AMENDMENT NO. 1 TO PURCHASE OPTION

     THIS AMENDMENT NO. 1, effective as of October 7, 1998 (this "Amendment"),
is made by and between BOGEN COMMUNICATIONS INTERNATIONAL, INC., a Delaware
corporation formerly known as European Gateway Acquisition Corp. (the
"Company"), and GKN SECURITIES CORP., as registered holder of a purchase option
for the purchase of units of the Company (the "Holder"), with respect to the
Purchase Option, dated October 7, 1993, issued by the Company to the Holder.

                               W I T N E S S E T H

     WHEREAS, in connection with the Company's initial public offering of its
units (the "Units"), each Unit consisting of one share of common stock, par
value $.001 per share (the "Common Stock"), and two redeemable warrants to
purchase one share of Common Stock at $5.50 per share, the Company issued to the
Holder a purchase option for the purchase of up to Sixty-Six Thousand (66,000)
Units at $6.60 per Unit (the "UPO");

     WHEREAS, the Holder desires to extend the term of the UPO; and

     WHEREAS, the Holder has agreed to amend Section 6 of the UPO to eliminate
certain anti-dilution provisions contained therein, effective as of the date of
issuance of the UPO.

     NOW, THEREFORE, in consideration of the mutual premises contained herein,
the parties hereby agree as follows.

     1. Definitions. Defined terms used herein and not otherwise defined shall
have the respective meaning ascribed to them in the UPO.

     2. Amendments.

          (a) Section 1 of the UPO is hereby amended by deleting the first two
     sentences thereof and replacing such sentences with the following:

          "THIS CERTIFIES THAT, in consideration of the $.0006 per option duly
     paid by or on behalf of GKN Securities Corp. ("Holder"), as registered
     owner of the Purchase Option, to European Gateway Acquisition Corp.
     ("Company"), Holder is entitled, at any time or from time to time at or
     after October 7, 1994 and at or before October 7, 1999, but not thereafter,
     to subscribe for, purchase and receive, in whole or in part, up to
     Sixty-Six Thousand (66,000) units ("Units") of the Company, each Unit
     consisting of one share of common stock of the Company, $.001 par value per
     share ("Common Stock"), and two common stock purchase warrants
     ("Warrants"), expiring October 7, 1999, which is six years from the
     effective date ("Effective Date") of the registration statement
     ("Registration Statement") pursuant to which the Units are offered for sale
     to the public. Each Warrant is the same as the warrants included in the
     Units being 

<PAGE>

     registered for sale to the public by way of the Registration Statement
     ("Public Warrants"), except that the Warrants are not redeemable by the
     Company and expire on October 7, 1999."

          (b) All other references in this Purchase Option to October 7, 1998 or
     to any period and rights expiring on October 7, 1998 (including by way of
     description (e.g., a right expiring on the five year anniversary of the
     Effective Date)) shall instead refer to October 7, 1999 and such period and
     rights shall expire on October 7, 1999.

          (c) Section 2.3.1 of the UPO is hereby amended by:

          (i) substituting the following language inside the parenthetical
     contained in line 7 thereof: "as defined below";

          (ii) deleting the last sentence thereof and replacing it in its
     entirety with the following: "The "Value" of the portion of the Purchase
     Option being converted shall mean the difference between (a) the Market
     Price multiplied by the number of Units being converted and (b) the
     Exercise Price multiplied by the number of Units being converted."; and

          (iii) adding the following to the end of Section 2.3.1:

          "Market Price" at any date shall mean the sum of (a) the Trading Price
     (as defined below) of a share of Common Stock, plus (b) two times the
     Trading Price of a Warrant. "Trading Price" at any date shall be deemed to
     be the last reported sale price, or, in case no such reported sale takes
     place on such day, the average of the last reported sale prices for the
     last three trading days, in either case, as officially reported on the
     principal securities exchange on which the Common Stock or Warrants, as
     applicable, are listed or admitted to trading, or, if the Common Stock or
     Warrants, as applicable, are not listed or admitted to trading on any
     national securities exchange or if any such exchange on which the Common
     Stock or Warrants, as applicable, are listed is not its principal trading
     market, the average closing bid price as furnished by the NASD through the
     National Association of Securities Dealers, Inc. Automated Quotation System
     ("Nasdaq"), the OTC Bulletin Board or similar organization or if the Common
     Stock or Warrants, as applicable, are not quoted on Nasdaq, the OTC
     Bulletin Board or other similar organization, as determined in good faith
     by resolution of the Board of Directors of the Company, based upon the best
     information available to it."

          (d) Effective as of the date of grant of the UPO, Section 6 of the UPO
     is hereby deleted and replaced in its entirety with the following:

                                      -2-

<PAGE>

          "6. Adjustments to Number of Securities; Redemption

          6.1 Definition of Common Stock. For the purpose of this Purchase
     Option, the term "Common Stock" shall mean (i) the class of stock
     designated as Common Stock in the Certificate of Incorporation of the
     Company as may be amended as of the date hereof, or (ii) any other class of
     stock resulting from successive changes or reclassification of such Common
     Stock consisting solely of changes in par value, or from par value to no
     par value, or from no par value to par value.

          6.2 Aggregation of Shares. If after the date hereof, the number of
     outstanding shares of Common Stock is decreased by a consolidation,
     combination or reclassification of shares of Common Stock or other similar
     event, then, after the effective time of such consolidation, combination or
     reclassification, the number of shares issuable upon exercise of this
     Purchase Option shall be decreased in proportion to the increase in the
     outstanding shares, and the then applicable Exercise Price shall be
     correspondingly increased.

          6.3 Stock Dividends. If after the date hereof the number of
     outstanding shares of Common Stock is increased by a stock dividend payable
     in shares of Common Stock or by a split-up of shares of Common Stock or
     other similar event, then, on the date fixed for the determination of
     holders of Common Stock entitled to receive such stock dividend or split,
     the number of shares issuable upon exercise of this Purchase Option shall
     be increased in proportion to the increase in the outstanding shares, and
     the then applicable Exercise Price shall be correspondingly decreased.

          6.4 Other Dividends and Distributions. In the event that the Company
     shall at any time prior to the exercise of all Purchase Options declare a
     dividend (other than a dividend consisting solely of shares of Common
     Stock) or otherwise distribute to its stockholders any assets, property,
     rights, evidences of indebtedness, securities (other than shares of Common
     Stock), whether issued by the Company or by another, or any other thing of
     value, the holders of the unexercised Purchase Options shall thereafter be
     entitled, in addition to the shares of Common Stock or other securities and
     property receivable upon the exercise thereof, to receive, upon the
     exercise of such Purchase Options, the same property, assets, rights,
     evidences of indebtedness, securities or any other thing of value that they
     would have been entitled to receive at the time of such dividend or
     distribution as if the Purchase Options had been exercised immediately
     prior to such dividend or distribution. At the time of any such dividend
     distribution, the Company shall make appropriate reserves to ensure the
     timely performance of the provisions of this Section 6.4.

          6.5 Merger or Consolidation. In case of any consolidation of the
     Company with, or merger of the Company with, or merger of the Company into,
     another corporation (other than a consolidation or merger which does not

                                      -3-

<PAGE>

     result in any reclassification or change of the outstanding Common Stock),
     the corporation formed by such consolidation or merger shall execute and
     deliver to the Holder a supplemental Purchase Option providing that the
     holder of each Purchase Option then outstanding or to be outstanding shall
     have the right thereafter (until the stated expiration of such Purchase
     Option) to receive, upon exercise of such Purchase Option, the kind and
     amount of shares of stock and other securities and property receivable upon
     such consolidation or merger, by a holder of the number of shares of Common
     Stock of the Company for which such Purchase Option might have been
     exercised immediately prior to such consolidation, merger, sale or
     transfer. Such supplemental Purchase Option shall provide for adjustments
     which shall be identical to the adjustments provided in this Section 6. The
     above provision of this Section 6.5 shall similarly apply to successive
     consolidations or mergers.

          6.6 Adjustment of Warrants' Exercise Price. With respect to any of the
     Warrants, whether or not the Warrants are issued and outstanding, the
     Warrant exercise price, which as of October 7, 1998 was $5.50 per share of
     Common Stock, and the number of shares of Common Stock underlying such
     Warrants shall be automatically adjusted in accordance with Section 4 of
     the Warrant Agreement between the Company and Continental Stock Transfer &
     Trust Company, dated as of October 7, 1993 ("Public Warrant Agreement"),
     upon the occurrence of any of the events described therein. Thereafter, the
     Warrants shall become exercisable at such adjusted Warrant exercise price
     for such adjusted number of underlying shares of Common Stock or other
     securities, properties or rights.

          6.7 Elimination of Fractional Interests. The Company shall not be
     required to issue certificates representing fractions of shares of Common
     Stock or Warrants upon the exercise of the Purchase Option, nor shall it be
     required to issue scrip or pay cash in lieu of any fractional interests, it
     being the intent of the parties that all fractional interests shall be
     eliminated by rounding any fraction up to the nearest whole number of
     Warrants, shares of Common Stock or other securities, properties or rights.

          6.8 Redemption of Warrants. Notwithstanding anything to the contrary
     contained in the Public Warrant Agreement or elsewhere, the Warrants
     underlying this Purchase Option cannot, under any circumstances, be
     redeemed by the Company without the prior written consent of the Holder of
     the Purchase Option and shall remain exercisable irrespective of whether
     the Company has called the Public Warrants for redemption.

          (e) Except as expressly amended hereby, all other terms and provisions
     of the UPO shall remain in full force and effect.


                                      -4-
   
<PAGE>

     3. Miscellaneous.

          (a) Amendments. This Amendment may only be amended by a written
     agreement signed by each of the parties to this Amendment.

          (b) Entire Agreement. This Amendment and the UPO, as amended hereby,
     constitute the entire agreement of the parties hereto with respect to the
     subject matter hereof, and supersede all prior agreements and
     understandings of the parties, oral or written, with respect to the subject
     matter hereof.

          (c) Governing Law. This amendment shall be governed by and construed
     in accordance with the laws of the State of New York, without giving effect
     to conflicts of laws.

          (d) Counterparts. This Amendment may be executed in one or more
     counterparts, each of which shall be deemed to be an original, but all of
     which taken together shall constitute one and the same instrument.


                                      -5-

<PAGE>


     IN WITNESS WHEREOF, the parties hereto have set their hand as of December
31, 1998.

                               BOGEN COMMUNICATIONS INTERNATIONAL, INC.



                               By:_____________________________________________
                                   Name:
                                   Title:


                               GKN SECURITIES CORP.



                               By:_____________________________________________
                                   Name:
                                   Title:


                                      -6-

<PAGE>


                       AMENDMENT NO. 1 TO PURCHASE OPTION

     THIS AMENDMENT NO. 1, effective as of October 7, 1998 (this "Amendment"),
is made by and between BOGEN COMMUNICATIONS INTERNATIONAL, INC., a Delaware
corporation formerly known as European Gateway Acquisition Corp. (the
"Company"), and DAVID M. NUSSBAUM, as registered holder of a purchase option for
the purchase of units of the Company (the "Holder"), with respect to the
Purchase Option, dated October 7, 1993, issued by the Company to the Holder.

                               W I T N E S S E T H

     WHEREAS, in connection with the Company's initial public offering of its
units (the "Units"), each Unit consisting of one share of common stock, par
value $.001 per share (the "Common Stock"), and two redeemable warrants to
purchase one share of Common Stock at $5.50 per share, the Company issued to the
Holder a purchase option for the purchase of up to Twenty-Seven Thousand
(27,000) Units at $6.60 per Unit (the "UPO");

     WHEREAS, the Holder desires to extend the term of the UPO; and

     WHEREAS, the Holder has agreed to amend Section 6 of the UPO to eliminate
certain anti-dilution provisions contained therein, effective as of the date of
issuance of the UPO.

     NOW, THEREFORE, in consideration of the mutual premises contained herein,
the parties hereby agree as follows.

     1. Definitions. Defined terms used herein and not otherwise defined shall
have the respective meaning ascribed to them in the UPO.

     2. Amendments.

          (a) Section 1 of the UPO is hereby amended by deleting the first two
     sentences thereof and replacing such sentences with the following:

          "THIS CERTIFIES THAT, in consideration of the $.0006 per option duly
     paid by or on behalf of David M. Nussbaum ("Holder"), as registered owner
     of the Purchase Option, to European Gateway Acquisition Corp. ("Company"),
     Holder is entitled, at any time or from time to time at or after October 7,
     1994 and at or before October 7, 1999, but not thereafter, to subscribe
     for, purchase and receive, in whole or in part, up to Twenty-Seven Thousand
     (27,000) units ("Units") of the Company, each Unit consisting of one share
     of common stock of the Company, $.001 par value per share ("Common Stock"),
     and two common stock purchase warrants ("Warrants"), expiring October 7,
     1999, which is six years from the effective date ("Effective Date") of the
     registration statement ("Registration Statement") pursuant to which the
     Units are offered for sale to the public. Each Warrant is the same as the
     warrants included

<PAGE>


     in the Units being registered for sale to the public by way of the
     Registration Statement ("Public Warrants"), except that the Warrants are
     not redeemable by the Company and expire on October 7, 1999."

          (b) All other references in this Purchase Option to October 7, 1998 or
     to any period and rights expiring on October 7, 1998 (including by way of
     description (e.g., a right expiring on the five year anniversary of the
     Effective Date)) shall instead refer to October 7, 1999 and such period and
     rights shall expire on October 7, 1999.

          (c) Section 2.3.1 of the UPO is hereby amended by:

          (i) substituting the following language inside the parenthetical
     contained in line 7 thereof: "as defined below";

          (ii) deleting the last sentence thereof and replacing it in its
     entirety with the following: "The "Value" of the portion of the Purchase
     Option being converted shall mean the difference between (a) the Market
     Price multiplied by the number of Units being converted and (b) the
     Exercise Price multiplied by the number of Units being converted."; and

          (iii) adding the following to the end of Section 2.3.1:

          "Market Price" at any date shall mean the sum of (a) the Trading Price
     (as defined below) of a share of Common Stock, plus (b) two times the
     Trading Price of a Warrant. "Trading Price" at any date shall be deemed to
     be the last reported sale price, or, in case no such reported sale takes
     place on such day, the average of the last reported sale prices for the
     last three trading days, in either case, as officially reported on the
     principal securities exchange on which the Common Stock or Warrants, as
     applicable, are listed or admitted to trading, or, if the Common Stock or
     Warrants, as applicable, are not listed or admitted to trading on any
     national securities exchange or if any such exchange on which the Common
     Stock or Warrants, as applicable, are listed is not its principal trading
     market, the average closing bid price as furnished by the NASD through the
     National Association of Securities Dealers, Inc. Automated Quotation System
     ("Nasdaq"), the OTC Bulletin Board or similar organization or if the Common
     Stock or Warrants, as applicable, are not quoted on Nasdaq, the OTC
     Bulletin Board or other similar organization, as determined in good faith
     by resolution of the Board of Directors of the Company, based upon the best
     information available to it."

          (d) Effective as of the date of grant of the UPO, Section 6 of the UPO
     is hereby deleted and replaced in its entirety with the following:

                                      -2-

<PAGE>


          "6. Adjustments to Number of Securities; Redemption

          6.1 Definition of Common Stock. For the purpose of this Purchase
     Option, the term "Common Stock" shall mean (i) the class of stock
     designated as Common Stock in the Certificate of Incorporation of the
     Company as may be amended as of the date hereof, or (ii) any other class of
     stock resulting from successive changes or reclassification of such Common
     Stock consisting solely of changes in par value, or from par value to no
     par value, or from no par value to par value.

          6.2 Aggregation of Shares. If after the date hereof, the number of
     outstanding shares of Common Stock is decreased by a consolidation,
     combination or reclassification of shares of Common Stock or other similar
     event, then, after the effective time of such consolidation, combination or
     reclassification, the number of shares issuable upon exercise of this
     Purchase Option shall be decreased in proportion to the increase in the
     outstanding shares, and the then applicable Exercise Price shall be
     correspondingly increased.

          6.3 Stock Dividends. If after the date hereof the number of
     outstanding shares of Common Stock is increased by a stock dividend payable
     in shares of Common Stock or by a split-up of shares of Common Stock or
     other similar event, then, on the date fixed for the determination of
     holders of Common Stock entitled to receive such stock dividend or split,
     the number of shares issuable upon exercise of this Purchase Option shall
     be increased in proportion to the increase in the outstanding shares, and
     the then applicable Exercise Price shall be correspondingly decreased.

          6.4 Other Dividends and Distributions. In the event that the Company
     shall at any time prior to the exercise of all Purchase Options declare a
     dividend (other than a dividend consisting solely of shares of Common
     Stock) or otherwise distribute to its stockholders any assets, property,
     rights, evidences of indebtedness, securities (other than shares of Common
     Stock), whether issued by the Company or by another, or any other thing of
     value, the holders of the unexercised Purchase Options shall thereafter be
     entitled, in addition to the shares of Common Stock or other securities and
     property receivable upon the exercise thereof, to receive, upon the
     exercise of such Purchase Options, the same property, assets, rights,
     evidences of indebtedness, securities or any other thing of value that they
     would have been entitled to receive at the time of such dividend or
     distribution as if the Purchase Options had been exercised immediately
     prior to such dividend or distribution. At the time of any such dividend
     distribution, the Company shall make appropriate reserves to ensure the
     timely performance of the provisions of this Section 6.4.

          6.5 Merger or Consolidation. In case of any consolidation of the
     Company with, or merger of the Company with, or merger of the Company into,
     another corporation (other than a consolidation or merger which does not

                                      -3-

<PAGE>

     result in any reclassification or change of the outstanding Common Stock),
     the corporation formed by such consolidation or merger shall execute and
     deliver to the Holder a supplemental Purchase Option providing that the
     holder of each Purchase Option then outstanding or to be outstanding shall
     have the right thereafter (until the stated expiration of such Purchase
     Option) to receive, upon exercise of such Purchase Option, the kind and
     amount of shares of stock and other securities and property receivable upon
     such consolidation or merger, by a holder of the number of shares of Common
     Stock of the Company for which such Purchase Option might have been
     exercised immediately prior to such consolidation, merger, sale or
     transfer. Such supplemental Purchase Option shall provide for adjustments
     which shall be identical to the adjustments provided in this Section 6. The
     above provision of this Section 6.5 shall similarly apply to successive
     consolidations or mergers.

          6.6 Adjustment of Warrants' Exercise Price. With respect to any of the
     Warrants, whether or not the Warrants are issued and outstanding, the
     Warrant exercise price, which as of October 7, 1998 was $5.50 per share of
     Common Stock, and the number of shares of Common Stock underlying such
     Warrants shall be automatically adjusted in accordance with Section 4 of
     the Warrant Agreement between the Company and Continental Stock Transfer &
     Trust Company, dated as of October 7, 1993 ("Public Warrant Agreement"),
     upon the occurrence of any of the events described therein. Thereafter, the
     Warrants shall become exercisable at such adjusted Warrant exercise price
     for such adjusted number of underlying shares of Common Stock or other
     securities, properties or rights.

          6.7 Elimination of Fractional Interests. The Company shall not be
     required to issue certificates representing fractions of shares of Common
     Stock or Warrants upon the exercise of the Purchase Option, nor shall it be
     required to issue scrip or pay cash in lieu of any fractional interests, it
     being the intent of the parties that all fractional interests shall be
     eliminated by rounding any fraction up to the nearest whole number of
     Warrants, shares of Common Stock or other securities, properties or rights.

          6.8 Redemption of Warrants. Notwithstanding anything to the contrary
     contained in the Public Warrant Agreement or elsewhere, the Warrants
     underlying this Purchase Option cannot, under any circumstances, be
     redeemed by the Company without the prior written consent of the Holder of
     the Purchase Option and shall remain exercisable irrespective of whether
     the Company has called the Public Warrants for redemption.

          (e) Except as expressly amended hereby, all other terms and provisions
     of the UPO shall remain in full force and effect.

                                      -4-

<PAGE>

     3. Miscellaneous.

          (a) Amendments. This Amendment may only be amended by a written
     agreement signed by each of the parties to this Amendment.

          (b) Entire Agreement. This Amendment and the UPO, as amended hereby,
     constitute the entire agreement of the parties hereto with respect to the
     subject matter hereof, and supersede all prior agreements and
     understandings of the parties, oral or written, with respect to the subject
     matter hereof.

          (c) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
     IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, without giving effect
     to conflicts of laws.

          (d) Counterparts. This Amendment may be executed in one or more
     counterparts, each of which shall be deemed to be an original, but all of
     which taken together shall constitute one and the same instrument.

                                      -5-

<PAGE>


     IN WITNESS WHEREOF, the parties hereto have set their hand as of December
31, 1998.

                               BOGEN COMMUNICATIONS INTERNATIONAL, INC.



                               By:_____________________________________________
                                   Name:
                                   Title:




                               ---------------------------------------------
                               David M. Nussbaum

                                      -6-

<PAGE>

                       AMENDMENT NO. 1 TO PURCHASE OPTION

     THIS AMENDMENT NO. 1, effective as of October 7, 1998 (this "Amendment"),
is made by and between BOGEN COMMUNICATIONS INTERNATIONAL, INC., a Delaware
corporation formerly known as European Gateway Acquisition Corp. (the
"Company"), and ROGER GLADSTONE, as registered holder of a purchase option for
the purchase of units of the Company (the "Holder"), with respect to the
Purchase Option, dated October 7, 1993, issued by the Company to the Holder.

                               W I T N E S S E T H

     WHEREAS, in connection with the Company's initial public offering of its
units (the "Units"), each Unit consisting of one share of common stock, par
value $.001 per share (the "Common Stock"), and two redeemable warrants to
purchase one share of Common Stock at $5.50 per share, the Company issued to the
Holder a purchase option for the purchase of up to Twenty-Seven Thousand
(27,000) Units at $6.60 per Unit (the "UPO");

     WHEREAS, the Holder desires to extend the term of the UPO; and

     WHEREAS, the Holder has agreed to amend Section 6 of the UPO to eliminate
certain anti-dilution provisions contained therein, effective as of the date of
issuance of the UPO.

     NOW, THEREFORE, in consideration of the mutual premises contained herein,
the parties hereby agree as follows.

     1. Definitions. Defined terms used herein and not otherwise defined shall
have the respective meaning ascribed to them in the UPO.

     2. Amendments.

          (a) Section 1 of the UPO is hereby amended by deleting the first two
     sentences thereof and replacing such sentences with the following:

          "THIS CERTIFIES THAT, in consideration of the $.0006 per option duly
     paid by or on behalf of Roger Gladstone ("Holder"), as registered owner of
     the Purchase Option, to European Gateway Acquisition Corp. ("Company"),
     Holder is entitled, at any time or from time to time at or after October 7,
     1994 and at or before October 7, 1999, but not thereafter, to subscribe
     for, purchase and receive, in whole or in part, up to Twenty-Seven Thousand
     (27,000) units ("Units") of the Company, each Unit consisting of one share
     of common stock of the Company, $.001 par value per share ("Common Stock"),
     and two common stock purchase warrants ("Warrants"), expiring October 7,
     1999, which is six years from the effective date ("Effective Date") of the
     registration statement ("Registration Statement") pursuant to which the
     Units are offered for sale to the public. Each Warrant is the same as the
     warrants included

<PAGE>


     in the Units being registered for sale to the public by way of the
     Registration Statement ("Public Warrants"), except that the Warrants are
     not redeemable by the Company and expire on October 7, 1999."

          (b) All other references in this Purchase Option to October 7, 1998 or
     to any period and rights expiring on October 7, 1998 (including by way of
     description (e.g., a right expiring on the five year anniversary of the
     Effective Date)) shall instead refer to October 7, 1999 and such period and
     rights shall expire on October 7, 1999.

          (c) Section 2.3.1 of the UPO is hereby amended by:

          (i) substituting the following language inside the parenthetical
     contained in line 7 thereof: "as defined below";

          (ii) deleting the last sentence thereof and replacing it in its
     entirety with the following: "The "Value" of the portion of the Purchase
     Option being converted shall mean the difference between (a) the Market
     Price multiplied by the number of Units being converted and (b) the
     Exercise Price multiplied by the number of Units being converted."; and

          (iii) adding the following to the end of Section 2.3.1:

          "Market Price" at any date shall mean the sum of (a) the Trading Price
     (as defined below) of a share of Common Stock, plus (b) two times the
     Trading Price of a Warrant. "Trading Price" at any date shall be deemed to
     be the last reported sale price, or, in case no such reported sale takes
     place on such day, the average of the last reported sale prices for the
     last three trading days, in either case, as officially reported on the
     principal securities exchange on which the Common Stock or Warrants, as
     applicable, are listed or admitted to trading, or, if the Common Stock or
     Warrants, as applicable, are not listed or admitted to trading on any
     national securities exchange or if any such exchange on which the Common
     Stock or Warrants, as applicable, are listed is not its principal trading
     market, the average closing bid price as furnished by the NASD through the
     National Association of Securities Dealers, Inc. Automated Quotation System
     ("Nasdaq"), the OTC Bulletin Board or similar organization or if the Common
     Stock or Warrants, as applicable, are not quoted on Nasdaq, the OTC
     Bulletin Board or other similar organization, as determined in good faith
     by resolution of the Board of Directors of the Company, based upon the best
     information available to it."

          (d) Effective as of the date of grant of the UPO, Section 6 of the UPO
     is hereby deleted and replaced in its entirety with the following:


                                      -2-

<PAGE>
   
          "6. Adjustments to Number of Securities; Redemption

          6.1 Definition of Common Stock. For the purpose of this Purchase
     Option, the term "Common Stock" shall mean (i) the class of stock
     designated as Common Stock in the Certificate of Incorporation of the
     Company as may be amended as of the date hereof, or (ii) any other class of
     stock resulting from successive changes or reclassification of such Common
     Stock consisting solely of changes in par value, or from par value to no
     par value, or from no par value to par value.

          6.2 Aggregation of Shares. If after the date hereof, the number of
     outstanding shares of Common Stock is decreased by a consolidation,
     combination or reclassification of shares of Common Stock or other similar
     event, then, after the effective time of such consolidation, combination or
     reclassification, the number of shares issuable upon exercise of this
     Purchase Option shall be decreased in proportion to the increase in the
     outstanding shares, and the then applicable Exercise Price shall be
     correspondingly increased.

          6.3 Stock Dividends. If after the date hereof the number of
     outstanding shares of Common Stock is increased by a stock dividend payable
     in shares of Common Stock or by a split-up of shares of Common Stock or
     other similar event, then, on the date fixed for the determination of
     holders of Common Stock entitled to receive such stock dividend or split,
     the number of shares issuable upon exercise of this Purchase Option shall
     be increased in proportion to the increase in the outstanding shares, and
     the then applicable Exercise Price shall be correspondingly decreased.

          6.4 Other Dividends and Distributions. In the event that the Company
     shall at any time prior to the exercise of all Purchase Options declare a
     dividend (other than a dividend consisting solely of shares of Common
     Stock) or otherwise distribute to its stockholders any assets, property,
     rights, evidences of indebtedness, securities (other than shares of Common
     Stock), whether issued by the Company or by another, or any other thing of
     value, the holders of the unexercised Purchase Options shall thereafter be
     entitled, in addition to the shares of Common Stock or other securities and
     property receivable upon the exercise thereof, to receive, upon the
     exercise of such Purchase Options, the same property, assets, rights,
     evidences of indebtedness, securities or any other thing of value that they
     would have been entitled to receive at the time of such dividend or
     distribution as if the Purchase Options had been exercised immediately
     prior to such dividend or distribution. At the time of any such dividend
     distribution, the Company shall make appropriate reserves to ensure the
     timely performance of the provisions of this Section 6.4.

          6.5 Merger or Consolidation. In case of any consolidation of the
     Company with, or merger of the Company with, or merger of the Company into,
     another corporation (other than a consolidation or merger which does not

                                      -3-


<PAGE>

     result in any reclassification or change of the outstanding Common Stock),
     the corporation formed by such consolidation or merger shall execute and
     deliver to the Holder a supplemental Purchase Option providing that the
     holder of each Purchase Option then outstanding or to be outstanding shall
     have the right thereafter (until the stated expiration of such Purchase
     Option) to receive, upon exercise of such Purchase Option, the kind and
     amount of shares of stock and other securities and property receivable upon
     such consolidation or merger, by a holder of the number of shares of Common
     Stock of the Company for which such Purchase Option might have been
     exercised immediately prior to such consolidation, merger, sale or
     transfer. Such supplemental Purchase Option shall provide for adjustments
     which shall be identical to the adjustments provided in this Section 6. The
     above provision of this Section 6.5 shall similarly apply to successive
     consolidations or mergers.

          6.6 Adjustment of Warrants' Exercise Price. With respect to any of the
     Warrants, whether or not the Warrants are issued and outstanding, the
     Warrant exercise price, which as of October 7, 1998 was $5.50 per share of
     Common Stock, and the number of shares of Common Stock underlying such
     Warrants shall be automatically adjusted in accordance with Section 4 of
     the Warrant Agreement between the Company and Continental Stock Transfer &
     Trust Company, dated as of October 7, 1993 ("Public Warrant Agreement"),
     upon the occurrence of any of the events described therein. Thereafter, the
     Warrants shall become exercisable at such adjusted Warrant exercise price
     for such adjusted number of underlying shares of Common Stock or other
     securities, properties or rights.

          6.7 Elimination of Fractional Interests. The Company shall not be
     required to issue certificates representing fractions of shares of Common
     Stock or Warrants upon the exercise of the Purchase Option, nor shall it be
     required to issue scrip or pay cash in lieu of any fractional interests, it
     being the intent of the parties that all fractional interests shall be
     eliminated by rounding any fraction up to the nearest whole number of
     Warrants, shares of Common Stock or other securities, properties or rights.

          6.8 Redemption of Warrants. Notwithstanding anything to the contrary
     contained in the Public Warrant Agreement or elsewhere, the Warrants
     underlying this Purchase Option cannot, under any circumstances, be
     redeemed by the Company without the prior written consent of the Holder of
     the Purchase Option and shall remain exercisable irrespective of whether
     the Company has called the Public Warrants for redemption.

          (e) Except as expressly amended hereby, all other terms and provisions
     of the UPO shall remain in full force and effect.

                                      -4-

<PAGE>

     3. Miscellaneous.

          (a) Amendments. This Amendment may only be amended by a written
     agreement signed by each of the parties to this Amendment.

          (b) Entire Agreement. This Amendment and the UPO, as amended hereby,
     constitute the entire agreement of the parties hereto with respect to the
     subject matter hereof, and supersede all prior agreements and
     understandings of the parties, oral or written, with respect to the subject
     matter hereof.

          (c) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
     IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, without giving effect
     to conflicts of laws.

          (d) Counterparts. This Amendment may be executed in one or more
     counterparts, each of which shall be deemed to be an original, but all of
     which taken together shall constitute one and the same instrument.

                                      -5-

<PAGE>


     IN WITNESS WHEREOF, the parties hereto have set their hand as of December
31, 1998.

                               BOGEN COMMUNICATIONS INTERNATIONAL, INC.



                               By:_____________________________________________
                                   Name:
                                   Title:




                               ---------------------------------------------
                               Roger Gladstone

                                      -6-

<PAGE>


                       AMENDMENT NO. 1 TO PURCHASE OPTION

     THIS AMENDMENT NO. 1, effective as of October 7, 1998 (this "Amendment"),
is made by and between BOGEN COMMUNICATIONS INTERNATIONAL, INC., a Delaware
corporation formerly known as European Gateway Acquisition Corp. (the
"Company"), and ROBERT GLADSTONE, as registered holder of a purchase option for
the purchase of units of the Company (the "Holder"), with respect to the
Purchase Option, dated October 7, 1993, issued by the Company to the Holder.

                               W I T N E S S E T H

     WHEREAS, in connection with the Company's initial public offering of its
units (the "Units"), each Unit consisting of one share of common stock, par
value $.001 per share (the "Common Stock"), and two redeemable warrants to
purchase one share of Common Stock at $5.50 per share, the Company issued to the
Holder a purchase option for the purchase of up to Twenty-Seven Thousand
(27,000) Units at $6.60 per Unit (the "UPO");

     WHEREAS, the Holder desires to extend the term of the UPO; and

     WHEREAS, the Holder has agreed to amend Section 6 of the UPO to eliminate
certain anti-dilution provisions contained therein, effective as of the date of
issuance of the UPO.

     NOW, THEREFORE, in consideration of the mutual premises contained herein,
the parties hereby agree as follows.

     1. Definitions. Defined terms used herein and not otherwise defined shall
have the respective meaning ascribed to them in the UPO.

     2. Amendments.

          (a) Section 1 of the UPO is hereby amended by deleting the first two
     sentences thereof and replacing such sentences with the following:

          "THIS CERTIFIES THAT, in consideration of the $.0006 per option duly
     paid by or on behalf of Robert Gladstone ("Holder"), as registered owner of
     the Purchase Option, to European Gateway Acquisition Corp. ("Company"),
     Holder is entitled, at any time or from time to time at or after October 7,
     1994 and at or before October 7, 1999, but not thereafter, to subscribe
     for, purchase and receive, in whole or in part, up to Twenty-Seven Thousand
     (27,000) units ("Units") of the Company, each Unit consisting of one share
     of common stock of the Company, $.001 par value per share ("Common Stock"),
     and two common stock purchase warrants ("Warrants"), expiring October 7,
     1999, which is six years from the effective date ("Effective Date") of the
     registration statement ("Registration Statement") pursuant to which the
     Units are offered for sale to the public. Each Warrant is the same as the
     warrants included

<PAGE>

     in the Units being registered for sale to the public by way of the
     Registration Statement ("Public Warrants"), except that the Warrants are
     not redeemable by the Company and expire on October 7, 1999."

          (b) All other references in this Purchase Option to October 7, 1998 or
     to any period and rights expiring on October 7, 1998 (including by way of
     description (e.g., a right expiring on the five year anniversary of the
     Effective Date)) shall instead refer to October 7, 1999 and such period and
     rights shall expire on October 7, 1999.

          (c) Section 2.3.1 of the UPO is hereby amended by:

          (i) substituting the following language inside the parenthetical
     contained in line 7 thereof: "as defined below";

          (ii) deleting the last sentence thereof and replacing it in its
     entirety with the following: "The "Value" of the portion of the Purchase
     Option being converted shall mean the difference between (a) the Market
     Price multiplied by the number of Units being converted and (b) the
     Exercise Price multiplied by the number of Units being converted."; and

          (iii) adding the following to the end of Section 2.3.1:

          "Market Price" at any date shall mean the sum of (a) the Trading Price
     (as defined below) of a share of Common Stock, plus (b) two times the
     Trading Price of a Warrant. "Trading Price" at any date shall be deemed to
     be the last reported sale price, or, in case no such reported sale takes
     place on such day, the average of the last reported sale prices for the
     last three trading days, in either case, as officially reported on the
     principal securities exchange on which the Common Stock or Warrants, as
     applicable, are listed or admitted to trading, or, if the Common Stock or
     Warrants, as applicable, are not listed or admitted to trading on any
     national securities exchange or if any such exchange on which the Common
     Stock or Warrants, as applicable, are listed is not its principal trading
     market, the average closing bid price as furnished by the NASD through the
     National Association of Securities Dealers, Inc. Automated Quotation System
     ("Nasdaq"), the OTC Bulletin Board or similar organization or if the Common
     Stock or Warrants, as applicable, are not quoted on Nasdaq, the OTC
     Bulletin Board or other similar organization, as determined in good faith
     by resolution of the Board of Directors of the Company, based upon the best
     information available to it."

          (d) Effective as of the date of grant of the UPO, Section 6 of the UPO
     is hereby deleted and replaced in its entirety with the following:

                                      -2-

<PAGE>

          "6. Adjustments to Number of Securities; Redemption

          6.1 Definition of Common Stock. For the purpose of this Purchase
     Option, the term "Common Stock" shall mean (i) the class of stock
     designated as Common Stock in the Certificate of Incorporation of the
     Company as may be amended as of the date hereof, or (ii) any other class of
     stock resulting from successive changes or reclassification of such Common
     Stock consisting solely of changes in par value, or from par value to no
     par value, or from no par value to par value.

          6.2 Aggregation of Shares. If after the date hereof, the number of
     outstanding shares of Common Stock is decreased by a consolidation,
     combination or reclassification of shares of Common Stock or other similar
     event, then, after the effective time of such consolidation, combination or
     reclassification, the number of shares issuable upon exercise of this
     Purchase Option shall be decreased in proportion to the increase in the
     outstanding shares, and the then applicable Exercise Price shall be
     correspondingly increased.

          6.3 Stock Dividends. If after the date hereof the number of
     outstanding shares of Common Stock is increased by a stock dividend payable
     in shares of Common Stock or by a split-up of shares of Common Stock or
     other similar event, then, on the date fixed for the determination of
     holders of Common Stock entitled to receive such stock dividend or split,
     the number of shares issuable upon exercise of this Purchase Option shall
     be increased in proportion to the increase in the outstanding shares, and
     the then applicable Exercise Price shall be correspondingly decreased.

          6.4 Other Dividends and Distributions. In the event that the Company
     shall at any time prior to the exercise of all Purchase Options declare a
     dividend (other than a dividend consisting solely of shares of Common
     Stock) or otherwise distribute to its stockholders any assets, property,
     rights, evidences of indebtedness, securities (other than shares of Common
     Stock), whether issued by the Company or by another, or any other thing of
     value, the holders of the unexercised Purchase Options shall thereafter be
     entitled, in addition to the shares of Common Stock or other securities and
     property receivable upon the exercise thereof, to receive, upon the
     exercise of such Purchase Options, the same property, assets, rights,
     evidences of indebtedness, securities or any other thing of value that they
     would have been entitled to receive at the time of such dividend or
     distribution as if the Purchase Options had been exercised immediately
     prior to such dividend or distribution. At the time of any such dividend
     distribution, the Company shall make appropriate reserves to ensure the
     timely performance of the provisions of this Section 6.4.

          6.5 Merger or Consolidation. In case of any consolidation of the
     Company with, or merger of the Company with, or merger of the Company into,
     another corporation (other than a consolidation or merger which does not

                                      -3-

<PAGE>

     result in any reclassification or change of the outstanding Common Stock),
     the corporation formed by such consolidation or merger shall execute and
     deliver to the Holder a supplemental Purchase Option providing that the
     holder of each Purchase Option then outstanding or to be outstanding shall
     have the right thereafter (until the stated expiration of such Purchase
     Option) to receive, upon exercise of such Purchase Option, the kind and
     amount of shares of stock and other securities and property receivable upon
     such consolidation or merger, by a holder of the number of shares of Common
     Stock of the Company for which such Purchase Option might have been
     exercised immediately prior to such consolidation, merger, sale or
     transfer. Such supplemental Purchase Option shall provide for adjustments
     which shall be identical to the adjustments provided in this Section 6. The
     above provision of this Section 6.5 shall similarly apply to successive
     consolidations or mergers.

          6.6 Adjustment of Warrants' Exercise Price. With respect to any of the
     Warrants, whether or not the Warrants are issued and outstanding, the
     Warrant exercise price, which as of October 7, 1998 was $5.50 per share of
     Common Stock, and the number of shares of Common Stock underlying such
     Warrants shall be automatically adjusted in accordance with Section 4 of
     the Warrant Agreement between the Company and Continental Stock Transfer &
     Trust Company, dated as of October 7, 1993 ("Public Warrant Agreement"),
     upon the occurrence of any of the events described therein. Thereafter, the
     Warrants shall become exercisable at such adjusted Warrant exercise price
     for such adjusted number of underlying shares of Common Stock or other
     securities, properties or rights.

          6.7 Elimination of Fractional Interests. The Company shall not be
     required to issue certificates representing fractions of shares of Common
     Stock or Warrants upon the exercise of the Purchase Option, nor shall it be
     required to issue scrip or pay cash in lieu of any fractional interests, it
     being the intent of the parties that all fractional interests shall be
     eliminated by rounding any fraction up to the nearest whole number of
     Warrants, shares of Common Stock or other securities, properties or rights.

          6.8 Redemption of Warrants. Notwithstanding anything to the contrary
     contained in the Public Warrant Agreement or elsewhere, the Warrants
     underlying this Purchase Option cannot, under any circumstances, be
     redeemed by the Company without the prior written consent of the Holder of
     the Purchase Option and shall remain exercisable irrespective of whether
     the Company has called the Public Warrants for redemption.

          (e) Except as expressly amended hereby, all other terms and provisions
     of the UPO shall remain in full force and effect.

                                      -4-

<PAGE>

     3. Miscellaneous.

          (a) Amendments. This Amendment may only be amended by a written
     agreement signed by each of the parties to this Amendment.

          (b) Entire Agreement. This Amendment and the UPO, as amended hereby,
     constitute the entire agreement of the parties hereto with respect to the
     subject matter hereof, and supersede all prior agreements and
     understandings of the parties, oral or written, with respect to the subject
     matter hereof.

          (c) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
     IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, without giving effect
     to conflicts of laws.

          (d) Counterparts. This Amendment may be executed in one or more
     counterparts, each of which shall be deemed to be an original, but all of
     which taken together shall constitute one and the same instrument.

                                      -5-

<PAGE>


     IN WITNESS WHEREOF, the parties hereto have set their hand as of December
31, 1998.

                               BOGEN COMMUNICATIONS INTERNATIONAL, INC.



                               By:_____________________________________________
                                   Name:
                                   Title:




                               ---------------------------------------------
                               Robert Gladstone

                                      -6-


<PAGE>


                       AMENDMENT NO. 1 TO PURCHASE OPTION

     THIS AMENDMENT NO. 1, effective as of October 7, 1998 (this "Amendment"),
is made by and between BOGEN COMMUNICATIONS INTERNATIONAL, INC., a Delaware
corporation formerly known as European Gateway Acquisition Corp. (the
"Company"), and RICHARD BUONOCORE, as registered holder of a purchase option for
the purchase of units of the Company (the "Holder"), with respect to the
Purchase Option, dated October 7, 1993, issued by the Company to the Holder.

                               W I T N E S S E T H

     WHEREAS, in connection with the Company's initial public offering of its
units (the "Units"), each Unit consisting of one share of common stock, par
value $.001 per share (the "Common Stock"), and two redeemable warrants to
purchase one share of Common Stock at $5.50 per share, the Company issued to the
Holder a purchase option for the purchase of up to Three Thousand (3,000) Units
at $6.60 per Unit (the "UPO");

     WHEREAS, the Holder desires to extend the term of the UPO; and

     WHEREAS, the Holder has agreed to amend Section 6 of the UPO to eliminate
certain anti-dilution provisions contained therein, effective as of the date of
issuance of the UPO.

     NOW, THEREFORE, in consideration of the mutual premises contained herein,
the parties hereby agree as follows.

     1. Definitions. Defined terms used herein and not otherwise defined shall
have the respective meaning ascribed to them in the UPO.

     2. Amendments.

          (a) Section 1 of the UPO is hereby amended by deleting the first two
     sentences thereof and replacing such sentences with the following:

          "THIS CERTIFIES THAT, in consideration of the $.0006 per option duly
     paid by or on behalf of Richard Buonocore ("Holder"), as registered owner
     of the Purchase Option, to European Gateway Acquisition Corp. ("Company"),
     Holder is entitled, at any time or from time to time at or after October 7,
     1994 and at or before October 7, 1999, but not thereafter, to subscribe
     for, purchase and receive, in whole or in part, up to Three Thousand
     (3,000) units ("Units") of the Company, each Unit consisting of one share
     of common stock of the Company, $.001 par value per share ("Common Stock"),
     and two common stock purchase warrants ("Warrants"), expiring October 7,
     1999, which is six years from the effective date ("Effective Date") of the
     registration statement ("Registration Statement") pursuant to which the
     Units are offered for sale to the public. Each Warrant is the same as the
     warrants included in the Units being 

<PAGE>

     registered for sale to the public by way of the Registration Statement
     ("Public Warrants"), except that the Warrants are not redeemable by the
     Company and expire on October 7, 1999."

          (b) All other references in this Purchase Option to October 7, 1998 or
     to any period and rights expiring on October 7, 1998 (including by way of
     description (e.g., a right expiring on the five year anniversary of the
     Effective Date)) shall instead refer to October 7, 1999 and such period and
     rights shall expire on October 7, 1999.

          (c) Section 2.3.1 of the UPO is hereby amended by:

          (i) substituting the following language inside the parenthetical
     contained in line 7 thereof: "as defined below";

          (ii) deleting the last sentence thereof and replacing it in its
     entirety with the following: "The "Value" of the portion of the Purchase
     Option being converted shall mean the difference between (a) the Market
     Price multiplied by the number of Units being converted and (b) the
     Exercise Price multiplied by the number of Units being converted."; and

          (iii) adding the following to the end of Section 2.3.1:

          "Market Price" at any date shall mean the sum of (a) the Trading Price
     (as defined below) of a share of Common Stock, plus (b) two times the
     Trading Price of a Warrant. "Trading Price" at any date shall be deemed to
     be the last reported sale price, or, in case no such reported sale takes
     place on such day, the average of the last reported sale prices for the
     last three trading days, in either case, as officially reported on the
     principal securities exchange on which the Common Stock or Warrants, as
     applicable, are listed or admitted to trading, or, if the Common Stock or
     Warrants, as applicable, are not listed or admitted to trading on any
     national securities exchange or if any such exchange on which the Common
     Stock or Warrants, as applicable, are listed is not its principal trading
     market, the average closing bid price as furnished by the NASD through the
     National Association of Securities Dealers, Inc. Automated Quotation System
     ("Nasdaq"), the OTC Bulletin Board or similar organization or if the Common
     Stock or Warrants, as applicable, are not quoted on Nasdaq, the OTC
     Bulletin Board or other similar organization, as determined in good faith
     by resolution of the Board of Directors of the Company, based upon the best
     information available to it."

          (d) Effective as of the date of grant of the UPO, Section 6 of the UPO
     is hereby deleted and replaced in its entirety with the following:

                                      -2-

<PAGE>

          "6. Adjustments to Number of Securities; Redemption

          6.1 Definition of Common Stock. For the purpose of this Purchase
     Option, the term "Common Stock" shall mean (i) the class of stock
     designated as Common Stock in the Certificate of Incorporation of the
     Company as may be amended as of the date hereof, or (ii) any other class of
     stock resulting from successive changes or reclassification of such Common
     Stock consisting solely of changes in par value, or from par value to no
     par value, or from no par value to par value.

          6.2 Aggregation of Shares. If after the date hereof, the number of
     outstanding shares of Common Stock is decreased by a consolidation,
     combination or reclassification of shares of Common Stock or other similar
     event, then, after the effective time of such consolidation, combination or
     reclassification, the number of shares issuable upon exercise of this
     Purchase Option shall be decreased in proportion to the increase in the
     outstanding shares, and the then applicable Exercise Price shall be
     correspondingly increased.

          6.3 Stock Dividends. If after the date hereof the number of
     outstanding shares of Common Stock is increased by a stock dividend payable
     in shares of Common Stock or by a split-up of shares of Common Stock or
     other similar event, then, on the date fixed for the determination of
     holders of Common Stock entitled to receive such stock dividend or split,
     the number of shares issuable upon exercise of this Purchase Option shall
     be increased in proportion to the increase in the outstanding shares, and
     the then applicable Exercise Price shall be correspondingly decreased.

          6.4 Other Dividends and Distributions. In the event that the Company
     shall at any time prior to the exercise of all Purchase Options declare a
     dividend (other than a dividend consisting solely of shares of Common
     Stock) or otherwise distribute to its stockholders any assets, property,
     rights, evidences of indebtedness, securities (other than shares of Common
     Stock), whether issued by the Company or by another, or any other thing of
     value, the holders of the unexercised Purchase Options shall thereafter be
     entitled, in addition to the shares of Common Stock or other securities and
     property receivable upon the exercise thereof, to receive, upon the
     exercise of such Purchase Options, the same property, assets, rights,
     evidences of indebtedness, securities or any other thing of value that they
     would have been entitled to receive at the time of such dividend or
     distribution as if the Purchase Options had been exercised immediately
     prior to such dividend or distribution. At the time of any such dividend
     distribution, the Company shall make appropriate reserves to ensure the
     timely performance of the provisions of this Section 6.4.

          6.5 Merger or Consolidation. In case of any consolidation of the
     Company with, or merger of the Company with, or merger of the Company into,
     another corporation (other than a consolidation or merger which does not

                                      -3-
   
<PAGE>

     result in any reclassification or change of the outstanding Common Stock),
     the corporation formed by such consolidation or merger shall execute and
     deliver to the Holder a supplemental Purchase Option providing that the
     holder of each Purchase Option then outstanding or to be outstanding shall
     have the right thereafter (until the stated expiration of such Purchase
     Option) to receive, upon exercise of such Purchase Option, the kind and
     amount of shares of stock and other securities and property receivable upon
     such consolidation or merger, by a holder of the number of shares of Common
     Stock of the Company for which such Purchase Option might have been
     exercised immediately prior to such consolidation, merger, sale or
     transfer. Such supplemental Purchase Option shall provide for adjustments
     which shall be identical to the adjustments provided in this Section 6. The
     above provision of this Section 6.5 shall similarly apply to successive
     consolidations or mergers.

          6.6 Adjustment of Warrants' Exercise Price. With respect to any of the
     Warrants, whether or not the Warrants are issued and outstanding, the
     Warrant exercise price, which as of October 7, 1998 was $5.50 per share of
     Common Stock, and the number of shares of Common Stock underlying such
     Warrants shall be automatically adjusted in accordance with Section 4 of
     the Warrant Agreement between the Company and Continental Stock Transfer &
     Trust Company, dated as of October 7, 1993 ("Public Warrant Agreement"),
     upon the occurrence of any of the events described therein. Thereafter, the
     Warrants shall become exercisable at such adjusted Warrant exercise price
     for such adjusted number of underlying shares of Common Stock or other
     securities, properties or rights.

          6.7 Elimination of Fractional Interests. The Company shall not be
     required to issue certificates representing fractions of shares of Common
     Stock or Warrants upon the exercise of the Purchase Option, nor shall it be
     required to issue scrip or pay cash in lieu of any fractional interests, it
     being the intent of the parties that all fractional interests shall be
     eliminated by rounding any fraction up to the nearest whole number of
     Warrants, shares of Common Stock or other securities, properties or rights.

          6.8 Redemption of Warrants. Notwithstanding anything to the contrary
     contained in the Public Warrant Agreement or elsewhere, the Warrants
     underlying this Purchase Option cannot, under any circumstances, be
     redeemed by the Company without the prior written consent of the Holder of
     the Purchase Option and shall remain exercisable irrespective of whether
     the Company has called the Public Warrants for redemption.

          (e) Except as expressly amended hereby, all other terms and provisions
     of the UPO shall remain in full force and effect.

                                      -4-

<PAGE>


     3. Miscellaneous.

          (a) Amendments. This Amendment may only be amended by a written
     agreement signed by each of the parties to this Amendment.

          (b) Entire Agreement. This Amendment and the UPO, as amended hereby,
     constitute the entire agreement of the parties hereto with respect to the
     subject matter hereof, and supersede all prior agreements and
     understandings of the parties, oral or written, with respect to the subject
     matter hereof.

          (c) Governing Law. This amendment shall be governed by and construed
     in accordance with the laws of the state of New York, without giving effect
     to conflicts of laws.

          (d) Counterparts. This Amendment may be executed in one or more
     counterparts, each of which shall be deemed to be an original, but all of
     which taken together shall constitute one and the same instrument.

                                      -5-

<PAGE>



     IN WITNESS WHEREOF, the parties hereto have set their hand as of December
31, 1998.

                                BOGEN COMMUNICATIONS INTERNATIONAL, INC.



                                By:_____________________________________________
                                    Name:
                                    Title:




                                ---------------------------------------------
                                Richard Buonocore


                                      -6-