RECITALS:

               ADDENDUM TO AGREEMENT AND PLAN OF MERGER

        THIS ADDENDUM dated the 29TH day of October 1998, is entered
into by and among FONIX CORPORATION, a Delaware corporation
("fonix"), Papyrus Acquisition Corporation, a Utah corporation
("PAC") and Papyrus Associates, Inc., a Massachusetts corporation 
("PAI").

                              RECITALS:

        A.      The parties entered into that certain Agreement and
Plan of Merger on September 10, 1998 (the "Agreement"); and

        B.      The parties have set October 29, 1998 as the Closing
Date under the Agreement and desire to modify certain of the
provisions of the Agreement to facilitate the Closing.
                                                 
        NOW, THEREFORE, in consideration of the mutual covenants and
conditions contained herein, the parties agree to modify the
Agreement as follows:

        1.      Delivery of Promissory Notes.  Article II of the
                Agreement is hereby modified and amended to reflect
                the mutual agreement and understanding of the
                parties as to the payment of the "Cash Payment"
                referred to in the Agreement.  As hereby amended and
                modified, PAC and fonix will satisfy the requirement
                of the Cash Payment by the delivery of promissory
                notes in the aggregate principal amount of $360,000
                due the earlier of five business days following the
                closing of the next equity funding completed by
                fonix, but not later than February 28, 1999.  Each
                stockholder of PAI will receive his pro rata share
                of such notes as indicated. 

        2.      Other Provisions.  Except as necessary to conform
                the remaining terms and conditions of the Agreement
                to the change agreed upon in Paragraph 1, above, all
                other terms, conditions and provisions of the
                Agreement shall remain in full force and effect as
                originally adopted.

DATED the day and year first written above.

FONIX CORPORATION


By /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------------
        Xxxxxx X. Xxxxxxx, President
                         
Papyrus Associates, Inc.


By /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
        Xxxxxxx X. Xxxxx, President  
    
Papyrus Acquisition Corporation


By  /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------------
        Xxxxxx X. Xxxxxxx, President