FIRST AMENDMENT TO RIGHT OF FIRST REFUSAL AGREEMENT

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Exhibit 10.14

FIRST AMENDMENT
TO
RIGHT OF FIRST REFUSAL AGREEMENT

    This First Amendment to Right of First Refusal Agreement (this "Agreement") is made and entered into as of August 3, 2001, by and among Perceptronics, Inc., a Delaware corporation (the "Company"), Global Alpha Corporation, a British Virgin Islands company ("Purchaser"), and those certain stockholders of the Company whose names appear on the signature page hereto (each hereinafter individually referred to as a "Stockholder") and collectively referred to as the "Stockholders").

R E C I T A L S

    WHEREAS, the Company and Purchaser are parties to that certain Right of First Refusal Agreement dated April 5, 2001, a true copy of which is attached hereto as Exhibit "A" and incorporated herein by reference; and

    WHEREAS, the Company, the Stockholders and Purchaser are desirous of amending the Right of First Refusal Agreement,

    NOW, THEREFORE, in consideration of the foregoing recitals and the mutual benefits to be derived hereunder, the parties hereto agree as follows:

    1.  Subparagraph 5.2 of the Right of First Refusal Agreement is hereby amended to read as follows:

" 5.1. Termination. Following the twelve-month period beginning April 5, 2001, this Agreement and the Rights of First Refusal provided for herein will terminate at any time that the Purchaser and its affiliates do not own shares of Common Stock, warrants or other securities of the Company which on an as-converted or as-exercised basis (as applicable) in the aggregate represent more than ten percent (20%) of the number of shares of Common Stock of the Company outstanding at such time."

    2.  Except as expressly provided for herein, all other provisions of the Right of First Refusal Agreement dated April 5, 2001, between the parties hereto shall remain in full force and effect.

    IN WITNESS WHEREOF,  the parties hereto have executed this First Amendment to Right of First Refusal Agreement as of the date first written above.

"COMPANY"		PERCEPTRONICS, INC., a Delaware corporation
		By:		/s/ XXXXXXX XXXXXXXXX Name: Xxxxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer
				Address:		00000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000
"PURCHASER"		GLOBAL ALPHA CORPORATION, a British Virgin Islands company
		By:		/s/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Authorized Signatory
				Address:		Xxxxxxxxx Xxxxxxxx X.X. Xxx 00 Xxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx
"STOCKHOLDERS"		/s/ XXXXXXX XXXXXXXXX Xxxxxxx Xxxxxxxxx
		/s/ XXXXXXX XXXXXXX Xx. Xxxxxxx Xxxxxxx
		Dr. Xxxx Xxxxx
		Xxxxxxx Xxxxxxxxx
		Xxxxxx Xxxxxx
		Xx. Xxxx Xxxxxx

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Exhibit 10.14
FIRST AMENDMENT TO RIGHT OF FIRST REFUSAL AGREEMENT
R E C I T A L S