AGREEMENT to Tender 500,000 Class A Common Stock Purchase Warrants in Brown Disc Products Company, Inc. TO: Brown Disc Products Company, Inc. March 17, 1997 3029 South Harbor Blvd. Santa Ana, CA 92704 Dear Sirs: I, DAVID J. LOPES, a resident of...

                        AGREEMENT to Tender 500,000
                  Class A Common Stock Purchase Warrants
                                    in
                     Brown Disc Products Company, Inc.



TO:   Brown Disc Products Company, Inc.                    March 17, 1997 
      0000 Xxxxx Xxxxxx Xxxx.
      Santa Ana, CA 92704

Dear Sirs:

      I, XXXXX X. XXXXX, a resident of Southern California, with home address
of 19421 Sierra Luna, Irvine, Cnlifornia 92612, being the record holder of
500,000 Class A common stock purchase warrants issued by BROWN DISC PRODUCTS
COMPANY, INC. a Colorado corporation (THE "COMPANY"), evidenced by Warrant
Certificate number A-04 (THE "WARRANTS") hereby returns all such Warrants to
the Company.


                                       Very truly yours,
                                       Xxxxx X. Xxxxx

                                       By:  /s/  Xxxxx X. Xxxxx
                                            -----------------------
                                            Xxxxx X. Xxxxx