notice of the date on 
which the books of the Company shall close or a record shall be 
taken for such dividend, distribution or subscription rights or for 
determining rights to vote in respect of any such reorganization, 
reclassification, consolidation, merger, sale, dissolution, 
liquidation or winding up, and (ii) in the case of such 
reorganization, reclassification, consolidation, merger, sale, 
dissolution, liquidation or winding up, at least twenty (20) days' 
prior written notice of the date when the same shall take place. 
 Any notice required by clause (i) shall also specify, in the case 
of any such dividend, distribution or subscription rights, the 
date on which the holders of Common Stock shall be entitled 
thereto, and any notice required by clause (ii) shall specify the 
date on which the holders of Common Stock shall be entitled to 
exchange their Common Stock for securities or other property 
deliverable upon such reorganization, reclassification, 
consolidation, merger, sale, dissolution, liquidation or winding 
up, as the case may be.

12.	Rights of Co-Sale.  

(a)	Jack Wolfe (the "Management/Venture Capital 
Shareholders") shall enter into any transaction that would result 
in the sale by him of any Common Stock now or hereafter 
owned by him unless prior to such sale such Management 
Shareholder shall give written notice (the "Co-Sale Notice") to 
Holder addressed and delivered as set forth in Section 14 hereof, 
of its intention to effect such sale in order that Holder may 
exercise its rights under this Section 12 as hereinafter described. 
 Such notice shall set forth (i) the number of shares to be sold by 
such Management Shareholder, (ii) the principal terms of the 
sale, including the price at which the shares are intended to be 
sold, and (iii) an offer by such Management Shareholder to use 
his best efforts to cause to be included with the shares to be sold 
by him in the sale, on a share-by-share basis and on the same 
terms and conditions, the Shares issuable or issued to Holder 
pursuant this Warrant.

(b)	If Holder has not accepted such offer in writing 
within a period of ten (10) days from the date of receipt of the 
Co-Sale Notice, then such Management Shareholder shall 
thereafter be free for a period of ninety (90) days to sell the 
number of shares specified in the Co-Sale Notice, at a price no 
greater than the price set forth in the Co-Sale Notice and on 
otherwise no more favorable terms to such Management 
Shareholder than as set forth in Co-Sale Notice, without any 
further obligation to Holder in connection with such sale.  In the 
event that such Management Shareholder fails to consummate 
such sale within such ninety-day period, the shares specified in 
Co-Sale Notice shall continue to be subject to this Section 12.

(c)	If Holder accepts such offer in writing within ten-
day period, then such acceptance shall be irrevocable unless 
such Management Shareholder shall be unable to cause to be 
included in the sale the number of Shares of stock held by 
Holder and set forth in the written acceptance.  In that event, 
such Management Shareholder and Holder shall participate in 
the sale equally, with such Management Shareholder and Holder 
each selling half the total number of such shares to be sold in the 
sale.

13.	Article and Section Headings.  Numbered and titled 
article and section headings are for convenience only and shall not be 
construed as amplifying or limiting any of the provisions of this 
Warrant.

14.	Notice.  Any and all notices, elections or demands 
permitted or required to be made under this Warrant shall be in writing, 
signed by the party giving such notice, election or demand and shall be 
delivered personally, telecopied, or sent by certified mail or overnight 
via nationally recognized courier service (such as Federal Express), to 
the other party at the address set forth below, or at such other address 
as may be supplied in writing and of which receipt has been 
acknowledged in writing.  The date of personal delivery or telecopy or 
two (2) business days after the date of mailing (or the next business day 
after delivery to such courier service), as the case may be, shall be the 
date of such notice, election or demand.  For the purposes of this 
Warrant:

The Address of Holder is:		Sirrom Investments, Inc.
Suite 200
500 Church Street
Nashville, TN 37219
Attention: Evelyn Mordechi
Telecopy No. 615/726-1208

with a copy to:			Caldwell & Caldwell, P.C.
Suite 200 
500 Church Street
Nashville, TN 37219
Attention: Philip S. Clark, Esq.
Telecopy No. 615/256-9958

The Address of Company is:	 Metrisa, Inc.
25 Wiggins Avenue
Bedford, MA 01790
Attention: Jack E. Wolfe
Telecopy No. 781/275-9665

with a copy to:			Bowditch & Dewey
311 Main Street
Worcester, MA 01608
Attention: David J. Brown, Esq.
Telecopy No.  508/756-7636

15.	Severability.  If any provisions(s) of this Warrant or the 
application thereof to any person or circumstances shall be invalid or 
unenforceable to any extent, the remainder of this Warrant and the 
application of such provisions to other persons or circumstances shall 
not be affected thereby and shall be enforced to the greatest extent 
permitted by law.

16.	Entire Agreement.  This Warrant between the Company 
and Holder represents the entire agreement between the parties 
concerning the subject matter hereof, and all oral discussions and prior 
agreement are merged herein.

17.	Governing Law and Amendments.  This Warrant shall 
be construed and enforced under the laws of the State of Tennessee 
applicable to contracts to be wholly performed in such State.  No 
amendment or modification hereof shall be effective except in a writing 
executed by each of the parties hereto.

18.	Counterparts.  This Warrant may be executed in any 
number of counterparts and be different parties to this Warrant in 
separate counterparts, each of which when so executed shall be deemed 
to be an original and all of which taken together shall constitute one and 
the same Warrant.

19.	Consent to Jurisdiction; Exclusive Venue.  The 
Company hereby irrevocably consents to the jurisdiction of the United 
States District Court for the Middle District of Tennessee and of all 
Tennessee state courts sitting in Davidson County, Tennessee, for the 
purpose of any litigation to which Holder may be a party and which 
concerns this Warrant.  It is further agreed that venue for any such action 
shall lie exclusively with courts sitting in Davidson County, Tennessee, 
unless Holder agrees to the contrary in writing.

20.	Waiver of Trial by Jury.  HOLDER AND THE 
COMPANY HEREBY KNOWINGLY AND VOLUNTARILY WITH 
THE BENEFIT OF COUNSEL WAIVE TRIAL BY JURY IN ANY 
ACTIONS, PROCEEDINGS, CLAIMS OR COUNTER-CLAIMS, 
WHETHER IN CONTRACT OR TORT OR OTHERWISE, AT LAW 
OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATING 
TO THIS WARRANT.

 	IN WITNESS WHEREOF, the parties hereto have set their 
hands as of the date first above written.

			COMPANY:			

			METRISA, INC., 
			a Delaware corporation


			By:_____________________________________
   
Title:____________________________________



			HOLDER:			

			SIRROM INVESTMENTS, INC., 
			a Tennessee corporation

			By:______________________________________
   	   
Title:____________________________________


 	IN WITNESS WHEREOF, the parties hereto have executed or 
caused this Warrant to be executed as of the date first above written for 
the purpose of agreeing to the terms and conditions of Section 12 
hereof. 


			MANAGEMENT SHAREHOLDERS:



			________________________________________
			Jack Wolfe




 Please use auto paragraph numbering using levels. 1. 
level 2; (a) level 3;
and (i) level 4.  Thanks.

 Please do no remove page break.  Thanks.

 Please do no remove page break.  Thanks.

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