LOAN MODIFICATION AGREEMENT
                (Advanced Remote Communications Solutions, Inc.)

         This Loan Modification Agreement ("Agreement") is made and entered into
as of May 29, 2002, by and between  Advanced  Remote  Communications  Solutions,
Inc., a California  corporation  (formerly known as Boatracs,  Inc.) ("Arcoms"),
Enerdyne Technologies,  Inc., a California corporation  ("Enerdyne") (Arcoms and
Enerdyne are  collectively  referred to herein as "Borrower") and First National
Bank, a national banking association  ("Lender"),  and is made with reference to
the facts set forth below.

                                    RECITALS

         A.  Borrower is indebted  to Lender (the  "Loan")  under the terms of a
Revolving  Line of Credit  (the "Line of  Credit")  evidenced  by the  following
documents (collectively,  the "FNB Loan Documents"):  (a) a Loan Agreement dated
December 29, 1998 ("Loan  Agreement"),  (b) a Promissory Note dated December 29,
1998, in the original  principal amount of $750,000 (the "FNB Note"),  the terms
of which were  amended by a letter to Borrower  from Lender  dated  February 20,
2001 and those  various  Change in Terms  Agreements  dated  February  4,  2000,
February 28, 2000,  March 13, 2001,  May 18, 2001,  August 3, 2001,  November 5,
2001,  December  20,  2001,  and January 29,  2002,  and (c) Various  Commercial
Security Agreements,  Commercial Pledge Agreements,  UCC-1 Financing Statements,
Guaranties  and related  documents  relating to the Line of Credit.  The current
unpaid  principal  balance of the FNB Note,  as modified by the above  Change in
Terms Agreements, is $2,250,000.  Accrued and unpaid interest on the FNB Note as
of the date hereof is in the amount of approximately $32,000.

         B.       The FNB  Note is  secured  by  liens  on  certain  personal
property  described  in the FNB Loan Documents.

         C.  Lender  has   previously   notified   Borrower   and  Borrower  has
acknowledged  that  Borrower  is in  default or breach  with  respect to certain
financial  covenants  set  forth in the FNB Loan  Documents  (such  defaults  or
breaches, together with any other existing occurrence, event or condition which,
with the giving of notice or the passage of time, or both,  would  constitute an
Event of Default  under the FNB Loan  Documents as of the date hereof,  shall be
collectively referred to herein as the "Existing Defaults").  As a result of the
Existing Defaults,  Lender is entitled to exercise any and all of its rights and
remedies under the FNB Note, the other FNB Loan Documents and applicable law, to
collect all amounts owing under the FNB Note and the other FNB Loan Documents.

         D.  Borrower and Lender now desire to waive the  Existing  Defaults and
amend the FNB Loan  Documents  to, among other  things,  replace  certain of the
existing covenants in the FNB Loan Documents with certain new covenants,  all as
more fully set forth herein.  Capitalized  terms used in this  Agreement and not
otherwise  defined  shall have the  meanings  given  those terms in the FNB Loan
Documents.

                                    AGREEMENT

         NOW,  THEREFORE,  in consideration of the above Recitals and the mutual
promises and agreements contained in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

         1. Subject to Borrower's  satisfaction  of the terms and conditions set
forth herein,  Lender hereby:  (a) waives the Existing Defaults and its right to
enforce its rights and remedies under the FNB Loan Documents due to the Existing
Defaults,  and (b) extends the maturity date of the FNB Note from April 30, 2002
to May 30, 2003.  In addition to the  foregoing,  Lender shall have the right to
conduct an audit of Borrower's books and records:  (a) on a quarterly basis, and
(b) in the event a more  frequent  audit is deemed  necessary by Lender,  in its
reasonable  discretion,  on a monthly basis.  Borrower  agrees to provide Lender
with access to Borrower's offices and accounting records in order to accommodate
such audits.  Borrower shall reimburse Lender for Lender's  out-of-pocket  costs
incurred in connection with the first three (3) audits conducted by Lender.

         2. Concurrently with the execution hereof, Borrower shall pay to Lender
the amount of Seven Hundred Fifty Thousand Dollars  ($750,000) from the proceeds
of the Housatonic  Investment (as  hereinafter  defined),  which amount shall be
applied to any  accrued  and unpaid  interest  on the FNB Note,  and then to the
unpaid principal balance of the FNB Note. The balance of the net proceeds of the
Housatonic  Investment  shall be used by Borrower  for its  working  capital and
other general corporate purposes.

         3.  In  addition  to the  foregoing  principal  repayment  by  Borrower
hereunder, as a condition to Lender's waiver of the Existing Defaults: (a) as of
the date  hereof,  the  unpaid  principal  balance  of the FNB Note  shall  bear
interest at the rate of Prime (as defined in the FNB Loan  Documents),  plus one
and one-half percent (1.5%),  but in no event less than six and one-half percent
(6.5%)  per  annum,  and (b) the  Line of  Credit  is  hereby  converted  from a
revolving to a  non-revolving  term loan  facility,  and Borrower  shall have no
right to further draws or disbursements under the Line of Credit.

         4.  Borrower  shall submit to Lender,  on a monthly basis no later than
the 15th business day of each calendar month:  (a) a Borrowing Base  Certificate
in the form required by the FNB Loan Documents, but excluding from the Borrowing
Base:  (i)  Eligible  Inventory  (as  such  term  is  defined  in the  FNB  Loan
Documents), and (ii) unbilled Accounts Receivable, effective on the date hereof,
and (b) an  Accounts  Receivable  Aging  Schedule  and  Accounts  Payable  Aging
Schedule,  prepared as of the last day of the preceding  calendar  month. In the
event the  Borrowing  Base  Certificate  shows  that an  amount  equal to eighty
percent  (80%) of  Eligible  Accounts  (as such term is  defined in the FNB Loan
Documents), excluding unbilled Accounts Receivable, is less than the then unpaid
principal balance of the Loan,  Borrower shall pledge additional cash collateral
to Lender,  in form  satisfactory to Lender in its sole and absolute  discretion
(the  "Additional  Collateral"),  in the  amount  of the  deficiency  ("Eligible
Account  Deficiency")  not later than the fifth  (5th)  business  day  following
Lender's receipt of the applicable Borrowing Base Certificate. In the event that
an increase in Eligible Accounts as shown on the Borrowing Base Certificates for
any two (2)  consecutive  calendar  months  results  in the  elimination  of the
Eligible  Account  Deficiency  at the end of  such  two (2)  month  period,  the
Additional  Collateral shall be returned to Borrower.  Otherwise,  the amount of
the  Additional  Collateral  may, at Lender's  option,  be applied to the unpaid
principal balance of the Loan at the end of each such two (2) month period.  The
amount of such  Additional  Collateral  shall be adjusted based upon  subsequent
increases  or  decreases  in the  Eligible  Account  Deficiency  throughout  the
remaining term of the Loan.

         5. In the event Borrower fails to deliver a Borrowing Base  Certificate
within five (5) business days after its due date, as provided  above,  or in the
event  following  the  delivery  of a  Borrowing  Base  Certificate,  showing an
Eligible  Account  Deficiency,  as set forth  above,  Borrower  fails to deposit
sufficient  Additional  Collateral  with Lender  within five (5)  business  days
following its due date,  as provided  above,  such failure  shall  constitute an
Event of Default hereunder and under the FNB Loan Documents, in which event: (a)
Lender  shall be entitled to avail  itself of all  remedies set forth in the FNB
Loan  Documents,  and (b) Borrower shall  immediately  direct all of its Account
Debtors  to send all  future  payments  on such  Debtors'  Accounts  Payable  to
Borrower  directly to Lender,  who will deposit such payments into a Lock Box or
BanControl  account  (the  "Control   Account")   maintained  by  and  on  terms
satisfactory  to Lender.  With  respect to such  Control  Account,  Borrower and
Lender  hereby  agree as follows:  (a)  Borrower  shall  immediately  notify its
Account Debtors,  utilizing the address and other Control Account information to
be provided to Borrower by Lender for purposes of such Debtor notification,  and
shall  provide  written  confirmation  thereof to Lender  within  three (3) days
thereafter,  (b) all amounts  received by Lender and deposited  into the Control
Account,  after the payment of operating  expenses of Borrower  from the Control
Account  based upon weekly  budgets to be  submitted by Borrower and approved by
Lender, shall be applied to amounts due under the FNB Loan Documents;  provided,
however,  that Lender's  obligation to release funds from the Control Account to
pay such  operating  expenses  of Borrower  shall be  contingent  upon  Lender's
determination,  based upon the most recent Borrowing Base Certificate  furnished
by Borrower, that the current Borrowing Base is not less than the minimum amount
therefor set forth  herein,  and Lender shall have the right to utilize funds in
the  Control  Account to reduce the unpaid  principal  amount of the FNB Note to
cure any overadvance condition disclosed by such Borrowing Base Certificate, (c)
all funds  received  by  Lender  hereunder  shall be  considered  as  additional
Collateral,  and Borrower  agrees to execute any other  additional  documents or
instruments  including,  without limitation,  Form UCC-1 Financing Statements or
amendments thereto,  requested by Lender to further evidence or perfect Lender's
security interest therein,  (d) Lender may, at Borrower's  request,  utilize any
excess funds in the Control Account to pay accrued  interest due under the terms
of the FNB Note, and (e) Lender shall have the right,  without limitation and at
its sole  discretion,  to utilize the funds in the Control Account to reduce the
unpaid  principal  balance of the FNB Note.  In addition  to all other  remedies
available to Lender under the FNB Loan Documents,  Lender shall also be entitled
to  implement  the Control  Account  procedure  described  above  following  the
occurrence  of any other  monetary  Event of Default  hereunder or under the FNB
Loan Documents.

         6. Borrower further covenants that with respect to Accounts Payable (as
shown on the  Accounts  Payable  Aging  Schedule  required  to be  submitted  by
Borrower to Lender on a monthly basis, as provided above), Borrower agrees that:
(a) it will in no event allow all or any portion of any Account Payable to a Key
Vendor (as hereinafter  defined) to remain outstanding for a period in excess of
sixty (60) days from its due date, and (b) it shall cause each of the Guarantors
of  Borrower's  obligations  under the FNB Loan  Documents  to  comply  with the
foregoing covenant with respect to each such Guarantor's respective Key Vendors.
As used herein,  "Key Vendor" shall mean any account  payable  vendor or service
provider of Borrower or any such  Guarantor with an account  payable  balance at
any time in excess of Seventy-Five  Thousand Dollars ($75,000).  In addition, as
of the date hereof,  the Total Debt to EBITDA,  EBITDA to Fixed Charges (as such
terms are defined in the Loan Agreement),  Tangible Net Worth,  Debt/Worth Ratio
and  Profitability  (as such terms are defined in the  Financial  Covenants  and
Reporting  Addendum to the Change in Terms  Agreement  dated  January 29,  2002)
covenants of Borrower are hereby terminated.

         7.  Borrower  is also a party  to that  certain  Debt  Agreement  among
Borrower,  Scott T.  Boden  ("Boden")  and Irene  Shinsato  ("Shinsato"),  which
agreement was amended by that certain First Amendment to Debt Agreement dated as
of December 29, 1998  (collectively,  the "Debt Agreement").  Under the terms of
the Debt Agreement,  Borrower  executed  promissory  notes to Boden and Shinsato
(which  notes,  together with the Other Seller Notes (as such term is defined in
that certain Second Amendment to Debt Agreement, Waiver and Consent of even date
herewith by and among  Borrower,  Boden and Shinsato  (the "Second  Amendment"),
shall be  collectively  referred to herein as the  "Boden/Shinsato  Subordinated
Notes").  Concurrently herewith,  Borrower, Boden and Shinsato, with the consent
of Lender,  are entering into the Second Amendment in order to amend and restate
the  terms  of  the  Boden/Shinsato  Subordinated  Notes  in  certain  respects,
including the extension of the maturity dates of the Boden/Shinsato Subordinated
Notes to January 1, 2004,  all as more  fully set forth  therein.  In  addition,
Borrower is the payor under those certain  promissory  notes dated July 7, 1998,
in the original  principal  amounts of $184,800.00  and  $46,200.00  executed by
Borrower in favor of Gary L.  Shields & Co.,  Inc.  ("GLS"),  the current  payee
thereof (the "GLS Subordinated  Notes").  Borrower and GLS are in the process of
amending  the  terms  of  the  GLS  Subordinated   Notes.   The   Boden/Shinsato
Subordinated Notes and the GLS Subordinated Notes (as the same may be amended as
set  forth  above)  are  sometimes   collectively  referred  to  herein  as  the
"Subordinated  Notes"), and Boden,  Shinsato and GLS are sometimes  collectively
referred to herein as the  "Subordinated  Payees").  Borrower  acknowledges  and
agrees  that:  (a)  Borrower  will  make  no  principal  payments  on any of the
Subordinated  Notes until all amounts due to Lender  hereunder and under the FNB
Loan  Documents have been paid in full, (b) no interest or other payments on any
of the  Subordinated  Notes shall be payable in advance at any time,  and (c) no
regularly  scheduled interest payments on any of the Subordinated Notes shall be
paid at any time that  Borrower is otherwise in default  under the terms of this
Agreement, the FNB Note or any of the other FNB Loan Documents. As an additional
condition precedent to Lender's agreements and obligations hereunder, all of the
Subordinated Payees are executing  additional  Subordination  Agreements of even
date  herewith,  acknowledging  the  subordination  of all  amounts  payable  by
Borrower to the Subordinated Payees under the terms of the Subordinated Notes to
the amounts payable by Borrower to Lender.

         8. Lender  hereby  consents to the  issuance by Arcoms of shares of its
Series C Preferred Stock to Housatonic  Partners  ("Housatonic") in exchange for
an equity  investment in the amount of $3,000,000 by Housatonic (the "Housatonic
Investment");  provided,  however,  that such  consent  shall not  affect in any
manner  the  existing  covenant  prohibiting  the  payment  by  Borrower  of any
dividends  or other  distributions  to the holders of any equity  securities  of
Borrower while any amounts are due to Lender under the FNB Loan  Documents,  the
terms of which are hereby acknowledged and ratified by Borrower. Notwithstanding
the  foregoing,  Lender  consents  to the  distribution  of stock  dividends  by
Borrower.  Lender  further  consents  to: (a) such  changes in Arcoms'  Board of
Directors and management as are agreed upon by Arcoms, the Subordinated  Payees,
Housatonic and Lexington Funding,  LLC ("Lexington"),  resulting from either the
Housatonic Investment or the debt or equity investment in Borrower by Lexington,
and (b) such  changes in  Borrower's  ownership  as may result  from  either the
Housatonic  Investment  or any equity  investment or conversion of existing debt
held by Lexington into an equity  interest in Borrower,  which changes shall not
be considered an Event of Default under the FNB Loan Documents.

         9. Borrower  hereby  represents,  warrants and certifies to Lender that
each of the  acknowledgments,  representations and warranties to Lender given to
induce  Lender to enter into this  Agreement  is true and correct as of the date
hereof.

         10.      In  consideration  of Lender's  agreement to enter into this
Agreement,  Borrower hereby further agrees as follows:

                  (a) Borrower for itself and its  successors and assigns hereby
absolutely and irrevocably waives,  releases, and forever discharges Lender, and
its respective officers, shareholders, directors, agents, servants, contractors,
employees,  parent and  subsidiary  corporations,  and  predecessors-in-interest
(collectively, the "Released Parties") from any and all claims, rights, demands,
actions,  suits,  causes of action,  damage,  counterclaims,  defenses,  losses,
costs, obligations,  liabilities, and expenses of every kind or nature, known or
unknown, suspected or unsuspected, fixed or contingent,  foreseen or unforeseen,
arising out of or relating  directly or indirectly to any circumstances or state
of facts  pertaining to the FNB Note,  the FNB Loan  Documents or this Agreement
(collectively,  "Claims"),  up to and as of the date  hereof,  including  claims
related to the actions of Lender in  administering  the FNB Note or  negotiating
the FNB Loan Documents or this Agreement and claims of lender liability,  fraud,
duress,  illegality,  usury, waiver, bad faith,  interference in the business of
any  person  or any  non-performance  of any  agreement  or  obligation  related
thereto,  or any statements,  representations,  acts or omissions,  intentional,
willful,  negligent,  or  innocent,  by any of the  Released  Parties in any way
connected with, relating to, or affecting, directly or indirectly, the FNB Note,
the FNB Loan Documents or this Agreement, other than any claims arising from any
Released Party's gross negligence or willful misconduct; provided, however, that
the foregoing  shall not  constitute a release of Borrower's  obligations  under
this Agreement.

                  (b) Borrower hereby  acknowledges  that it has not relied upon
any  representation  of any kind made by Lender in making the  release set forth
above, except as expressly set forth in this Agreement.

                  (c)  Borrower  acknowledges  that it may have  claims  against
Lender  of  which  it has no  knowledge  at the  time of the  execution  of this
Agreement.  Borrower  agrees that the waivers and  releases in this  Section are
specifically  intended to and do extend to claims,  demands or causes of actions
of which  Borrower has no  knowledge.  As to all Claims,  Borrower  specifically
waives the benefit of the  provisions  of Section 1542 of the  California  Civil
Code, which provides as follows:

                  "A  GENERAL  RELEASE  DOES NOT  EXTEND  TO  CLAIMS  WHICH  THE
                  CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
                  TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
                  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

Borrower  hereby waives the provisions of Section 1542 of the  California  Civil
Code and the provisions of any similar laws.  Borrower realizes and acknowledges
that factual  matters now unknown to it may have given or hereafter give rise to
Claims which are presently  unknown,  unanticipated,  and  unsuspected,  and the
release provided  hereunder has been negotiated and agreed upon in light of that
realization.

                  (d)  Borrower   represents   and  warrants  that  it  has  not
heretofore assigned,  or transferred,  or purported to assign or to transfer, to
any person or entity (other than Lender),  any Claim  released  hereunder or any
portion thereof or interest therein,  and Borrower agrees to indemnify,  defend,
and hold the Released  Parties harmless from and against any and all such Claims
based  on or  arising  out of any  such  assignment  or  transfer  or  purported
assignment or transfer.

                  (e) It is understood and agreed that this Section shall not be
deemed  or  construed  as an  admission  by Lender of  liability  of any  nature
whatsoever arising from or related to the subject matter of this Section.

                  (f) The  provisions,  waivers and  releases  set forth in this
Section  are  binding  upon  Borrower  and  its  respective  agents,  employees,
representatives,  officers, directors, general partners, limited partners, joint
venturers, affiliates, assigns, heirs, successors in interest and shareholders.

                  (g) Borrower agrees that if it hereafter commences,  joins in,
or in any manner  seeks relief  through any suit arising out of, based upon,  or
relating to any of the Claims or in any manner  asserts  against  such  Released
Parties,  or any of them,  any of the Claims,  then it will pay to such Released
Parties,  and each of them,  in  addition  to any other  damages  caused to such
Released Parties thereby,  all attorneys' fees incurred by such Released Parties
in defending or otherwise responding to said suit or claim.

                  (h) The  provisions of this Section  shall survive  payment in
full of the FNB Note, termination of this Agreement, and full performance of all
the terms of this Agreement and the other FNB Loan Documents.

         11.      Miscellaneous

                  (a) Each of the parties hereto agrees to execute all documents
and  instruments  and to take all other actions as may  specifically be provided
for herein or as may be required  in order to  consummate  the  purposes of this
Agreement.  Each party  hereto  shall  diligently  and in good faith  pursue the
satisfaction of all conditions and  contingencies  to be satisfied by it in this
Agreement.

                  (b) Except as  specifically  set forth herein,  no third party
shall be benefitted by any of the  provisions of this  Agreement,  nor shall any
such  third  party  have the right to rely in any  manner  upon any of the terms
hereof,  and none of the  covenants,  representations,  warranties or agreements
herein  contained  shall  run in  favor  of any  third  party  not  specifically
referenced herein.

                  (c) Nothing in this  Agreement  shall  constitute  a waiver by
Lender of any future default or Event of Default under this  Agreement,  the FNB
Note or any of the other FNB Loan Documents.  Lender has no obligation,  and has
made no  commitment,  to modify or extend  any term of the FNB Note or the other
FNB Loan Documents, to waive any default or Event of Default, or to forbear from
exercising its remedies under the FNB Note or the FNB Loan Documents,  except as
expressly set forth in this Agreement.  Borrower's  obligations  hereunder shall
continue to be secured by the FNB Loan Documents.

                  (d) The parties  hereby  irrevocably  waive  their  respective
rights to a jury trial of any claim or cause of action based upon or arising out
of this  Agreement,  the  FNB  Note or the FNB  Loan  Documents.  [Initial  here
____________]  This waiver shall apply to any subsequent  amendments,  renewals,
supplements,  or  modifications  to this Agreement.  In the event of litigation,
this Agreement may be filed as a written consent to a trial by a court.

                  (e)  Time  is of  the  essence  for  the  performance  of  all
obligations  and the  satisfaction  of all  conditions  of this  Agreement.  The
parties  intend  that all time  periods  specified  in this  Agreement  shall be
strictly  applied,  without  any  extension  (whether  or not  material)  unless
specifically agreed to in writing by all parties.

                  (f) Borrower agrees to reimburse and pay to Lender, on demand,
all  costs  and  expenses  which  Lender  has or may  incur as a result of or in
connection  with the Existing  Defaults and this  Agreement,  including  without
limitation attorneys' fees and costs incurred by Lender in connection with legal
advice received by Lender relating to the Existing Defaults, or actions required
to cure  such  defaults.  Attorneys'  fees  and  costs  in  connection  with the
preparation  of this  Agreement in the amount of  approximately  $7,000 shall be
payable concurrently  herewith,  and Borrower  acknowledges and agrees that such
fees  and  costs  are  reasonable.  In  addition,  the  prevailing  party in any
litigation  or  dispute  over  rights,  remedies  or duties  arising  under this
Agreement shall be entitled to recover, in addition to other appropriate relief,
its reasonable costs and expenses,  including,  without  limitation,  attorneys'
fees and court costs.  Such  entitlement  shall include  Lender's  out-of-pocket
attorneys' fees,  costs and expenses  incurred in the collection of any judgment
or settlement.

                  (g)  This  Agreement,   and  the  other   documents   executed
concurrently herewith,  contain or expressly incorporate by reference the entire
agreement  of the parties with  respect to the matters  contemplated  herein and
supersede all prior  negotiations.  Any Exhibits  attached hereto and referenced
herein are hereby incorporated into this Agreement.

                  (h) This  Agreement may be executed in  counterparts,  each of
which shall be deemed an original,  and all of which together  shall  constitute
one and the same  instrument.  However,  this Agreement  shall not be binding on
Lender until all parties have executed it.

                  (i) This  Agreement  shall be governed by, and  construed  and
enforced in accordance with, the laws of the State of California.  In any action
brought  under or arising  out of this  Agreement,  the  parties  consent to the
jurisdiction of any competent  Court within the State of California,  consent to
service of process by any means  authorized  by  California  law, and agree that
venue shall be proper in San Diego County, California.

                  (j) Except as  expressly  modified by this  Agreement  and the
documents  contemplated hereby, no other changes to the FNB Note or the FNB Loan
Documents  are being  made and all  provisions  of the FNB Note and the FNB Loan
Documents shall remain in full force and effect.

                  (k)      The  relationship  between  Lender and  Borrower is
that of a lender and a borrower  and not as partners or joint venturers.
Lender owes no fiduciary duty to Borrower.

                  (l) The  terms of this  Agreement  shall be  binding  upon and
inure to the benefit of the heirs, successors and assigns of the parties to this
Agreement.

                  (m) The  parties  acknowledge  that each party and its counsel
have reviewed this Agreement and the documents executed in connection  herewith.
The  parties  agree  that  the  rule of  construction  to the  effect  that  any
ambiguities are to be resolved  against the drafting party shall not be employed
in the  interpretation of this Agreement or any documents executed in connection
herewith.

(n) If any  provision of this  Agreement or any of the Loan  Documents  shall be
determined  by a court of  competent  jurisdiction  to be  invalid,  illegal  or
unenforceable,  that portion shall be deemed severed therefrom and the remaining
parts shall remain in full force as though the invalid, illegal or unenforceable
portion had never been a part thereof.









         IN WITNESS  WHEREOF,  this  Agreement  has been executed as of the date
first written above.

Advanced Remote Communications                  First National Bank,
Solutions, Inc.,                                a national banking association
(formerly known as Boatracs, Inc.),
a California corporation
                                              By:  /s/ Robert McNamara
                                              Its:     Vice President
By:      /s/ Michael Silverman
Its:     Chairman, Chief Executive Officer
By:      /s/ Dean Kernus
Its:     Chief Financial Officer/Secretary

Enerdyne Technologies, Inc.,
a California corporation

By:      /s/ Michael Silverman
Its:     Chairman, Chief Executive Officer
By:      /s/ Dean Kernus
Its:     Chief Financial Officer/Secretary




                            REAFFIRMATION OF GUARANTY

         The undersigned, as Guarantors of the obligations of Borrower under the
FNB Loan Documents,  hereby: (a) consent to and approve of the execution of this
Loan Modification  Agreement by Borrower and Lender,  and (b) reaffirm to Lender
all of their  respective  obligations  and  agreements  under  their  respective
Guaranties.


Innovative Communications Technologies, Inc.,
a Delaware corporation

By:      /s/ Michael Silverman
Its:     Chairman, Chief Executive Officer
By:      /s/ Dean Kernus
Its:     Chief Financial Officer/Secretary


Boatracs (Europe) B.V.,
a Netherlands corporation

By:      /s/ Michael Silverman
Its:     Chairman, Chief Executive Officer
By:      /s/ Dean Kernus
Its:     Chief Financial Officer/Secretary



Oceantrac, Incorporated,
a Canadian corporation

By:      /s/ Michael Silverman
Its:     Chairman, Chief Executive Officer
By:      /s/ Dean Kernus
Its:     Chief Financial Officer/Secretary




                      ACKNOWLEDGMENT BY SUBORDINATED PAYEES


Scott T. Boden,  Irene Shinsato and Gary L. Shields & Co., Inc., as Subordinated
Payees  hereunder,  hereby:  (a)  acknowledge  and consent to the  execution  by
Borrower of the foregoing  Loan  Modification  Agreement,  (b)  acknowledge  the
payment  restrictions  applicable to the Subordinated Notes set forth herein and
the continued subordination of all payments due on the Subordinated Notes or any
obligations of Borrower to Subordinated  Payees to Borrower's  obligations under
the terms of the FNB Note,  this  Agreement and the other FNB Loan  Documents in
favor of Lender,  and (c) agree to  execute  any and all  further  Subordination
Agreements or other documents or instruments required by Lender to evidence such
subordination.

Date: May 29, 2002


/s/ Scott Boden
Scott T. Boden


/s/ Irene Shinsato
 Irene Shinsato


Gary L. Shields & Co., Inc.


By:     /s/ Gary Shields
Its:    President