DEBT RESTRUCTURING AGREEMENT

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").

RECITALS

A.

The parties hereto entered into a Credit Agreement dated as of May 31, 2000 (the "Original Credit Agreement"), as amended by the First Extension Agreement, dated as of September 29, 2000, the Second Extension Agreement, dated as of November 28, 2000, the Third Extension Agreement, dated as of January 18, 2001, the Fourth Extension Agreement, dated as of February 22, 2001, the Tranche A Extension Agreement, dated as of March 30, 2001, the Tranche A Note and Tranche B Note Extension Agreement, dated as of April 16, 2001 (collectively, the "Extension Agreements"), the Amendment to Credit Agreement, dated as of October 1, 2001 (the "First Amendment to Credit Agreement"), and the Second Amendment to Credit Agreement, dated as of March 1, 2002 (the "Second Amendment to Credit Agreement") (the Original Credit Agreement, as amended by the First Amendment to Credit Agreement, the Second Amendment to Credit Agreement and the Extension Agreements, being referred to herein as the "Credit Agreement").

B.

The loans under the Credit Agreement are currently evidenced by the Tranche A Note and the Tranche B Note.

C.

The parties desire to enter into this Agreement to restructure the obligations of Borrower to Lender under the Credit Agreement.

D.

Concurrently with the execution and delivery of this Agreement, (i) the parties are entering into a Third Amendment to Credit Agreement, in the form attached hereto as Exhibit A (the "Third Amendment to Credit Agreement"), and a First Amendment to Guarantee and Collateral Agreement, in the form attached as an exhibit to the Third Amendment to Credit Agreement (the "GCA Amendment"), and (ii) Borrower is entering into an Amended and Restated Secured Demand Promissory Note, in the form attached as an exhibit to the Third Amendment to Credit Agreement (together with the Third Amendment to Credit Agreement and the GCA Amendment, the "Amended Credit Agreement").

E.

Concurrently with the execution and delivery of this Agreement and in connection with the issuance to Lender of shares of common stock, par value $0.10 per share, of Parent (the "Parent Common Stock") pursuant to this Agreement, Parent and Lender are entering into a Registration Rights Agreement, in the form attached hereto as Exhibit B (the "Registration Rights Agreement" and, together with the Amended Credit Agreement, the "Other Transaction Agreements").

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements of the parties contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

DLI-5878768v8

ARTICLE 1
RESTRUCTURING TRANSACTIONS

Section 1.01

Amended Credit Agreement.  Concurrently with the execution and delivery of this Agreement, the parties shall enter into the Amended Credit Agreement.

Section 1.02

Issuance of Lender Shares.  Within three business days after the date hereof and subject to Section 4.03, Parent shall issue and deliver to Lender 2,324,927 shares of Parent Common Stock (the "Lender Shares").  In addition, concurrently with the execution and delivery of this Agreement, Parent and Lender shall enter into the Registration Rights Agreement.

Section 1.03

Issuance of Brentlinger Shares.  Within three business days after the date hereof, Parent shall issue and deliver to Lender or its designee 2,104,000 shares of Parent Common Stock (the "Brentlinger Shares").  The parties hereto acknowledge and agree that Lender will instruct Parent to issue the Brentlinger Shares to C. Jayson Brentlinger, an individual and the Chairman of the Board of Directors, President and Chief Executive Officer of Parent ("Brentlinger"), subject to Brentlinger executing and delivering to Lender (i) a Stock Purchase Agreement, in the form attached hereto as Exhibit C (the "Brentlinger Purchase Agreement"), (ii) a Secured Promissory Note, in the form attached as an exhibit to the Brentlinger Purchase Agreement (the "Brentlinger Note"), issued by Brentlinger to Lender in the original principal amount of $1,000,000, and (iii) a Pledge Agreement, in the form attached as an exhibit to the Brentlinger Purchase Agreement, made by Brentlinger in favor of Lender pledging the Brentlinger Shares as security for Brentlinger's obligations under the Brentlinger Note (together with the Brentlinger Purchase Agreement and the Brentlinger Note, the "Brentlinger Agreements").

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