EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT  (this  "Agreement") is made as of September
28,  1999  among  Innovative  Communications  Technologies,   Inc.,  a  Delaware
Corporation with a principal offices located at 9201 Gaither Road, Gaithersburg,
Maryland 20877 ("Employer"),  Advanced Remote Communications Solutions,  Inc., a
California Corporation with an address at 10675 Sorrento Valley Road, Suite 200,
San Diego,  California 92121 ("Parent") and Mohammed G. Abutaleb, an individual,
with an address at 7308 Loch Edin Court,  Potomac,  Maryland 20854 ("Employee"),
with reference to the following facts:

                                    RECITALS:

         A.       The Employer is currently a wholly owned Subsidiary of Parent.

         B. Employee is experienced in managing the business formerly  conducted
by  Innovative  Communications   Technologies,   Inc.,  a  Maryland  Corporation
("ICTI").

         C. ICTI has been merged into  Employer  pursuant  to the  Agreement  of
Merger and Plan of  Reorganization  entered into as of September  28, 1999 among
ICTI, Employer, Parent and the Shareholders of ICTI (the "Merger Agreement").

         D.  Employer  desires  to employ  Employee  to  perform  the duties and
responsibilities  described  herein on the terms and conditions  hereinafter set
forth.

         E. Certain other  capitalized  terms used in this Agreement are defined
in attached Exhibit G.1.

1. Employment. Employer hereby employs Employee and Employee hereby accepts such
employment upon the terms and conditions hereinafter set forth.

2.  Duties.  Subject to the terms and  provisions  of this  Agreement,  Employee
hereby is employed by Employer as the President of Employer.  Employee's  duties
shall consist of such duties as customarily  are associated with service in such
capacity,  and shall perform such duties as are more fully described on attached
Exhibit G.2.  Employee shall report directly to the Chief  Executive  Officer of
Employer or his designee.  During the Term of this  Agreement,  it is understood
that  Employee  may be  requested  from time to time to  provide  assistance  or
consultative  or other services to, or act temporarily as an executive of Parent
or any of its  Affiliates  or  Subsidiaries  other than (and in addition to) the
Employer and any  Subsidiaries  of the  Employer.  Employee  shall  perform such
services  and, if elected as an officer or  director  of any such other  entity,
shall  hold  such  office  (and   discharge  its  duties)   without   additional
compensation other than the compensation set forth in this Agreement. Parent and
the Employer shall indemnify and hold harmless  Employee from any claim asserted
against him as an  employee,  officer or director  of the  Employer  (or Parent,
Affiliates and/or  Subsidiaries,  if applicable) to the fullest extent permitted
by  applicable  State law or as permitted  under  Employer's  bylaws unless such
claim arises from the gross negligence,  willful misconduct or a material breach
of this Agreement.

3. Scope of Services.  Employee shall devote  substantially  all of his business
time, attention,  energies, skills, learning and efforts to Employer's Business.
The principal  place of employment of Employee shall be within a forty (40) mile
radius of  Gaithersburg,  Maryland or such other  location as is consented to by
Employee.  It is, however,  understood and agreed that Employee may be required,
in connection with the performance of his duties, to travel from time to time to
other  locations  designated  by the  Chairman or the Board of  Directors  or as
required in connection with the Employer's Business;  provided, that such travel
shall not exceed  thirty  percent  (30%) of  Employee's  time.  When required to
travel to and/or  spend  time at such  other  locations,  Employee's  reasonable
traveling  and  temporary  living  expenses  shall be  reimbursed  to him by the
Employer,  upon  his  submittal  of  detailed  written  vouchers,  supported  by
appropriate  documentation  and  subject  to  the  then  prevailing  travel  and
reimbursement policies of Parent with respect to Executives.

4. Term of  Employment.  The  employment of Employee  pursuant to this Agreement
shall  commence  as of the  execution  of  this  Agreement  and  continue  until
terminated  on the  earlier  to  occur  of:  (i) the  third  anniversary  of the
execution of this Agreement;  or (ii) the first date on which such employment is
terminated  in  accordance  with  Section 7 hereof  (the  "Term" or the "Term of
Employment").

         5. Compensation.  The Employer shall pay Employee,  as compensation for
all of the services to be rendered by him  hereunder  during the Term,  the Base
Compensation  and Benefits as defined,  provided for and determined  pursuant to
this Agreement.

5.1.  Employee's  annual  base  compensation  ("Base  Compensation")  under this
Agreement prorated for any partial year, shall be $120,000 per year,  commencing
on the execution of this Agreement.  The Base  Compensation  shall be payable in
accordance with the ordinary  payroll  procedures of Employer.  Any increases in
Base  Compensation  relative to Employee's  performance shall be in the sole and
absolute discretion of Employer.

6. Other Rights and Benefits.  Employee shall also be entitled to those Benefits
afforded  to  Executives  of  the  Parent  and  its  Subsidiaries  (taking  into
consideration the applicable Employer's policies, Employee's years of employment
position and  responsibilities  with ICTI for purposes of  establishing  vesting
rights and level of Benefits), commencing as of the execution of this Agreement,
including the following (collectively, the "Benefits").

6.1.  The type and  amount  of  Benefits  to be  afforded  Employee  under  this
Agreement  shall be provided on terms not less  comprehensive  than  provided by
ICTI to Employee  immediately  prior to the execution of this Agreement,  as set
forth on attached  Exhibit  G.3 (the "ICTI  Employee  Benefits").  If, as of the
execution  of this  Agreement,  it is  determined  that the level of any Benefit
provided by Employer to Employee is less  comprehensive  than the ICTI  Employee
Benefits, then Employer shall, for each such Benefit, maintain the corresponding
ICTI Employee  Benefit.  If, during the Term of Employment it is determined that
the level of any  Benefit  provided  by  Employer  to  Employee  is either  less
comprehensive than the ICTI Employee Benefit  immediately prior to the execution
of this Agreement,  then Employer shall at Employer's option either: (i) provide
Employee a Benefit  comparable to the  corresponding  ICTI Employee Benefit that
existed immediately prior to the execution of this Agreement;  or (ii) make such
equitable  adjustment as may be necessary to compensate Employee for the cost of
the ICTI Employee Benefits valued as of execution of this Agreement.

6.2. Employee shall be reimbursed for business use of personal  automobile(s) in
accordance with the policy of the Parent and its Subsidiaries and the applicable
IRS regulations.

6.3.  Employee shall  participate in Parent's  Bonus Plan  consistent  with that
afforded to other  executives  of Parent and its  Subsidiaries  with  comparable
seniority.

7.  Termination. The employment of Employee may be terminated as follows:

7.1.  Termination by Mutual Agreement.  Employer and Employee may mutually agree
in writing to terminate  Employee's  employment.  If not previously  terminated,
this Agreement and Employee's  employment shall  automatically  terminate on the
third  anniversary  of the  execution  of this  Agreement  unless  Employer  and
Employee agree in writing to continue employment.

7.2. Termination for Death. If Employee dies during the Term: (i) his employment
under this Agreement  shall  automatically  terminate on the date of death;  and
(ii) the Employer shall  immediately pay to the estate of the Employee such Base
Compensation and Benefits, earned but not yet paid, as would otherwise have been
payable to the Employee up to the date of death.

7.3.  Termination  Upon  Disability.  Employee's  employment  shall terminate if
Employee  should become totally and permanently  disabled.  For purposes of this
Agreement,  Employee shall be considered  "totally and permanently  disabled" if
Employee is treated as  permanently  "disabled"  under any permanent  disability
insurance policy maintained by Employer and is entitled to full benefits payable
under such policy upon a total and permanent  disability.  If any such policy is
either not in force or the benefits are not  available  under such policy,  then
"total and  permanent  disability"  shall mean the  inability of Employee,  as a
result of substance  abuse,  any mental,  nervous or  psychiatric  disorder,  or
physical condition, injury or illness to perform substantially all of his duties
on a full-time basis continuously for a period of six (6) consecutive months, as
determined  by a  licensed  physician  selected  by the  Board of  Directors  of
Employer  and  acceptable  to  Employee,  in  his  reasonable  judgment,   which
physician's  decision  shall be final  and  binding  upon  the  parties  hereto.
Employer  covenants  to pay the  premiums on such  disability  insurance  policy
during  the Term of  Employment  unless the  premiums  and/or  coverage  becomes
commercially  unreasonable in which event the provision of Section 6.1(ii) shall
apply.  If this  Agreement is terminated  as a result of Employee's  disability,
Employer  will pay  Employee  his Base  Compensation  and  Benefits  through the
remainder of the calendar  month during which  termination  is effective and for
such period until disability  insurance  benefits  commence under the disability
insurance coverage furnished by the Employer to the Employee.

7.4.  Termination  by  Employer  for Good Cause.  Employer  may  terminate  this
Agreement: (a) at will, for any reason, or for no reason at all, on or after the
third  anniversary  of the Closing;  or (b) for "Good  Cause"  after  applicable
notice and  opportunity  to cure in  accordance  with  Section 7.6  herein.  For
purposes of this Agreement,  "Good Cause" shall mean the existence or occurrence
of any of the following:

                           7.4.1. Employee's conviction of a crime of moral
turpitude or of any crime punishable as a felony.

                           7.4.2. Employee's conviction of theft, embezzlement
 or fraud.

                           7.4.3. Employee's  willful violation of a reasonable
Employer policy previously made known to him in writing
or a reasonable directive of the Board of Directors of Employer previously
provided to him in writing.

                           7.4.4. Employee's breach of his obligations set
forth in Sections 8 and 10, inclusive, of this Agreement.

                           7.4.5. Any repeated neglect or willful breach of duty
by Employee under this Agreement, or any repeated and
willful failure by Employee to perform under this Agreement.

                           7.4.6.  Employee's breach of any material provision
 of this Agreement, on his part to be performed.

                           7.4.7.  Employee's breach of any material term of
 the Merger Agreement or the Transaction Documents as
defined in the Merger Agreement.

                           7.4.8.  Employee's actual termination of his
 employment without Good Reason.

                           7.4.9.  Employee's breach of any material provision
of the Covenant Not to Compete Agreement.

If Employee's  employment is terminated by Employer for "Good Cause"  hereunder,
then Employee shall be entitled to receive only the following payments:  (a) any
portion  of the  Base  Compensation  and  Benefits  accrued  to the date of such
termination  and not  theretofore  paid to him,  and (b)  reimbursement  for any
expenses  properly incurred by Employee prior to such termination and which have
not theretofore been reimbursed.


7.5. Termination by Employee for Good Reason.  Employee may terminate Employee's
employment for "Good Reason", after applicable notice and opportunity to cure in
accordance  with  Section 7.6 herein.  For  purposes  of this  Agreement,  "Good
Reason" shall mean the existence or occurrence of any of the following:

    7.5.1.  The Parent adopting of a plan of dissolution or liquidation.

    7.5.2.  Employer's or Parent's breach of any material provision of this
Agreement, on its part to be
performed

    7.5.3.  Parent's and/or Employer's breach of any material term of the
Merger Agreement or the Transaction
Documents as defined in the Merger Agreement.

    7.5.4.  Employer's actual termination of Employee's employment without
Good Cause.

    7.5.5.   A  breach  of  Section  9.3  of  the  Merger
Agreement.

If Employee's  employment is terminated by Employee for "Good Reason" hereunder,
then,  in addition to any other rights that  Employee may have under  applicable
law for  Employer's  breach of the  Agreement,  the Employer  shall,  subject to
Employee's obligation to mitigate damages as provided by applicable law, if any,
continue to pay  Employee  Base  Compensation  and provide  Benefits to Employee
through the third  anniversary  of the  execution  of this  Agreement  as if the
Agreement had not been terminated.

7.6. Cure of Default.  No failure or default by Employer or Employee  under this
Agreement  shall result in the  termination  of  Employee's  employment  or this
Agreement or any right hereunder  unless and until the  terminating  Party shall
have  provided  written  notice to the other  Party  (Section 23 herein) of such
failure or default  and the Party in default  shall have  failed to remedy  such
failure  or cure  such  default  within  seven (7) days of the  receipt  of such
notice.

8. Representations and Warranties.  Employee hereby represents and warrants that
as of the date of execution of this Agreement: (i) this Agreement will not cause
or require  Employee to breach any  obligation  to, or agreement  or  confidence
with,  any  other  person;  (ii)  Employee  is not  representing,  or  otherwise
affiliated  in any capacity  with,  any other lines of products,  manufacturers,
vendors or  customers of  Employer;  and (iii)  Employee has not been induced to
enter  into this  Agreement  by any  promise  or  representation  other  than as
expressly set forth in this Agreement,  the Merger Agreement and the Transaction
Documents.

9.  Proprietary Information.

9.1. For purposes of this Agreement,  "Proprietary  Information"  shall mean any
information,  observation,  data, written material,  record, document,  computer
program, software, firmware,  invention,  discovery,  improvement,  development,
tool, machine,  apparatus,  appliance,  design, promotional idea, customer list,
practice,  process, formula, method, technique,  trade secret, product, customer
lists, product design information, performance standards and/or research related
to  the  actual  or  anticipated   research,   marketing   strategies,   pricing
information, business records, financial statements, reports and other financial
data, development, products or organization (as the foregoing is demonstrated by
contemporaneous   written   evidence)  that  relates  to  Employer's   Business.
"Proprietary  Information"  shall not  include:  (i) that which is in the public
domain as of or after the execution of this Agreement  except through any act or
omission of Employee;  (ii) that which is released by Employer,  Parent or their
respective  Subsidiaries  and  Affiliates  before or after the execution of this
Agreement;  (iii) that which  qualifies fully under the provisions of California
Labor Code Section 2870 or any similar or successor statute;  or (iv) that which
relates to a "Business  Opportunity"  that Employee notifies Employer of (except
as otherwise  provided in Section 7.5 herein) and  Employer  does not invest in,
participate  in or otherwise be  affiliated  with pursuant to Section 10 of this
Agreement (collectively, the "Qualified Information").

9.2. Except as otherwise provided herein, all right, title and interest of every
kind  and  nature  whatsoever  in  and  to  the  Proprietary  Information  made,
discussed,   developed,  created,  invented,  devised,  conceived,   discovered,
secured, obtained or learned (collectively, "Discovered") by Employee during the
Term  of  this  Agreement,  or  the  60-day  period  immediately  following  the
Termination Date of this Agreement and the period of Employee's  employment with
Employer's predecessor in title and interest, ICTI (the "Proprietary Information
Period"),  shall be the sole and exclusive property of Employer for any purposes
or uses whatsoever, and shall be disclosed promptly by Employee to Employer. The
covenants set forth in the preceding  sentence shall apply regardless of whether
any Proprietary Information is Discovered (a) solely or jointly with others, (b)
during the usual  hours of work or  otherwise,  (c) at the  request and upon the
suggestion of Employer or otherwise,  or (d) with Employer's  materials,  tools,
instruments or on Employer's premises or otherwise.  All Proprietary Information
Discovered  by  Employee  during the  Proprietary  Information  Period  that are
subject to  copyright  protection  are  explicitly  considered  by Employee  and
Employer  to be works made for hire to the  extent  permitted  by law.  Employee
hereby assigns to Employer all of Employee's right, title and interest in and to
the  Proprietary  Information.   Employee  hereby  forever  fully  releases  and
discharges  Employer,  any Affiliates of Employer and their respective officers,
directors and employees,  from and against any and all claims, demands, damages,
liabilities,  costs and  expenses  of Employee  arising out of, or relating  to,
Employee's  alleged  ownership  of title to  compensation  with  respect  to any
Proprietary  Information  assigned or conveyed to Employer under this Agreement.
Employee shall execute any documents and, at Employer's  cost and expense,  take
any action  Employer may deem necessary or appropriate to effectuate  Employer's
rights in and to the Proprietary  Information  Discovered by the Employee during
the Proprietary  Information  Period,  including without  limitation,  assisting
Employer in obtaining and/or maintaining  patents,  copyrights or similar rights
to any such  Proprietary  Information  assigned  by  Employee  to  Employer,  if
Employer,  in its sole  discretion,  requests such  assistance.  Employee  shall
comply with any reasonable  rules  established from time to time by Employer for
the protection of the confidentiality of any Proprietary  Information.  Employee
irrevocably  appoints  the  Chairman  of ARCOMS to act as  Employee's  agent and
attorney-in-fact  to  perform  all acts  necessary  to  obtain  and/or  maintain
patents,  copyrights and similar rights to any Proprietary  Information assigned
by Employee to Employer under this Agreement if (a) Employee  refuses to perform
those acts, or (b) is  unavailable,  within the meaning of any applicable  laws.
Employee  acknowledges  that the grant of the  foregoing  power of  attorney  is
coupled with an interest and shall  survive the death or disability of Employee.
Employee shall promptly disclose to Employer,  in confidence (a) all Proprietary
Information that Employee Discovered during the Term of this Agreement,  and (b)
all patent  applications  filed by  Employee  within  six (6)  months  after the
Termination  Date of this Agreement.  Any  application  for a patent,  copyright
registration  or similar  right  filed by Employee  within six months  after the
Termination  Date of this  Agreement  shall be presumed to relate to Proprietary
Information  created  by  Employee  during  the Term of this  Agreement,  unless
Employee  can prove  otherwise.  Nothing  contained in this  Agreement  shall be
construed to preclude  Employer from exercising all of its rights and privileges
as sole and exclusive  owner of all of the Proprietary  Information  owned by or
assigned to Employer under this Agreement.  Employer,  in exercising such rights
and privileges with respect to any particular  item of Proprietary  Information,
may decide not to file any patent  application or any copyright  registration on
such   Proprietary   Information,   may  decide  to  maintain  such  Proprietary
Information  as  secret  and  confidential,   or  may  decide  to  abandon  such
Proprietary  Information  or dedicate it to the public.  Employee  shall have no
authority to exercise any rights or privileges  with respect to the  Proprietary
Information  owned  by or  assigned  to  Employer  under  this  Agreement.  This
Agreement does not apply to any  Proprietary  Information  that qualifies  fully
under the  provisions  of  California  Labor Code Section 2870 or any similar or
successor statute.

9.3. Employee hereby acknowledges that Employer has made (or may make) available
to Employee  during the Term of  Employment,  or Employee may Discover,  certain
Proprietary  Information  (as defined in Sections 9.1 and 9.2 above) of Employer
and  its  Affiliates  or  Parent  and  its   Subsidiaries   (collectively,   the
"Confidential  Material").  Except as essential to Employee's  obligations under
this  Agreement,   Employee  shall  not  make  any  disclosure  of  any  of  the
Confidential Material.  Except as essential to Employee's obligations under this
Agreement,  Employee shall not make any  duplication or other copy of any of the
Confidential  Material.  Immediately upon request from Employer,  Employee shall
return to Employer all Confidential Material.  Nothing contained in this Section
9 shall be construed as preventing Employee from providing Confidential Material
in   compliance   with  a  valid  court  order  issued  by  court  of  competent
jurisdiction, providing Employee takes reasonable steps to prevent dissemination
of such Confidential  Material.  Employee shall comply with any reasonable rules
established   from  time  to  time  by  Employer  for  the   protection  of  the
confidentiality  of any Proprietary  Information.  Immediately upon request from
Employer,  Employee shall return to Employer all Confidential Material. Employee
shall notify each person to whom any disclosure is made that such  disclosure is
made in confidence,  that the Confidential  Material shall be kept in confidence
by such person,  and that such person shall be bound by the  provisions  of this
Section.

10. Business  Opportunities.  Notwithstanding  anything  contained herein to the
contrary,  during  the  Term of  this  Agreement,  if  Employee  (or any  agent,
employee,  officer or independent contractor of or retained by Employee) becomes
aware of, or develops,  creates, invests,  devises,  conceives or discovers, any
concept,  technique,  product, project,  investment,  venture, business or other
opportunity (any of the preceding, a "Business Opportunity") that is similar to,
competitive with,  related to or in the same field as Employer or any Affiliate,
or any project,  investment,  venture,  or business of  Employer,  Parent or any
Affiliate,  or  Subsidiary  thereof,  then  Employee  shall so  notify  Employer
immediately  in writing of such Business  Opportunity  and shall use  Employee's
good-faith  efforts  to cause  Employer  to have the  opportunity  to invest in,
participate in or otherwise become affiliated with such Business Opportunity. If
Employer decides to not invest in, participate in or otherwise become affiliated
with such Business  Opportunity within two (2) months after being presented with
the Business Opportunity in writing by Employee,  then Employee shall be free to
invest in any such Business  Opportunity  (to any extent within  Employee's sole
and absolute  discretion)  and make such Business  Opportunity  available to any
other party(ies)  (within Employee's sole and absolute  discretion),  subject to
Employee's compliance with all other terms of this Agreement.

11. Section Headings. The section headings or captions in this Agreement are for
convenience of reference  only and do not form a part hereof,  and do not in any
way modify, interpret or construe the intent of the Parties or affect any of the
provisions of this Agreement.

12.  Survival.  The  Sections of this  Agreement  which relate to acts or events
subsequent to the  Termination  Date hereunder  shall survive the termination of
this  Agreement  and  Employee's  employment  and shall remain  fully  effective
thereafter according to their terms.

13.  Venue  and  Jurisdiction.  For  purposes  of venue and  jurisdiction,  this
Agreement  shall be deemed  made and to be  performed  in the City of San Diego,
California.

14.  Arbitration.

14.1. Any claim, dispute or other controversy (a "Controversy") relating to this
Agreement  shall be settled  and  resolved by binding  arbitration  in San Diego
County,  California,  before the American  Arbitration  Association ("AAA"). The
arbitration  shall be conducted in accordance  with AAA's rules and  procedures,
except as expressly modified by this Section. The Parties to this Agreement (the
"Parties")  shall be entitled to full  discovery  regarding the  Controversy  as
permitted by the California Code of Civil Procedure.  The arbitrator's  decision
on the Controversy shall be a final and binding determination of the Controversy
and shall be fully  enforceable  as an  arbitration  award in any  court  having
jurisdiction  and venue over the Parties.  The  arbitrator  shall also award the
prevailing Party any attorneys' fees and expenses the prevailing Party incurs in
connection with the arbitration,  and the other Party shall pay the arbitrator's
fees and expenses.  The arbitrator shall determine who is the prevailing  Party.
Each Party submits to the exclusive  jurisdiction  of the courts  located in San
Diego  County,  California,  for  purposes  of  Section  14.2  below  compelling
arbitration or giving legal  confirmation of any arbitration  award.  Each Party
also agrees to accept  service of process  for all  arbitration  proceedings  in
accordance with AAA's rules.

14.2.  The  obligation to arbitrate  shall not be binding upon either Party with
respect to requests for temporary restraining orders, preliminary injunctions or
other  procedures in a court of competent  jurisdiction to obtain interim relief
when  deemed  necessary  by such  court to  preserve  the  status quo or prevent
irreparable  injury  pending  resolution by  arbitration  of the actual  dispute
between the parties.

14.3.  The  provisions of this Section shall be construed as  independent of any
other  covenant or  provision  of this  Agreement;  provided  that if a court of
competent  jurisdiction  determines that any such provisions are unlawful in any
way, such court shall modify or interpret such  provisions to the minimum extent
necessary to have them comply with the law.

14.4. This arbitration  provision shall be deemed to be self-executing and shall
remain  in full  force  and  effect  after  expiration  or  termination  of this
Agreement.  In the event either  Party fails to appear at any  properly  noticed
arbitration proceeding, an award may be entered against such Party by default or
otherwise notwithstanding said failure to appear.

15. Severability.  Should any one or more of the provisions of this Agreement be
determined to be illegal or  unenforceable  in any relevant  jurisdiction,  then
such illegal or  unenforceable  provision shall be modified by the proper court,
if  possible,   but  only  to  the  extent  necessary  to  make  such  provision
enforceable,  and such  modified  provision  and all  other  provisions  of this
Agreement shall be given effect separately from the provision or portion thereof
determined to be illegal or unenforceable and shall not be affected thereby.

16. Waiver.  The failure of any Party to enforce any provision of this Agreement
shall not be construed as a waiver of any such provision, nor prevent such party
thereafter  from  enforcing  such  provision  or any  other  provision  of  this
Agreement. The rights granted the Parties herein are cumulative and the election
of one shall not  constitute a waiver of such Parties' right to assert all other
legal remedies available under the circumstances.

17. Parties in Interest. Nothing in this Agreement,  whether express or implied,
is  intended  to  confer  any  rights  or  remedies  under or by  reason of this
Agreement  on any  persons  other than the Parties to this  Agreement  and their
respective heirs,  executors,  successors and permitted assigns, nor is anything
in this  Agreement  intended to relieve or discharge the obligation or liability
of any third person to any Party to this Agreement, nor shall any provision give
any  third  person  any  right  of  action  over or  against  any  Party to this
Agreement.  Notwithstanding  the  foregoing  sentence,  Parent and its permitted
successors in interest (but no other  persons) shall be deemed to be third-party
beneficiaries of this Agreement.

18. Assignment. The rights and obligations under this Agreement shall be binding
upon, and inure to the benefit of, the heirs,  executors,  permitted  successors
and permitted  assigns of the Parties.  Except as specifically  provided in this
Section 18, no Party may assign this  Agreement  or  delegate  their  respective
responsibilities  under this  Agreement  without  the consent of the other Party
hereto.  Upon the  permitted  assignment,  sale,  exchange or other  transfer of
substantially  all of  the  assets  of  Employer,  Employer  shall  assign  this
Agreement to such  assignee/transferee;  provided, that Employer shall make it a
condition  of  any  such  assignment,  sale,  exchange  or  transfer  that  such
assignee/transferee  shall assume and be obligated to perform all of  Employer's
duties and obligations under this Agreement.  No assignment,  sale,  exchange or
transfer of this Agreement or substantially  all of the assets of Employer shall
relieve Employer of, and Employer shall remain obligated to perform,  its duties
and obligations under this Agreement,  including, without limitation, payment of
the Base Compensation and Benefits set forth in Sections 5 and 6, above. No such
assignment,  sale, exchange or transfer shall derogate Parent's guarantee of the
obligations of the Employer hereunder

19.  Attorneys' Fees. In the event of any suit, action or arbitration to enforce
any of the terms or provisions of this Agreement,  the prevailing Party shall be
entitled to its reasonable  attorneys' fees and costs. The foregoing entitlement
shall also  include  attorneys'  fees and costs of the  prevailing  party on any
appeal of a judgment and for any action to enforce a judgment.

20.  Modification.  This Agreement may be modified only by a contract in writing
executed by the  Parties to this  Agreement  against  whom  enforcement  of such
modification is sought.

21. Prior  Understandings.  This Agreement contains the entire agreement between
the  Parties  to this  Agreement  with  respect  to the  subject  matter of this
Agreement,  is intended as a final  expression of such Parties'  agreement  with
respect  to such terms as are  included  in this  Agreement,  is  intended  as a
complete and exclusive statement of the terms of such agreement,  and supersedes
all negotiations, stipulations,  understandings, agreements, representations and
warranties,  if any,  with  respect to such  subject  matter,  which  precede or
accompany the execution of this Agreement.

22.  Exhibits. The following Exhibits are made a part of this Agreement:

                           (a) Exhibit G.1 - Definitions
                           (b) Exhibit G.2 - Employee's Duties
                           (c) Exhibit G.3 - ICTI Employee Benefits

         23. Notices.  Any notice provided for or permitted under this Agreement
will be treated as having been given when: (a) delivered personally; (b) sent by
confirmed  telecopy;  (c) sent by  commercial  overnight  courier  with  written
verification  of  receipt;  or  (d)  mailed  postage  prepaid  by  certified  or
registered mail, return receipt requested,  to the Party to be notified,  at the
address  set forth  below,  or at such other  place of which the other Party has
been notified in accordance with the provisions of this Section 23.

             To Employee:              Mohammed G. Abutaleb
                                       7308 Loch Edin Court
                                       Potomac, MD  20854
                                       Facsimile: (301) 365-7016


         To Employer and Parent:   c/o Advanced Remote Communication Solutions,
Inc.
                                       10675 Sorrento Valley Road, Suite 200
                                       San Diego, CA 92121
                                       Facsimile: (619) 657-0101

            With copy to:             Solomon Ward Seidenwurm & Smith, LLP
                                      401 B Street, Suite 1200
                                      San Diego, CA 92101
                                      Attn: Norman L. Smith, Esq.
                                      Facsimile: (619) 231-4755

         Such  notice  will be  treated  as having  been  received  upon  actual
receipt.

24.  Counterparts.  This Agreement may be executed in one or more  counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

25. Applicable Law. This Agreement and the rights and obligations of the parties
hereunder  shall be construed  under,  and governed by, the laws of the State of
California without giving effect to conflict of laws provisions.

26.  Drafting  Ambiguities.  The Parent and each  Party to this  Agreement  have
reviewed and revised this Agreement. The Parent and each Party to this Agreement
have had the  opportunity  to have their  respective  legal  counsel  review and
revise this Agreement.  The rule of construction  that any ambiguities are to be
resolved against the drafting party shall not be employed in the  interpretation
of this Agreement or of any amendments or exhibits to this Agreement. ///







IN WITNESS WHEREOF,  the Parent and the Parties have signed and delivered this
 Agreement  containing eleven (11) pages and the Exhibits
identified in Section 22 above.

                                          EMPLOYER:

ATTEST:                  INNOVATIVE COMMUNICATIONS TECHNOLOGIES, INC.,
                         a Delaware corporation

____________________________                          By: Michael L. Silverman

                                                     /s/   Michael L.Silverman
                                                          Name
                                                          Chairman
                                                          Title
                                                          September 28, 1999
                                                          Date


                                                     EMPLOYEE:

James C. Crichton                           /s/ Mohammed G. Abutaleb
Witness                                        Name  Mohammed G. Abutaleb
                                               September 28, 1999
                                                     Date



The  performance of all of the  obligations of the Employer under this Agreement
is unconditionally guaranteed by Parent.

                                                     PARENT:

ATTEST:                                     ADVANCED REMOTE
                                            COMMUNICATION
                                      SOLUTIONS, INC., a California Corporation

____________________________                         By:/s/Michael L. Silverman
                                                      MICHAEL L.SILVERMAN
                                                      CHAIRMAN
                                                      September 28, 1999






                                   EXHIBIT G.1

                                   DEFINITIONS

         1.       Definitions.  As used in the Agreement, the following terms
shall have the meanings set forth below:

                  1.1.  "Affiliate" shall mean a corporation which,  directly or
indirectly,  controls,  is controlled by or is under common control with Parent,
or  which is a  successor  in  interest  to  Parent,  and for  purposes  hereof,
"Control"  shall mean the  ownership of 50% or more of the voting  shares of the
corporation in question.

                  1.2.     "Agreement" shall mean the Agreement and all Exhibit
 identified in Section 22 thereto.

                  1.3.     "Base Compensation" shall have the meaning assigned
to it in Subsection 5.1 of the Agreement.

                  1.4.     "Benefits" shall have the meaning assigned to it in
Section 6 of the Agreement.

                  1.5.     "Business Opportunity" shall have the meaning
ssigned to it in Section 10 of the Agreement.

                  1.6.     "Confidential Material" shall have the meaning
assigned to it in Section 9 of the Agreement.

                  1.7.     "Employee" shall have the meaning assigned to it in
the introduction located on page 1 of the Agreement.

                  1.8.     "Employer" shall have the meaning assigned to it in
the introduction located on page 1 of the Agreement.

                  1.9.  "Employer's  Business"  shall mean the business that the
Employer conducts as of the execution of the Agreement and through the Term.

                  1.10.    "Good Cause" shall have the meaning assigned to it in
 Subsection 7.4 of the Agreement.

                  1.11.    "Good Reason" shall have the meaning assigned to it
in Subsection 7.5 of the Agreement.

                  1.12.    "herein" or "hereof" refers to the entirety of the
 Agreement and not to a particular provision.

                  1.13.    "ICTI" shall have the meaning assigned to it in
Recital "B" of the Agreement.

                  1.14.    "Merger Agreement" shall have the meaning assigned to
 it in Recital "C" of the Agreement.

                  1.15.    "Parent" shall have the meaning assigned to it in
 the introduction located on page 1 of the Agreement.

                  1.16.    "Parties" shall mean Employee and Employer
 collectively and "Party" means any one of them.

                  1.17.    "Proprietary Information" shall have the meaning
assigned to it in Subsection 10.1 of the Agreement.

                  1.18.    "Qualified Information" shall have the meaning
 assigned to it in Subsection 10.1 of the Agreement.

                  1.19.  "Subsidiary"  shall mean a Corporation,  50% or more of
the  outstanding  voting  shares  of which is owned or  controlled  directly  or
indirectly by the Company, or by Parent, as the case may be.

                  1.20.    "Term" or "Term of Employment" shall have the
 meaning assigned to it in Section 4 of the Agreement.

                  1.21.   "Termination  Date"  shall  mean  the  date  on  which
Employee's  Term of Employment  ends as provided in Section 4 of the  Agreement.
The Agreement  shall also terminate as of the Termination  Date,  subject to the
survival provision set forth in Section 12 of the Agreement.

                  1.22.    "total and permanent disability" shall have the
meaning assigned to it in Subsection 7.3 of the Agreement.

Whenever  the  context  so  requires  in the  Agreement,  all words  used in the
singular  shall be  construed  to have been used in the plural (and vice versa),
each  gender  shall be  construed  to include  any other  genders,  and the word
"person" shall be construed to include a natural person, a corporation,  a firm,
a partnership,  a joint venture,  a trust, an estate or any other entity.  Where
used in the  Agreement,  the terms  "include"  or  "including"  mean  include or
including, as applicable, without limitation.





                                   EXHIBIT G.2

                                EMPLOYEE'S DUTIES

Title:   President

Duties:

         Generally  devoting  all of  Employee's  productive  time,  ability and
attention to the business of the Employer including:

1. Duties  consistent with the duties of a President of a Subsidiary of a Public
Company.

2.  Preparing  budgets and  operating  reports to  immediate  supervisor  and if
necessary to the Board of Directors.

3. Supervising senior staff of ICTI.

4. Maintaining corporate ethical standards.

5. Seeking out new opportunities in related fields.

6. Representing Parent Company when requested at meetings on the East Coast.