1st Amend. To Contribution & Share Exchange Agrmnt

EXHIBIT D


FIRST AMENDMENT TO THE


CONTRIBUTION AND SHARE EXCHANGE AGREEMENT
DATED APRIL 22, 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


AUGUST 31, 1998


D-1 2


FIRST AMENDMENT TO THE
CONTRIBUTION AND SHARE EXCHANGE AGREEMENT


This FIRST AMENDMENT (the "Amendment") to that certain Contribution and Share Exchange Agreement (the "Agreement") dated April 22, 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 31st day of August, 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. Paragraph (a) of Section 1.1 of the Agreement is hereby amended to
read as follows:


(a) Subject to the terms and conditions of this Agreement, at the
Closing Date, as hereinafter defined, Speer agrees to grant, contribute,
convey, assign, transfer and deliver to PSI (the "Contribution")
pursuant to an Assignment and Assumption Agreement substantially in the
form attached as Exhibit 1.1 hereto (the "Assignment and Assumption
Agreement") all right, title and interest in all of the assets, tangible
or intangible, along with all contractual and leasehold rights Speer
holds necessary for PSI to operate the Businesses (as hereinafter
defined) as Speer operates them as of the date hereof (the "Speer
Assets") in exchange for the consideration set forth in Section 1.2. The
Speer Assets include, without limitation, those assets set forth in
Schedule 1.1(a)(i), together with all of the issued and outstanding
capital stock of Professional Video Services Corporation, a District of
Columbia corporation ("PVS") and of Speer Communications Virtual Media,
Inc., a Delaware corporation ("SCVM") (the capital stock of PVS and SCVM
are hereinafter referred to as the "Equity Interests") and $15 million
in cash (the "Cash"), but do not include those assets set forth in
Schedule 1.1(a) (the "Excluded Assets").


b. Section 1.4 of the Agreement is hereby amended to read as follows:


1.4 Alternative Transaction. Prior to the Closing Date, Speer
shall be entitled in its sole discretion and upon not less than twenty
(20) days prior written notice to elect not to close the Contribution
and Exchange Transaction and the Real Estate Transaction. In lieu of
such transactions and subject to the terms and conditions of this
Agreement, Speer Communications and SVM would grant, contribute, convey,
assign, transfer and deliver to PSI all of the stock of SCVM and
Thirty-Six Million Dollars ($36,000,000) in cash (the "Alternative
Transaction"). In consideration for the contribution of the stock of
SCVM and cash referred to in the preceding sentence, and in lieu of
PSI's obligation to deliver the Share Exchange Consideration and the
Real Estate Consideration, PSI shall issue and deliver 41,000,000 newly
issued shares of PSI Common Stock (the "Alternative Consideration") to
Speer Communications and SVM. Speer shall not have any obligation or
liability to PSI with respect to the Contribution and Exchange
Transaction or th ...