EXHIBIT 10.4
 
               [LETTERHEAD OF COMMUNICATIONS INSTRUMENTS, INC.]


November 21, 1994


Mr. David Henning
___ Ruskin Drive
Elk Grove Village, IL 60067

                           SUBJECT:  EMPLOYMENT OFFER
                                     ----------------

Dear David:

      We are most pleased to set forth the following terms of CII's offer of
employment to you:

I.    TITLE:  VICE-PRESIDENT OF FINANCE
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II.   REPORT TO:  RAMZI DABBAGH, PRESIDENT
      ---------                           

III.  RESPONSIBILITIES:
      ---------------- 

      1)  Direct responsibility for all Finance, Accounting, and MIS functions.

      2)  Assistance in the development of business plans and P&L for the
          corporation.

IV.   COMPENSATION:
      ------------ 

      1)  BASE SALARY:  $100,000 PER YEAR
          -----------                    

      2)  AUTO ALLOWANCE:  $6,000 PER YEAR
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      3)  SPECIAL:  Review base salary after six (6) months employment.  The
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                    intention is to provide a reasonable base salary increase
                    providing first 6 month objectives are met.

      4)  INCENTIVE: Participation in the Executive Bonus Plan starting in 1995.
          ---------                       --------------------            

V.    STOCK OPTIONS:
      ------------- 

      1)  Entitled to acquire 1/2% (5,000 shares) of the Common Stock of CII
          after your first year of employment provided your first year's
          objectives are met.

      2)  Entitled to acquire an additional 1/2% (5,000 shares) of the Common
          Stock of CII after your second year of employment provided your second
          year objectives are met.

 
      3)  If more Common Stock becomes available you will be entitled to acquire
          additional shares based on meeting employment objectives.

      4)  Cost and payment plan to be worked out.

VI.   EMPLOYMENT AGREEMENT
      --------------------

      1)  Rolling Twelve (12) Month Employment Agreement with annual salary
          review consistent with company policy and guidelines.

VII.  RELOCATION EXPENSES
      -------------------

      1)  First six (6) months:
          -------------------- 

          * Reasonable temporary living and travel expenses for yourself and
            your immediate family up until permanent residence is established.

      2)  Second six (6) months:
          --------------------- 

          * Reasonable travel expenses for yourself and your immediate family.

VIII. MOVING EXPENSES
      ---------------

      1)  HOUSE
          -----

          * Reimbursement of actual real estate commissions if house is sold on
            or before December 31, 1995.

      2)  MOVING EXPENSES
          ---------------

          * Actual reasonable costs of moving expenses and belongings to the
            Asheville area, plus $2,500.00 settle-in allowance, or if belongings
            are not moved, $7,500.00 settle-in allowance.

IX.   OTHER
      -----

      1)  Entitled to receive other standard published benefits of CII in effect
          as of the day of your employment, and that may be added thereafter.
          These benefits include major medical, dental, holidays, vacations,
          401(K), life and disability insurance.

      2)  CII will acquire a lap-top computer and printer at reasonable cost for
          your business use while travelling and at your residence.

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      3)  Special unpaid time-off allowance from January 23-27, 1995 to
          accommodate your previously planned vacation.

X.    STARTING DATE
      -------------

      1)  MONDAY, DECEMBER 5, 1994
          ------------------------

XI.   OFFER EXPIRATION
      ----------------

      1)  WEDNESDAY, NOVEMBER 30, 1994
          ----------------------------

      David, we are convinced that this move and change in position is important
for you at this point in your career.  CII is growing and our future is very
exciting indeed.  We believe that your knowledge and experience will add much
value to our business.  We are most excited about this mutually rewarding
association.

Sincerely,

  /s/ Ramzi A. Dabbagh
- - ----------------------------------
Ramzi A. Dabbagh, President


  /s/ G. Dan Taylor
- - ----------------------------------
G. Dan Taylor, Executive V.P.


  /s/ Mike Steinback
- - ----------------------------------
Mike Steinback, V.P. of Operations


ACCEPTED: /s/ David Henning             11-23-94
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          DAVID HENNING                 DATE

/Ss
HENNING.WPF

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