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                     ELECTRONICS COMMUNICATIONS CORPORATION 
                                  10 PLOG ROAD
                           FAIRFIELD, NEW JERSEY 07004

                                                       TELEPHONE (201) 808-8862
                                                       FACSIMILE (201) 808-8865

                                                    October 7, 1996

Emerging Growth Technologies, Inc.
369 Lexington Avenue
New York, NY  10017 

Gentlemen:

     This is to confirm that heretofore Electronics Communications Corp. ("ECC")
and its wholly-owned subsidiary, Personal Communications Network, Inc. ("PCN")
have retained the services of Emerging Growth Technologies, Inc. ("EGT") and
Andrew James ("James") to provide financial consulting and advisory services to
ECC and PCN including, without limitation, general advise with respect to
financing, acquisition, joint venture or other corporate transactions which ECC
and PCN are currently contemplating g or which they may consider at a future
time.

     In connection with the foregoing, EGT and James have introduced ECC and PCN
to such parties as Emerson Radio Corp., Teletek, Inc., Solomon Brothers, and
others and have consulted with ECC and PCN on other corporate matters.  In
consideration of the foregoing and the services rendered by the undersigned to
date, PCN is herewith issuing to EGT 8 shares of its common stock and to James,
2 shares of its common stock, which shares of common stock equal 10% of the
issued and outstanding common stock of PCN (the "Shares") giving affect to the
within transaction.  ECC and PCN represent and warrant to the undersigned that
the issuance of the Shares to the undersigned was duly authorized by PCN and ECC
and the Shares are validly issued, fully paid and non-assessable.  Further, ECC
and PCN warrant that PCN has only one (1) class of capital stock authorized; to
wit, its common stock and there are no shares of common stock issued and
outstanding as of the date hereof.

     The parties agree that on and after the date hereof, if PCN shall issue any
further shares of its capital stock or any securities convertible into shares of
its capital stock, it will allow EGT and James the right to subscribe to such
additional shares of PCN's capital stock so that each of EBT and James may
maintain their current percentage of equity ownership in PCN.

     The parties agree that the certificate evidencing the Shares shall bear the
following legend:

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED 
UNDER THE SECURITIES ACT OF 1933.  AS AMENDED (THE "ACT") AND MAY NOT BE SOLD 
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN

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EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL 
SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
     
     If the foregoing fairly reflects our agreement, please be so kind as to
sign this letter where indicated below.

               Very truly yours,

               Emerging Growth Technologies, Inc. 

               By:  /S/ Martine Amen
                       -----------------------------
                       Martine Amen, Asst. Secretary


AGREED AND CONSENTED TO: 

Electronics Communications Corp.

By: /S/ William S. Taylor
       ---------------------------
       William S. Taylor, President


Personal Communications Network, Inc.


By: /S/ William S. Taylor
        ---------------------------- 
        William S. Taylor, President