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                                                                  EXHIBIT 10.28



                                    AGREEMENT

         This Agreement, dated as of October 2, 1999 is made by and between
Focus Affiliates, which was formerly known as Intellicell Corp. ("Focus"), and
Ben Neman, with reference to the following facts:

         A. Ben Neman and Focus entered into an Agreement, dated as of April 21,
1999, which was amended by Ben Neman and Focus as of April 30, 1999 (the
"Settlement Agreement").

         B. Focus has sold merchandise to Cellular Specialists ("CS") for which
Focus asserts that there is an unpaid balance owing to Focus of $109,320 (the
"CS Unpaid Balance") and that CS is delinquent in paying the CS Unpaid Balance.

         C. As of April 21, 1999 Ben Neman held options to purchase 12,000
shares of Focus common stock at $5.50 per share (the "Ben Neman Options").

         D. On October 31, 1996, Focus granted Bob Neman an option to purchase
35,000 shares of Focus common stock at $5.00 per share (the "Bob Neman Options")
pursuant to a NonQualified Stock Option Agreement dated as of October 31, 1996,
and none of the Bob Neman Options have been exercised to date.

         E. Ben Neman has informally asserted certain claims (the "Reputational
Claims") against Focus and certain of its officers in connection with a
newspaper article that appeared in The Daily News on May 5, 1999 and various
alleged oral representations concerning Mr. Neman's performance as an officer
and director of Focus made by Focus through these officers to third parties.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties to this Agreement hereby agree as follows:

         1. Payment to Neman.

            Focus will make 15 monthly payments to Ben Neman of $14,583.33, each
commencing on November 1, 1999. These payments will discharge in full Focus's
obligation to make any further payments to Ben Neman under paragraph 3(b) of the
Settlement Agreement. All other provisions of the Settlement Agreement will
remain in full force and effect. Focus shall issue Ben Neman a Form 1099 at the
end of each year for the dollar amounts actually received by him from Focus in
that year.

         2. Discharge of CS Unpaid Balance. Pursuant to a separate agreement
between CS and Bob Neman, on the one hand, and Focus, on the other hand, CS and
Bob Neman shall have no further obligation to pay any amounts to Focus for the
CS Unpaid Balance, which will be assigned in full to Ben Neman pursuant to this
Agreement. Bob





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Neman hereby releases and discharges Focus and its officers, directors,
shareholders, attorneys and other representatives from and against any claims or
damages that they may have in connection with their purchase of merchandise from
or sale of merchandise to Focus.

         3. Stock Options. Ben Neman and Focus hereby acknowledge and agree that
the Ben Neman Options have expired. Bob Neman hereby acknowledges and agrees
that the Bob Neman Options are hereby cancelled.

         4. Release of Reputational Claims. Ben Neman hereby agrees to waive and
release and discharge Focus and all of its officers, directors, shareholders,
attorneys and other representatives from and against any and all of the
Reputational Claims and to not assert any of these claims against Focus or any
of its officers, directors, shareholders, attorneys or other representatives.

         5. Written Consent. Ben Neman hereby waives any appraisal rights he may
have in connection with Focus's acquisition of CWI, which was approved by
Focus's stockholders at its September 29, 1999 Annual Meeting of Stockholders.
Upon signing this Agreement, Ben Neman will sign a Written Consent of
Stockholders in the form attached hereto as Exhibit A.

         6. Representations and Warranties.

            (a) Independent Legal Advice. Each party to this Agreement
represents, warrants and agrees that he or it has received independent legal
advice from his or its attorneys with respect to the advisability of executing
this Agreement.

            (b) No Other Representation. Each party to this Agreement
represents, warrants and agrees that, in executing this Agreement, he or it has
relied solely on the statements expressly set forth within this Agreement. Each
party to this Agreement further represents, warrants and agrees that, in
executing this Agreement, he or it has placed no reliance whatsoever on any
statement, representation or promise of any other party, or any other person or
entity, that is not expressly set forth within this Agreement, or upon the
failure of any other party, or any other person or entity, to make any
statement, representation or disclosure of anything whatsoever.

            (c) Authority. Each party to this Agreement represents, warrants and
agrees that he or it has the full right, power and authority to execute this
Agreement and that the person executing this Agreement on his or its behalf has
the full right, power and authority to commit and to bind that party fully to
the terms of this Agreement.

         7. General.

            (a) California Law Governs. This Agreement shall be construed and
enforced in accordance with, and governed by, the internal, substantive laws of
the State of California. Any lawsuits filed to enforce any provision of this
Agreement by any party hereto shall be filed in the Superior Court for the State
of California, County of Los Angeles.



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            (b) Litigation Fees. The prevailing party in any litigation with
respect to this Agreement will be entitled to recover his or its reasonable
attorneys fees and costs.

            (c) No Presumption From Drafting. This Agreement has been negotiated
at arm's-length between persons knowledgeable in the matters set forth within
this Agreement. Accordingly, given that all parties have had the opportunity to
draft, review and/or edit the language of this Agreement, no presumption for or
against any party arising out of drafting all or any part of this Agreement will
be applied in any action relating to, connected with or involving this
Agreement. In particular, any rule of law, including, but not limited to,
Section 1654 of the California Civil Code Section, or any other statutes, legal
decisions, or common law principles of similar effect, that would require
interpretation of any ambiguities in this Agreement against the party that has
drafted it, is of no application and is hereby expressly waived. The provisions
of this Agreement shall be interpreted in a reasonable manner to effect the
intentions of the parties.

         IN WITNESS WHEREOF, the parties to this Agreement have approved and
executed this Agreement as of the date set forth above.


                                        /s/ Ben Neman
                                        ----------------------------------------
                                        Ben Neman


                                        Focus Affiliates, Inc.


                                        By: /s/ David Kane
                                           -------------------------------------

                                        Its: Chief Financial Officer
                                            ------------------------------------




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                                    EXHIBIT A

                    ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
                       OF A MAJORITY OF OUTSTANDING SHARES
                                 OF FOCUS CORP.
                                November 3, 1999

         Pursuant to the applicable provisions of the Delaware Corporation Law
and the Bylaws of Focus Corp. (the "Corporation"), the undersigned stockholders
(the "Majority Stockholders"), hereby take the following action and adopt the
following preambles and resolutions as if said actions and resolutions were
adopted at a duly constituted meeting of stockholders held on this date:

         WHEREAS, the Majority Stockholders hold in the aggregate in excess of
         50% of the outstanding shares of the Corporation; and

         WHEREAS, the Majority Stockholders desire to approve (a) the
         Corporation's offering (the "Offering") of $5,000,000 principal amount
         of convertible subordinated notes (the "Notes") and the conversion of
         the Notes into shares of the Company's common stock and warrants to
         purchase common stock, with the terms of the Offering (including the
         terms for conversion of the Notes) to be substantially as set forth in
         Exhibit A hereto, with such modifications to such terms as shall be
         approved by the Corporation's Board of Directors and which are not, in
         the aggregate, materially less favorable to the Corporation than those
         set forth in Exhibit A hereto; and (b) the Corporation's financing (the
         "Financing") through its issuance to Critical Capital Growth Fund, L.P.
         of $1,000,000 principal amount of senior subordinated notes and
         warrants to purchase 150,000 shares of the Corporation's common stock,
         with the terms of the financing to be substantially as set forth in
         Exhibit B hereto, together with such modifications to such terms as
         shall be approved by the Corporation's Board of Directors and which are
         not, in the aggregate, materially less favorable to the Corporation
         than those set forth in Exhibit B hereto;

         NOW THEREFORE BE IT RESOLVED, that the Offering (including the terms
         for conversion of the Notes) and the Financing and the transactions
         contemplated thereunder be and hereby are approved; and

         FURTHER RESOLVED, that any officer of the Corporation is hereby
         authorized and empowered to prepare, execute and deliver all such
         documents and instruments and to take all such actions as he deems
         necessary or advisable in order to carry out and perform any or all of
         the matters authorized in the foregoing resolutions; and



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         FURTHER RESOLVED, that any and all lawful acts that any officer of the
         Corporation has taken, and any and all agreements or other instruments
         that any officer of the Corporation has executed on behalf of the
         Corporation, up to and including the date hereof, with regard to any of
         the transactions or matters authorized by any or all of the foregoing
         resolutions, are hereby ratified, confirmed, adopted and approved.

         This Action by Written Consent of Majority Stockholders may be signed
in one or more counterparts. The Secretary of the Corporation is hereby
instructed to place the original of this Action by Witness Consent of Majority
Stockholders in the minutes of this Corporation.

         Executed as of the 3rd day of November, 1999.


MAJORITY STOCKHOLDERS:


----------------------------------         -------------------------------------
Ben Neman                                  Carroll Edwards


----------------------------------         -------------------------------------
Meir Abramov                               Christopher Williams


----------------------------------         -------------------------------------
Paul Skjodt                                Chandler Williams


----------------------------------         -------------------------------------
Edward Kowlowitz                           Cooper Williams



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