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Stock Purchase Agreement Dated As Of November 16, 2001.

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Stock Purchase Agreement
Circuit Research Labs, Inc.
Dialog4 System Engineering GmbH


This Stock Purchase Agreement (the "Agreement") is dated as of this first day of November, 2001, and is by and among Charles Jayson Brentlinger ("Buyer"), and Dialog4 System Engineering GmbH, a German corporation ("Dialog4"), Berthold Burkhardtsmaier ("Berthold"), Cornelia Burkhardtsmaier ("Connie"), and Friedrich Maier ("Friedrich") (Dialog4, Berthold, Connie and Friedrich are sometimes collectively referred to as "Sellers").


RECITALS:


A. Sellers have entered into or will enter into an agreement (the "CRL Agreement") with Circuit Research Labs, Inc., an Arizona corporation, and CRL Systems, Inc., a Nevada corporation (collectively, "CRL") by which Dialog4 will sell certain assets to CRL. Berthold, Connie and Friedrich are stockholders of Dialog4 and are parties to the CRL Agreement.


B. As part of the consideration for the assets to be sold to CRL, Sellers will receive that number of shares of common stock of Circuit Research Labs, Inc. (the "Purchase Price Stock") which will have a value of $1,250,000 being calculated based on the average closing price of common stock of CRL on the NASDAQ bulletin board for the thirty trading days immediately prior to the closing date of the CRL Agreement. The exact number of shares constituting the Purchase Price Stock has not yet been determined.


C. In the event of default by CRL of certain of its obligations under the CRL Agreement, Sellers shall be required to return all of the Purchase Price Stock to CRL except, under certain circumstances set forth in the CRL Agreement, that amount of the Purchase Price Stock which shall have a market value of $500,000 on the date of the return (the "Retained Stock"). The CRL Agreement sets forth the circumstances which may result in Sellers holding only the Retained Stock instead of the entire amount of the Purchase Price Stock.


D. Sellers wish to be able to sell the Purchase Price Stock or the Retained Stock, as the case may be, within the times and pursuant to the terms of this Agreement and Buyer is willing to purchase the stock at such times and on such terms.


AGREEMENTS:


In consideration of the recitals and mutual agreements contained herein, the parties agree:


1. The parties adopt and agree to the recitals set forth in this Agreement.


2. The parties agree that the date on which Sellers first own the Purchase Price Stock shall be referred to hereafter as the "Purchase Date."


3. At the request of Sellers, Buyer agrees to purchase the Purchase Price Stock or the Retained Stock, as the case may be, or any portion thereof offered by Sellers,


collectively from the Sellers at any time beginning twelve months after the Purchase Date and ending eighteen months after the Purchase Date. Sellers may only reques
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