0000725897-05-000004 Sample Contracts

ASSUMPTION AGREEMENT
Assumption Agreement • May 4th, 2005 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York

ASSUMPTION AGREEMENT, dated as of April 29, 2005 (this "Assumption Agreement"), made by ORBAN EUROPE GmbH, a German corporation (the "Additional Grantor"), in favor of HARMAN PRO NORTH AMERICA, INC. (successor-in-interest to Harman Acquisition Corp. (f/k/a Orban, Inc.)), a Delaware corporation (together with its successors and assigns, the "Lender") and a party to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 4th, 2005 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York

This Third Amendment to Credit Agreement (this "Amendment") dated as of April 29, 2005 is entered into by and among Circuit Research Labs, Inc., an Arizona corporation ("Parent"), CRL Systems, Inc., a Nevada corporation ("Borrower") and Harman Pro North America, Inc. (successor-in-interest to Harman Acquisition Corp. (f/k/a Orban, Inc.)), a Delaware corporation ("Lender").

FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
Guarantee and Collateral Agreement • May 4th, 2005 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York

This First Amendment to Guarantee and Collateral Agreement (this "Amendment") dated as of as of April 29, 2005 is entered into by and among Circuit Research Labs, Inc., an Arizona corporation ("Parent"), CRL Systems, Inc., a Nevada corporation (the "Borrower") and Harman Pro North America, Inc. (successor-in-interest to Harman Acquisition Corp. (f/k/a Orban, Inc.)), a Delaware corporation (together with its successors and assigns, "Lender").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 4th, 2005 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of April 29, 2005 (the "Agreement"), is entered into by and between Circuit Research Labs, Inc., an Arizona corporation (the "Company"), and Harman Pro North America, Inc. (successor-in-interest to Harman Acquisition Corp. (f/k/a Orban, Inc.)), a Delaware corporation ("Harman").

DEBT RESTRUCTURING AGREEMENT
Debt Restructuring Agreement • May 4th, 2005 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York

This Debt Restructuring Agreement (this "Agreement"), dated as of April 29, 2005, is entered into by and among Circuit Research Labs, Inc., an Arizona corporation ("Parent"), CRL Systems, Inc., a Nevada corporation ("Borrower"), and Harman Pro North America, Inc. (successor-in-interest to Harman Acquisition Corp. (f/k/a Orban, Inc.)), a Delaware corporation ("Lender").

PATENT SECURITY AGREEMENT
Patent Security Agreement • May 4th, 2005 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment

PATENT SECURITY AGREEMENT, dated as of April 29, 2005 (this "Patent Security Agreement"), made by Circuit Research Labs, Inc., an Arizona corporation (the "Grantor"), in favor of Harman Pro North America, Inc. (successor-in-interest to Harman Acquisition Corp. (f/k/a Orban, Inc.)), a Delaware corporation (the "Lender"), pursuant to the Guarantee and Collateral Agreement, dated as of even date herewith (as amended, supplemented, restated or otherwise modified from time to time, the "Collateral Agreement"), made by CRL Systems, Inc., a Nevada corporation and wholly owned subsidiary of the Grantor ("CRL"), and the Grantor in favor of the Lender.

PATENT SECURITY AGREEMENT
Patent Security Agreement • May 4th, 2005 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment

PATENT SECURITY AGREEMENT, dated as of April 29, 2005 (this "Patent Security Agreement"), made by CRL Systems, Inc., a Nevada corporation (the "Grantor"), in favor of Harman Pro North America, Inc. (successor-in-interest to Harman Acquisition Corp. (f/k/a Orban, Inc.)), a Delaware corporation (the "Lender"), pursuant to the Guarantee and Collateral Agreement, dated as of even date herewith (as amended, supplemented, restated or otherwise modified from time to time, the "Collateral Agreement"), made by Circuit Research Labs, Inc., an Arizona corporation, and the Grantor in favor of the Lender.

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