MANAGEMENT AGREEMENT



          This Management Agreement (this "Agreement") is entered into as of the

7th day of October 1997 by and between Labtec Enterprises, Inc., a Delaware

corporation formerly known as LEI Holdings, Inc. (the "Company"), and Sun

Multimedia Advisors, Inc., a Delaware corporation ("Sun MM Advisors").



               Whereas, the Company is, on or about the date hereof,

          consummating various transactions pursuant to, and as contemplated by,

          that certain Recapitalization Agreement and Plan of Merger dated as of

          August 26, 1997, as amended (such transactions being referred to

          herein as the "Recapitalization Transactions");



               Whereas, Sun MM Advisors is providing advisory and other services

          to the Company in connection with the senior secured financing (the

          "Senior Financing") being provided for the Recapitalization

          Transactions pursuant to a Credit Agreement dated on or about the date

          hereof (the "Credit Agreement") by Bankers Trust Company, as agent,

          and the lending institutions from time to time party thereto; and



               Whereas, the Company desires to retain Sun MM Advisors to provide

          certain management and advisory services to the Company, and Sun MM

          Advisors desires to provide such services, all on the terms and

          subject to the conditions of this Agreement;



          Now, therefore, in consideration of the mutual covenants contained

herein, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto, intending to

be legally bound, hereby agree as follows:



1.        Services. Sun MM Advisors hereby agrees that, during the term of this

          Agreement (the "Term"), it will: (a) provide the Company with advise

          in connection with the negotiation and consummation of agreements,

          contracts, documents and instruments necessary to provide the Company

          with financing from banks or other financial institutions or other

          entities on terms and conditions satisfactory to the Company; and (b)

          provide the Company with financial, managerial and operational advice

          in connection with its day-to-day operations, including, without

          limitation, advice with respect to the investment of funds with

          respect to the development and implementation of strategies for

          improving the operating, marketing and financial performance of the

          Company.



2.        Payment of Fees.  The Company hereby agrees to:



          a.  reimburse all expenses incurred by Sun MM Advisors on behalf of

              the Company through the date hereof in connection with the

              Recapitalization Transactions;



          b.  pay to Sun MM Advisors, during the Term, a management fee in the

              amount of $500,000 per annum in exchange for the services provided

              to

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              the Company by Sun MM Advisors, as more fully described in Section

              1 of this Agreement, such fee being payable by the Company

              quarterly in advance; provided, however, that to the extent that

              the Company is prohibited under the Credit Agreement from paying

              such amount in cash as it becomes due, the Company may delay

              payment until it is permitted under the Credit Agreement to make

              such payments (in which event the Company shall, at the time of

              such payments, also pay interest on the portion of such fees that

              is either not paid or has been delayed, such interest to be

              calculated at a rate of 12% per annum); and



          c.  during the Term, allow Sun MM Advisors to participate in the

              negotiation and structuring of any acquisition or recapitalization

              transactions by the Company or any of its direct or indirect

              subsidiaries (and related senior secured financings, if any), and

              pay to Sun MM Advisors a fee in connection therewith equal to the

              sum of:



              i.    five percent (5%) of the first $2 million of Transaction

                    Value;



              ii.   four percent (4%) of the next $2 million of Transaction

                    Value (i.e., from $2 million to $4 million in Transaction

                    Value);



              iii.  three percent (3%) of the next $2 million of Transaction

                    Value (i.e., from $4 million to $6 million in Transaction

                    Value);



              iv.   two percent (2%) of the next $2 million of Transaction Value

                    (i.e., from $6 million to $8 million in Transaction Value);



              v.    one percent (1%) of the Transaction Value to the extent it

                    exceeds $8 million.



For purposes of calculating any fee under Section 2(c) above, the "Transaction

Value" shall be the gross purchase price of the transaction (including all debt

assumed, refinanced or otherwise included in the transaction); and such fees

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