ASSIGNMENT, PLEDGE
                             AND SECURITY AGREEMENT


         THIS ASSIGNMENT, PLEDGE AND SECURITY AGREEMENT (this
"Agreement"), dated June 27, 1996, is made by COM TECH INTERNATIONAL
CORPORATION ("Borrower") in favor of SAGE RESOURCES, INC. ("Lender").

                               W I T N E S S E T H

         WHEREAS,  pursuant to a Secured Promissory Note dated June 27, 1996 (as
amended,  supplemented  or  otherwise  modified  from time to time,  the "Note")
executed  by  Borrower  contemporaneously  herewith,  Lender  has made a loan to
Borrower upon the terms and conditions set forth therein;

         WHEREAS,  Lender  has  agreed  to make a loan to  Borrower  in the face
amount  of the Note  upon  execution  of the Note  and  upon the  execution  and
delivery to Lender of this Agreement;

         WHEREAS, it is in the best interests of Borrower that Lender  make  th
loan and accept the Note;

         NOW,  THEREFORE,  in consideration of the premises and to induce Lender
to make the loan to Borrower in exchange for the Note,  Borrower  hereby  agrees
with Lender as follows:

         1.       DEFINED TERMS.    Unless otherwise defined herein, terms which
are defined in the Note and used  herein are so used as so defined;  and as used
herein the following terms shall have the following meanings:

                  "Agreement"  shall mean this  Assignment,  Pledge and Security
         Agreement, as amended,  supplemented or otherwise modified from time to
         time;

                  "Code" shall mean the Uniform Commercial Code as from time  to
         time in effect in the State of California;

                  "Collateral"  shall mean all of  Borrower's  right,  title and
         interest  in  the  Datamax   Joint   Venture,   as   described  in  the
         Telecommunications  Service  Agreement dated March 20, 1996,  including
         but not limited to (a) shares or other  interests in the Joint  Venture
         already  issued to COM TECH,  (b) COM TECH's rights to participate as a
         shareholder based on contributions of cash and or services or both, and
         (c) all rights granted to COM TECH to carry and terminate  traffic from
         the Datamax joint venture or its affiliates and subsidiaries;

                  "Obligations"  shall mean all  obligations  and liabilities of
         Borrower  to  Lender  under  the Note and this  Agreement,  whether  on
         account of principal, interest,

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         reimbursement   obligations,   fees,   indemnities,   costs,   expenses
         (including,  without limitation,  all reasonable fees and disbursements
         of counsel to Lender) or otherwise.


         2.  ASSIGNMENT,  PLEDGE AND GRANT OF SECURITY  INTEREST.  As collateral
security for the prompt and complete  payment and performance  when due (whether
at the stated  maturity,  by  acceleration  or  otherwise)  of the  Obligations,
Borrower  hereby grants to Lender a security  interest in all of the  Collateral
and hereby  assigns and  pledges to Lender all of  Borrower's  right,  title and
interest  in  and to the  Collateral.  The  foregoing  assignment  shall  be for
security  purposes  only and is made  for the  purpose  of  allowing  Lender  to
exercise all of the rights of Borrower  with respect to the  Collateral  to more
fully maximize and perfect the interests of Lender in the Collateral.  Until the
Obligations  are paid in full,  this  assignment  and  pledge  shall  operate to
transfer to Lender the right to  possession  and use of the  Collateral  and all
other rights of Borrower with respect to the Collateral. All amounts received by
Lender under the Collateral will be applied to payment of the Obligations in the
following  order:  First,  to the payment of all costs,  fees,  indebtedness  or
expenses  (including  attorneys'  fees);  Second,  to  interest;  and Third,  to
repayment of  principal.  Upon the  fulfillment  of all  Obligations  hereunder,
Lender will promptly  reassign the  Collateral to Borrower,  and have no further
rights therein or with respect thereto.

         3.       COVENANTS.     Borrower covenants and agrees with Lender that,
from and after the date of this  Agreement  until  the  Obligations  are paid in
full:

                  (a) Further  Documentation;  Pledge of Instruments and Chattel
         Paper.  At any time and from time to time,  upon the written request of
         Lender, and at the sole expense of Borrower, Borrower will promptly and
         duly execute and deliver such further  instruments  and  documents  and
         take such  further  action as Lender  may  reasonably  request  for the
         purpose of obtaining or preserving  the full benefits of this Agreement
         and of the rights and powers herein granted;

                  (b)  Indemnification.  To the fullest extent permitted by law,
         Borrower agrees to protect, indemnify, defend and save harmless Lender,
         its directors, officers, agents and employees for, from and against any
         and all  liability,  expense  or damage of any kind or nature  and for,
         from and against any suits,  claims or  demands,  including  reasonable
         legal fees and  expenses on account of any matter or thing or action or
         failure to act by Lender,  whether in suit or note, arising out of this
         Agreement or in connection  herewith.  Upon receiving  knowledge of any
         suit, claim or demand asserted by a third party that Lender believes is
         covered by this  indemnity,  Lender shall give  Borrower  notice of the
         matter and an  opportunity  to defend it, at  Borrower's  sole cost and
         expense,  with legal counsel  satisfactory  to Lender.  Lender may also
         require  Borrower to so defend the matter.  The obligations on the part
         of Borrower under this paragraph  shall survive the closing of the Loan
         and the repayment thereof;

                  (c)   Payment of Obligations.  Borrower will pay promptly when
         due all taxes,     assessments and  governmental charges or levies with
         respect to the Collateral, as well as

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         all  claims of any kind  against  or with  respect  to the  Collateral,
         except  that no such  charge need be paid if (i) the amount or validity
         thereof is being  contested in good faith by  appropriate  proceedings,
         and (ii) such  proceedings  do not involve any  material  danger of the
         sale, forfeiture or loss of the Collateral or any interest therein;

                  (d) Limitation on liens on Collateral. Other than (i) the lien
         created  hereby,  (ii) other  liens in favor of Lender and (iii)  liens
         permitted under the Note, Borrower will not create,  incur or permit to
         exist,  will defend the  Collateral  against,  and will take such other
         action  as is  necessary  to  remove,  any  lien or  claim on or to the
         Collateral,  and will defend the right, title and interest of Lender in
         and to any of the  Collateral  against  the claims  and  demands of all
         persons whomsoever;

                  (e)  Limitations on Dispositions of Collateral.  Borrower wil
         not sell, assign, transfer, or otherwise dispose of the Collateral;

                  (f)  Notices.   Borrower  will  advise  Lender  promptly,   in
         reasonable  detail,  at its  address or  transmission  number set forth
         under  its  signature  below,  (i) of any  lien on,  or claim  asserted
         against, any of the Collateral, and (ii) of the occurrence of any other
         event which  could  reasonably  be expected to have a material  adverse
         effect on the aggregate  value of the Collateral or on the lien created
         hereunder;

                  (g) Preservation of Contracts. Borrower shall take all actions
         and do all  things as are  required  under the terms of the  agreements
         which are part of the Collateral,  to observe, protect and preserve the
         rights  granted  thereby to  Borrower.  Borrower  shall take no actions
         which  shall  result in or have the  effect  of, in any  material  way,
         releasing,  derogating  or otherwise  adversely  impacting any contract
         rights arising under the Collateral;

                  (h) Notice of Assignment. Borrower hereby agrees to direct any
         party  liable  for any  payment  under  any of the  Collateral  to make
         payment of any and all moneys due or to become due thereunder  directly
         to Lender or as Lender shall direct.

         4.       LENDER'S APPOINTMENT AS ATTORNEY-IN-FACT.

                  (a) Powers.  Upon an Event of Default  hereunder  or under the
         Note,  Borrower hereby irrevocably  constitutes and appoints Lender and
         any officer or agent thereof,  with full power of substitution,  as its
         true and  lawful  attorney-in-fact  with  full  irrevocable  power  and
         authority  in the  place  and  stead  of  Borrower  and in the  name of
         Borrower or in its own name, from time to time in Lender's  discretion,
         for the purpose of carrying  out the terms of this  Agreement,  to take
         any and all appropriate action and to execute any and all documents and
         instruments  which may be  necessary or  desirable  to  accomplish  the
         purposes of this  Agreement.  Borrower  hereby  ratifies  all that said
         attorneys shall lawfully do or cause to be done by virtue hereof.  This
         power of attorney  is a power  coupled  with an  interest  and shall be
         irrevocable until all of the Obligations shall be paid in full and this
         Agreement shall be terminated;

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                  (b) No Duty on Lender's Part.  The powers  conferred on Lender
         hereunder are solely to protect  Lender's  interests in the  Collateral
         and shall not  impose  any duty upon it to  exercise  any such  powers.
         Lender shall be accountable only for amounts that it actually  receives
         as a result of the reasonable  and legal  exercise of such powers,  and
         neither  it nor any of its  officers,  directors,  employees  or agents
         shall  be  responsible  to  Borrower  for  any  act or  failure  to act
         hereunder,  except  to the  extent  of its own  negligence  or  willful
         misconduct.

         5.       PERFORMANCE BY LENDER OF BORROWER'S OBLIGATIONS.  If
Borrower fails to perform or comply with any of its agreements  contained herein
and Lender, as provided for by the terms of this Agreement, shall itself perform
or comply,  or otherwise cause  performance or compliance,  with such agreement,
the  expenses  of  Lender  incurred  in  connection  with  such  performance  or
compliance,  together  with  interest  thereon at a rate per annum  equal to 18%
shall  be  payable  by  Borrower  to  Lender  on  demand  and  shall  constitute
Obligations secured hereby.

         6.DEFAULT.  The occurrence of any of the following events (an "Event of
Default") shall constitute a default hereunder:

                  (a)    Failure by Borrower to pay any monetary amount when due
         under any Loan Document;

                  (b)  Failure  by  Borrower  to  perform  any   obligation  not
         involving  the  payment of money,  or to comply  with any other term or
         condition  applicable  to  Borrower,  under any Loan  Document  and the
         expiration  of ten (10) days after  written  notice of such  failure by
         Lender to Borrower;

                  (c)  Failure by  Borrower  to perform  any  obligation,  or to
         comply with any other term or condition  applicable to Borrower,  under
         any  agreement  entered into between the  Shareholders  of Borrower and
         Lender;

                  (d)     Any representation or warranty by Borrower in any Loan
         Document is   materially false, incorrect, or misleading as of the date
         made;

                  (e)  The   occurrence   of  any  event   (including,   without
         limitation,   a  change  in  the  financial  condition,   business,  or
         operations of Borrower for any reason  whatsoever)  that materially and
         adversely  affects  the  ability  of  Borrower  to  perform  any of its
         obligations under the Loan Documents;

                  (f) Borrower (1) is unable or admits in writing its  inability
         to pay its monetary obligations as they become due, (2) makes a general
         assignment for the benefit of creditors,  or (3) applies for,  consents
         to, or acquiesces in, the appointment of a trustee,  receiver, or other
         custodian for Borrower or the property of Borrower or any part thereof,
         or in the absence of such  application,  consent,  or  acquiescence,  a
         trustee,

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         receiver,  or other custodian is appointed for Borrower or the property
         of Borrower or any part thereof, and such appointment is not discharged
         within sixty (60) days;

                  (g)  Commencement of any case under the Bankruptcy Code, Title
         11 of the United States Code, or commencement  of any other  bankruptcy
         arrangement,  reorganization,  receivership,  custodianship, or similar
         proceeding  under any  federal,  state,  or  foreign  law by or against
         Borrower  and with  respect  to any  such  case or  proceeding  that is
         involuntary,  such case or proceeding is not dismissed  with  prejudice
         within sixty (60) days of the filing thereof;

                  (h) Any  litigation  or  proceeding  is  commenced  before any
         governmental authority against or affecting Borrower or the property of
         Borrower or any part thereof and such  litigation  or proceeding is not
         defended diligently and in good faith by Borrower;

                  (i) All or any part of the  property of Borrower is  attached,
         levied upon, or otherwise seized by legal process, and such attachment,
         levy, or seizure is not quashed, stayed, or released within twenty (20)
         days of the date thereof;

                  (j)    The occurrence of any Event of Default, as such term is
         defined in any other Loan Document.

         7. PROCEEDS. If an Event of Default shall occur, and be continuing, (a)
all proceeds received by Borrower consisting of cash, checks and other near-cash
items shall be held by Borrower in trust for Lender, segregated from other funds
of Borrower,  and shall,  forthwith upon receipt by Borrower,  be turned over to
Lender in the exact form  received  by  Borrower  (duly  endorsed by Borrower to
Lender,  if  required),  and (b) any and all such  proceeds  received  by Lender
(whether from Borrower or otherwise) may, in the sole  discretion of Lender,  be
held by Lender as collateral security for, and/or then or at any time thereafter
may be applied by Lender against the Obligations (whether matured or unmatured),
such  application to be in such order as Lender shall elect. Any balance of such
proceeds  remaining after the Obligations  shall have been paid in full shall be
paid over to  Borrower or to  whomever  may be lawfully  entitled to receive the
same.

         8.  REMEDIES.  If an Event of Default  shall  occur and be  continuing,
Lender may exercise,  in addition to all other rights and remedies granted to it
in this  Agreement,  all rights and remedies of a secured  party under the Code.
Borrower  shall remain liable for any  deficiency if the proceeds of any sale or
other  disposition of the Collateral are insufficient to pay the Obligations and
the reasonable  fees and  disbursements  of any attorneys  employed by Lender to
collect such deficiency.

         9.       LIMITATION ON DUTIES REGARDING PRESERVATION OF  COLLATERAL. 
Lender's sole duty with respect to the custody and safekeeping of the Collateral
in its  possession,  under Section  9-207 of the Code or otherwise,  shall be to
deal with it in the same manner as Lender  deals with  similar  property for its
own account. Neither Lender

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nor any of its  directors,  officers,  employees  or agents  shall be liable for
failure to demand,  collect or realize upon all or any part of the Collateral or
for any delay in doing so or shall be under any  obligation to sell or otherwise
dispose of any Collateral upon the request of Borrower or otherwise.

         10. POWERS COUPLED WITH AN INTEREST.  All  authorizations  and agencies
herein  contained  with respect to the  Collateral  are  irrevocable  and powers
coupled with an interest;  provided that such  authorizations and agencies shall
terminate  upon the repayment of the principal  amount of, and accrued  interest
on, the Note and the payment of all other Obligations.

         11. SEVERABILITY. In the event any provision of this Agreement is found
to be  unenforceable  or invalid,  such  provision  shall be severable from this
Agreement  if  it is  capable  of  being  identified  with  and  apportioned  to
reciprocal  consideration  or to the extent that it is a provision  which is not
essential  and the absence of which would not have  prevented  the parties  from
entering into this Agreement.  The unenforceability or invalidity of a provision
which has been performed shall not be grounds for invalidation of this Agreement
under  circumstances in which the true controversy  between the parties does not
involve such provision.

         12.  PARAGRAPH HEADINGS.  The paragraph headings used in this Agreement
are for  convenience  of reference  only and are not to affect the  construction
hereof or be taken into consideration in the interpretation hereof.

         13.  WAIVER;  CUMULATIVE  REMEDIES.  None of the terms or provisions of
this Agreement may be waived, amended, supplemented or otherwise modified except
by a written instrument executed by Borrower and Lender. Lender shall not by any
act (except by a written  instrument  pursuant  to this  paragraph  13),  delay,
indulgence,  omission or  otherwise be deemed to have waived any right or remedy
hereunder or to have  acquiesced in any Event of Default or in any breach of any
of the terms and  conditions  hereof.  No failure to exercise,  nor any delay in
exercising, on the part of Lender, any right, power or privilege hereunder shall
operate as a waiver thereof.  No single or partial exercise of any right,  power
or privilege  hereunder shall preclude any other or further  exercise thereof or
the exercise of any other right,  power or privilege.  A waiver by Lender of any
right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy which Lender would  otherwise  have on any future  occasion.
The rights and remedies herein provided are cumulative,  may be exercised singly
or concurrently and are not exclusive of any rights or remedies  provided at law
or in equity.

         14.  NOTICES.  Notices by Lender to Borrower  may be given by mail,  by
telex or by facsimile transmission,  addressed or transmitted to Borrower at its
address or transmission  number set forth under its signature below and shall be
effective  (a) in the case of mail,  three (3) days after  deposit in the postal
system,  registered or certified mail, postage pre-paid,  and (b) in the case of
telex or facsimile notices, when received.

         15.   ASSIGNMENT.  Borrower shall not assign its rights or delegate its
duties hereunder without the prior written consent of Lender.

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         16.  SUCCESSORS AND ASSIGNS;  GOVERNING  LAW. This  Agreement  shall be
binding  upon the  successors  and  assigns of  Borrower  and shall inure to the
benefit  of Lender and its  successors  and  assigns.  This  Agreement  shall be
governed by, and construed and  interpreted in accordance  with, the laws of the
State of  California,  and each of the  parties  hereto  hereby  consents to the
jurisdiction  of the state and federal courts located in the State of California
as having exclusive jurisdiction to any disputes arising under this Agreement or
the Note and to  service of process by mail,  or as  otherwise  provided  in the
Federal Rules of Civil Procedure in such state.



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         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.

                                    BORROWER:

                                    COM TECH INTERNATIONAL CORPORATION


                                    By:_________________________________
                                    Its:________________________________

                                    LENDER:

                                    SAGE RESOURCES, INC.


                                    By: ____________________________________
                                    Its:____________________________________

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