[LETTERHEAD]
RK GRACE & C 0 M P A N Y

A GRACE SECURITIES CORPORATION
       WWW.RKGRACE.COM

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    1101 BRICKELL AVENUE

        SOUTH TOWER

         5TH FLOOR

      MIAMI, FL 33131

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        305.444.4403

      FAX 305.373.4790

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    INVESTMENT COUNSELORS

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           MEMBERS

    NASD -  SIPC  -  MSRB
                                                                January 14, 1999

Fullcomm, Inc.
Brendan G. Elliott
President
11 Chambers Street
Princeton, NJ 08542
Re: Memorandum of Understanding: Placement Agent and Financial
    Advisory Engagement

--------------------------------------------------------------

Board of Directors

Gentlemen:

We are pleased to submit the following proposal whereby R.K. Grace & Company
agrees to act as placement agent and financial advisor ("Agent/Advisor") to
Fullcomm, Inc. ("Fullcomm" or the "Company"), for purposes of this Agreement,
Fullcomm shall be deemed to include all affiliates of the Company. As
Agent/Advisor, R.K. Grace & Company will provide strategic and financial
advisory services including arranging debt and/or equity capital for the
Company. The services described herein shall be collectively referred to as the
"Engagement".

1.    Fullcomm Objectives

It is our understanding that Fullcomm's objectives with respect to its future
strategic development include the following:

(i)   to have Agent/Advisor review the final offering memorandum..

(ii)  to offer and sell up to USD $3 million, or such other amount as agreed
      upon, in a private placement(the "financing") of common stock of the
      Company, $.01 par value (the "securities"). Such private placement shall
      be pursuant to an exemption from registration under all applicable federal
      and state securities laws and regulations, including, but not limited to,
      Rule 506 promulgated under Regulation D of the Securities Act of 1933, and
      such private placement shall only be made to accredited investors defined
      under Rule 501(a) thereunder.

(iii) to file a registration statement within the next eighteen months to do an
      initial public offering of securities.

(iv)  to establish relationships with investors to purchase the Securities,
      and/or a strategic partner whose investment goals, objectives, operating
      philosophy, strategic direction or business are consistent with those of
      Fullcomm.

                                                                          /s/ JK

<PAGE>

2. General Services to be provided by the Agent/Advisor

      The Agent/Advisor shall provide various financial advisory and investment
      banking services, as reasonably requested by Fullcomm including:

(i)   anticipate future funding requirements;

(ii)  advising Fullcomm of the reasonableness of its business, operating
      forecasts and projections to be used to solicit prospective Investors;

(iii) helping Fullcomm develop and evaluate financial and strategic alternatives
      with respect to the Financing and subsequent capitalization;

(iv)  assisting Fullcomm as needed to negotiate various contracts, financial
      transactions, and other agreements in connection with strategic alliances
      and acquisitions;

(v)   providing such other financial advisory services as reasonably requested
      by Fullcomm from time to time in connection with its investment banking
      needs including corporate finance services and merger and acquisition
      advice.

3. Compensation with respect to the Financing:

      Fullcomm will compensate the Agent/Advisor as follows:

(i)   A cash fee equal to ten percent (10%) of the Gross Proceeds of money
      raised, this fee refers to the overall fee payable to an underwriting
      group which will include the lead underwriter together with any members of
      the selling group.

(ii)  A number of common stock purchase warrants (the "Placement Agents
      Warrants") equal to 10% of the shares sold in the Financing. The warrants
      shall be exercisable for a period of seven years from the initial closing
      date of the Financing. The exercise price of the Placement Agent Warrants
      shall be 110% of the offering price of the common stock. In the event that
      other than common stock is sold, the Company and the Placement Agent will
      mutually agree on an exercise price prior to the offering of such
      securities.

(iii) The Agent/Advisor shall be entitled to certain piggyback and demand
      registration rights with respect to such common shares underlying the
      Placement Agent Warrants. Such piggyback registration rights shall be as
      follows: (a) from the date hereof until one year from the date of the last
      closing of the Financing; such demand registration rights shall be as
      follows: (b) from one year from the date of the last closing of the
      Financing until two years from the date of the last closing of the
      Financing.

(iv)  A 2% non-accountable expense allowance payable in cash, based on the Gross
      Proceeds of money raised in the Financing.

(v)   Fullcomm will be responsible for the cost of printing expenses for the
      Financing memorandum, travel and related expenses. All such non-incidental
      expenses will be pre-approved by Fullcomm.

4. Merger & Acquisition Services:

                                                                          /s/ JK

<PAGE>

R.K. Grace & Company will advise Fullcomm with respect to the merger and/or
acquisitions of other companies and and/or the potential merger or acquisition
of Fullcomm(including the possible merger of Fullcomm and Contessa Corp.). R.K.
Grace & Company will receive a fee based on the aggregate purchase price or
value of the entity being acquired or merged with as follows: 5% of the first
ten million, 4% of the second ten million, 3% thereafter of the aggregate
purchase price for the company being acquired/merged. Such fee will be
payable(in cash or stock at the discretion of the Agent/Advisor) upon completion
of the merger or acquisition completed during the term of this agreement.

5. Board Seat

R.K. Grace & Company will have the right to designate one person to sit on the
parent company's(Contessa Corp.) Board of Directors for a period of two years
from the closing of the private placement. The Board will be no more than five
members, including R.K. Grace & Company's designee.

6. Information

Fullcomm will furnish the Agent/Advisor with such information ("Information")
as such Agent/Advisor believes appropriate to the Engagement during the period
of this Engagement, including any extended period. Fullcomm recognizes and
confirms that the Agent/Advisor:

(i)   will use and rely primarily on the Information and on publicly available
      information in performing the services contemplated by the Engagement
      without having independently verified same;

(ii)  does not assume responsibility for the accuracy or completeness of the
      Information and such other information;

(iii) will not make an appraisal of any assets of the Company.

To the best of Fullcomm's knowledge, the information to be furnished by Fullcomm
will be true and correct in all material respects and will contain all material
facts necessary to make the statements contained therein not misleading.
Fullcomm will promptly notify each Agent of its knowledge of any material
inaccuracy, change in facts, or misstatement in or material omission from, any
Information theretofore delivered to each such agent.

7. Confidentiality

      The Agent/Advisor agrees to keep confidential, and not to disclose to any
third parties without discussion with Fullcomm, the Information. With respect
to confidentiality, the Information shall be understood not to include:

(i)   publicly available information;

(ii)  information received from third parties who are not officers, employees or
      agents of the Company;

(iii) information required to be disclosed by applicable law, regulation,
      certified public accountant or court proceeding.

8. Authority, Modification, Governing Law

                                                                          /s/ JK

<PAGE>

      Fullcomm represents and warrants to the Agent/Advisor that it is
authorized to enter into this Engagement and to consummate the Financing. This
Engagement and the Agent/Advisor Indemnification Agreement and any other letter
attached hereto and made a part hereof, contain the entire agreement between the
parties hereto and may only be modified in writing by the parties hereto. This
agreement shall be interpreted and governed by the laws of the State of Florida.

9. Escrow

      The Agent/Advisor and the Company hereto agree that any proceeds raised in
the Financing shall be held in escrow by a mutually agreed upon FDIC insured
Bank, in a non-interest bearing escrow account pending each closing of the
Financing. In the event such Financing is not consummated then such proceeds
held in Escrow will be returned to such investors. Such proceeds held in Escrow
will require written instructions from both the Agent/Advisor and the Company
prior to disbursement.

10. Term

      This Agreement will be in effect for a one year period from the date of
signing.

11. Indemnification

      Fullcomm and Agent/Advisor will indemnify each other as follows:

(i) The Company agrees to indemnify and defend the Agent/Advisor and each
person, if any, who controls the placement agent within the meaning of Section
15 of the Securities Act free and harmless from and against any and all loses,
claims, damages, liabilities and expenses, joint or several(including reasonable
legal or other expenses) incurred by Agent/Advisor and controlling person in
connection with defending any claims or liabilities, whether or not resulting in
any liability to the Agent/Advisor or to any controlling person which the
Agent/Advisor or controlling person may incur under the Securities Act or at
common law or otherwise, but only to the extent that the losses, claims,
damages, liabilities and expenses shall arise out of or be based upon any untrue
statement, omission of material fact or alleged untrue statement of a material
fact contained in any of the offering documents.

(ii) The Agent/Advisor agrees to indemnify and defend Fullcomm from and against
any and all loses, claims, damages, liabilities and expenses in defending any
claims or liabilities, but only to the extent that the losses, claims, damages,
liabilities and expenses shall arise out of or be based upon any untrue
statement or other acts of negligence in any documents placed in writing with
respect to the offering by the Agent/Advisor.

(iii) The indemnity provisions contained in this section 10 shall survive the
any offering and shall inure to the benefit of the successors of any person who
controls the Agent/Advisor within the meaning of Section 15 of the Securities
Act, and shall be valid irrespective of any investigation made for on behalf of
the Agent/Advisor

12. Assignment

      The Company and the Representative agree in principle to the contents
hereof and plan to proceed on the terms set forth herein and in good faith to
finalize the offering. The agreement shall be binding upon and inure to the
benefit of the parties hereto and may not assigned by any party hereto.

                                                                          /s/ JK

<PAGE>

      Should the Representative fail to raise any funds within ninety days from
the signing of this Agreement, the Company will have the option to pursue any
other venues for raising capital.

      We look forward to working with you on the Engagement. If the above agrees
with your general understanding and intentions, please sign the enclosed copy of
this agreement.

                                          Sincerely,

                                          R.K. Grace & Company

                                          By    : /s/ John D. Kaweske
                                                 -------------------------------
                                          Name  :John D. Kaweske
                                          Title :Chief Executive Officer


Accepted and agreed to
as of the date first Above written

Fullcomm, Inc.

By    : /s/ Brendan G. Elliott
       -------------------------------
Name  : Brendan G. Elliott
Title : President