FIRST AMENDMENT TO PLACEMENT AGREEMENT
This First Amendment to Placement Agreement (this "Amendment") dated as of the 20th day of May, 1996 is
entered into between Iacocca Capital Partners, L.P., a Delaware limited partnership ("Placement Agent") and
Norris Communications Corp., a corporation organized under the laws of the Yukon Territory, Canada (the
A. The Placement Agent and the Company entered into a Placement Agreement dated as of April 16, 1996 (the
"Placement Agreement"), pursuant to which the Company engaged Placement Agent and Placement Agent
agreed to act as agent for the Company in connection with a private placement of securities through the sale of
shares of common stock of the Company and warrants exercisable into shares of common stock of the
B. The Placement Agent and the Company desire to amend the Placement Agreement upon the terms and
conditions set forth in this Amendment.
In consideration of the above recitals and for other good and valuable consideration, the receipt and sufficiency of
which hereby are acknowledged by each party, the Placement Agent and the Company agree as follows:
1. Defined Terms. Unless otherwise specified herein, any capitalized terms defined in the Placement Agreement
shall have the respective meanings ascribed to such terms in the Placement Agreement.
2. Termination. With respect to Section 10 in the Placement Agreement, if any of the conditions specified in
Section 8 have not been fulfilled or a consummation of the sale of the shares of common stock of the Company
and/or warrants exercisable into shares of common stock of the Company has not occurred by the later of (a) 14
days after the upcoming shareholder meeting is held and (b) 120 days from the date of the Placement Agreement,
either party may terminate the Placement Agreement upon 30 days prior written notice to the other party.
3. Placement Agent Fee. Any issuances of Common Stock of the Company to certain pre-existing creditors