MODIFICATION AGREEMENT
                             ----------------------

DATE:                      December 22, 2000

PARTIES:     Borrower      GENTNER COMMUNICATIONS CORPOATION, a Utah corporation

             Bank:         BANK ONE, UTAH, NA, a national banking association


RECITALS:
---------

    A. Bank has extended to Borrower credit ("Loan") in the principal  amount of
$5,000,000.00  pursuant  to the Loan  Agreement,  dated  January 5, 1999  ("Loan
Agreement"),  and  evidenced  by the  Promissory  Note,  dated  January  5, 1999
("Note"). The unpaid principal of the Loan as of the date hereof is $-0-.

    B. The Loan and/or  guaranty of Loan is secured by, among other things,  the
Commercial  Security  Agreement,  dated  January 5, 1999,  by Borrower,  for the
benefit of Bank (the agreements,  documents,  and instruments  securing the Loan
and the Note are referred to  individually  and  collectively  as the ("Security
Documents").

    C. Bank and Borrower have executed and  delivered  previously  the following
agreements ("Modifications") modifying the terms of the Loan, the Note, the Loan
Agreement, and/or the Security Documents:  Modification Agreement, dated June 9,
1999. (The Note, the Loan  Agreement,  the Security  Documents,  any arbitration
resolution,  and all other agreements,  documents,  and instruments  evidencing,
securing,  or otherwise  relating to the Loan, as modified in the Modifications,
are sometimes referred to individually and collectively as the "Loan Documents".
Hereinafter,  "Note", "Loan Agreement", and "Security Documents" shall mean such
documents as modified in the Modifications.)

    D.  Borrower  has requested that Bank modify the Loan and the Loan Documents
as  provided  herein.  Bank is  willing  to so  modify  the  Loan  and the  Loan
Documents, subject to the terms and conditions herein.

AGREEMENT:
----------

For good and valuable  consideration,  the receipt and  sufficiency of which are
hereby acknowledged, Borrower and Bank agree as follows:

1.  ACCURACY OF RECITALS.
    --------------------

Borrower acknowledges the accuracy of the Recitals.

2.  MODIFICATION OF LOAN DOCUMENTS.
    ------------------------------

    2.1 The Loan Documents are modified as follows:

        2.1.1  Interest  on the  Loan  and the  Note  shall  be due and  payable
commencing  on  February  1,  2001,  and  continuing  on the  same  day of  each
successive month thereafter until the maturity date. No payments of principal of
the Loan and the Note shall be due and payable until the maturity date.

        2.1.2  The  maturity  date of the  Loan  and the  Note is  changed  from
December 22, 2000, to December 21, 2001. On the maturity date Borrower shall pay
to Bank the unpaid principal, accrued and unpaid interest, and all other amounts
payable by Borrower under the Loan Documents as modified herein.


        2.1.3 The  Section  entitled  "Additional  Affirmative  Covenant  - Debt
Service  Coverage" of the Loan  Agreement is modified to read in its entirety as
follows:

<PAGE>

               Additional Affirmative Covenant - Debt Service Coverage. Borrower
further  covenants  and agrees  with Lender  that,  while this  Agreement  is in
effect,  Borrower will comply at all times with the following ratio. Maintain as
of the end of each fiscal  quarter,  a ratio (a) net income,  after taxes,  plus
interest, depreciation,  amortization and depletion, less any Distributions, for
the twelve month period then ending, to (b) interest plus current  maturities of
long-term  debt plus  current  maturities  of  capital  leases for the same such
twelve month  period,  of not less than the  following  ratios for the following
periods:  for the period  ending  December 31, 2000,  1.4 to 1.0; for the period
January 1, 2001 to termination of this Loan Agreement, 2.0 to 1.0.

    2.1.4  The Section entitled "Affirmative  Covenants. Compliance Certificate"
of the Loan Agreement is modified to read in its entirety as follows:

        Compliance  Certificate.  Unless  waived in writing  by Lender,  provide
Lender 45 days after each  quarter  with a  certificate  executed by  Borrower's
chief financial  officer,  or other officer or person acceptable to Lender,  (a)
certifiying that the  representations and warranties set forth in this Agreement
are true and correct as of the date of the  certificate and that, as of the date
of the  certificate,  no Event of Default exists under this  Agreement,  and (b)
demonstrating  compliance  with  all  financial  covenants  set  forth  in  this
Agreement.

    2.1.5 The Section entitled "Additional Provisions - Financial Statements" on
the Addendum to Loan Agreement is modified to read in its entirety as follows:

               Additional  Provisions  - Financial  Statements.  Furnish  Lender
with,  as soon as  available,  but in no event later than ninety (90) days after
the end of  each  fiscal  year,  Borrower's  balance  sheet,  income  statement,
statement of changes in financial position,  and 10K for the year ended, audited
by certified public accountant(s)  reasonably  acceptable to Lender, and as soon
as available,  but in no event later than  forty-five (45) days after the end of
each fiscal quarter,  Borrower's balance sheet,  income statement,  statement of
changes in  financial  position,  and 10Q for the  period  ended,  prepared  and
certified,  subject  to year end  review  adjustments,  as  correct  to the best
knowledge and belief by Borrower's  chief financial  officer of other officer or
person acceptable to Lender. All financial reports required to be provided under
this  Agreement  shall  be  prepared  in  accordance  with  generally   accepted
accounting principals,  applied on a consistent basis, and certified by Borrower
as being true and correct.

    2.2 Each of the Loan  Documents  is modified  to provide  that it shall be a
default or an event of default  thereunder if Borrower shall fail to comply with
any of the covenants of Borrower herein or if any  representation or warranty by
Borrower  herein is materially  incomplete,  incorrect,  or misleading as of the
date hereof.

    2.3 Each reference in the Loan Documents to any of the Loan Documents  shall
be a reference to such document as modified herein.

3.  RATIFICATION OF LOAN DOCUMENTS AND COLLATERAL.
    ---------------------------------------------

The Loan  Documents  are  ratified  and affirmed by Borrower and shall remain in
full force and effect as modified herein. Any property or rights to or interests
in property  granted as security in the Loan Documents  shall remain as security
for the Loan and the obligations of Borrower in the Loan Documents.

4.  BORROWER REPRESENTATIONS AND WARRANTIES.
    ---------------------------------------

Borrower represents and warrants to Bank:

    4.1 No  default  or event of  default  under  any of the Loan  Documents  as
modified herein,  nor any event,  that, with the giving of notice or the passage
of time or both,  would be a  default  or an event  of  default  under  the Loan
Documents as modified herein has occurred and is continuing.

    4.2 There has been no material adverse change in the financial  condition of
Borrower or any other person whose  financial  statement  has been  delivered to
Bank in  connection  with the Loan  from the  most  recent  financial  statement
received by Bank.

<PAGE>

    4.3 Each and all  representations  and  warranties  of  Borrower in the Loan
Documents are accurate on the date hereof.

    4.4  Borrower  has no claims,  counterclaims,  defenses,  or  set-offs  with
respect to the Loan or the Loan Documents as modified herein.

    4.5 The Loan Documents as modified herein are the legal,  valid, and binding
obligations of Borrower,  enforceable  against Borrower in accordance with their
terms.

    4.6  Borrower  is  validly  existing  under  the  laws of the  State  of its
formation or  organization  and has the requisite power and authority to execute
and deliver this Agreement and to perform the Loan Documents as modified herein.
The execution and delivery of this  Agreement  and the  performance  of the Loan
Documents as modified herein have been duly  authorized by all requisite  action
by or on behalf of Borrower. This Agreement has been duly executed and delivered
on behalf of Borrower.

5.  BORROWER COVENANTS.
    ------------------

Borrower covenants with Bank:

    5.1 Borrower shall  execute,  deliver,  and provide to Bank such  additional
agreements,  documents,  and  instruments  as  reasonably  required  by  Bank to
effectuate the intent of this Agreement.

    5.2 Borrower fully,  finally,  and forever  releases and discharges Bank and
its  successors,   assigns,   directors,   officers,   employees,   agents,  and
representatives  from any and all  actions,  causes of  action,  claims,  debts,
demands, liabilities, obligations, and suits, of whatever kind or nature, in law
or equity of Borrower,  whether now known or unknown to Borrower, (i) in respect
of the Loan, the Loan Documents,  or the actions or omissions of Bank in respect
of the Loan or the Loan Documents and (ii) arising from events  occurring  prior
to the date of this Agreement.

    5.3  Contemporaneously  with the execution  and delivery of this  Agreement,
Borrower has paid to Bank:

        5.3.1 All accrued and unpaid  interest  under the Note and all  amounts,
other than interest and  principal,  due and payable by Borrower  under the Loan
Documents as of the date hereof.

        5.3.2 All the internal and external costs and expenses  incurred by Bank
in connection with this Agreement  (including,  without  limitation,  inside and
outside attorneys, title, filing, and recording costs, expenses, and fees).

        5.3.3  A renewal fee of $12,500.00.

6.  EXECUTION AND DELIVERY OF AGREEMENT BY BANK.
    -------------------------------------------

Bank  shall  not be bound by this  Agreement  until  (i) Bank has  executed  and
delivered this Agreement,  (ii) Borrower has performed all of the obligations of
Borrower  under  this  Agreement  to be  performed  contemporaneously  with  the
execution and delivery of this  Agreement,  (iii) if required by Bank,  Borrower
and  any  guarantor(s)  of the  Loan  have  executed  and  delivered  to Bank an
arbitration  resolution,  and (iv) each  guarantor  of the Loan has executed the
Consent of Guarantor(s) below.

7.  INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR WAIVER.
    -------------------------------------------------------------- ---------

The Loan  Documents as modified  herein contain the complete  understanding  and
agreement  of Borrower and Bank in respect of the Loan and  supersede  all prior
representations,   warranties,  agreements,  arrangements,  understandings,  and
negotiations.  No  provision  of the Loan  Documents  as modified  herein may be
changed,  discharged,  supplemented,  terminated,  or waived except in a writing
signed by the parties thereto.

8.  BINDING EFFECT.
    --------------

The Loan  Documents as modified  herein shall be binding upon and shall inure to
the benefit of Borrower and Bank and their respective successors and assigns.


<PAGE>

9.  CHOICE OF LAW.
    -------------

This Agreement shall be governed by and construed in accordance with the laws of
the State of Utah, without giving effect to conflicts of law principles.

10. COUNTERPART EXECUTION.
    ---------------------

This Agreement may be executed in one or more counterparts,  each of which shall
be deemed an original and all of which  together  shall  constitute  one and the
same  document.  Signature  pages  may be  detached  from the  counterparts  and
attached to a single copy of this Agreement to physically form one document.

DATED as of the date first above stated.

BANK:                                       BORROWER:

BANK ONE, UTAH, NA,                         GENTNER COMMUNICATIONS CORPORATION,
a national banking association              a Utah corporation

By: /s/Mark F. Nelson                       BY: /s/Susie Strohm
    ---------------------------------           --------------------------------
     Mark F. Nelson                              Susie Strohm
Its: Vice President                         Its: CFO