MAINTENANCE SERVICES PROPOSAL

                                       FOR

                                    ThruComm

























SUBMITTED BY:

Dictaphone Corporation

August 13, 1996





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                            MAINTENANCE SERVICE PROPOSAL FOR Thrucomm


This  Maintenance  Services  Program has been designed to provide  ThruComm with
On-site Maintenance Services for your customers throughout the United States.

The  details of the  proposed  Maintenance  Services  Program  are  outlined  as
follows:

MAINTENANCE SERVICES PROVIDED

1.   Dictaphone  will provide  On-site  Maintenance  for ThruComm  products,  as
     mutually agreed to, from any of Dictaphone's nationwide service locations.

     See Chart one for current service locations.

     The On-site  Maintenance Service is remedial  maintenance  performed at the
     ThruComm  customer site which  includes  troubleshooting,  adjustments  and
     replacing defective components to the subassembly/assembly level.

     In addition, Dictaphone will perform installations as defined later in this
     proposal.  Other  services that ThruComm may require from time to time will
     also be performed at a price that has been mutually agreed to.

2.   Dictaphone is currently offering these services:

     a. 9 X 5 COVERAGE  - Service is  provided  during the  Principal  Period of
     Maintenance  (PPM),  which is from 8:00 a.m. to 5:00 p.m.,  local  standard
     time, Monday through Friday,  excluding  Dictaphone's  normal holidays (see
     Chart two).

     b. 15 x 7 COVERAGE - Service is provided fifteen hours a day, which is from
     08:00 a.m. to 23:00, 365 days a year including  Dictaphone  Holidays.  This
     service is only available in Dictaphone  Service locations that have two or
     more CSR's and within 100 miles of a valid  service  location.  MAINTENANCE
     SERVICES PROPOSAL FOR ThruComm

     c. 24 x 7 COVERAGE - Service is provided  twenty-four hours a day, 365 days
     a year  including  Dictaphone  Holidays.  This service is only available in
     Dictaphone  Service  locations  that have two or more  CSR's and within 100
     miles of a valid service location.

     Dictaphone is extremely  flexible and will offer additional  coverage types
     as ThruComm requires.

3.   Dictaphone  will  respond  to  service  requests  in an average of four (4)
     contract hours. The response time assumes the parts to repair the defective
     equipment are available when the service is to be performed.

     If longer response times are desired by ThruComm, Dictaphone will work with
     ThruComm to define these product offerings.





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SPARE & REPLACEMENT PARTS, SPECIAL TOOLS

1.   ThruComm will be responsible for providing  Dictaphone with the spare parts
     required to provide the services outlined in this proposal, at no charge to
     Dictaphone.  The spare parts will be shipped to  Dictaphone or the customer
     site as agreed to.  ThruComm will be  responsible  for the cost of shipping
     spare  parts to and from  the  Dictaphone  service  locations  or  customer
     location.

2.   ThruComm will repair or replace all defective  parts used for repairs at no
     charge to  Dictaphone.  Administrative  procedures  will be  established to
     handle the return of defective parts.

3.   Dictaphone  will provide the controls  necessary to ensure the integrity of
     the ThruComm inventory under their control.

4.   ThruComm will provide any special tools, if required for the support of the
     products, at no charge to Dictaphone.

ADMINISTRATION

1.   Initiation of On-site  Maintenance  Services by Dictaphone will require the
     following:

     A. Dictaphone  Customer Service  Representatives,  in the servicing office,
     trained by an agreed method;

     B.  ThruComm  has  provided a Sparing  Plan that will  provide  spare parts
     either to the ThruComm customer location or the Dictaphone  service centers
     providing the maintenance services;

     C. Necessary  technical  documentation  and diagnostic  tools,  as mutually
     agreed  by  both  companies,  supplied  to the  service  centers  providing
     maintenance services;

     D.  ThruComm  will  provide  Dictaphone  a work order that  delineates  the
     Maintenance  Services  required for its customers and information that will
     allow Dictaphone to properly provide the services required.

2.   ThruComm  will  notify  Dictaphone  of the  need  for  On-site  Maintenance
     Services by using Dictaphone's  toll-free  telephone number (other options:
     Fax or terminal) to report  equipment  failures  and  information  on units
     requiring repair by a Dictaphone  service center.  The Dictaphone  Dispatch
     Center is available 24 hours a day, 365 days a year. At ThruCommAEs option,
     service requests can be initiated by ThruComm or the ThruComm customer.

TRAINING/DOCUMENTATION

1.   Dictaphone  will  require  training  for at least one CSR from each  opened
     service  city as per agreed to methods.  Considering  our current  level of
     expertise on similar products,  training could probably be accomplished via
     video and documentation. The Dictaphone video studio in Atlanta can develop
     the tape and distribute.  Costs are minimized and  capabilities are rapidly
     implemented.  ThruComm would have to train and work with our instructors to
     write scripts and qualify content.


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     Options  for  formal  training,  if  required  can be  accomplished  at our
     Melbourne  training  center or seminars can be held  regionally  or in each
     district  location.  Costs vary with methods and Dictaphone  will work with
     ThruComm to determine the most effective method of meeting our criteria for
     quality training while minimizing ThruComm cost.

2.   ThruComm will provide Dictaphone with the documentation necessary, that has
     been mutually agreed to by both companies, to properly maintain the various
     products  that will be serviced by  Dictaphone.  ThruComm  will  provide at
     least one set of documentation to each servicing location.

3.   Implementation,  once an acceptable  training method is determined,  can be
     accelerated.  Dictaphone will make every effort to assure support in accord
     with ThruComm business requirements.

MAINTENANCE CHARGES

1.   Dictaphone  will provide  On-site  Maintenance  Services for the  following
     products:

     A. ThruComm product lines mutually agreed to by both parties including both
     cells and remote sites.

2.   Dictaphone will provide On-site  Maintenance  Services to ThruComm products
     for a Monthly  Maintenance Fee presented in Chart Three.  Chart three rates
     are based on a single rate and contract coverage regardless of Zone.

     This pricing is based on the visits per year and Mean Time To Repair (MTTR)
     as  indicated  in  Chart  three.  If  these  assumptions  deviate  based on
     real-time data, Dictaphone reserves the right to renegotiate the pricing.

     Dictaphone  will provide  services  outside the scope of this proposal at a
     rate of ninety  dollars  ($90.00)/hour  during normal  working hours or one
     hundred and twenty dollars  ($120.00)/hour  outside of normal working hours
     including round trip travel time to and from the servicing office.

3.   Dictaphone will provide  standard  pricing for special  projects once these
     projects  can be defined by both  companies.  Dictaphone  will also develop
     pricing for any other projects of magnitude that ThruComm may encounter.

4.   It is  assumed  that  ThruComm  or  the  ThruComm  customers  will  provide
     Dictaphone   free  and  easy  access  to  the  equipment  to  be  serviced.
     Installations that require special access methods (Lift trucks,  etc.) will
     be maintained,  but any  additional  costs incurred for the rental of these
     devices will be paid by ThruComm.

ACCEPTANCE OF PROPOSAL

Acceptance  of this  proposal by ThruComm can be indicated by returning a signed
copy to:                     Attn:  William Cline
                             Dictaphone Corporation
                             3984 Pepsi Cola Drive
                             Melbourne, FL 32934
PROPOSAL ACCEPTED BY:

NAME: _________________________                    DATE:__________

TITLE:_________________________
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INSTALLATION SERVICES PROPOSAL FOR ThruComm

INSTALLATION SERVICES PROVIDED

1.   Dictaphone will provide  installation  services for ThruComm  products,  as
     agreed to, for the hourly charge of $75.00 per hour during  normal  working
     hours or $110.00 per hour outside of normal working hours including  travel
     time to and from the  servicing  office.  See Chart 1 for  current  service
     locations.

     Installation service includes:

     Site preparation
     Unpacking of the unit
     Positioning of the unit

     Power up and  verification  of proper  operation as per the Equipment Setup
     and Testing Procedure supplied.

     Wiring per specification as required.
     Other services as agreed to by the parties

2.   Dictaphone will provide standard  installation  services within 15 calendar
     days of notification.

EXCLUSIONS/ASSUMPTIONS

1.   A suitable  AC power  outlet  will be  provided  by the  customer  near the
     determined installation location.

2.   A licensed electrician, if required, is not included in the services. If an
     electrician is required,  Dictaphone will make every effort to schedule the
     installation in coordination  with the electrician.  The scheduling of, and
     the cost incurred for the electrician is the responsibility of the Customer
     or ThruComm.

3.   Special  ThruComm needs or cabling will be quoted on a case- by-case basis.




















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CHART 1 (ONE)

SERVICE LOCATIONS:


ATLANTA, GA          ALBANY, GA          AUGUSTA, GA          COLUMBUS, GA
MACON, GA            BALTIMORE, MD       HAGERSTOWN, MD       BIRMINGHAM, AL
MONTGOMERY, AL       HUNTSVILLE, AL      MOBILE, AL           BOSTON, MA
LONDONDERRY, NH      PORTLAND, ME        BUFFALO, NY          BINGHAMTON, NY
ERIE, PA             OLEAN, NY           ROCHESTER, NY        SYRACUSE, NY
CHARLOTTE, NC        ASHEVILLE, NC       HICKORY, NC          COLUMBIA, SC
GREENSBORO, NC       GREENVILLE, SC      RALEIGH, NC          MT. PLEASANT, SC
BLOOMINGDALE, IL     CHICAGO, IL         CINCINNATI, OH       EVANSVILLE, IN
LEXINGTON, KY        LOUISVILLE, KY      CLEVELAND, OH        AKRON, OH
YOUNGSTOWN, OH       COLUMBUS, OH        CHARLESTON, WV       DAYTON, OH
HUNTINGTON, WV       DALLAS, TX          ABILENE, TX          FT. WORTH, TX
MIDLAND, TX          DENVER, CO          ALBUQUERQUE, NM      COLORADO SPRS, CO
EL PASO, TX          DES MOINES, IA      CEDAR RAPIDS, IA     BETTENDORF, IA
LINCOLN, NE          OMAHA, NE           SIOUX CITY, IA       WATERLOO, IA
DETROIT, MI          TOLEDO, OH          HARTFORD, CT         ALBANY, NY
PROVIDENCE, RI       SPRINGFIELD, MA     HARRISBURG, PA       ALLENTOWN, PA
LANCASTER, PA        WILKES BARRE, PA    WILLIAMSPORT, PA     HOUSTON, TX
VIDOR, TX            INDIANAPOLIS, IN    FT WAYNE, IN         SOUTH BEND, IN
KANSAS CITY, MO      COLUMBIA, MO        TOPEKA, KS           LOS ANGELES, CA
MEMPHIS, TN          JACKSON, TN         LITTLE ROCK, AR      TUPELO, MS
MIAMI, FL            SAN JUAN, PR        WEST PALM BEACH, FL  LANSING, MI
GRAND RAPIDS, MI     KALAMAZOO, MI       MILWAUKEE, WI        APPLETON, WI
MADISION, WI         ROCKFORD, IL        WAUSAU, WI           NASHVILLE, TN
CHATTANOOGA, TN      KNOXVILLE, TN       MINNEAPOLIS, MN      FARGO, ND
PARSIPPANY, NJ       NEW ORLEANS, LA     BATON ROUGE, LA      GULFPORT, MS
JACKSON, MS          MERIDIAN, MS        LAKE CHARLES, LA     LAFAYETTE, LA
WESTCHESTER, NY      HICKSVILLE, NY      MANHATTAN, NY        MT LAUREL, NJ
E. BRUNSWICK, NJ     PHOENIX, AZ         LAS VEGAS, NV        SALT LAKE CITY, UT
BLACKFOOT, ID        OKLAHOMA CITY, OK   FT SMITH, AR         LUBBOCK, TX
WICHITA FALLS, TX    TULSA, OK           WICHITA, KS          DODGE CITY, KS
SALINA, KS           PHILADELPHIA, PA    PITTSBURGH, PA       GREENSBURG, PA
JOHNSTOWN, PA        WHEELING, WV        RICHMOND, VA        CHARLOTTESVILLE, VA
NORFOLK, VA          LYNCHBURG, VA       ROANOKE, VA          HARRISONBURG, VA
HAMPTON, VA          BLUEFIELD, WV       PORTLAND, OR         BOISE, ID
EUGENE, OR           KENNEWICK, WA       SALEM, OR            SACRAMENTO, CA
HONOLULU, HI         FRESNO, CA          RENO, NV             STOCKTON, CA
SAN FRANCISCO, CA    SAN JOSE, CA        PLEASANTON, CA       SAN ANTONIO, TX
AUSTIN, TX           CORPUS CHRISTIE, TX WACO, TX             TAMPA, FL
JACKSONVILLE, FL     ORLANDO, FL         MELBOURNE, FL        GAINESVILLE, FL
FT. MEYERS, FL       TALLAHASSEE, FL     ST LOUIS, MO         CHAMPAIGN, IL
PEORIA, IL           SPRINGFIELD, IL     SANTA ANA, CA        COLTON, CA
SAN DIEGO, CA        SEATTLE, WA         ANCHORAGE, AK        SPOKANE, WA
WASHINGTON, DC









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CHART 2 (TWO)

DICTAPHONE FIELD HOLIDAYS:


NEW YEARS DAY
MEMORIAL DAY
INDEPENDENCE DAY

LABOR DAY
THANKSGIVING DAY
CHRISTMAS DAY



CHART 3 (THREE)

MONTHLY MAINTENANCE CHARGES


-  Equipment which has a Visits/Year Rate of .33 and a MTTR of 1.0 Hours

1.      8 X 5 COVERAGE  -  $ 5.20/MONTH
2.      15 X 7 COVERAGE  - $ 6.90/MONTH*
3.      24 X 7 COVERAGE  - $ 8.65/MONTH*

RATES INCLUDE LABOR (UP TO 1.0 HOUR PER CALL PER VERBAL
DISCUSSIONS)  AND TRAVEL AND INCLUDES ANY SITE WITHIN 150 MILES

OF A DICTAPHONE SERVICE CENTER.

IF THE VISITS PER YEAR AND MEAN TIME TO REPAIR FOR THE PRODUCTS
DEVIATE BASED ON ACTUAL MEASUREMENT, DICTAPHONE RESERVES THE

RIGHT TO RENEGOTIATE THE CHARGES.

* This coverage is only available for Dictaphone  service  locations with two or
more CSR's and within 100 miles of a valid Dictaphone service location.

ThruComm SERVICE PROPOSAL  - August 13, 1996

















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