FIRST AMENDMENT TO
                     COMMON STOCK PURCHASE WARRANT AGREEMENT


          This First Amendment to Common Stock Purchase Warrant Agreement, dated
as  of  September  30,  1999 between MURDOCK COMMUNICATIONS CORPORATION, an Iowa
corporation  (the  "Company")  and  FIRSTAR TRUST COMPANY, as Warrant Agent (the
"Warrant  Agent").

                                    RECITALS

          A.     The Warrant Agent and the Company are parties to a Common Stock
Purchase  Warrant  Agreement  dated  as  of  October 21, 1996 (the "Agreement").

          B.     The  Company  and  the Warrant Agent deem it desirable to amend
the  Agreement  to  extend  the  "Warrant  Expiration  Date"  to April 21, 2000.

          C.     Pursuant  to  Section  10 of the Agreement, the Company and the
Warrant  Agent  may by supplemental agreement make any changes or corrections in
the  Agreement  that  they  may  deem  necessary  or  desirable and which do not
adversely  affect  the  interests  of  the  holders  of  Warrant  Certificates

                                   AGREEMENTS

          In  consideration  of  the  foregoing  and  the  mutual  covenants and
agreements  contained  herein  and in the Agreement, and intending to be legally
bound  hereby,  the  Warrant  Agent  and  the  Company  hereby agree as follows:

          1.     Amendment  of  Section  1(b).  The  definition  of  "Warrant
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Expiration  Date"  in Section 1(i) of the Agreement is hereby amended to read in
its  entirety  as  follows:

"Warrant Expiration Date" shall mean 5 p.m. (Central Time) on April 21, 2000, or
if  such  date  shall  in  the State of Wisconsin be a holiday or a day on which
banks  are authorized to close, then 5 p.m. (Central Time) on the next following
day which in the State of Wisconsin is not a holiday or a day on which banks are
authorized  to  close.  Unless exercised during the Warrant Exercise Period, the
Warrants  will  automatically expire.  The Warrants may be called for redemption
and  the  expiration  date  herefor accelerated, on the terms and conditions set
forth in sections 4(b) and 4(c) of this Agreement.  If so called for redemption,
Warrant  Certificate  holders  shall  have  a  period  of

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at  least 30 days after the date of the call notice within which to exercise the
Warrants.  However,  Warrant  Certificate  holders  will  receive the redemption
price  only  if such certificates are surrendered to the Corporate Office within
the  redemption  period  (as  defined  below).

          2.     Amendment  of  Section  5(b).  Section 5(b) of the Agreement is
                 ----------------------------
hereby amended by adding a new sentence immediately following the end thereof to
read  as  follows:

Notwithstanding  anything  herein  to  the  contrary,  the  Company shall not be
obligated  by  this  Agreement  to take any action to secure any registration or
approval  of  the  Common Stock purchasable upon the exercise of the Warrants in
any  state  or  other  jurisdiction  at  any time after October 21, 1999 and the
Company  may  refuse to issue such Common Stock upon exercise of the Warrants in
the  absence  of  an  exemption  in  any  such  state  or  jurisdiction.

          3.     Amendments  of Section 8.  Section 8 of the Agreement is hereby
                 ------------------------
amended  by  adding  a new subsection (e) to the end thereof to read as follows:

(e)  Notwithstanding  anything  herein to the contrary, the Company shall not be
obligated  to  make  any  adjustments pursuant to this Section 8 to the Purchase
Price  or  the number of shares of Common Stock purchasable upon the exercise of
the  Warrants  for  any  event  which  occurs  after  October  21,  1999.

          Section 8(b)(iv) is hereby amended by adding the following sentence at
the  end  thereof:

     Any  such  fraction which is equal to or greater than 0.50 shall be rounded
up  to  a  whole  share  and  any such fraction which is less than 0.50 shall be
rounded  down  and  eliminated.

          4.     Full  Force  and  Effect.  All  remaining  provisions  of  the
                 ------------------------
Agreement  remain  unchanged  and  in  full  force  and  effect.

          5.     Governing  Law.  This  Amendment  shall  be  governed  by  and
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construed  in  accordance  with  the  laws  of  the State of Wisconsin.  Section
headings  in  this  Amendment appear for convenience of reference only and shall
not  be  used  in  any  interpretation  of  this  Amendment.

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          6.     Binding Effect.  This Amendment shall be binding upon and inure
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to the benefit of the Company, the Warrant Agent and their respective successors
and  assigns,  and  the  Registered  Holders  from  time  to  time  of  Warrant
Certificates  or  any  of them.  Nothing in this Amendment shall be construed to
confer  any  right,  remedy  or  claim  upon  any  other  person.
          7.     Counterparts.  This  Amendment may be executed in counterparts,
                 ------------
which  taken  together  shall  constitute  a  single  document.

     IN  WITNESS  WHEREOF,  the  Warrant  Agent and the Company have caused this
Amendment  to be executed as of the date first written above by their respective
officers  thereunto  duly  authorized.


                                          MURDOCK  COMMUNICATIONS
                                          CORPORATION

                                          BY
                                            ------------------------------
                                                  Thomas E. Chaplin
                                               Chief Executive Officer

                                          FIRSTAR  TRUST  COMPANY

                                          BY
                                            ------------------------------
                                                 Authorized Officer

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