AGREEMENT

                  THIS AGREEMENT (this  "Agreement") is made and entered into as
of this  ____ day of  January,  1998 by and  among  THRUCOMM,  INC.,  a  Florida
corporation whose address is 1641 Commerce Avenue North, St. Petersburg, Florida
33716 ("Thrucomm"),  BLUE CHIP/DATALINC  CORPORATION,  a Delaware corporation (a
wholly-owned  subsidiary  of Blue  Chip  Capital  Fund  Limited  Partnership,  a
Delaware  limited   partnership)   whose  address  is  201  East  Fifth  Street,
Cincinnati,  Ohio 45202 (the "Purchaser"),  INTEGRATED  COMMUNICATION  NETWORKS,
INC., a Florida  corporation  whose address is 1641 Commerce  Avenue North,  St.
Petersburg, Florida 33716 ("ICN"), JOHN F. KOLENDA, an individual with a mailing
address  at  1641  Commerce  Avenue  North,   St.   Petersburg,   Florida  33716
("Kolenda"),  MARK J.  GIANINNI,  an individual  with a mailing  address at 1641
Commerce Avenue North, St. Petersburg,  Florida 33716 ("Gianinni",  and together
with  Kolenda,  the  "Shareholders"),  and  DATALINC,  LTD.,  a Florida  limited
partnership whose address is 1641 Commerce Avenue North, St.
Petersburg, Florida  33716 (the "Partnership").

                  WHEREAS,  an agreement  (the "First  Agreement")  was made and
entered into as of the 30th day of April, 1993 by and among the Purchaser,  ICN,
the Shareholders and the Partnership; and

                  WHEREAS,  an agreement (the "Second  Agreement")  was made and
entered into as of the 1st day of  September,  1993 by and among the  Purchaser,
ICN, the Shareholders and the Partnership; and

                  WHEREAS,  pursuant and subject to the First  Agreement and the
Second  Agreement,  the  Partnership  sold to the  Purchaser,  and the Purchaser
purchased  from the  Partnership,  three hundred eighty (380) Series 300 Limited
Partnership Units of the Partnership (the "Purchaser Units"), and the Purchaser,
the  Partnership,  ICN and the Shareholders  entered into certain  agreements in
connection therewith; and

                  WHEREAS, pursuant to a Reorganization as described in the Form
S-4  Registration  Statement  filed with the Securities and Exchange  Commission
(the  "Commission")  with respect to Thrucomm on  September 3, 1997,  as amended
(the "Registration  Statement"),  the assets of the Partnership were transferred
to Thrucomm,  and the  Partnership  acquired all of the common stock and certain
preferred stock of Thrucomm (the "Reorganization"); and

                  WHEREAS,  an agreement  (the "Third  Agreement")  was made and
entered  into as of the 27th day of August,  1997 by and among  Thrucomm and the
parties to the First  Agreement  and the  Second  Agreement,  pursuant  to which
Thrucomm and the parties to the First  Agreement and the Second  Agreement  made
certain agreements in connection with the Reorganization; and

                  WHEREAS,  Thrucomm and the parties to the First Agreement, the
Second Agreement and the Third Agreement  (collectively,  the  "Agreements") now
desire to make certain modifications to the Agreements and other agreements,  as
more particularly set forth herein.


                                        -1-
<PAGE>
                 NOW  THEREFORE,  for  good  and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged by the parties hereto,
the parties hereby agree as follows:

1.   Certain  Definitions.  As used herein,  the following  terms shall have the
     following meanings:

     "Thrucomm Board" shall mean the Board of Directors of Thrucomm.

     "Mandatory  Conversion  Event"  shall  have the  meaning  set  forth in the
     Registration Statement.

     "Determination  Date" shall mean the earlier to occur of (a)  December  31,
     2000 or (b) the date of the occurrence of a Mandatory Conversion Event.

     "MRA" shall mean Seven Million Two Hundred Thousand  Dollars  ($7,200,000),
     subject to reduction as follows:

          (a)  If any  Purchaser  Units are sold by the  Purchaser  prior to the
               earlier to occur of June 30, 1999 or the Determination  Date, the
               MRA shall be  reduced by the same  percentage  that the number of
               Purchaser  Units  so sold by the  Purchaser  bears  to the  total
               number of Purchaser  Units owned by the  Purchaser on the date of
               this Agreement; and

          (b)  If any Purchaser Units are sold by the Purchaser on or after June
               30, 1999 but prior to the  Determination  Date,  the MRA shall be
               reduced  by an amount  equal to the  greater of (i) the amount of
               proceeds (net of any reasonable  expenses  incurred in connection
               therewith)  received  by the  Purchaser  from  the  sale  of such
               Purchaser   Units  or  (ii)  in  the  event   that  ICN  and  the
               Shareholders  seek such a  determination,  an amount equal to the
               amount which the Thrucomm  Board  determines in good faith is the
               price which  reasonably  should be accepted  for the sale of such
               Purchaser  Units at that time,  taking into account the facts and
               circumstances  existing at that time, less the amount of expenses
               which  the  Thrucomm   Board   determines  in  good  faith  might
               reasonably be incurred in connection therewith.

     "FMV" shall mean:

          (a)  If a Mandatory  Conversion  Event has not occurred on or prior to
               December  31,  2000,  the market value as of December 31, 2000 of
               the Purchaser Units then owned by the Purchaser, as determined in
               good faith by the Thrucomm  Board,  assuming sale within a period
               of not more  than four (4)  weeks  and net of any  expenses  that
               might  reasonably  be  incurred in  connection  with such sale as
               determined in good faith by the Thrucomm Board; or

          (b)  If a  Mandatory  Conversion  Event  has  occurred  on or prior to
               December 31, 2000, the market value of the shares of common stock
               of  Thrucomm   received  by  the  Purchaser  upon  conversion  of
               Thrucomm's  Mandatory  Convertible  Preferred Stock, Series D and
               Series E (as described in the  Registration  Statement) as of the
               date of  receipt  thereof,  as  determined  in good  faith by the
               Thrucomm  Board,  assuming  sale within a period of not more than


                                       -2-
<PAGE>
               four (4) weeks and net of any expenses which might  reasonably be
               incurred in connection with such sale as determined in good faith
               by the Thrucomm Board;  provided,  however, that if the Purchaser
               disagrees with the market value  determined by the Thrucomm Board
               in either such situation (a) or (b) above, the Purchaser shall be
               entitled to retain,  at the  expense of  Thrucomm,  a  nationally
               recognized  investment banking firm reasonably  acceptable to the
               Thrucomm Board to provide a  determination  of such market value,
               and in such  event  the  determination  of  such  firm as to such
               market value shall be determinative and shall be the FMV.

     "Deficiency  Amount" shall be determined as of the  Determination  Date and
     shall mean (a) if the FMV is then equal to or greater  than the MRA,  zero,
     or (b) if the MRA is then greater than the FMV, the difference  between the
     MRA and the FMV, subject to reduction as described in Paragraph 2 below.

     "Escrow Agent" shall mean a financial institution  reasonably acceptable to
     the Purchaser.

     "Escrow Agreement" shall mean an Escrow Agreement among the Purchaser,  the
     Partnership,  Thrucomm,  ICN,  the  Shareholders  and the  Escrow  Agent in
     substantially the form of Exhibit A attached hereto.

     "Escrow Account" shall mean the escrow account established  pursuant to the
     Escrow Agreement.

     "Reasonable  Preferred  Stock Sale  Price"  shall mean the price  which the
     Thrucomm  Board in good  faith  determines  is the price  which  reasonably
     should be  accepted  for the sale of the  Escrowed  Preferred  Stock or the
     portion  thereof then sold or proposed to be sold,  taking into account the
     facts and circumstances  existing at the time of such sale, less the amount
     of  expenses  which the  Thrucomm  Board  determines  in good  faith  might
     reasonably be incurred in connection therewith.

     "Reasonable  Common  Stock  Sale  Price"  shall  mean the  price  which the
     Thrucomm  Board in good  faith  determines  is the price  which  reasonably
     should be accepted for the sale of the Escrowed Common Stock or the portion
     thereof then sold or proposed to be sold, taking into account the facts and
     circumstances  existing  at the  time of such  sale,  less  the  amount  of
     expenses which the Thrucomm Board determines in good faith might reasonably
     be incurred in connection therewith.

2. Escrow.

     (a)  Deposit of Escrowed Preferred Stock. Within thirty (30) days after the
          date of this Agreement, the Purchaser, the Partnership, Thrucomm, ICN,
          the  Shareholders  and the Escrow  Agent  shall  enter into the Escrow
          Agreement and the Partnership shall deposit  forty-five  percent (45%)
          of Thrucomm's  Mandatory  Convertible  Preferred  Stock,  Series G, as
          described  in the  Registration  Statement  (the  "Escrowed  Preferred
          Stock"),  into the Escrow Account.  Simultaneously with depositing the
          Escrowed  Preferred  Stock into the Escrow  Account,  the  Partnership
          shall  deposit  stock powers with  respect to the  Escrowed  Preferred
          Stock,  duly executed in blank,  into the Escrow Account,  which shall
          only  be  released  from  the  Escrow   Account  for  the  purpose  of
          effectuating  sale of the  Escrowed  Preferred  Stock  or any  portion


                                       -3-
<PAGE>
          thereof in  accordance  with the terms of this  Agreement  or when the
          Escrow  Account  is  closed  in  accordance  with  the  terms  of this
          Agreement.

     (b)  Restrictions  on Sale and  Release of  Escrowed  Preferred  Stock.  No
          Escrowed  Preferred  Stock may be sold or otherwise  released from the
          Escrow  Account,  except that (i) the Purchaser may at any time direct
          that the Escrowed Preferred Stock or any portion thereof be sold, (ii)
          at any time after June 30, 1999, ICN and the  Shareholders  may direct
          that the Escrowed  Preferred Stock or any portion thereof be sold, but
          only if such Escrowed  Preferred Stock is sold at a price no less than
          the  Reasonable  Preferred  Stock Sale Price,  and (iii) the  Escrowed
          Preferred  Stock  shall be  released  from the Escrow  Account  (A) in
          connection  with a  Mandatory  Conversion  Event or (B) if a Mandatory
          Conversion  Event has not  occurred on or prior to December  31, 2000,
          but the  Deficiency  Amount  as of that  date is  zero;  in each  case
          subject to the terms hereinafter set forth.

     (c)  Sale of Escrowed Preferred Stock Prior to Determination Date. Upon any
          sale of Escrowed  Preferred Stock as permitted in Paragraph 2(b) above
          prior to the Determination  Date, all proceeds from such sale shall be
          deposited into the Escrow Account,  and such proceeds and any interest
          or income thereon (the "Escrowed Proceeds") shall remain in the Escrow
          Account until the date of determination of the Deficiency Amount as of
          the Determination Date or up to ten (10) days thereafter. If as of the
          Determination  Date  the  Deficiency  Amount  is  zero,  the  Escrowed
          Proceeds  shall be released to ICN,  and the Escrow  Account  shall be
          closed.  If as of the  Determination  Date the  Deficiency  Amount  is
          greater than zero, the Deficiency Amount shall be reduced by an amount
          equal to the  greater of (i) the amount of the  Escrowed  Proceeds  or
          (ii) with respect to any sale directed by the Purchaser, the amount of
          the Reasonable  Preferred Stock Sale Price, and the Escrowed  Proceeds
          shall  be  released  to the  Purchaser  up to an  amount  equal to the
          Deficiency  Amount as so  reduced.  If as a result of the  release  of
          Escrowed Proceeds to the Purchaser the Deficiency Amount is reduced to
          zero,  the balance of the Escrowed  Proceeds shall be released to ICN,
          and the Escrow Account shall be closed.

     (d)  Release of Escrowed Preferred Stock if Deficiency Amount is Zero. If a
          Mandatory  Conversion  Event has not  occurred on or prior to December
          31,  2000,  but the  Deficiency  Amount as of that  date is zero,  all
          Escrowed  Preferred  Stock  shall be  released  to ICN and the  Escrow
          Account shall be closed.

     (e)  Sale of Escrowed  Preferred  Stock After  December 31, 2000.  Upon any
          sale of Escrowed  Preferred Stock as permitted in Paragraph 2(b) above
          on or after  December  31,  2000 but prior to the date of a  Mandatory
          Conversion  Event, the Deficiency Amount shall be reduced by an amount
          equal to the greater of (i) the amount of the proceeds of such sale or
          (ii) with respect to any sale directed by the Purchaser, the amount of
          the Reasonable  Preferred Stock Sale Price, and such proceeds shall be
          remitted  to the  Purchaser  up to an amount  equal to the  Deficiency
          Amount  as so  reduced.  If as a  result  of the  remittance  of  such
          proceeds to the  Purchaser the  Deficiency  Amount is reduced to zero,
          the balance of such proceeds  shall be remitted to ICN, and the Escrow
          Account shall be closed.


                                       -4-
<PAGE>
     (f)  Release of Escrowed  Preferred Stock Upon Mandatory  Conversion Event;
          Deposit of Escrowed  Common Stock.  Upon the occurrence of a Mandatory
          Conversion  Event  (i) if the  Deficiency  Amount  is then  zero,  the
          Escrowed Preferred Stock shall be released from the Escrow Account and
          the Escrow Account shall be closed,  or (ii) if the Deficiency  Amount
          is then  greater  than zero,  the  Escrowed  Preferred  Stock shall be
          exchanged for the common stock of Thrucomm received upon conversion of
          the  Escrowed   Preferred  Stock  in  connection  with  the  Mandatory
          Conversion Event (the "Escrowed Common Stock") and the Escrowed Common
          Stock shall be deposited into the Escrow Account.  Simultaneously with
          depositing  the  Escrowed  Common Stock into the Escrow  Account,  the
          owners or holders  thereof  shall deposit stock powers with respect to
          the Escrowed  Common Stock,  duly  executed in blank,  into the Escrow
          Account,  which shall only be released from the Escrow Account for the
          purpose  of  effectuating  sale of the  Escrowed  Common  Stock or any
          portion thereof in accordance with the terms of this Agreement or when
          the  Escrow  Account  is closed in  accordance  with the terms of this
          Agreement.

     (g)  Restrictions on Sale and Release of Escrowed Common Stock. No Escrowed
          Common  Stock  may be sold  or  otherwise  released  from  the  Escrow
          Account,  except  that  (i) ICN and the  Shareholders  may at any time
          direct that the Escrowed  Common Stock or any portion thereof be sold,
          but only if such Escrowed Common Stock is sold at a price no less than
          the Reasonable  Common Stock Sale Price, and (ii) the Purchaser may at
          any time direct that the Escrowed  Common Stock or any portion thereof
          be sold.

     (h)  Sale of Escrowed Common Stock. Upon any sale of Escrowed Common Stock,
          the  Deficiency  Amount  shall be  reduced  by an amount  equal to the
          greater  of (i) the amount of the  proceeds  of such sale or (ii) with
          respect  to any sale  directed  by the  Purchaser,  the  amount of the
          Reasonable  Common  Stock  Sale  Price,  and  such  proceeds  shall be
          remitted  to the  Purchaser  up to an amount  equal to the  Deficiency
          Amount  as so  reduced.  If as a  result  of the  remittance  of  such
          proceeds to the  Purchaser the  Deficiency  Amount is reduced to zero,
          the balance of such proceeds  shall be remitted to ICN, and the Escrow
          Account shall be closed.

     (i)  Close of Escrow  Account.  In  addition  to the  closing of the Escrow
          Account in the circumstances  described above in this Paragraph 2, the
          Escrow  Account shall be closed when all Escrowed  Preferred  Stock or
          Escrowed  Common Stock has been sold in a manner  permitted under this
          Paragraph 2.

     (j)  Cooperation.  The parties  hereto agree to execute such  documents and
          instruments  and take such other  action as may  reasonably  be deemed
          appropriate  by any of the others in order to  effectuate  the sale or
          release of any  Escrowed  Preferred  Stock or  Escrowed  Common  Stock
          pursuant to this  Paragraph 2 or otherwise to  effectuate  the matters
          contemplated under this Paragraph 2.

     (k)  Prior  Escrow  Account.  Upon the opening of the Escrow  Account,  the
          Escrow  Agreement  between the Purchaser,  ICN, the  Partnership,  the
          Shareholders and Star Bank, National Association dated as of September
          1, 1993 shall be closed.

3. ICN and Thrucomm Board of Directors.
                                      -5-
<PAGE>
     (a)  ICN. The  provisions of Paragraph  2(a) of the Third  Agreement  shall
          continue in full force and effect.

     (b)  Thrucomm  Directors Prior to Mandatory  Conversion Event. At all times
          prior  to  the  occurrence  of  a  Mandatory   Conversion  Event,  the
          Partnership  shall  vote its  shares  of  Thrucomm  to elect and shall
          continue to maintain a Board of Directors of Thrucomm of not less than
          five (5) and not more than nine (9)  persons,  consisting  at least of
          (i) an  individual  nominated  by the  Purchaser,  (ii) an  individual
          nominated  by a  majority-in-interest  of the Limited  Partners of the
          Partnership other than the Purchaser,  (iii) an individual proposed by
          ICN and  reasonably  acceptable to the Purchaser and to the individual
          nominated  thereto by the Limited  Partners of the  Partnership  other
          than  the  Purchaser,  and  (iv) so long as he  desires,  Mr.  Vincent
          Rinaldi. In connection therewith,  the Partnership and Thrucomm shall:
          (A) cause all certificates representing shares of Thrucomm's Mandatory
          Convertible Preferred Stock, Series G, to reflect that the Partnership
          has agreed to elect  members  of the Board of  Directors  as  required
          under this  Paragraph  3(b) and that a copy of this  Agreement  may be
          obtained from Thrucomm; (B) not permit or suffer to exist the Articles
          of Incorporation or ByLaws of Thrucomm to contain any provisions which
          would  contravene or otherwise be inconsistent  with the provisions of
          this Paragraph 3(b); and (C) provide to the Purchaser such evidence as
          the Purchaser may reasonably request from time to time with respect to
          compliance by the  Partnership  with the  provisions of this Paragraph
          3(b).

     (c)  Thrucomm Directors After Mandatory  Conversion Event. Upon a Mandatory
          Conversion  Event and thereafter so long as any Escrowed  Common Stock
          remains in the Escrow  Account,  ICN and the  Shareholders  shall vote
          their  shares of Thrucomm  for  election to the Board of  Directors of
          Thrucomm of an individual designated by the Purchaser.

4. Transfer of Interests.

     (a)  The Partnership and ICN. The provisions of Paragraph 3(a) of the Third
          Agreement shall continue in full force and effect.

     (b)  Thrucomm.  Neither ICN nor either of the Shareholders may transfer any
          portion of the Escrowed  Preferred Stock or the Escrowed Common Stock,
          except in accordance with the provisions of Paragraph 2 above.

5. Life  Insurance.  The provisions of Paragraph 4 of the Third  Agreement shall
continue in full force and effect.

6. Registration.

     (a)  Partnership  Registration.  The  provisions  of Paragraph  5(a) of the
          Third Agreement shall continue in full force and effect.

     (b)  Thrucomm  Registration.  Contemporaneously  with the execution of this
          Agreement,  Thrucomm, the Purchaser and Blue Chip Capital Fund Limited
          Partnership  shall  enter  into a  Registration  Rights  Agreement  in
          substantially the form attached hereto as Exhibit B.

7.   Rights  of First  Refusal.  The  provisions  of  Paragraph  6 of the  Third
     Agreement shall continue in full force and effect.

                                      -6-
<PAGE>
8.   Legal Fees and Expenses. Except as otherwise provided in Paragraph 5 of the
     Third Agreement, the Partnership,  Thrucomm and ICN, jointly and severally,
     agree to pay all legal fees and expenses  incurred by the  Purchaser or any
     of its affiliates in connection with the  consummation of the  transactions
     contemplated under this Agreement, such fees and expenses to be paid within
     thirty (30) days after the date hereof.

9.   Representations  and Warranties.  Thrucomm,  the  Partnership,  ICN and the
     Shareholders  jointly and severally  represent and warrant to the Purchaser
     that:

     (a)  Due Execution.  This Agreement has been duly executed and delivered by
          Thrucomm,  the Partnership,  ICN and the Shareholders,  as applicable,
          and authorized by all requisite  partnership action on the part of the
          Partnership and all requisite  corporate action on the part of ICN and
          Thrucomm,  and constitutes the legal,  valid and binding obligation of
          each such party, enforceable against such party in accordance with its
          terms.

     (b)  No  Violation.  The  execution  and  delivery  of  this  Agreement  by
          Thrucomm,  the Partnership,  ICN and the Shareholders,  as applicable,
          and the  performance by them of their  obligations  hereunder,  do not
          constitute any violation of any applicable law or any provision of the
          Partnership  Agreement  or the Articles of  Incorporation,  By-Laws or
          other organizational or governing documents of ICN or Thrucomm, or any
          other agreement or governmental  restriction to which any of them is a
          party or by which any of them is bound,  or  require  the  consent  or
          approval  of the  Limited  Partners  of the  Partnership  or any other
          person or entity.

10. Miscellaneous.

     (a)  Governing  Law. This  Agreement  shall be governed by and construed in
          accordance with the laws of the State of Ohio.

     (b)  No Broker.  Each of the parties  hereto  represents and warrants that,
          except as described in the succeeding  sentence,  it has dealt with no
          broker  or  finder  in  connection   with  any  of  the   transactions
          contemplated  hereunder,  and no broker,  finder or other person is or
          will be entitled to any commission, finder's fee or other compensation
          as  a  result  of  consummation  of  the   transactions   contemplated
          hereunder. The Partnership,  ICN and the Shareholders represent to the
          Purchaser that CFG Securities Corp. ("CFG") and/or an affiliate of CFG
          has acted as a broker  for them in  connection  with the  transactions
          contemplated  hereunder,  and covenant  with the  Purchaser  that they
          shall pay all  commissions and other  compensation  due to CFG and any
          such affiliate on or prior to the date due.

     (c)  Modification;  Waiver.  No modification or amendment of this Agreement
          shall be binding unless executed in writing by all parties hereto.  No
          waiver of any of the provisions of this  Agreement  shall be deemed or
          shall constitute a waiver of any other provision hereof, nor shall any
          waiver  constitute  a  waiver  of the  same  provision  on  any  other
          occasion.  No waiver of any of the provisions  hereof shall be binding
          unless executed in writing by the party making such waiver.



                                      -7-
<PAGE>
     (d)  Successors  and Assigns.  This  Agreement  shall be binding upon,  and
          shall inure to the benefit of, the parties hereto and their respective
          successors and assigns.

     (e)  Notices. All notices required under this Agreement shall be in writing
          and  shall be  deemed  to have  been  given  on the  date of  personal
          delivery, or of deposit in the United States mail, postage prepaid, by
          registered or certified mail, return receipt requested, or of delivery
          to a nationally-recognized overnight courier service with arrangements
          made by the sender for payment  therefor,  addressed to the parties at
          their  addresses set forth above, or such other addresses as any party
          has notified the others as provided herein.

     (f)  Counterparts. This Agreement may be executed in multiple counterparts,
          each of which shall be deemed an original,  but all of which  together
          shall constitute one and the same instrument.

     (g)  Severability.  Any provision of this Agreement  which is prohibited or
          unenforceable in any jurisdiction  shall, as to such jurisdiction,  be
          ineffective  to the  extent of such  prohibition  or  unenforceability
          without  invalidating the remaining  provisions  hereof,  and any such
          prohibition  or   unenforceability   in  any  jurisdiction  shall  not
          invalidate  or  render  unenforceable  such  provision  in  any  other
          jurisdiction.

     (h)  Headings.  The  headings  of  paragraphs  and  subparagraphs  of  this
          Agreement are included for convenience of reference only and shall not
          be considered in construing any provisions contained therein.

     (i)  Remedies.   The  Partnership,   ICN,  Thrucomm  and  the  Shareholders
          acknowledge  and  agree  that in the  event  of  breach  of any of the
          provisions of Paragraphs 3, 4 and 7 above, the Purchaser would sustain
          irreparable  injury,  and  Thrucomm,  the  Partnership,  ICN  and  the
          Shareholders  recognize  that money  damages for such breach  would be
          difficult or impossible to ascertain.  Thrucomm, the Partnership,  ICN
          and the  Shareholders  therefore  agree  that the  Purchaser  shall be
          entitled, in addition to any other remedies and damages available,  to
          an injunction to restrain the violation of any of such provisions.

     (j)  Third  Party  Beneficiaries.  Neither  the  Limited  Partners  of  the
          Partnership nor any other person or entity shall be deemed third party
          beneficiaries with respect to any provision of this Agreement,  except
          that the Limited  Partners  shall be deemed third party  beneficiaries
          with  respect  to the  provisions  of  Paragraph  6(b)  of  the  Third
          Agreement.

     (k)  Conflict.  In the event of any conflict between the provisions of this
          Agreement and any provisions of the Third Agreement, the provisions of
          this Agreement shall be controlling.  Without  limiting the generality
          of the foregoing, it is hereby acknowledged by the parties hereto that
          Paragraphs 1, 2(b), 2(c), 3(b), 3(c), 5(b), 5(c), 5(d) and 5(e) of the
          Third Agreement are deleted and no longer in force and effect.






                                      -8-
<PAGE>



IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the date
first above written.

                                        BLUE CHIP/DATALINC CORPORATION



                                        By: _______________________________

                                        Title: ____________________________


                                        INTEGRATED COMMUNICATION NETWORKS, INC.




                                         By: _______________________________

                                         Title: ____________________________



                                         -----------------------------------
                                         JOHN F. KOLENDA



                                          -----------------------------------
                                          MARK J. GIANINNI



                                          DATALINC, LTD.

                                          By:      Integrated Communication
                                                   Networks, Inc., its
                                                   General Partner


                                          By: __________________________

                                          Title: _______________________

                                          THRUCOMM, INC.


                                          By: __________________________

                                          Title: _______________________





                                      -9-
<PAGE>