THIS NOTE AGREEMENT (the "Agreement") is made and entered into as of this 13th day of June, 1997, by
and among Norris Communications, Inc., a Delaware corporation (the "Company") and the individuals and
entities listed on Schedule A hereto (individually, a "Purchaser" and collectively, the "Purchasers") who are a
signatory to this Agreement.
In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as
1. AUTHORIZATION AND SALE OF NOTES.
a. AUTHORIZATION. The Company has, or before the Closing (as defined in Section 2) will have, duly
authorized the sale and issuance of up to Five Hundred Thousand Dollars ($500,000) aggregate principal amount
of its 12% Secured Promissory Note with Limited Conversion Rights (the "Notes") to be dated the date of issue,
to bear interest from such date at the rate of twelve percent (12%) per annum until the principal amount is paid in
full, to provide for payment of principal and accrued interest on or before September 30, 1999, to be convertible
into shares of the Company's Common Stock and warrants ("Warrants") to purchase additional shares of
Common Stock in the manner described in Section 8, and to be substantially in the form attached hereto as
EXHIBIT A. Interest on the Notes shall be computed on the basis of a 365-day year. The Notes are not subject
to prepayment or redemption at the option of the Company prior to their expressed maturity dates. The term
"Notes" as used herein shall include each Note delivered pursuant to this Agreement and the separate agreements
with the Purchasers listed on Schedule A hereto. You and the other Purchasers listed on Schedule A hereto are
hereinafter sometimes referred to as the "Purchasers."
b. SALE OF NOTES. The Company's agreement with each of the Purchasers is a separate agreement, and the
sale of Notes to each of the Purchasers is a separate sale. Subject to the terms and conditions of this Agreement,
the Company will sell