AMENDMENT TO AGREEMENT TO ISSUE WARRANTS THIS AMENDMENT TO AGREEMENT TO ISSUE WARRANTS (this "Amendment") is entered into as of April 16, 1997, by and among LARSON DAVIS INCORPORATED, a Nevada corporation (the "Company"), and EZER MZION ORGANIZATION...

                    AMENDMENT TO AGREEMENT TO ISSUE WARRANTS


     THIS AMENDMENT TO AGREEMENT TO ISSUE WARRANTS (this "Amendment") is entered
into as of April 16, 1997, by and among XXXXXX XXXXX INCORPORATED, a Nevada
corporation (the "Company"), and EZER MZION ORGANIZATION ("Holder"), based on
the following premises.

                                    Premises

     A.   The parties entered into an Agreement to Issue Warrants dated January
9, 1997 (the "Agreement"), pursuant to which the Company agreed, subject to
certain conditions, to issue warrants to purchase shares of stock of the Company
at a price of $10.75 per share at any time after August 1, 1997, and prior to
the close of business on April 16, 1997 (the "$10.75 Warrants").

     B.   The parties wish to amend the terms of the Agreement as set forth in
this Amendment and to confirm all the others terms and provisions of the
Agreement.

                                   Agreement

     NOW, THEREFORE, based on the foregoing premises, which are incorporated
herein by this reference, and for and in consideration of the mutual covenants
and agreements herein set forth and the mutual benefit to the parties to be
derived therefrom, it is hereby agreed as follows:

     1.   Extension of Exercise Date.  In the Agreement, Holder agreed to
deliver $1,084,104.40 to the Company on or before April 16, 1997, as payment of
the exercise price for their remaining $6.25 Warrants.  The parties agree that
the April 16, 1997, date shall be extended to June 6, 1997, and that the
modification of the exercise date shall supersede and govern over conflicting
terms or provisions that may be contained in the Agreement.

     2.   Ratification of the Agreement.  Except as specifically provided in
paragraph 1 of this Amendment, the parties hereby specifically ratify, confirm,
and adopt as binding and enforceable, all of the terms and conditions of the
Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.

                              The Company:

                                   Xxxxxx Xxxxx Incorporated


                                   By   /s/
                                     Xxxxx X. Xxxxxx, President


                              Holder:

                                   EZER MZION ORGANIZATION


                                   By   /s/
                                   Address: 00 Xxxxx Xxxxxxx Xxxxxx
                                            Xxxx- Xxxx, Xxxxxx