AMENDMENT TO
                              EMPLOYMENT AGREEMENT


This  Amendment is made and entered into  effective May 21, 2001, by and between
SONUS CORP., a Yukon Territory, Canada, corporation ("Corporation"), and BRANDON
M. DAWSON ("Executive").

                                    RECITALS

A.    Effective  December 24, 1997,  Corporation  and Executive  entered into an
employment agreement (the "Agreement").

B.    Corporation  and Executive  mutually  desire to amend the Agreement as set
forth in this Amendment.

                                    AMENDMENT

1.    The definitions of "Term" and "Good Reason"  contained in Section 1 of the
Agreement are amended to read as follows:

      ""TERM" - The period from the Effective Date through May 21, 2004."

      ""GOOD  REASON"  - For all  purposes  of this  Agreement,  termination  by
Executive of his employment  with  Corporation  during the  Employment  Term for
"Good Reason" means termination based on any of the following:

      (a)   A change  in  Executive's  status  or  position  or  positions  with
            Corporation  that  represents a material  demotion from  Executive's
            status or position or  positions as described in Section 3.1 of this
            Agreement   or  a   material   change  in   Executive's   duties  or
            responsibilities  that is inconsistent  with such status or position
            or positions;

      (b)   Removal  of  Executive  as a member  of the  Board  (other  than for
            cause);

      (c)   A  reduction  by  Corporation  in  Executive's  Base Salary or other
            benefits provided for under this Agreement (as in effect on the date
            of this  Agreement  or as  increased  at any time during the Term of
            this Agreement);

      (d)   The failure of Corporation to continue Executive's participation (on
            terms  comparable to those for other key executives of  Corporation)
            in any Plans and vacation  programs or  arrangements  in which other
            key executives of Corporation are participants  (unless such failure
            to continue is caused by an action or status of Executive); or

      (e)   Corporation's  requiring  Executive  to be based  more than 35 miles
            from Corporation's  principal executive office,  except for required
            travel  on  Corporation's   business  to  an  extent   substantially
            consistent with  Executive's  business travel  obligations as of the
            date of this Agreement.

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2.    Section 3.1 of the Agreement is amended to read as follows:

      "3.1  Position  and  Duties.   Executive  agrees  to  render  services  to
            Corporation  as  Chairman  of the Board and a member of the Board of
            Corporation  and as an  executive  officer of such of  Corporation's
            Affiliates  as  the  parties  to  this  Agreement   mutually  agree,
            including  Affiliates  that may be formed or acquired  subsequent to
            the Effective  Date. As Chairman of the Board,  Executive  will have
            such  executive and  managerial  duties as may be agreed between him
            and  Corporation's  Chief  Executive  Officer  from  time  to  time.
            Corporation   acknowledges  and  agrees  that  (i)  by  its  actions
            replacing  Executive with Daniel J. Kohl as Chief Executive  Officer
            of  Corporation,  Good Reason  exists for Executive to terminate his
            employment  with the  Corporation,  (ii) in the event that Executive
            terminates  his  employment  with the  Corporation at any time on or
            before December 31, 2001, such termination shall be deemed to be for
            Good Reason, and (iii) after December 31, 2001, termination for Good
            Reason must be  established  by some reason  other than  Executive's
            replacement  with  Mr.  Kohl  as  Chief  Executive  Officer  of  the
            Corporation."

3.    Section 4.1 of the Agreement is amended to read as follows:

      "4.1  Base Salary.  As  compensation  for the  performance  of Executive's
            services hereunder, inclusive of services as an officer and director
            of  Corporation's  Affiliates,  Corporation will pay to Executive in
            accordance  with its normal payroll  practices an annual salary (the
            "Base Salary") of $250,000 per year,  subject to such increases (but
            not decreases) as are determined  from time to time by the Board, or
            a compensation committee designated by the Board."

4.    Section 4.3.2 of the  Agreement is amended to delete the sentence  "Vested
      Options  will  remain   exercisable  for  90  days  after  termination  of
      employment or, in the case of termination due to death or Disability,  for
      one year." and replace it with "Vested Options will remain exercisable for
      one year after termination of employment for any reason." In addition, the
      following  sentence is added at the end of Section 4.3.2  "Executive shall
      be entitled to modifications of his options to purchase the  Corporation's
      common shares consistent and commensurate with  modifications  provided to
      other senior executives of Corporation (including issuance of new options,
      re-pricing outstanding options, acceleration of vesting periods, etc.)."

5.    Except  as  expressly  provided  in this  Amendment,  the  Agreement  will
      continue in full force and effect.

CORPORATION:                        SONUS CORP.


                                    By /s/ Daniel J. Kohl
                                       ---------------------------------------
                                       Daniel J. Kohl, Chief Executive Officer


EXECUTIVE:                          /s/ Brandon M. Dawson
                                    ------------------------------------------
                                    BRANDON M. DAWSON


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