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 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