Exhibit 10.14

FIFTH AMENDMENT

THIS FIFTH AMENDMENT ("Amendment"), dated as of February 19, 2004 (the "Amendment
Date"), is made between (i) INTRADO INC. ("Intrado"), INTRADO COMMUNICATIONS INC.
("ICI") and INTRADO COMMUNICATIONS OF VIRGINIA INC. ("ICIV") (Intrado, ICI and ICIV, individually
and collectively, "Borrower"); and (ii) GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
("Lender");

W
I T N E S S E T H:

WHEREAS,
pursuant to a certain Loan and Security Agreement, dated as of July 31, 2001, made between Borrower and Lender (hereinafter, as amended to date, called the
"Loan Agreement"), Lender agreed to extend credit to Borrower in accordance with, and subject to, the terms and conditions therein contained; and

WHEREAS,
Borrower has notified Lender that pursuant to a certain Share Purchase Agreement ("Purchase Agreement") to be entered into
between Intrado and the shareholders (collectively, "Sellers") of bmd wireless AG, Zug, a corporation organized under the laws of Switzerland
("BMD"), Intrado intends to acquire all of the issued and outstanding shares of BMD, such that BMD will become a wholly-owned Subsidiary of Intrado, in
exchange for a purchase price consisting of (a) $3,999,998 in cash, (b) 700,002 shares of Intrado's common stock, (c) the repayment of debt of BMD to certain of the Sellers in the
aggregate principal amount of CHF 319,667.05 and (d) a certain earn-out payment pursuant to which, based on BMD's revenue for its fiscal year ending December 31, 2004,
Intrado may issue to the Sellers up to 200,000 additional shares of its common stock ("Sellers' Earnout"), and that, in connection with such purchase,
Intrado will pay to BMD's representative, White Hawk Associates, LLC, a broker's fee in the amount of (a) $200,000 in cash, (b) 35,000 shares of Intrado's common stock and (c) a
certain earn-out payment equal to five percent (5%) of the Sellers' Earnout (all of the foregoing, collectively, the "BMD Acquisition"); and

WHEREAS,
pursuant to Section 5(a) of the Loan Agreement, Intrado is prohibited from consummating the BMD Acquisition without obtaining the prior written consent of Lender; and

WHEREAS,
Borrower has requested that Lender consent to the BMD Acquisition, and, subject to the terms of this Amendment, Lender is willing to grant such consent; and

WHEREAS,
Borrower has further requested that Lender (a) amend Section 5(a) of the Loan Agreement in order to permit Borrower to consummate, on a limited basis, future
acquisitions, and (b) amend Section 5(c) of the Loan Agreement in order to permit Borrower to make advances, on a limited basis, to BMD; and

WHEREAS,
subject to the terms and conditions of this Amendment, Lender is willing to make such additional accommodations to Borrower;

NOW,
THEREFORE, in consideration of the foregoing recitals, the mutual covenants and conditions herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, Borrower and Lender agree as follows:

1.Incorporation of Definitions.Capitalized terms used hereinbelow, but not expressly redefined hereinbelow,
shall have the meanings given to such terms in the Loan Agreement, as amended hereby.

2.Consent to BMD Acquisition.Lender hereby consents to the consummation of the BMD Acquisition; provided,however, that (i) such consent is subject to the satisfaction of each of the conditions
precedent set forth in Section 10 hereof, (ii) such consent shall become void and of no further force or effect unless such conditions precedent are satisfied, and the BMD Acquisition is
consummated, on or prior to February 29, 2004 and (iii) such consent is limited to the BMD Acquisition and shall not be deemed to be a consent to any other matter prohibited pursuant to
the Loan Agreement.

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3.Certain Pledge Agreements.Borrower hereby agrees with Lender that within sixty (60) days after the
date of this Amendment, Borrower will (i) take all actions necessary to cause Lender's security interest
in sixty-five percent (65%) (or such greater percentage as could not reasonably be expected to cause the undistributed earnings of the applicable Subsidiary, as determined for U.S. federal
income tax purposes, to be treated as a deemed dividend to Borrower) of the Stock of each of BMD and Intrado's Subsidiary,
                        ("Irish
Subsidiary"), to be perfected under the laws of the United States and the laws of the respective countries of organization of each such Subsidiary, and (ii) deliver to
Lender opinions of counsel satisfactory to Lender, in form and substance satisfactory to Lender, confirming such perfection and as to such other matters as Lender shall require. Borrower's failure to
comply with this covenant shall constitute an Event of Default as to which Lender shall be entitled to exercise all of its rights and remedies under the Loan Agreement and the other Loan Documents.

4.Amendment to Section 5(a) of the Loan Agreement.Section 5(a) of the Loan Agreement is hereby
amended by adding at the end of such Section the following provison;



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5.Amendment to Section 5(b) of the Loan Agreement.Section 5(b) of the Loan Agreement is hereby
amended by adding immediately after clause (vi) thereof a new clause (vii) to read as follows:



6.Amendment to Section 5(c) of the Loan Agreement.Section 5(c) of the Loan Agreement is hereby
deleted in its entirety and the following revised Section 5(c) is hereby substituted in lieu thereof:



7.Amendment to Section 5(f) of the Loan Agreement.Section 5(f) of the Loan Agreement is hereby
amended by inserting after the word "transaction" therein the following parenthetical:



8.Amendment to Section 6.1(a) of the Loan Agreement.Section 6.1(a) of the Loan Agreement is
hereby amended by adding the following sentence at the end of such Section:



9.Amendments to Section 7.1 of the Loan Agreement.Section 7.1 of the Loan Agreement is hereby
amended by inserting after the words "or any other Credit Party" in clauses (f) and (g) thereof the words "or any Subsidiary of any Credit Party".

10.Amendments to Defined Terms.Schedule A to the Loan Agreement is hereby amended by inserting therein
the following terms:



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11.Conditions Precedent.The consent and amendments set forth herein shall not become effective unless and
until (a) Intrado shall have delivered to Lender resolutions of its board of directors, certified by the Secretary or an assistant Secretary of Intrado to be true, correct and complete
authorizing Borrower's execution and delivery of, and performance under, this Amendment; (b) Borrower shall have delivered to Lender Projections satisfying the criteria set forth in
Section 4.1(d) of the Loan Agreement for its Fiscal Year ending December 31, 2004; (c) Borrower shall have delivered to Lender copies of (i) the Purchase Agreement and all
schedules, and exhibits pertaining thereto and all documents to be executed pursuant thereto or in connection therewith, (ii) resolutions of the Board of Directors of Intrado approving the BMD
Acquisition, and (iii) copies of all consents or approvals of governmental authorities or other Persons required to be obtained in connection with the consummation of the BMD Acquisition, all
certified by the chief executive officer or chief financial officer of Intrado to be true, correct and complete, and all of the foregoing shall be satisfactory to Lender in all respects;
(d) Lender shall be satisfied that (i) the assets and Stock of BMD are free and clear of all Liens and (ii) Borrower is not incurring any Indebtedness in connection with the
consummation of the BMD Acquisition; (e) Lender shall have received such financial statements and other reports and projections for BMD (or for Borrower and BMD on a consolidated basis) as it
shall require and all of the foregoing shall be satisfactory to Lender in all respects; (f) Lender shall have received a description of the current and proposed business, operations and
functions of the Irish Subsidiary which shall be satisfactory to Lender in all respects; and (g) Lender shall have received such other reports, agreements and documents as it shall request.

12.Effect of Amendment.This Amendment shall become effective as of the date of satisfaction of the conditions
precedent set forth in Section 12 hereof. Except as set forth expressly herein, all terms of the Loan Agreement, as amended hereby, and the Loan Documents, shall be and remain in full force and
effect and shall constitute the legal, valid, binding and enforceable obligations of Borrower to Lender. To the extent any terms and conditions in any of the Loan Documents shall contradict or be in
conflict with any terms or conditions of the Loan Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified and amended accordingly to reflect the terms
and conditions of the Loan Agreement as modified and amended hereby. In any event, this Amendment and the documents executed in connection therewith shall not, individually or collectively, constitute
in any way a novation.

13.Inducement Representations.To induce Lender to enter into this Amendment, Borrower hereby
(a) restates and renews each and every representation and warranty heretofore made by it under, or in
connection with the execution and delivery of, the Loan Agreement; (b) restates, ratifies and reaffirms each and every term and condition set forth in the Loan Agreement, as amended hereby, and
in the Loan Documents, effective as of the date hereof; (c) certifies that, as of the date hereof, after giving effect hereto, no Event of Default or Default exists; (d) acknowledges and
agrees that, as of the date hereof, there exists no right of offset, defense, counterclaim or objection in its favor as against Lender with respect to the payment or performance of its Obligations;
(e) acknowledges and agrees that Lender's Lien in the Collateral continues in full force and effect as security for all of the Obligations, including, without limitation, all of the Obligations
of Borrower under and in respect of the Revolving Credit Loans, the Term Loan and the Second Term Loan and (f) releases Lender from any and all liability for any action taken (or omitted to be
taken) by Lender in connection with the Loan Agreement or pursuant thereto through the date of this Amendment.

14.Governing Law.This Amendment shall be governed by, and construed in accordance with, the laws of the State
of New York, without regard to the principles thereof regarding conflicts of laws.

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15.Costs and Expenses.Borrower agrees to pay upon request all costs and expenses of Lender in connection with
the preparation, execution, delivery and enforcement of this Amendment and all other Loan Documents executed in connection herewith, the closing hereof, and any other transactions contemplated hereby,
including the reasonable fees and out-of-pocket expenses of Lender's legal counsel.

16.Entire Agreement.This Amendment constitutes the entire agreement between Borrower and Lender relative to
the subject matter hereof, and supersedes and replaces any understanding or agreement, oral or written, in conflict therewith.

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IN
WITNESS WHEREOF, Borrower and Lender have set their hands, effective as of the Amendment Date.

| |  | "BORROWER"                             
| |  | ---------------------------------------
| |  | INTRADO INC.                           
| |  | By:                                    
| |  |                                        
| |  |                                        
| |  |                                        
| |  |                                        
| |  |                                        
| |  | INTRADO COMMUNICATIONS INC.            
| |  | By:                                    
| |  |                                        
| |  |                                        
| |  |                                        
| |  |                                        
| |  |                                        
| |  | INTRADO COMMUNICATIONS OF VIRGINIA INC.
| |  | By:                                    
| |  |                                        
| |  |                                        
| |  |                                        
| |  |                                        
| |  |                                        
| |  | "LENDER"                               
| |  | GENERAL ELECTRIC CAPITAL CORPORATION   
| |  | By:                                    
| |  |                                        
| |  |                                        
| |  |                                        
| |  |                                        
| |  |                                        

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