Exhibit 10.6

                                    AGREEMENT

                                     PARTIES

     This  Agreement  is made on 16 April  1999 by and  between  the  following:
Radio,  Computer &  Telephone  Corporation,  a Minnesota  corporation  ("RC&T");
Samjin Co.,  Ltd.,  a  corporation  organized  under the laws of the Republic of
Korea ("Samjin");  CBCom, a California corporation ("CBCom");  Jade Mass, a Hong
Kong corporation  ("Jade Mass");  Marcus A. Krieter  ("Krieter");  Pyung Kil Kim
("Kim"); Max Sun ("Sun"); and Steven Meadows ("Meadows"). These parties shall be
referred to collectively as "the Settling Parties."

                                    RECITALS

A.    The  Settling  Parties  are some of the parties to the civil action styled
An v.  California  Korea Bank,  Superior Court of California,  County of Orange,
case number 77-72-64 ("the Action").

B.    The  following  arc  some  of the pleadings on file in the Action: (1) the
cross-complaint  of  Samjin  against  RC&T,   Krieter,   and  others  ("Samjin's
cross-complaint");  (2) the cross-complaint of' RC&T and Krieter against Samjin,
CBCom,  Kim,  Sun,  Gene Sun, and others  ("RC8iT's  cross-complaint");  (3) the
cross-complaint  of CBCom,  Jade Mass, Sun, and Gene Sun against  Samjin,  RC&T,
Krieter, and others ("CBCom's cross-complaint");  and (4) the respective Answers
filed by the Settling Parties and others to those cross-complaints. The Settling
Parties enter into this  Agreement  with  reference to the  allegations in those
pleadings.  The disputes between the Settling Parties relate to their efforts to
develop, manufacture, and sell one or more "pager" products.

C.    On  the  terms and conditions stated below, the Settling Parties intend by
this Agreement to resolve all disputes  existing between them and enter into new
agreement  for  commercial  exploitation  of pager  products  on the  terms  and
conditions  stated  below.  Except as expressly  provided to the  contrary,  the
Settling  Parties  also intend that this  Agreement  will  resolve all claims as
among them.  The Action  includes  other claims  involving  some of the Settling
Parties and others.  The Settling Parties do not intend to resolve,  compromise,
or limit any of those  other  claims  asserted  in the  Action  but not made the
express subject of this Agreement.  All such other claims are expressly reserved
and preserved.

D.    Samjin  and  CBCom  have  entered  into  a  separate  agreement concerning
development,  manufacturing,  and  sale of  pager  products  ("the  Samjin-CBCom
Agreement").  Nothing in this Agreement is intended to modify, amend, terminate,
or otherwise affect the Samjin-CBCom Agreement.

E.    RC&T owns certain  technology and other  proprietary  rights  regarding  a
computerized  pager.  These  shall  be  referred  to as  the  "RC&T  Proprietary
Technology" in this Agreement.


F.    Part of the licenses granted below includes purchases of a pager component
called  the "MCU"  through a  "Purchasing  Agent" of RC&T and  Krieter,  both as
defined more  particularly in the sections "Royalty Payment  Procedures"  below.
For all purposes of this  Agreement,  the phrase "the 10K Date" means the day on

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which the Purchasing Agent receives a royalty payment which includes payment for
the ten thousandth (10,000th) MCU acquired pursuant to this Agreement.

                          TECHNOLOGY LICENSE TO SAMJIN

1.   RC&T and Krieter grant and license to Samjin the non-exclusive right to use
all or any part of the  RC&T  Proprietary  Technology  in  pager  products  sold
throughout the world, excepting only medical-related  applications, on the terms
and conditions  stated in this Agreement.  Samjin's license includes the current
project designated by Samjin as "Cyber-X" and any other pager products developed
at any other time.  RC&T and Krieter  understand and agree the pagers subject to
this  license  may be sold under brand or product  names  other than  "Cyber-X,"
provided  Samjin may not use the term  "AirTrak" as to any product.  The license
granted to Samjin  commences  on 1 March  1999 and  expires on the date ten (10)
years  after  the  10K  Date  unless   extended  by  subsequent   agreement.   A
"medical-related application" means a pager designed and intended for use in the
medical community to transmit patient-care information.

2.    The  RC&T  Proprietary  Technology  licensed pursuant to this Agreement is
limited to that received by CBCom and Samjin as part of prior business  dealings
between  them,  RC&T,  and  Krieter.  Nothing in this license  requires  RC&T or
Krieter to  transfer  additional  RC&T  Proprietary  Technology,  documents,  or
information of any kind, or to cooperate  with Samjin  concerning any use it may
choose to make of the RC&T Proprietary Technology pursuant to the license.

3.    Samjin  will  pay  a  royalty to RC&T of US $2.25 per pager, in the manner
described in the section "Royalty Payment  Procedures" below, for any pager made
or caused to be made by licensee,  without  regard to whether  RC&T  Proprietary
Technology is used therein,  for the 3-year royalty period commencing on the 10K
Date. No royalty or other  consideration shall be due as to any technology after
the 3-year period expires for the duration of the licensed parties' rights under
this Agreement.  Each pager  manufactured or caused to be manufactured by Samjin
during the royalty period shall be made in full  compliance  with  paragraphs 19
through 30 of this Agreement.

4.    Samjin will pay US $40,000.00 to RC&T and Krieter within ten (10) business
days after  execution of this  Agreement.  This Agreement will not be effective,
and shall be of no force or effect, without the full and timely payment provided
for in this  paragraph 4.  Payment  shall be made by wire  transfer  sent in the
ordinary  course of  commercial  business  to the James D.  White  Client  Trust
Account,  Wells Fargo Bank, Ocean Avenue Branch, 260 Ocean Avenue, Laguna Beach,
California 92651, account #0372177667, bank wire ID #121000248. RC&T and Krieter
will absorb the usual and customary  incoming  transaction costs assessed by Mr.
White's  bank for  payment by wire  transfer.  Samjin will not cause any charges
outside the ordinary course of commercial  business to be imposed for receipt of
the funds.  Disbursal of the funds will be a matter between RC&T,  Krieter,  and
their attorneys, with which Samjin shall not be concerned.

5.   Samjin makes no claim to ownership of the RC&T Proprietary Technology. RC&T
and Krieter make no claim to ownership of any technology developed by, owned by,
or  otherwise  under  license to  Samjin,  excepting  only the RC&T  Proprietary
Technology. Except as provided above, nothing in this license provision shall be
deemed to restrict: (i) the rights of RC&T and Krieter to use RC&T's Proprietary
Technology  in any  product,  including  in pagers,  in any market;  or (ii) the
rights  of Samjin  to  develop,  manufacture,  and sell any  pager  product  not


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including RC&T's Proprietary Technology in any market. Nothing in this Agreement
shall be deemed to restrict  the rights of Samjin to develop,  manufacture,  and
sell any product not utilizing RC&T's Proprietary Technology, other than pagers,
in any market.

6.    Samjin  understands and agrees that verification of royalty payments as to
timeliness,  accuracy,  and completeness is an important  consideration for RC&T
and Krieter. During the 3-year royalty period: (a) Samjin will keep complete and
accurate books and records with respect to the  manufacture  and sales of pagers
subject  to this  license  provision;  and (b) it will also open and  maintain a
separate  journal  account  titled "Sales of Pagers" ("the Journal  Account") to
record all such sales,  A true and correct  copy of the Journal  Account for the
preceding  sixty (60) days shall be furnished in bard copy or in digital  format
with or at the same time as each royalty  payment.  On 10-days'  notice RC&T may
audit the books and records of Samjin to verify  compliance with the obligations
under this  license.  The audit may be done by such  persons as RC&T  designates
other than  Krieter or any person who has been within the last five (5) years or
who is an  employee of RC&T or Krieter.  Samjin  will  cooperate  fully with the
audit.  Because the audit may reveal proprietary  information,  RC&T and Krieter
agree the audit may be conducted only for the purpose  identified  above and for
no other purpose.  The results of the audit, any writings  furnished pursuant to
the audit,  and any and all work  papers and other  records in  whatever  format
concerning the audit shall be maintained in confidence by the auditor, RC&T, and
Krieter,  and not used for any  purpose  other  than to verify and  enforce  the
audited  party's  compliance  with its royalty  obligations  under this  license
provision. Any breach of the confidentiality  provisions of this paragraph shall
also constitute a misappropriation  of Samjin's trade secrets.  Each auditor and
each person  participating in the audit on behalf of RC&T or Krieter shall agree
in writing to the  confidentiality  provisions  of this  paragraph  before being
allowed to begin work. The cost of the audit shall be borne by RC&T and Krieter;
provided  the cost of the audit shall be shifted to Samjin if the audit  reveals
an actual and material  underpayment  of royalties  due under this  license.  An
underpayment  shall be  "material"  if it exceeds  five (5) percent of royalties
paid by the audited party during the preceding twelve (12) months. A copy of any
audit report delivered to RC&T or Krieter shall also be delivered to the audited
party.  Actual underpayment of royalties due revealed by the audit shall be paid
by the audited party together with ten (10) percent interest  forthwith.  Actual
overpayment  of  royalties  due  revealed by the audit may be  recouped  only as
offsets  against future  royalties due and shall not bear  interest.  Nothing in
this license, including but not limited to the audit rights granted above, shall
require Samjin to make available  records other than its own business records or
to permit or to  facilitate  inquiries  directed to their  customers.  The audit
rights of RC&T and  Krieter  extend only to Samjin and not to its  suppliers  or
customers. Samjin's customer lists and supplier lists and the volume and pricing
of pagers sold to Samjin's  customers  constitute trade secrets of Samjin.  RC&T
and Krieter shall not interfere with the valuable economic relationships between
Samjin and its suppliers or customers.

7.    The license  and related rights granted to Samjin shall be independent of,
and  separate  and  distinct  from,   any license and related rights granted to
CBCom. A breach by CBCom, Jade Mass, Sun, Meadows, or Gene Sun, of any provision
of this Agreement on  their  part to be performed shall not give RC&T or Krieter
any right to  suspend,  rescind, cancel, or otherwise terminate Samjin's license
and  related  rights,  suspend  any  part  of their performance as to Samjin, or
rescind,  cancel, or otherwise terminate this Agreement as to Samjin.


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8.     The  rights  and  royalties  granted  in  this license shall not be sold,
assigned, hypothecated,  or  transferred  without the prior  written  consent of
the other parties to this license.

                           TECHNOLOGY LICENSE TO CBCOM

9.    RC&T and Krieter grant and license to CBCom the non-exclusive right to use
all or any part of the  RC&T  Proprietary  Technology  in  pager  products  sold
throughout the world excepting only medical-related  applications,  on the terms
and conditions  stated in this Agreement.  CBCom's license  includes the current
project  designated  by  Samjin as  "Microtron"  and any  other  pager  products
developed at any other time.  RC&T and Krieter  understand  and agree the pagers
subject to this  license  may be sold under  brand or product  names  other than
"Microtron,"  provided  CBCom may not use the term  "AirTrak" as to any product.
The license  granted to CBCom  commences on 1 March 1999 and expires on the date
ten  years  after  the 10K Date  unless  extended  by  subsequent  agreement.  A
"medical-related application" means a pager designed and intended for use in the
medical community to transmit patient-care information.

10.     The  RC&T  Proprietary Technology licensed pursuant to this Agreement is
limited to that received by CBCom and Samjin as part of prior business  dealings
between  them,  RC&T,  and  Krieter.  Nothing in this license  requires  RC&T or
Krieter to  transfer  additional  RC&T  Proprietary  Technology,  documents,  or
information  of any kind, or to cooperate  with CBCom  concerning any use it may
choose to make of the RC&T Proprietary Technology pursuant to the license.

11.     CBCom  will  pay a royalty  to RC&T of US $2.25 per pager, in the manner
described in the section Royalty Payment  Procedures"  below, for any pager made
or caused to be made by licensee,  without  regard to whether  RC&T  Proprietary
Technology is used therein,  for the 3-year royalty period commencing on the 10K
Date. No royalty or other  consideration  shall be payable as to any  technology
after the 3-year period expires for the duration of the licensed parties' rights
under this  Agreement.  Each pager  manufactured or caused to be manufactured by
CBCom during the royalty period shall be made in full compliance with paragraphs
19 through 30 of this Agreement.

12.    CBCom, Sun and Meadows make no claim to ownership of the RC&T Proprietary
Technology.  RC&T  and  Krieter  make no claim to  ownership  of any  technology
developed by, owned by, or otherwise  under  license to CBCom,  Sun, or Meadows,
excepting  only the RC&T  Proprietary  Technology.  Except  as  provided  above,
nothing in this license provision shall be deemed to restrict: (i) the rights of
RC&T and Krieter to use RC&T' s Proprietary Technology in any product, including
in pagers, in any market;  or (ii) the rights of CBCom to develop,  manufacture,
and sell any pager product not including  RC&T's  Proprietary  Technology in any
market.  Nothing in this  Agreement  shall be deemed to  restrict  the rights of
CBCom to  develop,  manufacture,  and  sell any  product  not  utilizing  RC&T's
Proprietary Technology, other than pagers, in any market.

13.     CBCom understands and agrees that verification of royalty payments as to
timeliness,  accuracy,  and completeness is an important  consideration for RC&T
and Krieter.  During the 3-year royalty period: (a) CBCom will keep complete and
accurate books and records with respect to the  manufacture  and sales of pagers
subject  to this  license  provision;  and (b) it will also open and  maintain a
separate  journal  account  titled "Sales of Pagers" ("the Journal  Account") to
record all such sales.  A true and correct  copy of the Journal  Account for the


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preceding  sixty (60) days shall be furnished in hard copy or in digital  format
with or at the same time as each royalty  payment.  On 10-days'  notice RC&T may
audit the books and records of CBCom to verify  compliance  with the obligations
under this  license.  The audit may be done by such  persons as RC&T  designates
other than  Krieter or any person who has been within the last five (5) years or
who is an  employee  of RC&T or  Krieter.  CBCom will  cooperate  fully with the
audit.  Because the audit may reveal proprietary  information,  RC&T and Krieter
agree the audit may be conducted only for the purpose  identified  above and for
no other purpose.  The results of the audit, any writings  furnished pursuant to
the audit,  and any and all work  papers and other  records in  whatever  format
concerning the audit shall be maintained in confidence by the auditor, RC&T, and
Krieter,  and not used for any  purpose  other  than to verify and  enforce  the
audited  party's  compliance  with its royalty  obligations  under this  license
provision. Any breach of the confidentiality  provisions of this paragraph shall
also constitute a  misappropriation  of CBCom's trade secrets.  Each auditor and
each person  participating in the audit on behalf of RC&T or Krieter shall agree
in writing to the  confidentiality  provisions  of this  paragraph  before being
allowed to begin work. The cost of the audit shall be borne by RC&T and Krieter;
provided the cost of the audit shall be shifted to CBCom if the audit reveals an
actual  and  material  underpayment  of  royalties  due under this  license.  An
underpayment  shall be  "material"  if it exceeds  five (5) percent of royalties
paid by the audited party during the preceding twelve (12) months. A copy of any
audit report delivered to RC&T or Krieter shall also be delivered to the audited
party.  Actual underpayment of royalties due revealed by the audit shall be paid
by the audited party together with ten (10) percent interest  forthwith.  Actual
overpayment  of  royalties  due  revealed by the audit may be  recouped  only as
offsets  against future  royalties due and shall not bear  interest.  Nothing in
this license, including but not limited to the audit rights granted above, shall
require CBCom to make available  records other than its own business  records or
to permit or to  facilitate  inquiries  directed to their  customers.  The audit
rights of RC&T and  Krieter  extend  only to CBCom and not to its  suppliers  or
customers.  The identities of the suppliers or customers of CBCom and the volume
and pricing of pagers sold to the  customers  constitute  trade secrets of CBCom
except as otherwise in the public  domain.  RC&T and Krieter shall not interfere
with the valuable  economic  relationships  between  CBCom and its  suppliers or
customers.

14.     The license and related rights granted to CBCom shall be independent of,
and separate  and  distinct  from,  any  license  and related  rights granted to
Samjin.  Except  as  to the payment due under paragraph 4, a breach by Samjin or
Kim of any provision  of  this Agreement on their part to be performed shall not
give  RC&T  or  Krieter  any  right  to suspend,  rescind,  cancel, or otherwise
terminate  CBCom 'S  license  and  related  rights,  suspend  any  part of their
performance  as  to  CBCom,  or  rescind,  cancel, or  otherwise  terminate this
Agreement as to CBCom.

15.     The  rights  and  royalties  granted  in this license shall not be sold,
assigned,  hypothecated, or transferred without the prior written consent of the
other parties to this license.

16.   A third party known as "Locklear," purportedly be a Hong Kong corporation,
has made  claims  against  CBCom,  Jade Mass,  Sun,  Gene Sun,  RC&T and Krieter
arising from a  transaction  in which RC&T  purported to deliver 2,000 pagers to
Locklear. Locklear claims it did not receive all 2,000 pagers despite payment in
full for that number of units.  This claim  shall be referred to as  "Locklear's


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Claim" in this paragraph.  RC&T and Krieter deny liability for Locklear's  Claim
on the ground,  among others,  that CBCom, Jade Mass, Sun, Meadows,  or Gene Sun
received a certain  number of pagers  that should be included in the 2,000 units
deliverable  to Locklear.  As part of its  consideration  for  execution of this
Agreement,  CBCom will negotiate with Locklear,  but in any event,  CBCom,  Jade
Mass, Meadows, and Sun shall satisfy Locklear's Claim, and hold RC&T and Krieter
harmless from and indemnify and defend them from and against  Locklear's  Claim,
all at no  cost or  expense  to RC&T  and  Krieter.  RC&T,  Krieter,  and  CBCom
recognize that this paragraph will require CBCom to complete a negotiation  with
Locklear and that as such the timing of resolution of the Locklear  Claim cannot
be determined at this time. CBCom will commence negotiations  forthwith and work
to achieve a resolution in due course.  The  provisions of this paragraph may be
kept confidential from Locklear in CBCom's sole discretion for the 70-day period
after execution and delivery of this Agreement.  Nothing in this provision shall
be deemed to make  Locklear a third party  beneficiary  of any rights under this
Agreement.  During  the 70-day  period  after  execution  and  delivery  of this
Agreement,  RC&T and Krieter will not contact Locklear by any means, directly or
indirectly,  after  execution of this Agreement,  except to execute  appropriate
settlement documents relating to Locklear' s Claim as tendered to them by CBCom.
RC&T and Krieter represent and warrant neither has been in contact with Locklear
at any time  during  the last  sixty  (60) days and  neither  knows of any legal
action or arbitration  proceeding  instituted on or including  Locklear's Claim.
Nothing in this provision extends to any other right, demand, or cause 01 action
of  Locklear  not  within  "Locklear's  Claim" as  defined  above.  CBCom has no
obligation to reimburse RC&T or Krieter for attorneys'  fees incurred to date in
connection with  Locklear's  Claim or for attorneys' fees that might be incurred
in the future to review  settlement  documentation  submitted for  resolution of
Locklear's  Claim.  The rights and duties arising under this  paragraph  concern
CBCom,  Jade Mass,  Sun,  Meadows,  RC&T,  and Krieter,  only, and not any other
Settling Party including but not limited to Samjin.

                                NAFTA TRANSACTION

17.     The  parties  agree  to  negotiate  in  good  faith regarding a proposed
transaction  for purchase and sale of pagers in North America.  Otherwise  there
are no rights or duties with respect to the proposed transaction at this time.

                           ROYALTY PAYMENT PROCEDURES

18.  This  section  "Royalty  Payment  Procedures"  applies  to  any   and   all
transactions  made  pursuant  to either  the  license  granted  to Samjin or the
license granted to CBCom on which a royalty is due.

19.  RC&T  and  Krieter believe their rights to royalty payments pursuant to the
licenses  granted  above may best be protected by payment of the royalty as to a
pager at the time a licensed party acquires a key component  generally  known as
the micro  control  unit (the  "MCU").  These  parties  insist  that MCUs not be
purchased  directly by a licensed party from the  third-party  vendor,  but that
they instead be purchased through an intermediary,  so that a licensed party may
not avoid payment of a royalty by  concealing  purchases.  All Settling  Parties
agree to the purchase and payment procedures  described below to accommodate the
requests of RC&T and Krieter,

20. (A) A "Purchasing  Agent" designated  jointly by RC&T,  Krieter,  CBCom, and
Samjin  shall  act  as  the  intermediary  between  a  licensed  party  and  the
third-party  vendor  of the MCUs at all times  from this date to the date  three

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years after the 10K Date. The Purchasing  Agent:  (i) shall be the dual agent of
RC&T and Krieter and each licensed party (CBCom,  Samjin, or both) consenting to
and  selecting  that  Purchasing  Agent;  (ii)  shall be a natural  person and a
permanent  resident of the State of  California;  and (iii) shall serve  without
compensation  from any licensed party including  Samjin and CBCom,  but may seek
compensation from RC&T,  Krieter,  or counsel to RC&T or Krieter.  All costs and
expenses of the Purchasing  Agent shall be borne by the  Purchasing  Agent or by
RC&T or Krieter;  neither  CBCom nor Samjin  shall be  responsible,  directly or
indirectly,  for any cost or expense of the Purchasing  Agent.  Each  Purchasing
Agent shall be required to sign a copy of this Agreement agreeing to be bound by
the terms of this section  "Royalty Payment  Procedures," the paragraph  calling
for arbitration, and the section "Notices", and shall be required to sign a copy
of the  Submission  Agreement  attached as Exhibit A to this  Agreement,  before
assuming his or her position. These signed writings shall be disseminated to all
parties  participating  in selection of the Purchasing  Agent. All duties of the
Purchasing  Agent  shall be personal as to him or her and may not be assigned or
delegated.

(B) James D. White,  1085 Canyon View Drive,  Laguna Beach,  California,  is the
initial Purchasing Agent. By signing this Agreement in the space indicated,  Mr.
White accepts  appointment and agrees to be bound by the terms and conditions of
this  section   "Royalty  Payment   Procedures,"   the  paragraph   calling  for
arbitration, and the section "Notices." It is agreed that Mr. White may continue
to represent Kyung Y. An, aka David Ahn, and S J Industries, Inc., in connection
with the Action.  It is also agreed that nothing in this section  shall  prevent
Robert Lewin, Esq., from continuing to represent Kyung Y. An, aka David Ahn, S J
Industries, Inc., and Global Industries Corporation in the Action.

(C) A new Purchasing  Agent will be chosen on the  resignation,  disability,  or
death of the  Purchasing  Agent,  on a default  by the  Purchasing  Agent  under
paragraph 22 below,  or as provided  below for an uncured  breach of duty by the
Purchasing  Agent.  A new  Purchasing  Agent may also be selected to replace the
incumbent through the unanimous written agreement of RC&T,  Krieter,  CBCom, and
Samjin.  The selection must be made within ten (10) days after notice from RC&T,
Krieter, CBCom, or Samjin to the others indicating the need for a new Purchasing
Agent and requesting selection.  Failure of both RC&T and Krieter to participate
in the selection  process  within the time required will  constitute a waiver of
their rights under this section  other than the paragraph  entitled  "Substitute
Payment Procedures." RC&T, Krieter, and Samjin may select a new Purchasing Agent
as to Samjin's  license with or without the consent or  participation  of CBCom.
RC&T, Krieter, and CBCom may select a new Purchasing Agent as to CBCom's license
with or without  the  consent or  participation  of Samjin.  Disagreements  over
selection of a Purchasing  Agent  resulting in no incumbent shall be resolved in
arbitration.

21. It shall be a duty and right of the  Purchasing  Agent to  cooperate  with a
licensed  party  in  that  party's  negotiations  with  the  third-party  vendor
supplying MCUs. At a minimum, this requires the Purchasing Agent to provide to a
licensed party, on notice and from time to time, a letter for transmittal to the
third-party  vendor  authorizing the licensed party to conduct  negotiations for
MCUs on behalf of the Purchasing Agent. The Purchasing Agent shall not undertake
negotiations  with the  third-party  vendor  without  the  knowledge  and direct
participation  of a  licensed  party.  A  licensed  party  shall  not  undertake
negotiations  with the third-party  vendor without the knowledge and approval of


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the Purchasing  Agent.  The licensed parties and the Purchasing Agent expect and
intend that MCUs be acquired for the lowest possible price and on the best terms
available from the  third-party  vendor;  they will  cooperate  fully to achieve
those goals.  Notwithstanding this paragraph, and otherwise consistent with this
Agreement,  Samjin may deal with the third-party vendor directly and without the
involvement  of the  Purchasing  Agent  on  technical  matters  not  related  to
negotiations  described above. The Purchasing Agent may by Notice sent from time
to time demand  further  assurances  that Samjin's  contacts  under the previous
sentence do not impinge on the rights of the Purchasing Agent,  RC&T, or Krieter
under this Agreement.


22.  (A) It  shall  be a duty of the  Purchasing  Agent to  accept  and  process
Qualifying  Purchase  Orders for MCUs. A  "Qualifying  Purchase  Order" means an
order in writing  from a licensed  party to purchase a  commercially  reasonable
quantity of MCUs  accompanied by evidence of a letter of credit  satisfactory to
the Purchasing  Agent and covering the purchase  price of the MCUs ordered,  all
freight  and  shipping  costs,  and US $2.25 per MCU in the order as and for the
royalty due to RC&T.  A  Qualifying  Purchase  Order may be  transmitted  to the
Purchasing Agent and Michael Mazur, Esq., by facsimile; the Purchasing Agent and
Mr. Mazur shall each  maintain a facsimile  machine at all times and advise each
licensed party of the facsimile number and any change in the number.  On receipt
of a Qualifying Purchase Order, the Purchasing Agent shall forthwith, and in all
cases within two (2) business days,  place a conforming  purchase order with the
third-party  vendor  calling for delivery of the MCUs to the licensed  party and
confirm the order to the licensed party submitting the Qualifying Purchase Order
by facsimile. Certain disputes concerning this subparagraph shall be resolved in
arbitration under the terms and conditions of the Submission  Agreement attached
to this  Agreement as Exhibit A. The  Submission  Agreement  shall be signed and
delivered  concurrently  with this Agreement.  Disputes to be resolved under the
Submission  Agreement  shall not be subject to  paragraph  30 below the  section
below titled "Dispute Resolution."

(B) All dealings between the Purchasing  Agent and the third-party  vendor shall
be in writing. Any and all discounts, rebates, or financial or other concessions
of any kind granted or allowed by the third-party vendor to the Purchasing Agent
shall be passed through to the licensed party submitting the Qualifying Purchase
Order so that the  licensed  party  receives  the full benefit of all terms made
available by the vendor.

(C) The Purchasing Agent may cause the third-party  vendor to place on MCUs sold
pursuant to this section an  identifying  code,  an  identifying  mark, or both,
known only to the vendor and the Purchasing Agent;  provided such a code or mark
shall only be used to assess the parties'  performance  under this Agreement and
will not compromise or interfere in any way with the operation or  functionality
of the MCU.  All costs and  expenses  associated  with the code or mark shall be
borne by the Purchasing Agent, RC&T, or Krieter, and shall not be passed through
to or in any way made to increase the cost paid by a licensed party.

(D) Any default by the  Purchasing  Agent in his or her  obligations  under this
paragraph, or any of its subparagraphs,  shall be non-curable,  may be waived by
the licensed  party in writing,  but  otherwise  shall be grounds for  immediate
selection of a new Purchasing  Agent as provided in paragraph 20. The Purchasing
Agent shall not be in default  under  subparagraph  (A) above with  respect to a


                                       8
<PAGE>
dispute to be resolved  under the  Submission  Agreement  unless the  Purchasing
Agent  fails to comply  with an award  issued  under the  Submission  Agreement.
Paragraph 30 below does not apply to defaults under this paragraph or any of its
subparagraphs.



23. It shall be a duty of the Purchasing Agent to cause the royalties to be paid
to RC&T from the  proceeds  of the  letters of credit  accompanying  a Qualified
Purchase  Order at such time as the  third-party  vendor draws on the letters of
credit as to the MCUs purchased. All such royalties shall initially be deposited
into the James D. White Client Trust Account upon payment.  A different  initial
depositary  may be designated by notice  signed by RC&T,  Krieter,  and James D.
White.  RC&T and Krieter  agree the  provision  for payment in this manner shall
satisfy the royalty payment  obligations of the licensed parties in paragraphs 3
and 11, above,  regardless of whether or how the Purchasing  Agent  disburses or
accounts for the funds.  Failure of RC&T to receive royalties  otherwise payable
pursuant to this paragraph shall not be a breach of this Agreement by a licensed
party.

24. It shall be a duty of the  Purchasing  Agent to obtain from the  third-party
vendor all  warranties  agreed to in  negotiations  with the vendor and to cause
those  warranties to attach to the goods purchased  pursuant to this section for
delivery to a licensed party.

25. It shall be a duty of the Purchasing  Agent to accept and process  defective
MCUs  acquired  pursuant to this section and use best efforts in a  commercially
reasonable manner to obtain a refund or credit from the third-party vendor as to
all such  defective  goods.  The Purchasing  Agent shall direct the  third-party
vendor to pay all refunds by check or wire  transfer  directly  to the  licensed
party which  submitted the Qualifying  Purchase Order as to such goods.  Refunds
paid to the Purchasing Agent despite his or her best efforts to have the refunds
paid to the  applicable  licensed  party shall  immediately  be paid over to the
licensed party,  in the manner the licensed party  reasonably  directs,  without
offset or deduction.  All credits shall be made  available to the licensed party
which  submitted  the  Qualifying  Purchase  Order as to such goods as to future
Qualifying  Purchase Orders, thus reducing the amount of the letter(s) of credit
to the extent of the third-party vendor's credits. It shall be a further duty of
the  Purchasing  Agent to rebate  to the  licensed  party  which  submitted  the
Qualifying Purchase Order, without discount or deduction, the royalty paid as to
such goods.  The rebate will be paid as a credit on future  Qualifying  Purchase
Orders, thus reducing the amount of the letter(s) of credit to the extent of the
rebate.  Otherwise the rebate will be paid in cash or cash equivalent  delivered
to the  licensed  party  within ten (10)  business  days after  notice  from the
licensed party.

26. It shall be a duty of the Purchasing Agent to make purchases of or otherwise
acquire  MCUs only  through the  third-party  vendor and only to fill  Qualified
Purchase Orders submitted by a licensed party. The MCUs which are the subject of
this section  incorporate  technology  proprietary to and the trade secrets of a
licensed  party.  RC&T and Krieter have no right to such technology in any form.
RC&T and Krieter  shall not acquire  from the  third-party  vendor,  directly or
indirectly, any MCU which is a subject of this section and this Agreement.

27.  It  shall  be a duty  of the  Purchasing  Agent  to so  conduct  his or her


                                       9
<PAGE>
relations with the third-party vendor as to avoid any circumstance that might or
would cause the third-party vendor to cease dealing with the Purchasing Agent or
impose on the  Purchasing  Agent any term or  condition  of future  dealings not
agreed to in writing by the licensed parties.

28. It shall be a duty of the  Purchasing  Agent to keep and  maintain  full and
accurate  books and  records  of his or her  activity  in that  capacity.  RC&T,
Krieter, CBCom, or Samjin may inspect and copy the Purchasing Agent's records at
their sole expense on 10-day's  notice to the Purchasing  Agent.  The inspection
shall occur at the Purchasing Agent's regular place of business,  the Purchasing
Agent's  residence,  or such other  place  within Los  Angeles  County or Orange
County as reasonably  designated by the Purchasing  Agent. It shall be a further
duty of the Purchasing  Agent to cooperate with a licensed party in its requests
for documents and  information  from the third-party  vendor,  including but not
limited to giving  authorization for release of documents and information to the
licensed party concerning transactions involving the licensed party. But nothing
in this paragraph  shall require the Purchasing  Agent or third-party  vendor to
provide any  information  concerning  any secret code or mark used in connection
with MCUs as permitted above.

29. All computer  software  required by a licensed party to be included with the
MCUs purchased  pursuant to this section shall be provided by the licensed party
to the  third-party  vendor  and shall at all times  remain  proprietary  to the
licensed  party.  All fees required by the licensed party for  incorporation  of
software into the MCU shall be borne by the licensed  party;  advance payment of
or  provision or such fees  satisfactory  to the  third-party  vendor shall be a
condition to submission of a Qualifying Purchase Order.

30. Except as expressly provided above, the Purchasing Agent shall be in default
under this  section if be or she fails to  perform  one of the duties  described
above.  On  default,  a Notice to Comply  may be given to the  Purchasing  Agent
demanding compliance with his or her duties.  Failure of the Purchasing Agent to
comply with the notice and demonstrate  compliance to the party which served the
notice within five (5) business days shall  constitute a breach of this section.
On breach,  the party serving the notice may serve a second notice requiring the
other parties bound by this section to choose a replacement Purchasing Agent. No
purchases  will be  made  during  the  time  permitted  for  selection  of a new
Purchasing Agent. All parties subject to this section  understand and agree this
section  shall not be used in any manner to impede the rapid flow of commerce in
MCUs and that delay in  acquisition  of MCUs,  whether  through  this section or
otherwise, harms the interests of the licensed party.

31. This paragraph describes "Substitute Payment Procedures" applicable when the
other royalty  payment  procedures  described in this section do not apply.  All
royalties payable under paragraphs 3 and 11 shall be due within thirty (30) days
following  receipt  of funds  from the sale of the  pager by a  licensed  party.
Payments  shall be made by check or wire  transfer to the James D. White  Client
Trust Account.  Wire transfer  costs for royalty  payments shall be borne by the
transmitting party unless otherwise agreed. RC&T and Krieter consent to delivery
of RC&T's  royalty  to the trust  account.  A  different  recipient  of  royalty
payments may be  designated by 10-days'  notice to Samjin and CBCom  executed by
RC&T, Krieter, and White. Payment made to the designated recipient shall satisfy
the royalty  payment  obligations  of the licensed  party  regardless of how the
designated  recipient disburses or accounts for the funds. "Sale of a pager" for


                                       10
<PAGE>
purposes of this  provision  does not occur  despite  transfer of funds when the
customer returns the pager(s) for credit pursuant to the terms of the customer's
purchase-sale  agreement. Any royalty paid with respect to such a returned pager
shall be refunded by RC&T within thirty (30) days after notice. Refunds may also
be  affected  as offsets  from  future  royalties  due to RC&T.  Nothing in this
paragraph  shall require  payment of a royalty as to a pager made with an MCU as
to which a royalty has  already  been paid;  no royalty  shall be due as to such
pagers.

31A. For business relationships not relating to the purchase of MCUs as provided
in this section "Royalty Payment Procedures," Samjin may deal directly with RC&T
and Krieter without the involvement of the Purchasing Agent.

                                    RELEASES

32.  Except  for their  obligations  expressly  created  or  assumed  under this
Agreement,  the  Settling  Parties  give the  following  releases as part of the
consideration for their execution of this Agreement:

33.  Samjin  releases  RC&T and Krieter  from the  following  Claims:  (i) those
asserted in Samjin's  cross-complaint;  (ii) those for attorneys' fees and costs
incurred  in or related to the  Action,  whether  paid or  unpaid;  (iii)  those
arising out of or related to the development,  manufacturing, marketing, or sale
of pagers or components or tools for pagers from 1 May 1996 to date;  (iv) those
arising out of or related to any  agreement,  whether  written or oral,  between
Samjin  and RC&T or Krieter  made  before  this date;  and (v) any and all other
Claims.  The word "Claims" means all causes of action,  contract rights,  debts,
demands, indemnities, liabilities, obligations of any kind, and rights otherwise
arising by operation of law,  whether known or unknown to the  releasing  party,
and  existing as of the date of this  Agreement.  No relief may be had as to the
released  Claims  whether  by  actual  damages,   award,   declaratory   relief,
injunction,  nominal damages, offset, punitive damages, or recovery in any form.
This release is final and unconditional.  Samjin gives this release on behalf of
itself and its affiliates,  agents, assigns,  attorneys,  directors,  employees,
officers,   predecessors,   representatives,   shareholders,   successors,   and
transferees,  all past and present.  This release runs to and for the benefit of
RC&T, Krieter,  and their respective  affiliates,  agents,  assigns,  attorneys,
directors,  employees, officers,  predecessors,  representatives,  shareholders,
successors,  and  transferees,  all past and present;  provided  nothing in this
release or the Agreement shall in any manner  release,  extend to, or compromise
(i) the Claims of any person or entity  against Kyung Y. An, also known as David
Ahn, or S J  Industries,  Inc.,  a  California  corporation,  including  but not
limited to the claims  made in Samjin's  cross-complaint,  or (ii) the rights of
Samjin under the Samjin-CBC0m Agreement identified above.



34.   RC&T  and   Krieter   release   all   cross-defendants   named  in  RC&T's
cross-complaint  from  the  following  Claims:  (i)  those  asserted  in  RC&T's
cross-complaint; (ii) those for attorneys' fees and costs incurred in or related
to the Action,  whether paid or unpaid; (iii) those arising out of or related to
the development,  manufacturing,  marketing,  or sale of pagers or components or
tools for pagers from 1 May 1996 to date;  (iv) those  arising out of or related
to any agreement,  whether  written or oral,  between Samjin and RC&T or Krieter


                                       11
<PAGE>
made before this date; and (v) any and all other Claims. The word "Claims" means
all causes of action, contract rights, debts, demands, indemnities, liabilities,
obligations  of any kind,  and rights  otherwise  arising by  operation  of law,
whether known or unknown to the releasing  party, and existing as of the date of
this Agreement. No relief may be had as to the released Claims whether by actual
damages,  award,  declaratory  relief,  injunction,   nominal  damages,  offset,
punitive  damages,   or  recovery  in  any  form.  This  release  is  final  and
unconditional.  RC&T and Krieter give this release on behalf of  themselves  and
their respective affiliates, agents, assigns, attorneys,  directors,  employees,
officers,   predecessors,   representatives,   shareholders,   successors,   and
transferees,  all past and present.  This release runs to and for the benefit of
all  cross-defendants  named in  RC&T's  cross-complaint  and  their  respective
affiliates,   agents,  assigns,  attorneys,   directors,   employees,  officers,
predecessors,  representatives,  shareholders,  successors, and transferees, all
past and present.

35.   CBCom,   Jade  Mass,   Max  Sun,   Gene  Sun,  and  Meadows   release  the
cross-defendants  named in CBCom 's  cross-complaint  from the following Claims:
(i) those asserted in CBCom's  cross-complaint;  (ii) those for attorneys'  fees
and costs  incurred in or related to the Action,  whether paid or unpaid;  (iii)
those arising out of or related to the development, manufacturing, marketing, or
sale of pagers or  components  or tools for pagers from 1 May 1996 to date;  and
(iv) any and all other  Claims,  The word  "Claims"  means all causes of action,
contract rights, debts, demands,  indemnities,  liabilities,  obligations of any
kind, and rights otherwise arising by operation of law, whether known or unknown
to the releasing party, and existing as of the date of the Agreement.  No relief
may  be  bad as to  the  released  Claims  whether  by  actual  damages,  award,
declaratory relief,  injunction,  nominal damages,  offset, punitive damages, or
recovery in any form. This release is final and unconditional. CBCom, Jade Mass,
Max Sun,  and Gene Sun give  this  release  on behalf  of  themselves  and their
respective  affiliates,  agents,  assigns,  attorneys,   directors,   employees,
officers,   predecessors,   representatives,   shareholders,   successors,   and
transferees,  all past and present.  This release runs to and for the benefit of
all  cross-defendants  named in CBCom' s  cross-complaint  and their  respective
affiliates,   agents,  assigns,  attorneys,   directors,   employees,  officers,
predecessors,  representatives,  shareholders,  successors, and transferees, all
past and present; provided nothing in this release or the Agreement shall in any
manner  release,  extend  to,  or  compromise  the  rights  of CBCom  under  the
Samjin-CBCom Agreement identified above.

36. Each party giving a release understands and agrees that such release is full
and final and applies to all known,  unknown,  and  unanticipated  claims.  Each
releasing  party  expressly  waives all rights or benefits  which that party has
against each released  party under the  provisions of California  Civil Code ss.
1542:  "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 to him must have  materially  affected  his  settlement  with the
debtor."

                              DISCOVERY OBLIGATIONS

37. RC&T and Krieter shall  complete  their  production of documents  previously
requested  pursuant to the Code of Civil  Procedure.  RC&T and Krieter,  through
their attorney of record,  shall also provide a letter  changing the designation
on all documents they produced and will produce in the future to "Confidential."
No document  produced by RC&T or  Krieter,  or to be produced by them,  shall be

                                       12
<PAGE>
deemed  "Confidential for Counsel Only" regardless of original marking.  Krieter
shall make himself  available  for the  completion of his  deposition,  to occur
after 4/5/99,  on notice to Michael Mazur,  Esq.,  pursuant to the Code of Civil
Procedure.  The parties will cooperate with reasonable scheduling requests.  The
notice  shall be the  equivalent  of a subpoena  served on  Krieter  personally.
Continued examination of Krieter by Samjin shall not exceed fourteen (14) hours.
The sole compensation due to Krieter for this discovery shall be the third-party
witness fee provided by law.

38. Samjin acknowledges the court's prior order directing P.K. Kim to appear for
a deposition and the cooperation of opposing counsel regarding the scheduling of
that  deposition.  Nothing in this  Agreement  affects the court's  order to the
extent procured by Kyung Y. An aka David Ahn. The sole  compensation  due to Mr.
Kim for this discovery shall be the third-party witness fee provided by law.

39. Meadows shall make himself available for his deposition on notice to Richard
Luskin,  Esq.,  pursuant  to the  Code of  Civil  Procedure.  The  parties  will
cooperate  with  reasonable  scheduling  requests.   The  notice  shall  be  the
equivalent of a subpoena served on Meadows personally. The sole compensation due
to Meadows for this discovery shall be the  third-party  witness fee provided by
law.

40. Sun shall make himself available for an oral deposition on notice to Richard
Luskin,  Esq.,  pursuant  to the  Code of  Civil  Procedure.  The  parties  will
cooperate  with  reasonable  scheduling  requests.   The  notice  shall  be  the
equivalent of a subpoena served on Sun personally.  The sole compensation due to
Sun for this discovery shall be the third-party witness fee provided by law.

                                   DISMISSALS

41. The following  Request for Dismissal forms shall be delivered to counsel for
Samjin  within seven  business  days after  execution  of this  Agreement by all
Settling  Parties:  (a) by  Samjin,  a  dismissal  with  prejudice  of  Samjin's
cross-complaint as to cross-defendants  RC&T and Krieter,  only; (b) by RC&T and
Krieter, a dismissal with prejudice of RC&T's  cross-complaint,  with prejudice,
as to all  cross-defendants;  (c) by CBCom,  Jade Mass, Max Sun, and Gene Sun, a
dismissal with prejudice of CBCom's  cross-complaint as to all cross-defendants.
Each such  dismissal  form shall be duly executed when delivered and be suitable
for  filing in the  Action.  Counsel  for  Samjin  shall hold the forms in trust
pending full and timely  payment of the amount  required in paragraph 4 and will
then cause the forms to be filed in due course and provide  conformed  copies to
the other counsel listed below.  The forms will be returned to the  transmitting
parties  forthwith if the payment  required in paragraph 4 is not made in a full
and  timely  manner.  Each  Settling  Party  shall  bear  all of his or its  own
attorneys' fees and costs in connection with the dismissals and the Action.

                         REPRESENTATIONS AND WARRANTIES

42.  Each party and each  person  signing  th1~  Agreement  on behalf of a party
represents  and warrants as follows:  (i) The party has full  authority  and the
right to enter into this Agreement. The corporate officer signing on behalf of a
party has full  authority to sign on that party's behalf and by so signing binds
the  party  to the  terms  and  conditions  of this  Agreement  without  further
corporate  action.   (ii)  The  party  has  read  the  Agreement  carefully  and
understands  the contents and legal effect of each  provision of the  agreement.
The party and person signing either consulted with one or more attorneys of that

                                       13
<PAGE>
party's own choosing or had a reasonable opportunity to consult with an attorney
and chose not to do so in  connection  with the  terms  and  conditions  of this
Agreement, the consideration for this Agreement, and its execution and delivery.
(iii) The party has executed the  Agreement  voluntarily  and without  duress or
undue  influence  on the part of,  or on  behalf  of,  any  other  party to this
Agreement or any other person or entity.  (iv) No rights compromised or affected
by this  Agreement  have been sold,  assigned,  or otherwise  transferred by the
parties executing this Agreement.

43. RC&T and Krieter further represent and warrant the following:  (i) RC&T owns
all of the RC&T Proprietary Technology, no part of which contains any infringing
technology,  free and clear of  competing  ownership  claims;  (ii) RC&T has the
present  right to transfer all of the RC&T  Proprietary  Technology  licensed to
CBCom and Samjin under these license  provisions free and clear of the claims of
any third party; (iii) nothing in the execution and performance of these license
provisions shall constitute a breach or default under any other agreement;  (iv)
no agreement  now exists which  conflicts  with the rights  granted  under these
license  provisions;  and (v) RC&T is a corporation in good  standing.  RC&T and
Krieter will defend CBCom and Samjin,  and indemnify and hold them harmless from
and against any and all losses including costs and attorneys' fees incurred from
any claim against either of them that the RC&T Proprietary  Technology infringes
any patent, copyright,  trademark,  trade secret, or other intellectual property
right.

                               DISPUTE RESOLUTION

44. The failure of any Settling  Party to perform one of its  obligations  under
this Agreement shall  constitute a default as to that party.  Any other Settling
Party may then deliver a Notice of Default to the defaulting party in the manner
provided by this  Agreement.  The Notice of Default  shall  contain a reasonable
description  of the  claimed  default  and allow the  defaulting  party ten (10)
business days in which to effect a cure.  Failure of a defaulting  party to cure
an actual  default  described in the Notice of Default within the period allowed
in this paragraph  shall to that extent place the defaulting  party in breach of
this  Agreement.  Otherwise a mere default in  performance of an obligation by a
Settling  Party  under  this  Agreement  shall not  constitute  a breach of this
Agreement by the Settling Party. Provided:  nothing in this paragraph applies to
the obligations, defaults, or breaches by the Settling Parties or the Purchasing
Agent under the section "Royalty Payment Procedures."

45.  Any  dispute  arising  out of or related  to this  Agreement  or the rights
granted under it shall be resolved by binding arbitration. The arbitration shall
be  administered by  J.A.M.S./Endispute  or such successor to that entity as may
exist at the time of a demand.  The  claimant(s)  may choose  either Los Angeles
County or Orange County as the forum, and may choose either the  "Comprehensive"
arbitration  rules,  the  "Streamlined"  arbitration  rules, or such other rules
however identified  replacing those rules after execution of this Agreement.  If
for whatever  reason a claimant is prevented  from using  J.A.M.S./Endispute  or
successor  entity,  arbitration shall occur pursuant to California Code of Civil
Procedure  ss.1281et  seq.  Regardless  of the  forum,  the  parties  adopt  and
incorporate  ss.1283.05  into this  paragraph  pursuant  to  ss.1283.1(b).  This
paragraph does not apply to disputes within the Submission Agreement attached as
Exhibit A to this Agreement.

                                       14
<PAGE>
46. The  prevailing  party in any  arbitration or civil action arising out of or
related to this  Agreement  shall  recover  its  reasonable  attorneys'  fees in
addition  to  all  other  relief  allowed  by law or in  equity;  provided  this
paragraph applies only to the Settling Parties and third-party  beneficiaries of
this Agreement.  The Purchasing  Agent can neither claim  attorneys' fees nor be
liable for attorneys' fees under this  paragraph.  This paragraph does not apply
to  disputes  within  the  Submission  Agreement  attached  as Exhibit A to this
Agreement.

                                     NOTICES

47. Except as provided in paragraph 22 and in the Submission  Agreement attached
as Exhibit A, any notice  required or permitted by this Agreement shall be given
in writing  transmitted by a commercial courier service (such as Federal Express
or DHL), by overnight delivery, addressed as follows:

         To RC&T or Krieter:
         Radio, Computer and Telephone Corp.
         c/o Mazur & Associates
         500 Newport Center Drive
         Suite 740
         Newport Beach, California 92660-7007


         Copy to:
         Michael D. Mazur, Esq.
         Mazur & Associates
         500 Newport Center Drive
         Suite 740
         Newport Beach, California 92660-7007

         To Samjin or P.K. Kim:
         Sam Jin Co., Ltd.
         199-6 Anyang-Dong, Manan-Gu
         Anyang-Si, Kyungi-Do, Korea

         Copy to:
         Jay A. Woollacott, Esq.
         Woollacott Jannol & Woollacott
         1875 Century Park East, Suite 1400
         Los Angeles, California 90067-2515

         To CJ3Coin. Jade Mass. Sun. or Meadows
         CBCom, Inc.
         15260 Ventura Boulevard
         Suite 1200
         Sherman Oaks, California 91403

         Copy to:
         Richard Luskin, Esq.
         24955 Pacific Coast Highway, Suite C
         Malibu, California 90265

         To the Purchasing Agent
         James D. White
         1085 Canyon View Drive
         Laguna Beach, California 92651
                                       15
<PAGE>
48. The transmitting  party shall pay all costs for delivery of notice. Any such
notice shall be effective on the day of delivery. Any party or person designated
to receive notice may change the address(es) for receipt of notice by that party
or person by sending a notice pursuant to this provision.

                                  NO ADMISSION

49. The Settling  Parties  enter into this  Agreement in part for the purpose of
resolving  disputed claims asserted  between and among them in the Action and to
"make  pagers,  not  war."  Nothing  in  this  Agreement  or any  of  its  terms
constitutes an admission by any Settling  Party that any claim asserted  against
that Settling Party in the Action had any merit, factual basis, or legal basis.

                                OTHER PROVISIONS

50.  Contingent on the  effectiveness  of this Agreement,  all prior  agreements
between and among  CBCom,  Jade Mass,  RC&T and  Krieter,  and between and among
Samjin, RC&T, and Krieter, are terminated effective this date, and any executory
obligations  under any such  agreement  are  released  pursuant  to the  release
provisions above.

51. This Agreement may be executed in counterparts.  If so, it will be construed
as one agreement and will be effective upon  execution by all of the parties.  A
facsimile signature shall be deemed an original signature for all purposes.

52. All representations and warranties contained in this Agreement shall survive
the termination of this Agreement.

53,  In  entering  into  this  Agreement,  each  party  assumes  the risk of any
misrepresentation,  concealment,  or  mistake.  No  party  discovering  any such
misrepresentation,  concealment,  or  mistake  shall  have a right to any relief
including but not limited to a right to rescind or set aside this Agreement.

54. Except for the Samjin-CBCom  Agreement,  this Agreement  contains the entire
agreement and  understanding  concerning  its subject  matter and supersedes and
replaces all prior and  contemporaneous  negotiations and agreements between the
parties,  whether written or oral. No amendment,  modification or change to this
Agreement  shall be binding  unless set forth in a writing duly  executed by all
parties to be bound or affected by such amendment, modification or change.

55. Any provision of this  Agreement  held to be illegal or  unenforceable  by a
court of  competent  jurisdiction:  (a) will be  deemed  amended  to the  extent
necessary to conform to applicable law and then enforced; or (b) if it cannot be
so amended without materially altering the parties' intent, it will be struck to
the  extent   necessary  to  make  the  balance  of  the  Agreement  lawful  and
enforceable.

56. Each party  cooperated in drafting this License  Agreement.  No provision of
this Agreement shall be construed against any party based on any claim the party
drafted the provision or caused an uncertainty as to any provision.

57. The parties agree, without further consideration, to execute and deliver any
other document,  and to take any other action, as may be reasonably necessary to
effectuate the purposes and intent of this Agreement.

58. This Agreement  shall be governed by and  interpreted  under the laws of the
State of California.
                                       16
<PAGE>
                        EXECUTION BY THE SETTLING PARTIES

RADIO, COMPUTER & TELEPHONE CORP.
A Minnesota Corporation


By
  ---------------------------------------
         MARCUS A. KRIETER, President.

SAMJIN CO., LTD.
A Korean Corporation


By
  ----------------------------------------
         PYUNG KIL KIM, President.

CBCom, A California Corporation


By
  -----------------------------------------
                               President.


JADE MASS, A Hong Kong Corporation.


By
  ------------------------------------------
                                President.


--------------------------------------------
         MARCUS A. KRIETER




                              SUBMISSION AGREEMENT
















                                       17
<PAGE>
                                     PARTIES

     This  Submission  Agreement is made on April 16, 1999 by Radio,  Computer &
Telephone Corporation,  a Minnesota corporation ("RC&T");  Marcus A. Krieter, an
individual ("Krieter"); Samjin Co., Ltd., a corporation organized under the laws
of the  Republic  of Korea  ("Samjin");  and  CBCom,  a  California  corporation
("CBC0m")  [collectively as "the Submitting  Parties"],  and James D. White [the
"Purchasing Agent"].

                                    RECITALS

A. The  Submitting  Parties  are some of the  parties to that  certain  contract
titled  "Agreement" made concurrently  with this Submission  Agreement and to be
referred to for convenience as the License Agreement in this document.
This Submission Agreement constitutes Exhibit A to the License Agreement.

B. The License Agreement  requires CBCom and Samjin to pay a royalty in order to
manufacture  pagers  for a  specific  period  of  time  defined  in the  License
Agreement.  One of the mechanisms for ensuring  payment of the royalty  Involves
retention of a "Purchasing  Agent" as defined more  particularly  in the License
Agreement.  James D, White was selected as the  Purchasing  Agent in the License
Agreement.

C. The  Submitting  Parties and the  Purchasing  Agent now intend to provide for
binding arbitration of limited disputes among them as provided below.

                             ARBITRATION PROCEDURES

1. The Submitting Parties and the Purchasing Agent shall commence an arbitration
proceeding  within  fifteen (15)  business  days after  execution of the License
Agreement by all parties.  The proceeding  shall be commenced under the auspices
of J.A.M.S./Endispute in Santa Monica, California. That proceeding will progress
in due course to the selection of an arbitrator,  a first alternate  arbitrator,
and a second alternate arbitrator. The first alternate arbitrator shall serve as
the arbitrator if the  arbitrator  cannot act with respect to a claim within the
times  provided  below.  The  second  alternate  arbitrator  shall  serve as the
arbitrator if the first alternate  arbitrator cannot act with respect to a claim
within the times provided  below.  The  arbitration  proceeding will then remain
pending but be adjourned  until  activated by service of a Statement of Claim as
provided below.

2. Any  Submitting  Party or the Purchasing  Agent may activate the  arbitration
proceeding  on  notice  to  J.A.M.S./Endispute  and  each  other  party  to this
Submission  Agreement.  The  notice  shall be in the  form of a Notice  of Claim
describing in reasonable  detail the factual basis of one or more claims subject
to resolution pursuant to this Submission Agreement.

3. All claims  shall be  resolved  by a single  arbitrator.  The  hearing may be
conducted by telephone in the arbitrator's  sole discretion.  The award shall be
issued in writing and shall be effective  when  transmitted  to each party as to
the particular claim by facsimile transmission where available or otherwise when
transmitted by United States mail.

4. The  power of the  arbitrator  is  limited  to  hearing  a claim  subject  to
arbitration and issuing an award in conformance with the  restrictions  provided

                                       18
<PAGE>
below. Any other act or award shall be in excess of the  arbitrator's  power and
as a result the award shall be subject  being vacated or corrected in accordance
with applicable law.

5. Due to the limited  nature of the  permissible  claims and awards  under this
Submission  Agreement,  no party shall be entitled to discovery of any kind, and
the  arbitrator  shall  not have  the  power to issue  subpoena  to  compel  the
attendance of witnesses at the hearing.

6. The  parties  to this  Submission  Agreement  contemplate  that  there may be
several claims  submitted for resolution from time to time. Any party shall have
the right to an award on each claim or set of claims. Issuance of an award shall
not deprive the  arbitrator of  jurisdiction  and shall not prevent  issuance of
other awards as to other claims within the scope of this Submission Agreement.

                                CLAIMS SUBMITTED

7. Only the claims listed below are subject to arbitration under this Submission
Agreement. Any and all other claims shall be decided by arbitration as otherwise
provided in the License Agreement.

8.  Claim:  Is a  purchase  order a  "Qualifying  Purchase  Order" as defined in
paragraph 22 of the License  Agreement?  The hearing will be held within two (2)
business  days after  service  of the Notice of Claim.  The award will be issued
within two (2)  business  days after the hearing and may not be  adjourned.  The
arbitrator's  power as to such a claim is limited to deciding whether a specific
purchase  order  was or was  not a  Qualifying  Purchase  Order  as  defined  in
paragraph 22 of the License Agreement.  The remedies allowed are limited to: (a)
a declaration as to the status of the purchaser  order; and (b) in the case of a
Qualifying Purchase Order, directing that it be processed according to paragraph
22 of the License Agreement within one (1) business day after the award.

9. Claim:  Did the  Purchasing  Agent fail to place a conforming  purchase order
with the third-party vendor, and confirm the order to the licensed party, within
the time allowed by paragraph 22 of the License  Agreement?  The hearing will be
held within two (2) business  days after  service of the Notice of Claim and may
not be  adjourned.  The award will be issued  within two (2) business days after
the hearing.  The  arbitrator's  power as to such a claim is limited to deciding
whether the  Purchasing  Agent failed to place a conforming  purchase order with
the third-party  vendor, and confirm the order to the licensed party, within the
time allowed by paragraph 22 of the License Agreement.  The remedies allowed are
limited to: (a) a declaration  that the Purchasing  Agent did or did not place a
conforming  purchase order with the  third-party  vendor,  and confirm the order
with the licensed party,  within the time allowed by paragraph 22 of the License
Agreement;  and (b) directing  compliance with these obligations  within one (1)
business day after the award.

                           FAILURE TO COMPLY BREACHES
                                LICENSE AGREEMENT

10. The failure of a Submitting  Party or the Purchasing Agent to comply with an
award duly  issued  under  this  Submission  Agreement  shall be a breach of the
License  Agreement.  It shall not be  necessary  for a,  party to  obtain  court
confirmation of any award issued under this Submission Agreement.


                                       19
<PAGE>
                              COSTS OF ARBITRATION

11. This Submission  Agreement has been entered into in part to resolve drafting
disputes among the Submitting  Parties and the Purchasing  Agent  concerning the
License  Agreement.  As part of that resolution,  all costs of arbitration under
this  Submission  Agreement,  including  but  not  limited  to the  fees  of the
arbitrator and all  administrative  fees,  will be borne by RC&T,  Krieter,  the
Purchasing  Agent,  or jointly by them. No such cost will be borne by or charged
against  Samjin  or CBCom  regardless  of the  merits  or  outcome  of any claim
resolved in arbitration. Any award contrary to this paragraph shall be in excess
of the  arbitrator's  power and as a result  the award  shall be  subject  being
vacated or corrected in accordance with applicable law.

12.  Failure  of  RC&T,  Krieter,  and the  Purchasing  Agent  to pay  costs  of
arbitration  as to a  pending  claim or set of  claims  shall  not  deprive  the
arbitrator of jurisdiction. Samjin or CBCom in that situation may, but need not,
advance any and all such costs to enable the  arbitration to proceed.  All costs
advanced may be recouped by offset against money  otherwise due or to become due
under the License Agreement, or, in the option of the party advancing the costs,
reimbursed within ten (10) days of demand.

13.  RC&T,  Krieter,  and the  Purchasing  Agent  shall be in default  under the
section "Royalty Payment Procedures" in the License Agreement for failure to pay
costs of arbitration when due as required by this section.  Failure to cure such
a  default  within  three  (3)  business  days  after  notice  shall  cause  the
"Substitute  Payment  Procedures"  of paragraph  31 the License  Agreement to be
applicable for the balance of the royalty period under the License Agreement.

                                     NOTICES

14. Any notice required or permitted by this Submission Agreement shall be given
in writing transmitted by facsimile as follows:


          To RC&T or Krieter:
          Radio, Computer and Telephone Corp.
          c/o Mazur & Associates
          500 Newport Center Drive
          Suite 740
          Newport Beach, California 92660-7007
          Facsimile:  949.718.4723

          Copy to:
          Michael D. Mazur, Esq.
          Mazur & Associates
          500 Newport Center Drive
          Suite 740
          Newport Beach, California 92660-7007
          Facsimile:  949.718.4723

         To Samjin
          Sam Jin Co., Ltd.
          199-6 Anyang-Dong, Manan-Gu
          Anyang-Si, Kyungi-Do, Korea
          Facsimile:  82.343.449.3985.


                                       20
<PAGE>
          Copy to:
          Jay A. Woollacott, Esq.
          Woollacott Jannol & Woollacott
          1875 Century Park East, Suite 1400
          Los Angeles, California 90067-25 15
          Facsimile:  310.552.7552.

          To CBCom
          CBCom, Inc.
          15260 Ventura Boulevard
          Suite 1200
          Sherman Oaks, California 91403
          Facsimile:  818.461.0811

          Copy to:
          Richard Luskin, Esq.
          24955 Pacific Coast Highway, Suite C
          Malibu, California 90265
          Facsimile:  310.456.0274.

          To the Purchasing Agent:
          James D. White, Esq.
          1085 Canyon View Drive
          Laguna Beach, California 92651
          Facsimile:  949.371.0198.

15. The transmitting  party shall pay all costs for delivery of notice. Any such
notice shall be effective when  transmitted.  Any party or person  designated to
receive notice may change the address(es) or facsimile  number(s) for receipt of
notice by that party or person by sending a notice pursuant to this provision.

                         RIGHTS AND REMEDIES CUMULATIVE

16. The rights and remedies  granted under this  Submission  Agreement  shall be
cumulative to any and all other rights and remedies  allowed by applicable  law.
Issuance of an award pursuant to this  Submission  Agreement  shall not preclude
any  Submitting  Party or the Purchasing  Agent from obtaining  other relief not
available in the limited  arbitration  allowed under this  Submission  Agreement
based on the same claim,  incident,  or conduct  leading to the award.  No award
issued  under this  Submission  Agreement  shall be res  judicata or  collateral
estoppel or be granted any preclusive effect.

                         REPRESENTATIONS AND WARRANTIES

17. Each party and each person signing this Submission  Agreement on behalf of a
party  represents and warrants as follows:  (I) The party has full authority and
the right to enter into this Submission Agreement. The corporate officer signing
on behalf of a party has full authority to sign on that party's behalf and by so
signing binds the party without  further  corporate  action.  (ii) The party has
read the Submission  Agreement  carefully and understands the contents and legal
effect of each of its provisions.  The party and person signing either consulted
with one or more  attorneys  of that  party's own  choosing or had a  reasonable
opportunity  to consult with an attorney and chose not to do so. (iii) The party
has executed the Submission  Agreement  voluntarily  and without duress or undue
influence  on  the  part  of,  or on  behalf  of any  person  or  entity.  These
representations  and warranties shall survive the termination of this Submission
Agreement.
                                       21
<PAGE>
                                OTHER PROVISIONS

     18. This Submission  Agreement may be executed in  counterparts.  If so, it
will be construed as one agreement and will be effective  upon  execution by all
of the parties. A facsimile  signature shall be deemed an original signature for
all purposes.

     19.  Each party  cooperated  in  drafting  this  Submission  Agreement.  No
provision  shall be  construed  against  any party  based on any claim the party
drafted the provision or caused an uncertainty as to that provision.

     20. The  parties  agree,  without  further  consideration,  to execute  and
deliver any other document,  and to take any other action,  as may be reasonably
necessary to effectuate the purposes and intent of this Submission Agreement.

     21. This Submission  Agreement  shall be governed by and interpreted  under
the laws of the State of California.

EXECUTION BY THE SUBMITTING PARTIES

RADIO, COMPUTER & TELEPHONE CORP.

A Minnesota Corporation

By __________________________________
MARCUS A. KRIETER, President.



MARCUS A. KRIETER
SAMJIN CO., LTD.
A Korean Corporation
By __________________________________
CBCom, A California Corporation


By __________________________________
President.
EXECUTION BY THE PURCHASING AGENT



----------------------------------
JAMES D. WHITE


----------------------------------
COUNSELS' APPROVAL AS TO FORM

WOOLLACOTT JANNOL & WOOLLACOTT
JAY A. WOOLLACOTT Attorneys for Samjin Co., Ltd.
LAW OFFICES OF JAMES D. WHITE

By__________________________________
JAMES D. WHITE
Attorneys for Marcus A. Krieter
and Radio Computer & Telephone Corp.
                                       22
<PAGE>
MAZUR & ASSOCIATES

By_______________________________
MICHAEL D. MAZUR
Attorneys for Marcus A. Krieter
and Radio Computer & Telephone Corp.


RICHARD S. LUSKIN, Attorney at Law


By________________________________
RICHARD S. LUSKIN
Attorneys for CBCom










































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