EXHIBIT 99.3


      AMENDMENT NO. 1 TO 7% CONVERTIBLE DEBENTURES DUE OCTOBER 29, 2000


     This AMENDMENT No. 1 to 7% Convertible Debentures Due October 29, 2000 (the
"Amendment") is made as of the 29th day of  December, 1997, by and between MEDIA
LOGIC, INC., a Massachusetts corporation (the "Company"), and FTS Worldwide
Corporation (the "Holder").
    
    WHEREAS, the Company and the Holder entered into a Securities Purchase
Agreement (the "Agreement") on October 29,1997 for the purchase of $750,000
principal amount of 7% Convertible Subordinated Debentures Due October 29, 2000
(the "Debentures"), which Debentures are convertible into the common stock, $.01
par value per share (the "Common Stock"), of the Company;
    
    WHEREAS, the Company entered into Securities Purchase Agreements (the
"Securities Purchase Agreements") with Imprimis SB L.P. and Wexford Spectrum
Investors LLC (together, the "Buyers") dated December 22, 1997, for the purchase
of an aggregate of 1,700,000 shares of Common Stock and warrants to purchase up
to an aggregate of 2,000,000 shares of Common Stock;
    
    WHEREAS, as a closing condition under the Securities Purchase Agreements,
there is required to be a minimum conversion price at which the Debentures may
be converted into the Common Stock;

    WHEREAS, the Company and the Holder desire to amend certain provisions of
the Debentures to reflect changes in the terms of the Debentures as agreed by
them.

    NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Holder agree
as follows:

1.  Section 4 of the Debentures is hereby amended as follows:

         Notwithstanding anything provided in Section 4 of the Debentures, from
    the date hereof until thirty (30) days after the Closing Date (as defined
    in the Securities Purchase Agreements), the Debentures will only be
    convertible into Common Stock at a price of ninety cents ($.90) per share
    of Common Stock and, thereafter, shall be convertible at the terms
    originally set forth in Section 4 of the Debentures, subject to a minimum
    conversion price of ninety cents ($.90) per share of Common Stock, 

2.  Except as modified by this Amendment, the Debentures and the Agreement
shall remain in full force and effect.

    This Amendment may be executed in counterparts, each of which shall be
deemed an original.  A facsimile transmission of this Amendment shall be legal
and binding on all parties hereto.
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    IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
date first above written.

                             MEDIA LOGIC, INC.


                             By: /s/ William E. Davis, Jr.
                                 __________________________________
                                  William E. Davis, Jr.
                                  Chief Executive Officer and President

                             FTS WORLDWIDE CORPORATION


                             By:_______________________________









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