AMEND. TO BRIDGE LOAN AGREEMENT & PROM. NOTE

EXHIBIT 10.9

TO

BRIDGE LOAN AGREEMENT

PROMISSORY NOTE





THIS AMENDMENT, dated as of August 2, 1996 (the "Amendment"), is made by and between FieldWorks, Incorporated, a Minnesota corporation (the "Company"), and Brightbridge Fund I L.P. (the "Investor").



WHEREAS, pursuant to the terms of a Bridge Loan Agreement dated as of July 15, 1996 (the "Agreement"), Investor lent the Company $500,000, in return for which the Company delivered to Investor a Promissory Note dated July 15, 1996, in the amount of $500,000 (the "Note").



WHEREAS, the Agreement and the Note provide that all outstanding principal and accrued interest on the Note shall be due and payable on December 31, 1996, if not prepaid prior to such date in accordance with the terms of the Agreement and the Note.



WHEREAS, the Company desires to extend the date on which all outstanding principal and accrued interest on the Note shall be due and payable.



WHEREAS, Investor agrees to extend the date on which all outstanding principal and accrued interest on the Note shall be due and payable.



WHEREAS, in connection with certain negotiations between the Company and its bank, Norwest Bank National Association (the "Bank"), regarding the extension and amendment of the Company's current line of credit, the Bank has requested that the Agreement an ...