(b) Section 3.3.Dilutive Issuance. Section 3.3 of the Warrant is herebydeleted in its entirety.          (c) Article V. Definitions. Article V of the Warrant is hereby amended bydeleting the defined term “Dilutive Issuances” in its entirety.     Section 2. Representations and Warranties by DRI. DRI warrants and represents toHolder that:          (a) all of the representations and warranties contained in the Warrant and each other LoanDocument to which DRI is a party continue to be true and correct in all material respects as ofthe date hereof, as if repeated as of the date hereof, except for such representations andwarranties which, by their terms, are expressly made only as of a previous date;          (b) the execution, delivery and performance of this Amendment by DRI is within itscorporate powers, has been duly authorized by all necessary corporate action on its part, andDRI has received all necessary consents and approvals (if any are required) for the executionand delivery of this Amendment;          (c) the Organizational Documents of DRI previously delivered to Holder by DRI have not beenamended or modified in any respect as of the date hereof;          (d) upon its execution, this Amendment shall constitute the legal, valid and bindingobligation of DRI, enforceable against DRI in accordance with its terms, except as suchenforceability may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’rights generally and (ii) general principles of equity          (e) except as set forth herein or as DRI or its representatives shall have notified Holderof in writing, DRI is not in default under any indenture, mortgage, deed of trust, or othermaterial agreement or material instrument to which it is a party or by which it may be boundwhich could have a Material Adverse Effect. Neither the execution and delivery of thisAmendment, nor the consummation of the transactions herein contemplated, nor compliance with theprovisions hereof will (i) violate any law or regulation applicable to DRI, (ii) cause aviolation by DRI of any order or decree of any court or government instrumentality applicable tothem, (iii) conflict with, or result in the breach of, or constitute a default under, anyindenture, mortgage, deed of trust, or other material agreement or material instrument to whichDRI is a party or by which it may be bound, or (iv) result in the creation or imposition of anylien, charge, or encumbrance upon any property of DRI, except in favor of Holder, to secure theObligations.          (f) no Default or Event of Default has occurred and is continuing;          (g) since the date of the Loan Parties’ most recent financial statements delivered toHolder, no change or event has occurred which has had, or is reasonably likely to have, aMaterial Adverse Effect; and
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          (h) this Amendment and any assignment or other instrument, document or agreement executedand delivered in connection herewith, will be valid, binding and enforceable in accordance withtheir respective terms.     Section 3. Miscellaneous.     (a) This Amendment shall become effective on the date on which Lender shall have received thisAmendment duly executed by DRI and Lender shall have received an amendment fee in the amount of$25,000.          (a) The provisions of this Amendment are to be deemed severable, and the invalidity orunenforceability of any provision shall not affect or impair the remaining provisions whichshall continue in full force and effect.          (b) This Amendment may be executed in any number of counterparts, each of which when soexecuted shall be deemed to be an original, and such counterparts together shall constitute oneand the same respective agreement. Signature by facsimile shall also bind the parties hereto.          (c) This Amendment is a Loan Document.          (d) The headings of this Amendment are for the purposes of reference only and shall notaffect the construction of this Amendment.          (e) THIS AMENDMENT AND ALL MATTERS RELATING HERETO AND ARISING HEREFROM (WHETHER ARISINGUNDER CONTRACT LAW, TORT LAW OR OTHERWISE) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED ANDENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TOCONFLICTS OF LAWS PRINCIPLES.          (f) DRI FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES HEREBY CONSENTS TO THE JURISDICTION OFANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK, ANDIRREVOCABLY AGREES THAT, SUBJECT TO HOLDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OFOR RELATING TO THIS AMENDMENT SHALL BE LITIGATED IN SUCH COURTS. DRI FOR ITSELF AND ON BEHALF OFITS SUBSIDIARIES ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY ANDUNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSEOF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY INCONNECTION WITH THIS AMENDMENT. DRI FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES HEREBY WAIVESPERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADEUPON SUCH PERSON BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO SUCHPERSON AT SUCH PERSON’S ADDRESS AS SET FORTH IN SECTION 8.6 OF THE LOAN AGREEMENT OR ASMOST RECENTLY NOTIFIED BY
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SUCH PERSON IN WRITING PURSUANT TO SECTION 8.6 OF THE LOAN AGREEMENT AND SERVICE SOMADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED AS AFORESAID.          (g) DRI FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES AND HOLDER HEREBY WAIVE THEIRRESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OFTHIS AMENDMENT. DRI FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES AND HOLDER FURTHER WARRANT ANDREPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY ANDVOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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     Dated effective as of the date and year first written above.      DRI CORPORATION