2nd Amendment/contribution And Share Exchange Agreement

SECOND AMENDMENT TO THE


CONTRIBUTION AND SHARE EXCHANGE AGREEMENT
DATED APRIL 22, 1998 AND AMENDED AUGUST 31, 1998


BY AND AMONG


SPEER COMMUNICATIONS HOLDINGS LIMITED PARTNERSHIP,
A NEVADA LIMITED PARTNERSHIP


SPEER WORLD WIDE DIGITAL TRANSMISSION & VAULTING
LIMITED PARTNERSHIP,
A NEVADA LIMITED PARTNERSHIP


SPEER PRODUCTIONS LIMITED PARTNERSHIP,
A NEVADA LIMITED PARTNERSHIP


SPEER VIRTUAL MEDIA LIMITED PARTNERSHIP,
A NEVADA LIMITED PARTNERSHIP


AND


PRECISION SYSTEMS, INC.,
A DELAWARE CORPORATION


OCTOBER 27, 1998


E-1


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SECOND AMENDMENT TO THE
CONTRIBUTION AND SHARE EXCHANGE AGREEMENT


This SECOND AMENDMENT (the "Amendment") to that certain Contribution and Share Exchange Agreement (the "Agreement") dated April 22, 1998 and amended on August 31, 1998 by and among Speer Communications Holdings Limited Partnership, a Nevada limited partnership ("Speer Communications"), Speer World Wide Digital Transmission & Vaulting Limited Partnership, a Nevada limited partnership ("Speer World Wide"), Speer Productions Limited Partnership, a Nevada limited partnership ("Speer Productions"), Speer Virtual Media Limited Partnership, a Nevada limited partnership ("SVM") and Precision Systems, Inc., a Delaware corporation ("PSI") is entered into by and among Speer Communications, Speer World Wide, Speer Productions, SVM and PSI (the "Parties") as of this 27th day of October, 1998.


WHEREAS, the Parties have determined to amend the Agreement pursuant to the terms of this Amendment; and


WHEREAS, capitalized terms not defined herein shall have the meaning ascribed to such terms in the Agreement;


NOW, THEREFORE, in consideration of the foregoing, and of the representations, warranties, covenants and agreements contained herein, the Parties hereto agree as follows.


1. Amendments.


a. Section 8.17 of the Agreement is hereby amended to read as follows:


8.17. Non-Fulfillment Date. In the event that one or more of the
foregoing conditions in this Article VIII is not fulfilled as of
December 19, 1998, Speer may, upon notice to PSI and on or prior to
the Closing Date, elect not to consummate the transactions provided
for herein, or may waive the condition and proceed to Closing, but
any breach of condition, warranty, representatio ...