THRUCOMM, INC.

                                   $10,000,000

                     10% Senior Subordinated Notes due 2004

                                       and

                   Series B Senior Convertible Preferred Stock





                          SECURITIES PURCHASE AGREEMENT







                         Dated as of December ___, 1997





























                                       1
<PAGE>
                                TABLE OF CONTENTS


                                                                    PAGE NO.
1. AUTHORIZATION OF ISSUE OF SECURITIES...................................1
   1A. SENIOR SUBORDINATED NOTES..........................................1
   1B. CONVERTIBLE PREFERRED STOCK........................................1

2. PURCHASE AND SALE OF SECURITIES........................................2
   2A. PURCHASE AND SALE..................................................2
   2B. CLOSING............................................................2

3. CONDITIONS OF CLOSING..................................................2
   3A. OPINION OF COUNSEL TO THE COMPANY..................................2
   3B. REPRESENTATIONS AND WARRANTIES.....................................2
   3C. ARTICLES OF INCORPORATION AND BY-LAWS..............................3
   3D. [INTENTIONALLY OMITTED]............................................3
   3E. SECURITYHOLDERS AGREEMENT..........................................3
   3F. REGISTRATION RIGHTS AGREEMENT......................................3
   3G. COMPLIANCE WITH SECURITIES LAWS....................................3
   3H. PROCEEDINGS........................................................3
   3I. NO ADVERSE U.S. LEGISLATION, ACTION OR DECISION....................3
   3J. APPROVAL AND CONSENTS..............................................4
   3K. MATERIAL CHANGES...................................................4
   3L. BOARD NOMINEE......................................................4
   3M. USE OF PROCEEDS....................................................4
   3N. EQUITY FINANCING...................................................4
   3O. CERTIFICATE OF DESIGNATION.........................................4
   3P. STRUCTURING FEE....................................................5
   3Q. ROLL-UP OF FASTCOM AND DATALINC....................................5
   3R. DUE DILIGENCE REVIEW...............................................5
   3S. BLUE CHIP..........................................................5

4. PAYMENTS AND PREPAYMENTS OF THE SENIOR SUBORDINATED NOTES..............5
   4A. GENERAL............................................................5
   4B. MANDATORY PAYMENTS AND PREPAYMENTS OF THE SENIOR SUBORDINATED
       NOTES..............................................................6
   4C. PREPAYMENTS OF THE SENIOR SUBORDINATED NOTES UPON A CHANGE
       OF CONTROL.........................................................6
   4D. OPTIONAL PREPAYMENTS OF THE SENIOR SUBORDINATED NOTES..............6
   4E. NOTICE OF PREPAYMENTS..............................................6
   4F. MANDATORY PAYMENTS AND PARTIAL PREPAYMENTS PRO  RATA...............7
   4G. PUT OPTION OF HOLDERS OF SENIOR SUBORDINATED NOTES.................7

5. REDEMPTION OF THE CONVERTIBLE PREFERRED STOCK..........................7
   5A. PUT OPTION OF HOLDERS OF SHARES OF CONVERTIBLE PREFERRED STOCK
       UPON A CHANGE OF CONTROL...........................................7
   5B. PUT OPTION OF HOLDERS OF SHARES OF CONVERTIBLE PREFERRED STOCK
       IN THE ABSENCE OF A QUALIFYING PUBLIC OFFERING.....................7
   5C. EXERCISE OF THE PUT OPTION.........................................8
   5D.  FAIR MARKET VALUE.................................................8
   5E. MARKET PRICE.......................................................9

6. AFFIRMATIVE COVENANTS..................................................9
   6A. FINANCIAL STATEMENTS...............................................9
   6B. USE OF PROCEEDS...................................................10
   6C. BOOKS AND RECORDS; INSPECTION OF PROPERTY.........................10

                                       (i)
<PAGE>

                                                                    Page No.
   6D. COVENANT TO SECURE SENIOR SUBORDINATED NOTES EQUALLY..............12
   6E. ADDITIONAL COVENANTS PENDING THE CLOSING..........................12
   6F. STOCK TO BE RESERVED..............................................12
   6G. COMPLIANCE WITH LAWS, ETC.........................................12
   6H. ERISA.............................................................12
   6I. CORPORATE EXISTENCE; MAINTENANCE OF PROPERTIES....................13
   6J. INSURANCE.........................................................14
   6K. FURTHER ASSURANCES................................................14
   6L. FILING OF REPORTS UNDER THE EXCHANGE ACT..........................14
   6M. SECURITIES ACT REGISTRATION STATEMENTS............................14
   6N. NOTICES OF CERTAIN EVENTS.........................................15
   6O. BOARD NOMINEE.....................................................16
   6P. LISTING OF COMMON STOCK...........................................16
   6Q. ENVIRONMENTAL LAWS................................................16
   6R.  GUARANTEE BY SUBSIDIARY..........................................17
   6S.  ISSUANCE OF CONVERTIBLE PREFERRED STOCK WITH INTEREST NOTES21
   6T.  ISSUANCE OF CONVERTIBLE PREFERRED STOCK UPON FAILURE TO 
        REDEEM SENIOR SUBORDINATED NOTES AND CERTAIN REFINANCINGS OF
        SENIOR SUBORDINATED NOTES........................................18
   6U.  INABILITY OF COMPANY TO SERVICE PUT..............................19

7. NEGATIVE COVENANTS....................................................19
   7A. FINANCIAL COVENANTS...............................................19
   7B. RESTRICTIONS ON INDEBTEDNESS AND REPAYMENT OF INDEBTEDNESS........19
   7C. RESTRICTIONS ON LIENS.............................................20
   7D. RESTRICTED PAYMENTS...............................................20
   7E. LOANS, ADVANCES AND INVESTMENTS...................................20
   7F. LEASES............................................................21
   7G. TRANSACTIONS WITH AFFILIATES......................................21
   7H. MERGER............................................................21
   7I. DISPOSITION OF SUBSTANTIAL ASSETS.................................22
   7J. SALE OF STOCK AND DEBT OF SUBSIDIARIES............................22
   7K. CERTAIN CONTRACTS.................................................22
   7L. CONDUCT OF BUSINESS...............................................22
   7M. NO AMENDMENTS.....................................................23
   7N. REGISTRATION RIGHTS...............................................23
   7O. OFFERING OF SECURITIES............................................23
   7P. ISSUANCE OF SECURITIES............................................23

8. SUBORDINATION.........................................................23
   8A. SUBORDINATED DEBT SUBORDINATE TO SENIOR DEBT......................23
   8B. SUSPENSION OF RIGHT TO RECEIVE PAYMENTS OF  SUBORDINATED DEBT.....24
   8B(1). FAILURE TO PAY PRINCIPAL OF OR INTEREST ON SENIOR DEBT.........24
   8B(2). ACCELERATION OF PAYMENT OF SENIOR DEBT OR  SUBORDINATED DEBT...25
   8B(3). BANKRUPTCY OR INSOLVENCY.......................................25
   8C. RIGHTS OF HOLDERS OF SENIOR DEBT NOT TO BE IMPAIRED...............26
   8D. COMPANY'S OBLIGATION UNCONDITIONAL................................26
   8E. PAYMENTS HELD IN TRUST............................................26
   8F. SUBROGATION.......................................................27
   8G. RELIANCE BY HOLDERS ON FINAL ORDER OR DECREE......................27
   8H. LEGEND............................................................27
   8I. AMENDMENT.........................................................27

9. EVENTS OF DEFAULT.....................................................27
   9A. GENERAL...........................................................27
   9B. OTHER REMEDIES....................................................30
                                      (ii)
<PAGE>

                                                                    Page No.
10. REPRESENTATIONS AND WARRANTIES OF THE COMPANY........................31
   10A. ORGANIZATION, QUALIFICATION AND AUTHORITY........................31
   10B. FINANCIAL STATEMENTS.............................................31
   10C. CAPITAL STOCK AND RELATED MATTERS................................32
   10D. ACTIONS PENDING..................................................32
   10E. OUTSTANDING DEBT; DEFAULTS.......................................32
   10F. TITLE TO PROPERTIES..............................................33
   10G. TAXES............................................................33
   10H. CONFLICTING AGREEMENTS...........................................33
   10I. OFFERING OF SECURITIES...........................................33
   10J. BROKER'S OR FINDER'S COMMISSIONS.................................34
   10K. REGULATION G, ETC................................................34
   10L. ENVIRONMENTAL MATTERS............................................34
   10M. ERISA............................................................35
   10N. POSSESSION OF FRANCHISES, LICENSES, ETC..........................35
   10O. PATENTS, ETC.....................................................35
   10P. HOLDING COMPANY AND INVESTMENT COMPANY STATUS....................35
   10Q. GOVERNMENTAL CONSENTS............................................36
   10R. INSURANCE COVERAGE...............................................36
   10S. SUBSIDIARIES.....................................................36
   10T. DISCLOSURE.......................................................36
   10U. RELATED PARTY TRANSACTIONS.......................................36
   10V. REGISTRATION RIGHTS..............................................36
   10W. ABSENCE OF FOREIGN OR ENEMY STATUS...............................37
   10X. AGREEMENTS WITH AFFILIATES.......................................37
   10Y. CONVERTIBLE PREFERRED STOCK AND EQUITY OF THE COMPANY............37

11. REPRESENTATIONS AND WARRANTIES OF THE INVESTORS......................37

12. DEFINITIONS..........................................................37

13. MISCELLANEOUS........................................................46
   13A. HOME OFFICE PAYMENT..............................................47
   13B. INDEMNIFICATION..................................................47
   13C. CONSENT TO AMENDMENTS............................................48
   13D. FORM, REGISTRATION, TRANSFER AND EXCHANGE OF SENIOR
        SUBORDINATED NOTES; LOST SENIOR SUBORDINATED NOTES...............48
   13E. PROVISIONS APPLICABLE IF ANY OF THE SECURITIES ARE SOLD..........50
   13F. RESTRICTIVE LEGENDS..............................................50
   13G. PERSONS DEEMED OWNERS............................................50
   13H. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.......................50
   13I. SUCCESSORS AND ASSIGNS...........................................50
   13J. NOTICES..........................................................50
   13K. DESCRIPTIVE HEADINGS.............................................50
   13L. GOVERNING LAW; CONSENT TO JURISDICTION...........................50
   13M. DELAY FEES.......................................................51
   13N. REMEDIES.........................................................51
   13O. ENTIRE AGREEMENT.................................................51
   13P. SEVERABILITY.....................................................52
   13Q. AMENDMENTS.......................................................52
   13R. PAYMENT DATE.....................................................52
   13S. WAIVER OF TRIAL BY JURY..........................................52
   13T. COUNTERPARTS.....................................................52



                                      (iii)
<PAGE>


EXHIBITS

Exhibit A Form of Senior Subordinated Note and Interest Note
Exhibit B             Form of Certificate of Designation
Exhibit C             Form of Opinion of Counsel to the Company
Exhibit D             Form of Registration Rights Agreement
Exhibit E             Form of Securityholders Agreement
Exhibit F             Form of Subsidiary Guarantee















































                                      (iv)

<PAGE>

                                 THRUCOMM, INC.

                          SECURITIES PURCHASE AGREEMENT



                                   Dated as of
                               December ___, 1997


To the Investors named on the signature pages hereto:

     The undersigned,  THRUCOMM, INC. (the "COMPANY"), a Florida corporation and
each of the  investors  named on the signature  pages hereto (the  "INVESTORS"),
hereby agree as follows:

1.   AUTHORIZATION OF ISSUE OF SECURITIES.

     1A. SENIOR  SUBORDINATED  NOTES.  The Company will authorize the issuance,
     sale  and  delivery  to the  Investors  of its  senior  subordinated  notes
     ("SENIOR SUBORDINATED NOTES" and individually called a "SENIOR SUBORDINATED
     NOTE ) in the aggregate  principal  amount of $10,000,000,  to be dated the
     date of issue  thereof,  to mature  (subject  to  Section 4 hereof)  on the
     seventh  anniversary  of such  date of issue  and to bear  interest  on the
     unpaid balances  thereof from the date thereof at the rate of 10% per annum
     until the  principal  thereof  shall,  subject  to the terms of the  Senior
     Subordinated  Notes,  be paid.  Such  Senior  Subordinated  Notes  shall be
     substantially  in the form of Exhibit A attached  hereto.  Interest will be
     payable  quarterly  in  arrears  in cash on the last day of  [March,  June,
     September and December],  in each year,  commencing on [December 31, 1997];
     PROVIDED,  HOWEVER, that the Company may, until the earlier to occur of (i)
     a Public  Offering or (ii) the second  anniversary of the Closing Date (the
     "PIK DATE"), issue interest notes ("INTEREST NOTES" and individually called
     an  "INTEREST  NOTE"),  together  with  additional  shares  of  Convertible
     Preferred  Stock (as defined below) to the extent  provided in paragraph 6S
     hereof,  in lieu of a cash  payment of any or all  interest due during such
     period. Such Interest Notes shall be substantially in the form of Exhibit A
     attached  hereto.  For purposes of this  Agreement,  all  references to the
     Senior  Subordinated  Notes shall be deemed to include any and all Interest
     Notes.  [The Senior  Subordinated  Notes shall bear a legend on their face,
     indicating  that the  Senior  Subordinated  Notes  have  been  issued  with
     original  issue  discount  and  the  name  and  address  of  the  Company's
     representative  who, upon the request of a holder,  can supply  information
     about such original issue discount.]

     1B.  CONVERTIBLE  PREFERRED  STOCK.  The  Company  will also  authorize the
     issuance,  sale and delivery to the  Investors  of 1,600,000  shares of its
     Series B Senior  Convertible  Preferred  Stock,  par value  $.001 per share
     (herein  called  the  "CONVERTIBLE   PREFERRED   STOCK",   and  the  Senior
     Subordinated Notes and the Convertible Preferred Stock shall be referred to
     herein  collectively  as  the  "SECURITIES").   The  powers,  designations,
     preferences and relative  participating,  optional or other special rights,
     and  the  qualifications,  limitations  or  restrictions  thereof,  of  the
     Convertible Preferred Stock are set forth in the Certificate of Designation
     of the Convertible Preferred Stock in the form of Exhibit B attached hereto
     (the "CERTIFICATE OF DESIGNATION").

                                        1
<PAGE>

2. PURCHASE AND SALE OF SECURITIES.

     2A. PURCHASE AND SALE.  The Company  hereby agrees to sell to the Investors
     and,  subject to the terms and conditions  herein set forth,  the Investors
     severally  agree to purchase  from the Company,  the  Securities  set forth
     opposite the name of each of the Investors on the  signature  pages hereof.
     The aggregate purchase price for the Securities is $10,000,000.

     2B. CLOSING. The purchase and delivery of the Securities to be purchased by
     the Investors  shall take place at a closing (the "CLOSING") at the offices
     of Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd Street, New
     York, New York 10022, at 10:00 a.m.,  local time, on December  [___],  1997
     (or at such other time and place or on such other  Business Day  thereafter
     as the parties hereto shall agree) (herein called the "CLOSING  DATE").  On
     the Closing Date,  the Company will deliver the  Securities to be purchased
     by the  Investors  payable to or  registered  in the names of the Investors
     and/or  the  Investors'  nominees  or  other  designees  specified  on  the
     signatures  pages hereof in the amounts set forth  opposite the name of the
     Investors on the signature  pages hereof,  against  receipt of the purchase
     price  therefor by wire transfer to [BANK ACCOUNT  INFORMATION].  If at the
     Closing, the Company shall, in breach of this Agreement,  fail to tender to
     the  Investors  any of the  Securities to be purchased by them or if any of
     the conditions  specified in Section 3 hereof shall not have been satisfied
     or waived by the Investors,  the Investors  shall,  at their  election,  be
     relieved of all further  obligations  under this Agreement  without thereby
     waiving any other  rights  they may have by reason of such  failure or such
     non-fulfillment.  Notwithstanding  anything to the contrary, the obligation
     of the Company to deliver  any  Securities  to any  Investor at the Closing
     shall be conditioned on its concurrent receipt of the purchase price of all
     of the Securities from the Investors.

3. CONDITIONS OF CLOSING. The Investors'  obligation to purchase and pay for the
Securities to be purchase by them hereunder is subject to the  satisfaction,  on
or before the Closing Date, of the following conditions:

     3A.  OPINION OF COUNSEL TO THE COMPANY.  The Investors  shall have received
     from Schifino & Fleischer,  P.A.,  counsel to the Company,  a legal opinion
     addressed to the Investors and dated the Closing Date, substantially in the
     form of Exhibit C attached hereto.

     3B.  REPRESENTATIONS  AND  WARRANTIES.  Each  of  the  representations  and
     warranties  contained  in  Section 10 hereof  and those  otherwise  made in
     writing by the  Company  or on behalf of the  Company  by its  officers  or
     directors  and  contained in any  document,  certificate  or other  written
     statement  provided  to the  Investors  by the  Company or on behalf of the
     Company by its officers or directors,  in connection with the  transactions
     contemplated  by this  Agreement  shall be true and correct in all material
     respects when made and on and as of the Closing Date,  except to the extent
     of changes caused by the transactions herein contemplated;  provided,  that
     each of such representations and warranties containing any qualification as
     to materiality therein shall be true and correct when made and on and as of
     the  Closing  Date,   except  to  the  extent  of  changes  caused  by  the
     transactions herein  contemplated;  all of the covenants and obligations of
     the  Company  hereunder  to be  performed  or  observed  on or prior to the
     Closing  shall have been duly  performed or observed;  there shall exist on


                                       2
<PAGE>

     the Closing Date and after giving effect to such transactions no Default or
     Event of Default;  and the Company shall have delivered to the Investors an
     Officer's Certificate, dated the Closing Date, to the foregoing effects.

     3C.  ARTICLES  OF  INCORPORATION  AND  BY-LAWS.  The  Investors  shall have
     received  certificates,  dated the Closing  Date,  of the  Secretary of the
     Company  attaching  (i)  true  and  complete  copies  of  the  Articles  of
     Incorporation  of the Company as filed with the appropriate state officials
     of its jurisdiction of incorporation with all amendments thereto, (ii) true
     and  complete  copies of the  By-laws  of the  Company in effect as of such
     date, (iii)  certificates of good standing of the appropriate  officials of
     the jurisdiction of incorporation of the Company and of each state in which
     the  Company  is  required  to be  qualified  to do  business  as a foreign
     corporation,  except  where  the  failure  to so  qualify  would not have a
     Material Adverse Effect,  (iv) resolutions of the Board of Directors of the
     Company  authorizing  (a) the  execution,  delivery and  performance of the
     Related Documents,  (b) the issuance and delivery of the Securities and (c)
     the  reservation  for issuance of a  sufficient  number of shares of Common
     Stock into which the Convertible Preferred Stock may be converted to permit
     such conversion,  and (d) certificates as to the incumbency of the officers
     of the Company executing this Agreement or any other Related Document.

     3D. [INTENTIONALLY OMITTED].

     3E.  SECURITYHOLDERS  AGREEMENT.  The Investors shall have received a fully
     executed   counterpart   of  the   Securityholders   Agreement   and   such
     Securityholders  Agreement shall be in full force and effect and no term or
     condition thereof shall have been amended, modified or waived.

     3F.  REGISTRATION  RIGHTS  AGREEMENT.  The Investors  shall have received a
     fully executed  counterpart of the  Registration  Rights Agreement and such
     Registration Rights Agreement shall be in full force and effect and no term
     or condition thereof shall have been amended, modified or waived.

     3G.  COMPLIANCE  WITH  SECURITIES  LAWS.  The  offering  and  sale  of  the
     Securities  under this  Agreement  shall have complied with all  applicable
     requirements of federal and state  securities laws, and the Investors shall
     have  received   evidence  of  such   compliance  in  form  and  substance
     satisfactory to them.

     3H.  PROCEEDINGS.  All required  corporate and other  proceedings  taken or
     required  to be taken in  connection  with  the  transactions  contemplated
     hereby and all documents in ident thereto shall be reasonably  satisfactory
     in form and substance to the Investors and their counsel, and the Investors
     and their  counsel shall have  received all such  counterpart  originals or
     certified or other copies of such documents as they may reasonably request.

     3I. NO ADVERSE U.S.  LEGISLATION,  ACTION OR  DECISION.  To the best of the
     Company's knowledge, after reasonable inquiry, no legislation, order, rule,
     ruling or regulation shall have been enacted or made by or on behalf of any
     governmental body, department or agency of the United States, nor shall any
     legislation  have been  introduced  and  favorably  reported for passage to
     either  House of  Congress by any  committee  of either such House to which
     such  legislation  has been  referred  for  consideration,  nor  shall  any
     decision of any court of competent  jurisdiction  within the United  States


                                       3
<PAGE>

     have  been  rendered  which  would  materially  and  adversely  affect  the
     Business.  There shall be no action,  suit,  investigation  or  proceeding,
     pending or  threatened,  against  or  affecting  the  Company or any of its
     properties or rights,  or any of its  Affiliates,  associates,  officers or
     directors,  before any court,  arbitrator or administrative or governmental
     body which (i) seeks to restrain,  enjoin,  prevent the  consummation of or
     otherwise  affect  the  transactions  contemplated  by any  of the  Related
     Documents  or  (ii)   questions  the  validity  or  legality  of  any  such
     transaction  or seeks to  recover  damages  or to  obtain  other  relief in
     connection with any such transaction.

     3J.  APPROVAL  AND  CONSENTS.  The  Company  shall have duly  received  all
     authorizations,  consents,  approvals,  licenses,  franchises,  permits and
     certificates by or of all federal, state and local governmental authorities
     necessary  or  advisable  for  the  issuance  of  the  Securities  and  the
     consummation  of the  transactions  contemplated  hereby and by the Related
     Documents, and all thereof shall be in full force and effect at the time of
     the Closing, except where the failure to have received any such items would
     not have a Material Adverse Effect. The Company shall have delivered to the
     Investors an Officer's Certificate, dated the Closing Date, to such effect.

     3K. MATERIAL  CHANGES.  Since December 31, 1996,  there shall not have been
     any changes in the Business which have or could  reasonably be expected to,
     individually or in the aggregate, have a Material Adverse Effect, nor shall
     there have been any  development  or  discovery of an event or condition or
     any material  contingency  or other  liability  which could  reasonably  be
     expected  to have  such  effect  on the  Business.  Except  as set forth on
     Schedule 10E hereto, there shall exist no defaults  under the provisions of
     any instrument evidencing Indebtedness of the Company and the Company shall
     have delivered to the Investors an Officer's Certificate, dated the Closing
     Date, to such effect.

     3L. BOARD NOMINEE. The Board of Directors of the Company shall be initially
     constituted as contemplated by Section 3.1 of the Securityholders Agreement
     and the nominee  designated by the Investors  shall have been  appointed to
     the Board of Directors effective upon the Closing.

     3M. USE OF PROCEEDS. The Investors shall have received evidence in form and
     substance  reasonably  satisfactory  to  them  with  respect  to the use of
     proceeds by the Company in accordance with paragraph 6B.

     3N. EQUITY  FINANCING.  The Company shall have received at least $5,000,000
     of  additional  financing  as  follows:  (i)  $___________  shall have been
     deposited with United Bank of Pinellas pursuant to the terms of one or more
     Subscription  Agreements for the issuance of shares of the Company's Series
     A Senior  Convertible  Preferred Stock and (ii) ____________  shares of the
     common  stock,  par value $.01 per share,  of the  O'Gara  Company,  a Ohio
     corporation,  shall have been  deposited  pursuant to that  certain  Escrow
     Agreement,  dated as of December ___,  1997, by and among the Company,  Mr.
     Jeffrey Brausch and ____________.

     3O.  CERTIFICATE OF DESIGNATION.  The Certificate of Designation shall have
     been  filed  with the  Secretary  of State of the State of  Florida and the
     Investors shall have received a certificate, dated the Closing Date, of the



                                       4
<PAGE>

     Secretary  of  the  Company  attaching  a true  and  complete  copy  of the
     Certificate  of  Designation  as filed with the  Secretary  of State of the
     State of Florida.

     3P.  STRUCTURING  FEE.  The  Company  shall  have paid to Pecks  Management
     Partners Ltd. a structuring and due diligence fee of $50,000.

     3Q.  ROLL-UP OF FASTCOM AND  DATALINC.  The  Company,  Fastcom and Datalinc
     shall have consummated the transactions  contemplated by the Reorganization
     Agreement without waiver by any of the parties thereto of any material term
     or condition of such agreement.

     3R. DUE DILIGENCE REVIEW. The Investors shall have completed a satisfactory
     due diligence review, determined in the sole and absolute discretion of the
     Investors,  of the Company's business,  including,  but not limited to, the
     Company's business plan, technology and management.

     3S. BLUE CHIP.  The Company,  Blue  Chip/Datalinc  Corporation,  a Delaware
     corporation,   Integrated   Communications   Networks,   Inc.,   a  Florida
     corporation,  Datalinc,  Mark J.  Gianinni and John F.  Kolenda  shall have
     consummated the  transactions  contemplated  by the  Blue  Chip  Agreement
     without  waiver  by any of the  parties  thereto  of any  material  term or
     condition of such agreement.

4. PAYMENTS AND PREPAYMENTS OF THE SENIOR SUBORDINATED NOTES.

     4A.  GENERAL.  The Senior Subordinated  Notes shall be subject to mandatory
     payments as specified in paragraph 4B and to the optional prepayments under
     the circumstances  set forth in paragraph 4C. No partial  prepayment of the
     Senior  Subordinated  Notes  pursuant  to  paragraph  4D shall  relieve the
     Company of its obligations to make any of the required prepayments pursuant
     to paragraph 4B.

     4B. MANDATORY  PAYMENTS AND PREPAYMENTS OF THE SENIOR  SUBORDINATED  NOTES.
     (a) On the fifth  anniversary of the Closing Date,  one-third  (1/3) of the
     principal  amount  of  the  Senior  Subordinated  Notes  then  outstanding,
     together with all accrued and unpaid interest thereon to and including such
     date,  shall  become immediately  due and  payable and shall be paid by the
     Company  to the  holders  of the Senior  Subordinated  Notes.  On the sixth
     anniversary of the Closing Date,  one-half (1/2) of the principal amount of
     the Senior  Subordinated Notes then outstanding,  together with all accrued
     and unpaid  interest  thereon to and  including  such  date,  shall  become
     immediately due and payable by the Company and shall be paid by the Company
     to the holders of the Senior Subordinated Notes. On the seventh anniversary
     of the Closing Date, the principal amount of all Senior  Subordinated Notes
     then outstanding,  together with all accrued and unpaid interest thereon to
     and including such date, shall become immediately due and payable and shall
     be paid by the Company to the holders of the Senior Subordinated Notes.

     Two (2) days after the Company's  consummation of any Public Offering,  the
     Company  shall  prepay  the  Senior  Subordinated  Notes in an  outstanding
     principal  amount (together with all accrued and unpaid interest thereon to
     and including  such date) equal to the lesser of (i) one third (1/3) of the
     amount  of  proceeds  received  by the  Company  in  such  offering  net of
     underwriting  discount  and  registration  expenses  as  disclosed  in  the


                                       5
<PAGE>

     effective  registration  statement  for such  Public  Offering  or (ii) the
     principal  amount  of  all  Senior  Subordinated  Notes  then  outstanding,
     together with all accrued and unpaid interest thereon to and including such
     date. No later than 30 days prior to any Public Offering, the Company shall
     provide written notice to the holders of Senior  Subordinated Notes setting
     forth estimates of the proceeds to the Company from such Public Offering.

     4C. PREPAYMENTS OF THE SENIOR  SUBORDINATED NOTES UPON A CHANGE OF CONTROL.
     Upon a Change of Control the  principal  amount of the Senior  Subordinated
     Notes outstanding, together with all accrued and unpaid interest thereon to
     the Repayment  Date (as defined  below) shall become due and payable on the
     Repayment  Date and  shall be paid by the  Company  to the  holders  of the
     Senior Subordinated Notes. Upon the occurrence of a Change of Control, or 
     the Company acquiring knowledge of a pending Change of Control,  the notice
     furnished to each holder of Senior  Subordinated  Notes under  paragraph 6N
     shall (i) refer  specifically  to paragraph 4C, (ii) state that the Company
     will prepay the principal  amount of all of the Senior  Subordinated  Notes
     outstanding held by each holder of Senior Subordinated Notes, together with
     all  accrued  and  unpaid  interest  to the date of  prepayment  and  (iii)
     indicate  that the  Company  will prepay the Senior  Subordinated  Notes as
     provided  in clause (ii) above  simultaneously  with such Change of Control
     (the  "REPAYMENT  DATE").  If a proposed Change of Control shall not occur,
     (i) the Company shall have no obligation  under this paragraph 4C to prepay
     any  Senior  Subordinated  Notes  notwithstanding  the fact that the notice
     required  pursuant  to  paragraph  6N  had  previously  been  delivered  in
     connection  with such proposed  Change of Control,  (ii) the obligations of
     the Company  under this  paragraph 4C shall not be affected with respect to
     any  subsequent  Change of Control,  and (iii) if any holder of Convertible
     Preferred  Stock  shall have  converted  all or any  shares of  Convertible
     Preferred  Stock after  receiving the notice  referred to in this paragraph
     4C, the Company  shall be required,  at the election of such holder  within
     ten Business Days after notice that such proposed Change of Control did not
     occur,  to issue new shares of Convertible  Preferred Stock in exchange for
     the Common  Stock  issued upon  conversion  of such  shares of  Convertible
     Preferred Stock.

     4D.  OPTIONAL  PREPAYMENTS  OF THE SENIOR  SUBORDINATED  NOTES.  The Senior
     Subordinated  Notes  shall be subject to  prepayment,  in whole or in part,
     without  premium or  penalty,  at the option of the Company at any time and
     from time to time at a price equal to (x) the outstanding  principal amount
     of the Senior  Subordinated  Notes to be prepaid  PLUS (y) all  accrued and
     unpaid interest thereon up to and including the date of prepayment.

     4E. NOTICE OF PREPAYMENTS. In the event of prepayment pursuant to paragraph
     4D,  written  notice of such  prepayment  shall be given by the  Company by
     overnight  courier,  first-class  mail or certified  mail,  return  receipt
     requested,  postage prepaid to the holders of the Senior Subordinated Notes
     at their  respective  addresses  as the same  appear on the  records of the
     Company,  30 days prior to the prepayment  date,  specifying the prepayment
     date, the principal mount of the Senior Subordinated Notes to be prepaid on
     such date and that such  prepayment is to be made pursuant to paragraph 4D.
     Notice of prepayment  having been given as aforesaid,  the principal amount
     of the Senior  Subordinated  Notes specified in such notice,  together with
     interest  thereon to the prepayment  date,  shall become due and payable on
     such prepayment date.


                                       6
<PAGE>

     4F. MANDATORY  PAYMENTS AND PARTIAL  PREPAYMENTS PRO RATA. If there is more
     than one holder of the Senior  Subordinated  Notes, the aggregate principal
     amount of each partial prepayment of the Senior Subordinated Notes shall be
     allocated  among the holders of the Senior  Subordinated  Notes at the time
     outstanding  in  proportion  to the unpaid principal  amounts of the Senior
     Subordinated  Notes  respectively held by each such holder. For purposes of
     allocation  pursuant to this  paragraph 4F only,  each Senior  Subordinated
     Note (to the extent possible) shall be rounded to the nearest $1,000.

     4G. PUT OPTION OF HOLDERS OF SENIOR  SUBORDINATED  NOTES.  If, on the third
     anniversary of the Closing Date, the Company has not completed a Qualifying
     Public  Offering,  any holder of Senior  Subordinated  Notes shall have the
     right (the "NOTE PUT RIGHT") upon delivery of a Put Notice (as  hereinafter
     defined in  paragraph  5C),  to require  the Company to purchase at the Put
     Option  Closing (as  hereinafter  defined in paragraph 5C), and the Company
     agrees to so purchase, all or any of the Senior  Subordinated Notes held by
     such holder; provided, that there shall not be more than one (1) Put Option
     Closing  pursuant to the exercise of a Note Put Right  hereunder in any 120
     day period. The redemption price for the Senior Subordinated Notes shall be
     paid at the Put Option Closing (as hereinafter  defined in paragraph 5C) by
     certified  check  or  by  wire  transfer  of  immediately  available  funds
     denominated  in U.S.  dollars  to one or more  accounts  designated  by the
     holders of the Senior  Subordinated  Notes to the Company  prior to the Put
     Option  Closing in an amount  equal to the  principal  amount of the Senior
     Subordinated  Notes to be  redeemed,  together  with all accrued and unpaid
     interest thereon to and including the date of such Put Notice.

5. REDEMPTION OF THE CONVERTIBLE PREFERRED STOCK.

     5A. PUT OPTION OF HOLDERS OF SHARES OF CONVERTIBLE  PREFERRED  STOCK UPON A
     CHANGE OF  CONTROL.  If, at any time  after the  Closing  Date,  there is a
     Change of  Control,  any holder of shares of  Convertible  Preferred  Stock
     shall have the right (the "CHANGE OF CONTROL PUT RIGHT") upon delivery of a
     Put Notice (as hereinafter defined in paragraph 5C), to require the Company
     to redeem at the Put Option  Closing (as  hereinafter  defined in paragraph
     5C), and the Company  agrees to so purchase out of funds legally  available
     therefor,  all or any of the shares of Convertible  Preferred Stock held by
     such holder.  The redemption price for the shares of Convertible  Preferred
     Stock upon an Investor's exercise of a Change of Control Put Right shall be
     paid to such  Investor at the Put Option  Closing by certified  check or by
     wire transfer of immediately available funds denominated in U.S. dollars to
     one or more  accounts  designated  by such Investor to the Company prior to
     the Put Option  Closing in an amount equal to the greater of the Investor's
     Pro Rata Share of (i) the Fair Market  Value of the  Convertible  Preferred
     Stock  relating  to the Common  Stock into which the shares of  Convertible
     Preferred Stock subject to the Change of Control Put Right are convertible,
     determined at the time of the Put Notice, or (ii) $3,000,000.

     5B. PUT OPTION OF HOLDERS OF SHARES OF CONVERTIBLE  PREFERRED  STOCK IN THE
     ABSENCE OF A QUALIFYING  PUBLIC OFFERING.  If, on the third  anniversary of
     the  Closing  Date,  the  Company has not  completed  a  Qualifying  Public
     Offering,  any holder of shares of Convertible  Preferred  Stock shall have
     the right (the  "PUBLIC  OFFERING PUT RIGHT") upon delivery of a Put Notice
     (as hereinafter  defined in paragraph 5C), to require the Company to redeem
     at the Put Option Closing (as hereinafter defined in paragraph 5C), and the


                                       7
<PAGE>

     Company agrees to so purchase out of funds legally available therefor,  all
     or any of the shares of  Convertible  Preferred  Stock held by such holder.
     The redemption price for the shares of Convertible  Preferred Stock upon an
     Investor's  exercise of a Public  Offering  Put Right shall be paid to such
     Investor at the Put Option  Closing by certified  check or by wire transfer
     of immediately  available funds  denominated in U.S. dollars to one or more
     accounts designated by such Investor to the Company prior to the Put Option
     Closing in an amount equal to the greater of the  Investor's Pro Rata Share
     of (i) the Fair Market Value of the Convertible Preferred Stock relating to
     the  Common  Stock into which the  shares of  Convertible  Preferred  Stock
     subject to the Public Offering Put Right are convertible, determined at the
     time of the Put Notice, or (ii) $3,000,000.

     5C. EXERCISE OF THE PUT OPTION.  To exercise a Change of Control Put Right,
     a Public  Offering  Put Right or a Note Put Right,  any holder of shares of
     Convertible  Preferred  Stock shall deliver to the Company a written notice
     (the "PUT NOTICE") which shall (i) refer specifically to this paragraph 5C,
     (ii) state the number of shares of Convertible  Preferred Stock (or, in the
     case of an exercise of a Note Put  Right,  the  principal  amount of Senior
     Subordinated  Notes)  held by such  holder  that the Company is required to
     redeem,  (iii) indicate that a closing (the "PUT OPTION  CLOSING") for such
     redemption  shall take place on a date specified in the notice,  which date
     shall be a date  occurring  not earlier  than 45 days nor more than 60 days
     after the date on which the notice is delivered;  PROVIDED,  HOWEVER, that,
     in the case of the  exercise  of a Change of Control  Put Right or a Public
     Offering Put Right, if the Fair Market Value shall not have been determined
     as of 60 days after the date on which the Put Notice is delivered,  the Put
     Option  Closing shall occur on an  agreed-upon  date not later than 15 days
     after the  determination of Fair Market Value,  (iv) indicate where the Put
     Option  Closing  shall take place and (v) be delivered  by  certified  mail
     return receipt requested.  At the Put Option Closing, the Company shall pay
     the  price for the  securities  being  purchased  against  delivery  of the
     securities being redeemed.

     5D. FAIR MARKET  VALUE.  The term "FAIR MARKET  VALUE" means either (i) the
     Market Price, if any (as calculated in accordance with paragraph 5E below),
     of the Common  Stock or (ii) if no Market  Price  exists,  the value (which
     shall not take into effect any minority  discounts)  of the Common Stock as
     determined  by the price per share of such  Common  Stock which the Company
     could  obtain from a  willing  buyer  (not  a  current  employee,  officer,
     consultant or director or any Affiliate of any such Person) for such shares
     sold by the Company,  as determined in good faith by the Board of Directors
     of the Company;  PROVIDED,  HOWEVER,  that if (x) the Investors' nominee on
     the Board of Directors of the Company have not affirmatively voted in favor
     of such  determination made by the Board of Directors of the Company or (y)
     there is no such nominee, the Investors may refer the question of valuation
     (which  shall  not take  into  effect  any  minority  discounts)  for final
     settlement to a nationally recognized investment banking firm designated by
     the  Investors  and  reasonably  acceptable  to the Company;  and provided,
     FURTHER,  that if the parties cannot agree on such a firm, each party shall
     choose a nationally  recognized investment banking firm, which shall choose
     a third firm which shall be nationally recognized and that third firm shall
     determine the Fair Market  Value,  which  determination  shall be final and
     binding.  The cost relating to retaining  any  investment  banking  firm(s)
     pursuant to this  paragraph 5D shall be borne by the  Company.  The parties


                                       8
<PAGE>

     agree  to  cooperate  in the  exercise  of  their  obligations  under  this
     paragraph  5D so that  the Fair  Market  Value  is  determined  in a timely
     manner.

     5E. MARKET PRICE. As used in this Section 5, the term "MARKET PRICE" of any
     security shall mean the value  determined in accordance  with the following
     provisions:

          if  such  security  is  listed  on  a  national   securities  exchange
     registered  under the  Exchange  Act, a price equal to the volume  weighted
     average of the closing  sales prices for such security on such exchange for
     each day during the 20 trading  days  preceding  the day of the Put Notice;
     and

          if not so listed under clause (i) above and such security is quoted on
     the NASDAQ or other national quotation system, a price equal to the average
     of the volume weighted average of the closing bid and asked prices for such
     security  quoted  on such  system  each  day  during  the 20  trading  days
     preceding the day of the Put Notice.

6.  AFFIRMATIVE  COVENANTS.  All  covenants  contained  herein  shall  be  given
independent  effect so that if a particular action or condition is not permitted
by any such covenant,  the fact that such action or condition would be permitted
by an exception to, or otherwise be within the limitations of, another  covenant
shall not avoid the occurrence of a Default if such action is taken or condition
exists. The provisions of this Section 6 are for the benefit of the Investors so
long as they hold any of the Securities and, to the extent set forth herein, for
the benefit of each other holder of the Securities; PROVIDED, HOWEVER, that upon
the  repayment in full of any and all amounts  (including,  without  limitation,
principal and interest) due under the Senior Subordinated Notes outstanding, the
Company and its Subsidiaries shall no longer be bound by the covenants set forth
in paragraphs 6A (other than 6A(iii), (v) and (vi)), 6B, 6D, 6E, 6H, 6N, and 6R;
PROVIDED,  FURTHER,  that at such time as the Convertible  Preferred Stock is no
longer outstanding, the Company and its Subsidiaries shall no longer be bound by
the covenants set forth in paragraphs 6A(v),  6A(vi),  6C, 6I, 6J, 6K, 6L and 6Q
(other than 6Q(iv)).

     6A.  FINANCIAL  STATEMENTS.  The  Company  will  deliver to each  holder of
     Securities  (except as set forth in paragraph 6A(i) below and excluding any
     holder that is a competitor of the Company and its Subsidiaries):

          as soon as  practicable  and in any event within (i) 45 days after the
     end of each of the first  three  months of fiscal year 1997 and (i) 30 days
     after the end of each month in each fiscal year commencing with April 1997,
     the Company will deliver to the Investors'  designee on the Company's Board
     of  Directors  (appointed  pursuant to Section  3.1 of the  Securityholders
     Agreement) unaudited management reports of the Company and its Subsidiaries
     setting forth the financial,  operational and other performance data of the
     Company  and  its   Subsidiaries   in  reasonable   detail  and  reasonably
     satisfactory to the Investors,  which shall include at least a consolidated
     statement  of  operations,  a  consolidated  statement  of cash flows and a
     consolidated balance sheet for or as at the end of such month, in each case
     setting forth, in comparative  form,  comparable  information from the same
     month in the  preceding  fiscal year and  management's  budget,  all to the
     extent such reports are then  prepared by  management of the Company in the
     conduct of its business or for presentation to the Board of Directors;

                                       9
<PAGE>

          as soon as  practicable  and in any event within 45 days after the end
     of  each   quarterly   period  in  each  fiscal  year,   consolidated   and
     consolidating  statements of income,  changes in  stockholders'  equity and
     cash flow of the Company and its Subsidiaries for such quarterly period and
     for the period from the beginning of the current  fiscal year to the end of
     such quarterly period and a consolidated and consolidating balance sheet of
     the Company and its  Subsidiaries as at the end of the most recent year and
     at the  end of  such  quarterly  period,  setting  forth  in  each  case in
     comparative  form  figures for the  corresponding  period in the  preceding
     fiscal year, all in reasonable detail and reasonably  satisfactory in scope
     to the  holder  or  holders  of 66 2/3% or more (by  number of  shares)  of
     Securities  and  prepared in  accordance  with GAAP  (except  for  footnote
     disclosure) on a basis  consistent  with past practice and certified by the
     chief financial officer or chief executive officer of the Company as fairly
     presenting  the  financial  condition of the Company and its  Subsidiaries,
     subject to the changes resulting from audit and year-end adjustments;

          as soon as practicable  and in any event within 120 days after the end
     of each fiscal year,  consolidated and consolidating  statements of income,
     changes  in  stockholders'  equity  and cash  flow of the  Company  and its
     Subsidiaries  for such year, and a consolidated and  consolidating  balance
     sheet  of the  Company  and its  Subsidiaries  as at the end of such  year,
     setting forth in each case in comparative form  corresponding  figures from
     the  preceding  annual  audit,  all in  reasonable  detail  and  reasonably
     satisfactory  in  scope to the  holder  or  holders  of 66 2/3% or more (by
     number  of  shares)  of  Securities,  and in each  case  audited  by  Price
     Waterhouse LLP, or such other independent  public accountants of recognized
     national standing selected by the Company,  and reasonably  satisfactory to
     the holders of Securities,  whose report in each case shall state that such
     consolidated  financial statements present fairly the results of operations
     and cash flows of the Company and its Subsidiaries, in accordance with GAAP
     on a basis  consistent  with prior years and that the  examination  by such
     accountants  has been made in accordance with generally  accepted  auditing
     standards then in effect in the United States;

          as soon as practicable and in any event by the end of each fiscal year
     beginning  with  fiscal  year  1997,  a  budget  for  the  Company  and its
     Subsidiaries, as approved by the Board of Directors of the Company and each
     Subsidiary, for the following fiscal year setting forth in comparative form
     corresponding  figures from the preceding fiscal year, in reasonable detail
     and  certified  as to its  good-faith  preparation  by the chief  financial
     officer or chief executive officer of the Company and each Subsidiary;

          promptly   upon   transmission   thereof,   copies  of  all  financial
     statements,  information  circulars,  proxy  statements  and reports as the
     Company or any Subsidiary shall send to its stockholders  that are material
     to the business of the Company and its Subsidiaries,  taken as a whole, and
     copies of all  registration  statements  and  prospectuses  and all reports
     which it or any of its officers or directors  file with the  Commission (or
     any  governmental  body  or  agency  succeeding  to  the  functions  of the
     Commission) or with any securities  exchange on which any of its securities
     are  listed or with  NASDAQ,  and  copies of all press  releases  and other
     statements made available  generally by the Company or its  Subsidiaries to
     the public concerning material  developments in the business of the Company
     and its Subsidiaries;


                                       10
<PAGE>

          promptly upon receipt  thereof,  a copy of each other report submitted
     to the Company or any of its  Subsidiaries  by  independent  accountants in
     connection  with any annual,  interim or special  audit made by them of the
     books of the Company or any of its Subsidiaries; and

          with reasonable promptness, such other financial and/or operating data
     as the holders of Securities may reasonably request.

          notwithstanding  the  foregoing,  the  obligation  of the  Company  to
     provide  comparative  information  from  prior  periods  pursuant  to  this
     paragraph 6A shall  commence  with the reports  delivered  for fiscal month
     January 1999.

          Together with each delivery of the  financial  statements  required by
     clauses  (ii) and (iii)  above,  the Company will deliver to each holder of
     Securities an Officer's Certificate (a) demonstrating (with computations in
     reasonable  detail) compliance by the Company and its Subsidiaries with the
     provisions   of  paragraph  7A,  (b)  stating  that  the  Company  and  its
     Subsidiaries are in compliance with the provisions of paragraphs 7B, 7C, 7D
     and 7E, and (c)  stating  that there  exists no Default or Event of Default
     or, if any  Default  or Event of  Default  exists,  specifying  the  nature
     thereof,  the period of  existence  thereof  and what  action  the  Company
     proposes  to take with  respect  thereto.  Together  with each  delivery of
     financial  statements  required by clause  (iii)  above,  the Company  will
     deliver to each  holder of  Securities  a  certificate  of the  accountants
     referred  to in such  clause  (iii)  stating  that,  in  making  the  audit
     necessary to the  certification  of such  financial  statements,  they have
     obtained no  knowledge  of any Default or Event of Default or, if, to their
     knowledge  any such  Default or Event of  Default  exists,  specifying  the
     nature  and  period of  existence  thereof;  PROVIDED,  HOWEVER,  that such
     accountants  shall not be liable  to anyone by reason of their  failure  to
     obtain knowledge of any such Default or Event of Default which would not be
     disclosed in the course of an audit  conducted in accordance with generally
     accepted  auditing  standards  then in effect in the  United  States.  Each
     holder  of  Securities  is  hereby  authorized  to  deliver  a copy  of any
     financial statement or certificate  delivered pursuant to this paragraph 6A
     to any regulatory body having  jurisdiction  over such holder that requests
     or requires  delivery of such  information;  provided,  that each holder of
     Securities  making such a delivery will promptly  provide written notice to
     the Company of such delivery.

     6B. USE OF  PROCEEDS.  Schedule 6B sets forth the use of proceeds  from the
     sale of the securities.

     6C. BOOKS AND RECORDS;  INSPECTION OF PROPERTY.  The Company will keep, and
     will cause each of its  Subsidiaries  to keep,  proper  books of record and
     account  in which  full,  true and  correct  entries in  conformity  in all
     material  respects  with GAAP shall be made of all  material  dealings  and
     transactions  in relation to their  business  and  activities.  The Company
     will, upon reasonable  advance notice,  permit any Person  representing any
     Investor  and  designated  in  writing  by such  holder,  at such  holder's
     expense,  to visit and inspect any of the properties of the Company and its
     Subsidiaries during normal business hours in a manner which does not unduly
     interrupt  the  normal  course  of  business,  to  examine  the  corporate,
     financial and operating  records of the Company or any of its  Subsidiaries


                                       11
<PAGE>

     and make copies  thereof or extracts  therefrom and to discuss the affairs,
     finances  and  accounts  of any of such  corporations  with the  directors,
     officers and independent  accountants of the Company and its  Subsidiaries,
     all at such  reasonable  times and as often as the holders  may  reasonably
     request.

     6D. COVENANT TO SECURE SENIOR SUBORDINATED NOTES EQUALLY. If the Company or
     any of its  Subsidiaries  shall  create or assume  any Lien upon any of its
     property or assets,  whether now owned or  hereafter  acquired,  other than
     Liens  permitted by the provisions of paragraph 7C hereof,  it will make or
     cause to be made effective provisions whereby the Senior Subordinated Notes
     will be  secured  by such Lien  senior  to any and all  other  Indebtedness
     (other  than  Senior  Debt)  thereby  secured  as  long as any  such  other
     Indebtedness shall be so secured.

     6E.  ADDITIONAL  COVENANT  PENDING THE CLOSING.  Pending the  Closing,  the
     Company will not, without the prior written consent of the Investors,  take
     any action  which,  to the Company's  knowledge,  results (i) in any of the
     representations  or warranties  contained in this  Agreement not being true
     and  correct  in  all  material  respects  (without  giving  effect  to any
     qualification  as to materiality  contained  therein) at and as of the time
     immediately after such action or (ii) in any of the covenants  contained in
     this Agreement becoming incapable of performance.  Pending the Closing, the
     Company will promptly  advise the Investors of any action or event of which
     either  becomes  aware  which has the  effect of making  incorrect,  in any
     material respect,  any of such  representations  or warranties or which has
     the effect of rendering any of such covenants incapable of performance. The
     Company will duly perform, in all material respects,  all of its respective
     obligations required to be performed under each of the Related Documents to
     which it is a party.

     6F. STOCK TO BE RESERVED.  The Company  covenants that all shares of Common
     Stock that may be issued upon conversion of the Convertible Preferred Stock
     will, upon issuance,  be validly issued,  fully paid and  nonassessable and
     free from all  taxes,  liens  and  charges  with  respect  to the  issuance
     thereof.  The Company further covenants that during the period within which
     the Convertible  Preferred Stock may be converted,  the Company will at all
     times have authorized and reserved a sufficient  number of shares of Common
     Stock  to  permit  the  conversion  of  all of the  outstanding  shares  of
     Convertible  Preferred Stock and shares of Convertible Preferred Stock that
     are otherwise issuable at any time pursuant to the terms of this Agreement,
     including, without limitation, paragraphs [6S, 6T and 6U] hereof.

     6G. COMPLIANCE WITH LAWS, ETC. The Company will, and will cause each of its
     Subsidiaries  to,  comply with the  requirements  of all  applicable  laws,
     rules, regulations and orders of any Governmental Authority, and obtain and
     maintain in good standing all licenses,  permits and approvals from any and
     all   governments,   governmental   commissions,   boards  or  agencies  of
     jurisdictions  in which they carry on  business  required in respect of the
     operations of the Company and its Subsidiaries, except for those with which
     the failure to comply or maintain would not have a Material Adverse Effect.

     6H. ERISA.  Promptly (and in any event within 30 days) after the Company or
     any of its  Subsidiaries  knows that a Reportable Event with respect to any
     Pension Plan has occurred,  that any Pen ion Plan is or may be  terminated,


                                       12
<PAGE>

     reorganized,  partitioned or declared  insolvent under Title IV of ERISA or
     that the Company or any of its Subsidiaries will or may incur any liability
     under  Section  4062,  4063,  4064,  4201 or 4204 of ERISA or promptly upon
     becoming aware of the occurrence of any (i) event  requiring the Company or
     any of its Subsidiaries to provide security to a Pension Plan under Section
     401(a)(29)  of the Code,  (ii)  "prohibited  transaction",  as such term is
     defined  in  Section  4975  of the  Code or in  Section  406 of  ERISA,  in
     connection  with any employee  benefit plan maintained or contributed to by
     the Company or any of its Subsidiaries or any trust created  thereunder for
     which a statutory  or  administrative  exemption  is not  available,  (iii)
     notice of intent to terminate a Pension  Plan or Pension  Plans having been
     filed under Title IV of ERISA by the Company,  any  Subsidiary or any ERISA
     Affiliate,  any  Pension  Plan  administrator  or  any  combination  of the
     foregoing,  (iv)  institution of proceedings by the PBGC to terminate or to
     cause a trustee to be appointed to administer any Pension Plan, (v) partial
     or  complete  withdrawal  by the  Company,  any  Subsidiary  or  any  ERISA
     Affiliate  from  any  Multiemployer   Pension  Plan,  (vi)  institution  of
     proceedings  by a fiduciary of any  Multiemployer  Pension Plan against the
     Company or any of its Subsidiaries to enforce Section 515 of ERISA and such
     proceeding shall not have been dismissed  within 30 days thereafter,  (vii)
     failure of the Company,  any  Subsidiary  or any ERISA  Affiliate to make a
     required  installment under Section 412(m) of the Code or any other payment
     required  under Section 412 of the Code or to pay any amount which it shall
     have become  liable to pay to the PBGC or to a Pension  Plan under Title IV
     of ERISA on or before the due date, (viii) application by the Company,  any
     Subsidiary  or any  ERISA  Affiliate  for a waiver of the  minimum  funding
     standard  under  Section 412 of the Code or Section  302 of ERISA,  or (ix)
     "reorganization"  (as  defined  in  Section  418 of the Code or Title IV of
     ERISA) of any Multiemployer  Pension Plan, the Company will deliver to each
     holder of Securities,  a certificate of the chief financial  officer of the
     Company,  setting forth  information as to such occurrence and what action,
     if any, the Company is required or proposes to take with  respect  thereto.
     The Company  shall also  deliver to each holder of  Securities  any notices
     concerning  such  occurrences  which  are (a)  required  to be filed by the
     Company or the plan  administrator  of any such Pension Plan  controlled by
     the Company or any of its  Subsidiaries  with the PBGC,  or (b) received by
     the Company or any of its  Subsidiaries  from any plan  administrator  of a
     Multiemployer  Pension  Plan not under their  control.  The  Company  shall
     furnish to each holder of  Securities  a copy of each annual  report  (Form
     5500  Series,  excluding  Schedule  SSA) of any  Pension  Plan  received or
     prepared  by it or any of its  Subsidiaries.  Each  annual  report  and any
     notice required to be delivered  hereunder shall be delivered no later than
     30 days after the later of the date such report or notice is filed with the
     Internal  Revenue  Service or the PBGC or the date such report or notice is
     received by the Company or any of its Subsidiaries, as the case may be.

     6I. CORPORATE EXISTENCE; MAINTENANCE OF PROPERTIES. The Company (i) will do
     or cause to be done all things reasonably necessary to preserve and keep in
     full force and effect its corporate  existence,  rights and  franchises and
     the corporate existence,  rights and franchises of its Subsidiaries (except
     as specifically permitted by paragraphs 7H and 7I hereof), except where the
     failure to maintain  such rights and  franchises  would not have a Material
     Adverse Effect,  (ii) will take all reasonable  steps to cause its material
     properties and the material properties of its Subsidiaries to be maintained
     and kept in good  condition,  repair and working order  (ordinary  wear and


                                       13
<PAGE>

     tear  excepted)  and will  cause to be made all  reasonable  and  necessary
     repairs, renewals, replacements,  betterments and improvements thereto, and
     (iii) will, and will cause each of its  Subsidiaries to, qualify and remain
     qualified to conduct business in each jurisdiction  where the nature of the
     business of or ownership of property by the Company or such  Subsidiary may
     require such  qualification,  except where the failure to so qualify  would
     not have a Material Adverse Effect.

     6J.  INSURANCE.  The  Company  will maintain,  and will  cause  each of its
     Subsidiaries to maintain,  with financially  sound and reputable  insurance
     companies, funds or underwriters, insurance for itself and its Subsidiaries
     of the kinds, covering the risks and in the relative  proportionate amounts
     usually  carried by companies  conducting  business  activities  similar to
     those  of the  Company  and its  Subsidiaries.  From  and  after  a  Public
     Offering,  the Company will use its reasonable commercial efforts to obtain
     and maintain  directors  and officers  liability  insurance  similar to the
     insurance  usually  carried by  companies  conducting  business  activities
     similar to those of the Company and its Subsidiaries.

     6K.  FURTHER  ASSURANCES.  The  Company  shall  co operate  with any of the
     Investors  and  execute  such  further  instruments  and  documents  as the
     Investors shall reasonably request to carry out to the satisfaction of such
     Investors the transactions contemplated by this Agreement.

     6L. FILING OF REPORTS UNDER THE EXCHANGE ACT. The Company shall,  and shall
     cause each of its  Subsidiaries  to, give prompt notice to each Investor of
     the filing of any  registration  statement (an  "EXCHANGE ACT  REGISTRATION
     STATEMENT")  pursuant  to  the  Exchange  Act  relating  to  any  class  of
     securities of the Company or any of its Subsidiaries and the  effectiveness
     of such  Exchange Act  Registration  Statement  and, with respect to equity
     securities,  the  number  of  shares  of  such  class  of  equity  security
     outstanding as reported in such Exchange Act Registration Statement. If and
     for so long as the Company or any of its Subsidiaries has a class of equity
     securities  required to be  registered  under the Exchange Act, the Company
     and such  Subsidiaries  shall (i) comply in all material  respects with the
     reporting requirements of the Exchange Act, and (ii) comply in all material
     respects with all other public  information  reporting  requirements of the
     Commission  that are a condition to the  availability  of an exemption from
     the Securities  Act (under Rule 144 thereof,  as amended from time to time,
     or successor  rule thereto or  otherwise)  for the sale of shares of Common
     Stock by any  Investor.  The  Company  shall,  and shall  cause each of its
     Subsidiaries to, cooperate with each Investor in supplying such information
     as may be  reasonably  necessary for such Investor to complete and file any
     information   reporting  forms  presently  or  hereafter  required  by  the
     Commission  as a condition to the  availability  of an  exemption  from the
     Securities  Act (under Rule 144  thereunder or  otherwise)  for the sale of
     shares of Common Stock by any Investor.

     6M. SECURITIES ACT REGISTRATION  STATEMENTS.  The Company covenants that it
     shall  not,  and shall  cause  each of its  Subsidiaries  not to,  file any
     registration  statement  under the  Securities  Act covering any securities
     unless it shall first have given to each  Investor 10 days  written  notice
     thereof.  The Company  further  covenants that each Investor shall have the
     right, at any time when it may reasonably be deemed by such Investor or the
     Company  or any of  its  Subsidiaries  to be a  controlling  person  of the


                                       14
<PAGE>

     Company or any of its  Subsidiaries,  to participate in the  preparation of
     such registration  statement (regardless of whether or not an Investor will
     be  a  selling  security  holder  in  connection  with  such   registration
     statement)  and to request the insertion  therein of material  furnished to
     the Company or any of its  Subsidiaries in writing which in such Investor's
     reasonable judgment should be included. In connection with any registration
     statement referred to in this paragraph 6M, the Company will indemnify each
     Investor, its partners, officers and directors and each person, if any, who
     controls such Investor  within the meaning of Section 15 of the  Securities
     Act (collectively,  the "INVESTOR  PARTIES"),  against all losses,  claims,
     damages, liabilities and expenses caused by any untrue statement or alleged
     untrue statement of a material fact contained in any registration statement
     or prospectus  or any  preliminary  prospectus or any amendment  thereof or
     supplement  thereto or caused by any omission or alleged  omission to state
     therein a material fact required to be stated  therein or necessary to make
     the  statements  therein not  misleading,  except  insofar as such  losses,
     claims, damages, liabilities or expenses are caused by any untrue statement
     or alleged untrue  statement or omission or alleged  omission  contained in
     written information  furnished to the Company or any of its Subsidiaries by
     such Investor Parties expressly for use in such registration statement. If,
     in connection with any such registration  statement,  such Investor Parties
     shall furnish written information to the Company or any of its Subsidiaries
     expressly  for  use in  the  registration  statement,  such  Investor  will
     indemnify the Company,  its directors,  each of its officers who signs such
     registration  statement  and each person,  if any, who controls the Company
     within the  meaning of the  Securities  Act  against  all  losses,  claims,
     damages, liabilities and expenses caused by any untrue statement or alleged
     untrue  statement of a material fact or any omission or alleged omission of
     a material  fact  required to be stated in the  registration  statement  or
     prospectus  or any  preliminary  prospectus  or any  amendment  thereof  or
     supplement  thereto  or  necessary  to  make  the  statements  therein  not
     misleading,  but only to the extent that such untrue  statement  or alleged
     untrue  statement  or such  omission or alleged  omission is  contained  in
     information  so furnished in writing by such Investor for use therein.  The
     provisions  of this  paragraph 6M are in addition to, and not in limitation
     of, the provisions of the Registration Rights Agreement.

     6N.  NOTICES OF CERTAIN  EVENTS.  The Company shall promptly give notice to
     each holder of Securities  (i) of the occurrence of any Default or Event of
     Default,  (ii) of any  default  or event of default under  any  contractual
     obligation  of the Company or any of its  Subsidiaries  if such  default or
     event  of  default,   individually  or  in  the  aggregate,  relates  to  a
     contractual  obligation  equal to or in  excess of  $100,000,  (iii) of any
     pending or threatened litigation,  investigation or proceeding to which the
     Company or any of its Subsidiaries is or is threatened to be a party which,
     if such pending or threatened litigation,  investigation or proceeding were
     adversely  determined,  would  create a  liability  of the  Company  or its
     Subsidiaries equal to or in excess of $100,000 that is not fully covered by
     insurance held by the Company or its  Subsidiaries,  or (iv) of a Change of
     Control Event. Any notice delivered  pursuant to this paragraph 6N shall be
     accompanied  by an  Officer's  Certificate  specifying  the  details of the
     occurrence referred to therein and stating what action the Company proposes
     to take with respect thereto,  or if such action has not been determined at
     the time of giving such notice, a statement to that effect.  In addition to



                                       15
<PAGE>

     the  foregoing,  in the  case  contemplated  by  clause  (iv) of the  first
     sentence  of this  paragraph  6N, the  Company  will also  comply  with the
     provisions of paragraphs 4C hereof.

     6O.  BOARD  NOMINEE.  As long  as (x) any  Senior  Subordinated  Notes  are
     outstanding  or (y) the  Investors  hold at  least  25% of the  Convertible
     Preferred  Stock  or  Common  Stock  obtained  through  conversion  of  the
     Convertible  Preferred  Stock held by them on the date hereof,  the Company
     will  use its  best  efforts  to have  one (1)  nominee  designated  by the
     Investors  elected to the Board of  Directors  of the  Company  and of each
     Subsidiary  that  the  Investors  elect.  Any  director  designated  by the
     Investors  shall  receive  (A) all  materials  distributed  to the Board of
     Directors  of the Company or any  Subsidiary,  as the case may be,  whether
     provided to  directors in advance of,  during or after,  any meeting of the
     applicable Board of Directors, regardless of whether such director shall be
     in attendance at any such meeting,  (B) the same compensation other outside
     members of the Board of Directors of the Company or any Subsidiary,  as the
     case may be,  shall  receive in his or her  capacity as a director  and (C)
     reimbursement  of the  reasonable  out-of-pocket  expenses of such director
     incurred in attending the meetings of the Board of Directors of the Company
     or any Subsidiary, as the case may be.

     6P.  LISTING OF COMMON  STOCK.  The  Company  covenants  and agrees for the
     benefit of the  Investors  and each holder of any Common  Stock issued upon
     conversion of the Convertible  Preferred Stock,  that at the time of and in
     connection with the listing of Common Stock or any other equity  securities
     of the  Company  on any  national  securities  exchange,  it  will,  at its
     expense,  use its best efforts to cause the shares of Common Stock issuable
     from time to time upon conversion of the Convertible  Preferred Stock to be
     approved  for  listing,  subject to notice of  issuance,  and will  provide
     prompt  notice to each such  exchange of the issuance  thereof from time to
     time.

     6Q.  ENVIRONMENTAL  LAWS.  (i) The Company will comply with, and will cause
     each of its Subsidiaries to comply with, and use its best efforts to ensure
     compliance  by all tenants and  subtenants  and with  respect to all of its
     assets with, all licenses,  permits and other authorizations required under
     all applicable laws, regulations, orders, notices and other requirements of
     Governmental Authorities relating to public health and safety, pollution or
     to the protection of the environment (the "ENVIRONMENTAL  LAWS") and obtain
     and comply with and  maintain,  and use its best efforts to ensure that all
     tenants and  subtenants  obtain and comply with and  maintain,  any and all
     licenses,  approvals,  registrations  or permits  required by Environmental
     Laws,  except to the  extent  that  failure  to so comply or to obtain  and
     comply  with and  maintain  such  licenses,  approvals,  registrations  and
     permits does not have, and could not reasonably be expected to result in, a
     Material Adverse Effect.

          The Company will, and will cause each of its  Subsidiaries to, conduct
     and complete all  investigations,  studies,  sampling and testing,  and all
     remedial,  removal and other actions, required under Environmental Laws and
     promptly  comply with all lawful orders and directives of all  Governmental
     Authorities with respect to Environmental  Laws,  except to the extent that
     the same are being  contested in good faith by  appropriate  proceedings or
     the  dependency  of such  proceedings  would  not have a  Material  Adverse
     Effect.

                                       16
<PAGE>

          The Company will, and will cause each of its  Subsidiaries  to, notify
     the holders of the  Securities of any of the  following  that is reasonably
     likely to have a Material Adverse Effect:

          any claim with  respect to any  Environmental  Law that the Company or
     any of its  Subsidiaries  receives,  including  one to  take or pay for any
     remedial,  removal, response or cleanup or other action with respect to any
     hazardous  substance,  hazardous  waste,  contaminant,  pollutant  or toxic
     substance (as such terms are defined in any applicable  Environmental  Law)
     (collectively,  "HAZARDOUS  SUBSTANCES") contained on or generated from any
     property owned or leased by the Company or any of its Subsidiaries;

          any notice of any alleged  violation of or knowledge by the Company or
     any of its  Subsidiaries of a condition that might  reasonably  result in a
     violation of any Environmental Law;

          any  commencement  of or  receipt of written  intent to  commence  any
     judicial or administrative proceeding or investigation alleging a violation
     or potential  violation of any requirement of any  Environmental Law by the
     Company or any of its Subsidiaries; and

          the release of any Hazardous  Substance at any property owned,  leased
     or used by the Company or any of its Subsidiaries.

          Without  limiting the  generality of paragraph  13B, the Company will,
     and will cause each of its  Subsidiaries  to,  indemnify  the Investors and
     each  holder  from  time to  time  of the  Securities  and  each  of  their
     respective directors, officers,  employees, agents, partners and Affiliates
     (each such  person  being  called an  "INDEMNITEE"  and  collectively,  the
     "INDEMNITEES") against, and hold each Indemnitee harmless from, any claims,
     demands,  penalties,  fines, liabilities,  settlements,  damages, costs and
     expenses (including  reasonable counsel fees, charges and disbursements) of
     whatever  kind or nature  arising  out of, or in any way  relating  to, the
     violation of,  noncompliance with or liability under any Environmental Laws
     applicable to the operations of the Company,  any orders,  requirements  or
     demands of Governmental  Authorities related thereto or the presence of any
     Hazardous  Substance on, at, beneath or near any Property owned,  leased or
     used  by  the  Company  or  any of  its  Subsidiaries,  including,  without
     limitation,  attorneys' and consultants' fees, investigation and laboratory
     fees,  Response Costs (as such term is defined in CERCLA),  court costs and
     litigation  expenses,  except to the extent that any of the  foregoing  are
     found  by a  final  and  nonappealable  decision  of a court  of  competent
     jurisdiction to have resulted from the willful misconduct of the Indemnitee
     seeking indemnification  therefor. The obligation of the Company under this
     paragraph 6Q(iv) shall survive the payment of the Senior Subordinated Notes
     and the conversion of the Convertible Preferred Stock.

          Neither  the  Company's  nor  any  of  its  Subsidiaries'  plants  and
     facilities  will use,  manage,  treat,  store or dispose  of any  Hazardous
     Substances in violation of any Environmental Laws.

     6R. GUARANTEE BY SUBSIDIARY. Promptly upon any Person becoming a Subsidiary
     of the Company, the Company covenants that it will cause such Subsidiary to
     execute and deliver to the Investors such appropriate documents,  including
     this Agreement and the Subsidiary  Guarantee,  to become a guarantor  under
     this Agreement and the Subsidiary Guarantee.

                                       17
<PAGE>

     6S.  ISSUANCE OF  CONVERTIBLE  PREFERRED  STOCK WITH  INTEREST  NOTES.  The
     Company  agrees to  issue,  together  with any  Interest  Notes,  shares of
     Convertible  Preferred Stock which are convertible into .0022% of the Fully
     Diluted  Outstanding  Shares  at the  time  of  such  issuance  per  $1,000
     principal  amount  of  Interest  Notes  issued.  All such  shares  shall be
     registered  in the  name of the  recipient  of the  Interest  Notes  or its
     designee  and will,  upon  issuance,  be  validly  issued,  fully  paid and
     nonassessable  and free from all taxes,  liens and charges  with respect to
     the issuance thereof.

     6T.  ISSUANCE OF CONVERTIBLE  PREFERRED STOCK UPON FAILURE TO REDEEM SENIOR
     SUBORDINATED NOTES AND CERTAIN  REFINANCINGS OF SENIOR  SUBORDINATED NOTES.
     (a) If the Senior  Subordinated  Notes  have not been  repaid in full on or
     prior to July [___],  1999, then on July [___], 1999 (and on each one-month
     anniversary  thereof  until (i) the  Senior  Subordinated  Notes  have been
     repaid in full or (ii) December  [___],  1999, whichever occurs first) the
     Company  shall issue to each  Investor  such  Investor's  Pro Rata Share of
     shares of Convertible  Preferred Stock which are convertible into 1% of the
     Fully Diluted  Outstanding  Shares at the time of such  issuance.  All such
     shares shall be registered in the name of such Investor or its designee and
     will, upon issuance,  be validly issued,  fully paid and  nonassessable and
     free from all  taxes,  liens  and  charges  with  respect  to the  issuance
     thereof.  For  purposes of this  Agreement,  "Pro Rata Share"  means,  with
     respect to any  Investor,  a fraction,  the  numerator  of which equals the
     amount of Senior  Subordinated  Notes to be purchased by such  Investor set
     forth opposite its name on the signature pages hereof,  and the denominator
     of which equals $10,000,000.

          (b) In the event  the  Company  shall  redeem  all of the  outstanding
     Senior  Subordinated  Notes  after June  [___],  1999 and prior to December
     [___],  1999 with the proceeds from the incurrence of  Indebtedness  with a
     stated maturity of no sooner than December [___],  2000, then the Investors
     shall  return to the Company  for  cancellation  all shares of  Convertible
     Preferred  Stock  issued to the  Investors  pursuant  to  clause  (a) above
     (including  any shares of Common Stock issued upon  conversion  of any such
     shares of Convertible Preferred Stock), and the Company shall issue to each
     Investor such Investor's Pro Rata Share of shares of Convertible  Preferred
     Stock which are convertible into 3% of the Fully Diluted Outstanding Shares
     at the time of such  issuance.  All such shares shall be  registered in the
     name of such Investor or its designee and will,  upon issuance,  be validly
     issued,  fully paid and  nonassessable  and free from all taxes,  liens and
     charges with respect to the issuance thereof.

          (c) In the event any  Senior  Subordinated  Notes  remain  outstanding
     after the consummation of a Qualifying Public Offering,  the Company shall,
     within 10 days of the  consummation  of such  Qualifying  Public  Offering,
     issue to each  Investor  such  Investor's  Pro Rata Share of that number of
     shares  of  Convertible  Preferred  Stock  equal  to the  product  of (i) a
     fraction,  the  numerator  of which equals the  principal  amount of Senior
     Subordinated  Notes then  outstanding,  and the denominator of which equals
     $10,000,000 times (ii) that number of shares of Convertible Preferred Stock
     which would,  upon issuance,  be  convertible  into 6% of the Fully Diluted
     Outstanding Shares. All such shares shall be registered in the name of such
     Investor or its designee and will, upon issuance,  be validly issued, fully
     paid and  nonassessable  and free from all taxes,  liens and  charges  with
     respect to the issuance thereof.

                                       18
<PAGE>

     6U.  INABILITY  OF COMPANY TO SERVICE  PUT. IF THE COMPANY IS UNABLE TO PAY
     THE REDEMPTION  PRICE FOR EITHER  (I) THE  SENIOR  SUBORDINATED  NOTES UPON
     EXERCISE  OF A NOTE PUT RIGHT OR (II) THE SHARES OF  CONVERTIBLE  PREFERRED
     STOCK UPON  EXERCISE OF A PUBLIC  OFFERING  PUT RIGHT,  THEN THE  INVESTORS
     SHALL  RETURN TO THE COMPANY  FOR  CANCELLATION  ALL SHARES OF  CONVERTIBLE
     PREFERRED STOCK PREVIOUSLY ISSUED TO THE INVESTORS (INCLUDING ANY SHARES OF
     COMMON  STOCK  ISSUED UPON  CONVERSION  OF ANY SUCH  SHARES OF  CONVERTIBLE
     PREFERRED  STOCK),  AND THE  COMPANY  SHALL  ISSUE  TO EACH  INVESTOR  SUCH
     INVESTOR'S  PRO RATA SHARE OF SHARES OF CONVERTIBLE  PREFERRED  STOCK WHICH
     ARE  CONVERTIBLE  INTO 60% OF THE FULLY DILUTED  OUTSTANDING  SHARES AT THE
     TIME OF SUCH ISSUANCE.

7. NEGATIVE COVENANTS. All covenants contained herein shall be given independent
effect so that if a particular  action or  condition is not  permitted by any of
such covenants,  the fact that such action or condition would be permitted by an
exception to, or otherwise be within the limitations of, another  covenant shall
not  avoid the  occurrence  of a Default  if such  action is taken or  condition
exists. The provisions of this Section 7 are for the benefit of the Investors so
long as they hold any of the Securities and for the benefit of each other holder
of  Securities;  PROVIDED,  HOWEVER,  that upon repayment in full of any and all
amounts (including,  without  limitation,  principal and interest) due under the
Senior Subordinated  Notes, the Company or any of its Subsidiaries,  as the case
may be, shall no longer be bound by the  covenants  contained in  paragraphs  7A
through 7F, 7H through 7M and 7P.

     7A. FINANCIAL COVENANTS.

          The  Company and its Subsidiaries, on a consolidated basis, shall not:

          (a)  Permit the Quick Ratio to be less than 1:1.

          (b)  Permit  Net  Worth as of the last day of each  period  set  forth
               below to be less than the amounts set forth below  opposite  such
               period:

               FISCAL YEAR ENDED    AMOUNT

               December 31, 1998    ($3,400,000)
               December 31, 1999    (  $350,000)
               December 31, 2000    ($3,500,000)
               December 31, 2001    ($8,000,000)
               [Thereafter          ($         )]

     7B. RESTRICTIONS ON INDEBTEDNESS AND REPAYMENT OF INDEBTEDNESS. The Company
     covenants  that it will not  incur,  create,  assume or suffer to exist any
     Indebtedness or permit any of its  Subsidiaries to do any of the foregoing,
     other than the following:

     Senior Debt in an amount not to exceed $10,000,000;

     Indebtedness   represented  by  the  Senior  Subordinated  Notes  and  this
     Agreement;





                                       19
<PAGE>

     Indebtedness  of the Company which by its terms is  subordinated  (on terms
     acceptable to the holders of a majority of the aggregate  principal  amount
     of Senior  Subordinated Notes then outstanding) to the Senior  Subordinated
     Notes,  provided that no such Indebtedness is guaranteed or incurred by any
     Subsidiary of the Company; and

     Indebtedness secured by Liens permitted pursuant to paragraph 7C; and

     In addition,  the Company  covenants  that it will not, and will not permit
     any   Subsidiary  to,  prepay  any   Indebtedness   junior  to  the  Senior
     Subordinated Notes.

     7C.  RESTRICTIONS ON LIENS. The Company covenants that it will not and will
     not permit  any  Subsidiary  to create,  assume or suffer to exist any Lien
     upon  any of its  property  or  assets,  whether  now  owned  or  hereafter
     acquired, except:

          Liens for taxes not yet due or which are being contested in good faith
     by  appropriate  proceedings  and for  which  adequate  reserves  have been
     established in accordance with GAAP;

          statutory  Liens of  landlords  and Liens of  carriers,  warehousemen,
     mechanics, materialmen and other similar Persons and other Liens imposed by
     law incurred in the ordinary course of business for sums not yet delinquent
     or being  contested  in good faith,  if such  reserve or other  appropriate
     provision,  if any,  as shall be  required  by GAAP  shall  have  been made
     therefor;

          Liens made to secure  performance of bids,  tenders,  contracts (other
     than  repayment  of  borrowed  money),  or leases,  or to secure  statutory
     obligations,  surety or appeal bonds,  or indemnity,  performance  or other
     similar bonds in the ordinary course of business;

          Liens made to secure Senior Debt;

          Liens incurred  through  Purchase Money Security  Interests in amounts
     which do not exceed the fair market value of the asset securing such Liens;

          Liens or deposits made to secure payment of workers' compensation,  or
     in  connection  with  the  participation  in any  fund in  connection  with
     workers' compensation, unemployment insurance, pensions (excluding Liens in
     respect of any Pension Plans) or other social security programs; and

          Liens incurred in connection with Capitalized Lease Obligations.

     7D. RESTRICTED  PAYMENTS.  The Company covenants that it will not make, and
     will not permit any Subsidiary to make, any Restricted  Payments other than
     a Restricted  Payment made by a wholly owned  Subsidiary  of the Company to
     the extent  necessary to enable the Company to make a principal or interest
     payment on the Senior Subordinated Notes.

     7E. LOANS,  ADVANCES AND  INVESTMENTS.  The Company  covenants that it will
     not,  and will not permit  any of its  Subsidiaries  to,  make or permit to
     remain  outstanding  any loan or  advance  to,  or  guarantee,  endorse  or
     otherwise  be or become  contingently  liable,  directly or  indirectly  in


                                       20
<PAGE>

     connection with the obligations, stock or dividends of, or own, purchase or
     acquire any stock, obligations or securities of, or make any Investment in,
     any Person except that the Company or any of its Subsidiaries may:

          own, purchase or acquire Permitted Investments;

          endorse  negotiable  instruments for collection in the ordinary course
     of business,  make or permit to remain outstanding travel, moving and other
     like advances to officers, employees and consultants in the ordinary course
     of  business  or make or permit to remain  outstanding  lease,  utility and
     other similar deposits in the ordinary course of business;

          make an  Investment in a Person not  otherwise  permitted  pursuant to
     this paragraph 7E,  provided the amount of such  Investment  (including the
     amount  of any  guarantee,  endorsement  or other  liability  with  respect
     thereto) shall not exceed $25,000 individually or $50,000 in the aggregate;

          make an  Investment  in a Person that becomes a Subsidiary as a result
     of such  Investment  or in assets  of a Person  that  become  assets of the
     Company or any Subsidiary;  provided that such  Investments:  (a) relate to
     the acquisition of communications  services or any Person being principally
     engaged in the  communications  services  business;  (b) the Company  shall
     deliver to the  Investors pro forma  financial  statements  reflecting  the
     proposed acquisition and related calculations demonstrating compliance with
     all  covenants  contained  herein,  relating to  financial  and  accounting
     matters, together with a description in reasonable detail of the nature and
     reasons for the  proposed  transaction;  and (c)  immediately  after giving
     effect to such transaction,  no Default or Event of Default shall exist and
     be  continuing;  and (d) make or  permit  to  remain  outstanding  loans or
     advances to any wholly owned Subsidiary (now existing or hereafter created)
     or, as to a Subsidiary, any such loan or advance to the Company.

     7F.  LEASES.  The Company  covenants that it will not enter into, or permit
     any of its  Subsidiaries  to enter  into,  any  leases of real or  personal
     property  (except in the normal course of business at  reasonable  rents co
     parable to those paid for similar  leasehold  interests in the area,  or at
     comparable amounts payable by companies in the same business as the Company
     or such  Subsidiary  which are similarly  situated) as lessee or sublessee,
     with initial terms (excluding  options to renew or extend any term, whether
     or not exercised) of more than 12 years.

     7G.  TRANSACTIONS WITH AFFILIATES.  The Company covenants that it will not,
     and will not permit any of its  Subsidiaries  to,  directly or  indirectly,
     enter  into  or  permit  to  exist  any  transactions  (including,  without
     limitation,  the purchase,  sale,  lease or exchange of any property or the
     rendering  of any  service),  with any holder of 5% or more of any class of
     equity securities of the Company or with any Affiliate of the Company or of
     any such holder on terms that are less favorable to such  Subsidiary or the
     Company than those that would be obtainable  at the time in an  arms-length
     transaction from any Person who is not such a holder or Affiliate.

     7H. MERGER. The Company covenants that it will not, and will not permit any
     of its wholly owned  Subsidiaries  to, enter into any transaction of merger
     or  consolidation  (which  does not  constitute  a Change  of  Control)  or
     liquidate,  wind up or  dissolve  itself  (or  suffer  any  liquidation  or


                                       21
<PAGE>

     dissolution)  (other  than  any  sales  or  transfers  by  a  wholly  owned
     Subsidiary to the Company or to another  wholly owned  Subsidiary or by the
     Company to a wholly owned  Subsidiary), except that the Company or a wholly
     owned  Subsidiary  may (i) enter into or permit a transaction  of purchase,
     merger or  consolidation  if the merger or  consolidation is between two or
     more wholly  owned  Subsidiaries  of the Company or between the Company and
     one or more wholly owned  Subsidiaries of the Company and (ii) enter into a
     merger in connection with an investment permitted by paragraph 7E.

     7I.  DISPOSITION OF SUBSTANTIAL  ASSETS. The Company covenants that it will
     not, and will not permit any of its  Subsidiaries  to, sell,  dispose of or
     otherwise  convey (by merger,  consolidation,  sale of stock or  otherwise)
     (collectively,  a  "TRANSFER"),  in any  single or related series of sales,
     dispositions  or  conveyances,  any assets of the Company or any Subsidiary
     except  if such  Transfer  is  made  in the  ordinary  course  of  business
     consistent with past practice. Notwithstanding this paragraph 7I, no assets
     of the Company or its Subsidiaries shall be sold,  disposed of or otherwise
     conveyed  (i) at less than fair market value  (determined  in good faith by
     the Board of  Directors of the Company) nor (ii) if any Default or Event of
     Default  shall have  occurred and then be  continuing  or shall result from
     such sale or disposition.

     7J.  SALE OF STOCK AND DEBT OF  SUBSIDIARIES.  Except  with  respect to the
     Senior Debt,  the Company  covenants  that it will not, and will not permit
     any of its  Subsidiaries  to sell or  otherwise  dispose  of,  or part with
     control of, any shares of stock or Indebtedness  of any Subsidiary,  except
     to the Company or another wholly owned Subsidiary.

     7K. CERTAIN CONTRACTS.  Except as otherwise  specifically  permitted by any
     other provision of this Section 7, the Company  covenants that it will not,
     and will not permit any of its Subsidiaries to, enter into or be a party to
     (i) any contract for the purchase of materials,  supplies or other property
     or  services  if such  contract  (or any related  document)  requires  that
     payment for such materials, supplies or other property or services shall be
     made regardless of whether or not delivery of such  materials,  supplies or
     other  property or services is ever made or tendered,  (ii) any contract to
     rent or lease (as lessee) any real or  personal  property if such  contract
     (or any related  document)  requires that the lessee  purchase or otherwise
     acquire  securities or obligations of the lessor (unrelated to the lease in
     question), (iii) any contract for the sale or use of materials, supplies or
     other  property,  or the  rendering of services,  if such  contract (or any
     related  document)  provides that payment for such  materials,  supplies or
     other property, or the use thereof, or payment for such services,  shall be
     subordinated  to any  indebtedness  (of  the  purchaser  or  user  of  such
     materials, supplies or other property or the Person entitled to the benefit
     of such services) owed or to be owed to any Person, (iv) any other contract
     which  is,  or, in  economic  effect,  is  substantially  equivalent  to, a
     guarantee or (v) any contract  providing for the making of loans,  advances
     or capital contributions to any Person other than a Subsidiary,  or for the
     purchase of any property from any Person,  in each case  primarily in order
     to enable such Person to maintain working  capital,  net worth or any other
     balance sheet condition or to pay debts, dividends or expenses.

     7L. CONDUCT OF BUSINESS.  The Company  covenants that it will not, and will
     not permit any of its  Subsidiaries  to, engage in any business  other than


                                       22
<PAGE>

     the  business  engaged in by the Company and its  Subsidiaries on the date
     hereof,  including,   without  limitation,   [(i)  providing  communication
     services   and  (ii)   developing   equipment   and  software  for  use  in
     communications networks.]

     7M. NO  AMENDMENTS.  The Company  covenants  that it will not, and will not
     permit any of its  Subsidiaries  to, amend (i) the  Company's or any of its
     Subsidiaries'  Articles  of  Incorporation  or  By-laws  in a manner  which
     impairs the rights,  privileges or preferences of the Securities,  (ii) the
     Related  Documents in any manner that impairs any right or privilege of the
     holders of the Senior  Subordinated Notes (including,  without  limitation,
     enlarging  the rights or  privileges of any other Persons at the expense of
     the  holders  of the Senior  Subordinated  Notes),  (iii) any  Senior  Debt
     Agreement in any manner that  impairs any right of the Senior  Subordinated
     Notes, including without limitation, the right to payments of principal and
     interest when due in accordance with paragraph 4B.

     7N.  REGISTRATION  RIGHTS. The Company covenants that it will not hereafter
     enter into any agreement  with respect to its  securities  any provision of
     which is inconsistent with or more favorable than the rights granted to the
     Investors in the Registration Rights Agreement.

     7O.  OFFERING OF  SECURITIES.  The Company  will not take any action  which
     would  subject  the  issuance  or  sale  of any of  the  Securities  to the
     provisions of Section 5 of the  Securities Act or violate the provisions of
     any securities or Blue Sky Law of any applicable jurisdiction.

     7P.  ISSUANCE OF  SECURITIES.  (a) The Company  covenants  that it will not
     issue,  sell or  otherwise  dispose  of or part with any  shares of capital
     stock,  Indebtedness or other  securities of the Company which by its terms
     is  senior  to the  Senior  Subordinated  Notes,  other  than,  subject  to
     paragraph 7B(i), Senior Debt. The Company covenants that it will not permit
     any of its Subsidiaries to issue, sell or otherwise dispose of or part with
     any  shares of  capital  stock,  Indebtedness  or other  securities  of the
     Company which by its terms is senior to the Senior  Subordinated  Notes, or
     which results,  directly or indirectly, in such capital stock, Indebtedness
     or other securities being senior to the Senior  Subordinated  Notes,  other
     than Senior Debt.

          The Company covenants that it will not, and will not permit any of its
     Subsidiaries to, issue, sell or otherwise dispose of or art with any shares
     of capital stock, Indebtedness or other Securities of the Company or any of
     its Subsidiaries  which  by  its  terms  is  pari-passuant to  the  Senior
     Subordinated Notes.

8. SUBORDINATION.

     8A.  SUBORDINATED  DEBT SUBORDINATE TO SENIOR DEBT. The Senior Subordinated
     Notes shall be junior and  subordinate to all Senior Debt to the extent and
     in the  manner  provided  in this  Section  8 and each  holder  of a Senior
     Subordinated  Note, by its  acceptance  thereof,  agrees to be bound by the
     provisions  of this Section 8. The Senior  Subordinated  Notes shall not be
     junior or  subordinate  to any  Indebtedness  of the Company other than the
     Senior Debt.  For  purposes  hereof,  Indebtedness  evidenced by the Senior
     Subordinated  Notes,  including any refinancing,  extension or modification


                                       23
<PAGE>

     thereof,  and the  Company's  obligation  to pay the  redemption  price  in
     respect of an  exercise  of the Put Right  shall  constitute  "SUBORDINATED
     Debt".

     8B. SUSPENSION OF RIGHT TO RECEIVE PAYMENT OF SUBORDINATED DEBT.

          8B(1) FAILURE TO PAY PRINCIPAL OF OR INTEREST ON SENIOR DEBT. (a) Upon
          (i) the  maturity  of Senior  Debt by lapse of time,  acceleration  or
          otherwise,  (ii) any  failure by the  Company  to make any  payment of
          principal when due with respect to Senior Debt or (iii) any default in
          the payment by the Company of any  interest or other  amounts due with
          respect to Senior Debt, all principal thereof and all interest thereon
          and other amounts due in connection therewith,  shall first be paid in
          full,  or such  payment  duly  provided  for in  cash  or in a  manner
          satisfactory to the holders of such Senior Debt, before any payment or
          distribution  of any kind or character,  whether in cash,  property or
          securities,  shall be paid or delivered  with respect to  Subordinated
          Debt,  and any  payment  or  distribution  of any  kind or  character,
          whether  in cash,  property  or  securities,  which may be  payable or
          deliverable  with  respect to the  Subordinated  Debt shall be paid or
          delivered  directly  to the  holders  of  Senior  Debt,  ratably,  for
          application in payment thereof, unless and until all Senior Debt shall
          have been paid in full and in cash.

          Upon the  occurrence of (i) any default with respect to Senior Debt of
          the  types  described  in  clause  (i),  (ii) or  (iii)  of  paragraph
          8B(1)(a), or (ii) any other default under any Senior Debt which would,
          with the giving of notice or the passage of time, or both,  permit the
          holders of such Senior Debt to  accelerate  the maturity  thereof upon
          written  notice  thereof  given to he  Company  by the  holder of such
          Senior  Debt or their  representatives  (a  "DEFAULT  NOTICE"),  then,
          unless and until such  default  with respect to Senior Debt shall have
          been cured or waived in writing by the holders of such Senior Debt, no
          payment  shall be made by the Company with respect to the principal of
          or interest or other  amounts due with respect to  Subordinated  Debt;
          PROVIDED,  HOWEVER,  that in the case of a default described in clause
          (ii) above (a "Senior Debt Covenant Default") this paragraph shall not
          prevent  the making of any  payment  for longer than the longer of (x)
          180 days  after  the  giving of a Default  Notice  and (y) any  period
          during which  Senior Debt in respect of which such Default  Notice has
          been given has become due and payable in its entirety by reason of its
          acceleration and such  acceleration has not been rescinded or annulled
          and such  Senior  Debt has not been  paid in full.  A holder of Senior
          Debt  may  deliver  more  than  one  Default  Notice  to the  Company,
          PROVIDED, that (i) the Company shall not be prevented from making, and
          the  holders  of the  Subordinated  Debt shall not be  prevented  from
          receiving by reason of a Default Notice,  any payments with respect to
          principal  or  interest of or other  amounts  due with  respect to the
          Senior  Subordinated  Notes for a period in excess of 180 days  during
          any 365-day period and (ii) no facts or  circumstances  constituting a
          Senior Debt Covenant  Default  existing on the date of delivery of any
          Default  Notice  may be used as a basis for  delivering  a  subsequent
          Default Notice.




                                       24
<PAGE>

          Upon the  occurrence of (i) any default with respect to Senior Debt of
          the  types  described  in  clause  (i),  (ii) or  (iii)  of  paragraph
          8B(1)(a),  or (ii) the giving of any Default Notice, the Company shall
          not make any payments,  and the holders of the Subordinated Debt shall
          not receive,  ask, demand,  sue for any payment or otherwise  exercise
          their  remedies  against the Company with respect to the  Subordinated
          Debt or this Agreement,  unless and until such default with respect to
          Senior  Debt has been cured or waived in writing;  PROVIDED,  HOWEVER,
          that the provisions of this  paragraph  shall not apply (x) for longer
          than 180 days after the giving of a Default  Notice by the  holders of
          Senior  Debt to the Company  based upon such  default and (y) from and
          after the date upon which the relevant  Senior Debt has become due and
          payable in its entirety by reason of its  acceleration  or  otherwise,
          PROVIDED that the  provisions  of paragraphs  8B(1)(a) and 8B(2) shall
          thereupon apply.

          8B.(2) ACCELERATION OF PAYMENT OF SENIOR DEBT OR SUBORDINATED DEBT. If
          at the time any payment or prepayment with respect to any Subordinated
          Debt or any purchase,  redemption or other retirement  (whether at the
          option of the holder or otherwise) of Subordinated Debt is to be made,
          directly,  or indirectly,  or immediately  after giving effect thereto
          (i) the Senior Debt or  Subordinated  Debt shall have been declared by
          the holders thereof due and payable before its expressed  maturity and
          (ii) such  acceleration  shall not have been  expressly  rescinded  in
          writing by the holders of Senior Debt pursuant to the relevant  Senior
          Debt Agreement or by the holders of Subordinated Debt pursuant to this
          Agreement, as the case may be, then any payment or distribution of any
          kind or character,  whether in cash, property or securities, which may
          be payable or deliverable  with respect to Subordinated  Debt shall be
          paid or delivered directly to the holders of Senior Debt, ratably, for
          application in payment thereof, unless and until all Senior Debt shall
          have been paid in full or such acceleration shall have been rescinded.

          8B. (3) BANKRUPTCY OR INSOLVENCY.  In the event of (a) any insolvency,
          bankruptcy, liquidation,  reorganization or other similar proceedings,
          or any receivership  proceedings in connection therewith,  relative to
          the  Company  or  (b)  any  proceedings  for  voluntary   liquidation,
          dissolution  or  other  winding-up  of  the  Company,  whether  or not
          involving insolvency or bankruptcy  proceedings,  then all Senior Debt
          shall  first be paid in full,  or such  payment  shall  have been duly
          provided  for,  before any  further  payment  is made with  respect to
          Subordinated  Debt.  In  any  of  such  proceedings,  any  payment  or
          distribution  of any kind or character,  whether in cash,  property or
          securities,  which may be  payable  or  deliverable  with  respect  to
          Subordinated  Debt shall be paid or delivered  directly to the holders
          of Senior Debt,  ratably,  for application in payment thereof,  unless
          and until all  Senior  Debt  shall  have been paid in full;  PROVIDED,
          HOWEVER,  that in the event  that  payment  or  delivery  of any cash,
          property  or  securities  to  any  holders  of  Subordinated  Debt  is
          authorized by a final  non-appealable  order or decree giving  effect,
          and  stating  in such  order or decree  that  effect is given,  to the
          subordination of Subordinated Debt to Senior Debt, and made by a court
          of competent  jurisdiction  in a  liquidation  or  dissolution  of the
          Company or in a bankruptcy, reorganization, insolvency receivership or
          similar proceeding under any applicable law, no payment or delivery of


                                       25
<PAGE>

          such cash,  property or securities payable or deliverable with respect
          to  Subordinated  Debt shall be made to the  holders  of Senior  Debt.
          Anything in this Section 8 to the contrary notwithstanding, no payment
          or delivery shall be made to holders of Senior Debt of securities that
          are issued and delivered to holders of  Subordinated  Debt pursuant to
          liquidation  or  dissolution  of  the  Company  or  in  a  bankruptcy,
          reorganization,  insolvency,  receivership or similar  proceeding,  or
          upon  any  merger,  consolidation,  sale,  lease,  transfer  or  other
          disposal not  prohibited by the provisions of this  Agreement,  by the
          Company,  as  reorganized,  or by the  corporation  succeeding  to the
          Company or acquiring its property and assets,  if such  securities are
          subordinate and junior at least to the extent provided in this Section
          8 to the  payment  of all  Senior  Debt  then  outstanding  and to the
          payment of any securities  that are issued in exchange or substitution
          for any Senior Debt then outstanding.

     8C.  RIGHTS OF HOLDERS OF SENIOR DEBT NOT TO BE  IMPAIRED.  No right of any
     present or future  holder of any Senior  Debt to enforce  subordination  as
     herein  provided shall at any time in any way be  prejudiced or impaired by
     any act or failure to act by any such holder,  or by any  noncompliance  by
     the Company with the terms and provisions and covenants  herein  contained,
     regardless of any  knowledge  thereof any such holder may have or otherwise
     be charged  with.  The  provisions of this Section 8 are intended to be for
     the benefit of, and shall be  enforceable  directly  by, any one or more of
     the holders  from time to time of the Senior  Debt.  Each of the holders of
     Subordinated  Debt waives notice of or proof of reliance on this  Agreement
     and  protest,  demand for  payment  and notice of default by the holders of
     Senior Debt.

     8D. COMPANY'S  OBLIGATION  UNCONDITIONAL.  The provisions of this Section 8
     are solely for the purpose of defining the  relative  rights of the holders
     of Senior Debt, on the one hand, and the holders of  Subordinated  Debt, on
     the other hand, against the Company and its property.  Nothing herein shall
     impair,  as between the Company and the holders of  Subordinated  Debt, the
     obligation of the Company,  which is unconditional and absolute,  to pay to
     the holders thereof the full amount of Subordinated Debt in accordance with
     the terms  thereof  and the  provisions  hereof  and,  except as  expressly
     provided in paragraph 8B(1)(c),  nothing herein shall prevent the holder of
     any Subordinated Debt from exercising all remedies  otherwise  permitted by
     applicable   law  or  hereunder   upon  Default   hereunder  or  under  any
     Subordinated Debt (including,  without limitation,  the right to demand and
     sue for  payment and  performance  hereof of the  Subordinated  Debt and to
     accelerate the maturity hereof as provided in Section 9 hereof), subject to
     the rights under this Section 8 of holders of Senior Debt to receive  cash,
     property or securities  otherwise  payable or deliverable to the holders of
     Subordinated  Debt.  The  failure  to make  any  payment  with  respect  to
     Subordinated Debt by reason of any provision of this Section 8 shall not be
     construed as preventing the occurrence of an Event of Default under Section
     9.

     8E.  PAYMENTS HELD IN TRUST. If the holder of any  Subordinated  Debt shall
     receive any payment or delivery of cash,  property or securities in respect
     of such  Subordinated  Debt which such  holder is not  entitled  to receive
     under the provisions of this Section 8, such holder will hold any amount so
     received in trust for the holders of Senior  Debt and will  forthwith  turn


                                       26
<PAGE>

     over to the  agent  for the  account  of the holders of  Senior  Debt  such
     payment  or  delivery  in the form  received  to be  applied  in payment or
     prepayment  of  Senior  Debt;   PROVIDED,   HOWEVER,   that  no  holder  of
     Subordinated  Debt  shall be  obligated  to  determine  whether  a  payment
     received by it was appropriately made by the Company.

     8F.  SUBROGATION.  Upon the payment in full of all Senior Debt, the holders
     of  Subordinated  Debt shall be  subrogated to the rights of the holders of
     Senior Debt to receive  payments or  distributions of assets of the Company
     applicable to Senior Debt until all Subordinated  Debt shall have been paid
     in full.  For the  purpose of  subrogation,  no  payments to the holders of
     Senior  Debt of any  cash,  property  or  securities to  the  holders  of
     Subordinated  Debt  would be  entitled  to  receive  and retain but for the
     provisions  of  this  Section  8,  and  no  payment  over  pursuant  to the
     provisions  of this  Section 8 to  holders  of Senior  Debt by  holders  of
     Subordinated  Debt,  shall, as between the Company and its creditors (other
     than the  holders  of Senior  Debt),  on the one hand,  and the  holders of
     Subordinated  Debt, on the other,  be deemed to be a payment by the Company
     with respect to the Senior Debt.

     8G. RELIANCE BY HOLDERS ON FINAL ORDER OR DECREE.  Anything in this Section
     8 to the contrary notwithstanding, in the event that payment or delivery of
     any cash,  property or  securities to any holders of  Subordinated  Debt is
     authorized by a final  non-appealable  order or decree giving effect to the
     subordination  of the  Indebtedness  represented  by  Subordinated  Debt to
     Senior Debt, and made by a court of competent jurisdiction in a liquidation
     or  dissolution  of  the  Company  or  in  a  bankruptcy,   reorganization,
     insolvency,  receivership or similar  proceedings under any applicable law,
     no such  payment or delivery of cash,  property  or  securities  payable or
     deliverable  with respect to the  Indebtedness  represented by Subordinated
     Debt shall be made to the holders of Senior Debt,  nor shall any payment or
     delivery  be made to holders of Senior Debt of  securities  that are issued
     and delivered to holders of  Subordinated  Debt pursuant to  liquidation or
     dissolution of the Company or in a bankruptcy, reorganization,  insolvency,
     receivership  or similar  proceedings,  or upon any merger,  consolidation,
     sale, lease, transfer or other disposition not prohibited by the provisions
     of this Agreement,  by the Company,  as reorganized,  or by the corporation
     succeeding to the Company or acquiring its properties  and assets,  if such
     securities are  subordinate  and junior at least to the extent  provided in
     this  Section 8 to the payment of all Senior Debt then  outstanding  and to
     the payment of any securities  that are issued in exchange or  substitution
     for any Senior Debt then outstanding.

     8H. LEGEND. The Senior  Subordinated Notes shall be conspicuously  legended
     indicating  that their payment is  subordinated  to Senior Debt pursuant to
     the terms of this Agreement.

     8I.  AMENDMENT.  The  provisions  in  paragraphs 8A through 8I shall not be
     amended or modified and no term or  provision of this  paragraph 8 shall be
     waived  without the express prior written  consent of the holders of Senior
     Debt.

9. EVENTS OF DEFAULT.

     9A. GENERAL.  So long as any Senior  Subordinated Notes remain outstanding,
     if any of the following events shall occur and be continuing for any reason

                                       27
<PAGE>

     whatsoever (and whether such  occurrence  shall be voluntary or involuntary
     or come about or be effected by operation of law or otherwise):

          the Company defaults in the payment of any principal of or interest or
     premium  (if any) on any  Senior  Subordinated  Notes  when the same  shall
     become due, either by the terms thereof or otherwise as herein provided;

          the  Company  defaults in the  payment  when due,  either by the terms
     thereof or otherwise as herein provided, of any other amounts on any Senior
     Subordinated Notes and such default shall continue unremedied for twenty or
     more days;

          the Company or any of its  Subsidiaries (x) defaults in any payment of
     principal of or interest on any other obligation for money borrowed (or any
     Capitalized  Lease  Obligation,  any obligation under a conditional sale or
     other title retention  agreement,  any obligation issued or assumed as full
     or partial payment for property  whether or not secured by a Purchase Money
     Security  Interest or any obligation under notes payable or drafts accepted
     representing  extensions of credit) and such default shall continue  beyond
     any  applicable  grace  period or (y) fails to perform or observe any other
     agreement,  term or condition  contained in any  agreement  under which any
     such  obligation is created (or if any other event  thereunder or under any
     such  agreement  shall  occur  and be  continuing),  and in the case of (y)
     above, the effect of such default,  failure or other event is to cause, or,
     with respect to any  Indebtedness,  to permit the holder or holders of such
     obligation  (or a trustee on behalf of such  holder or holders) to cause an
     obligation  of more  than  $100,000  to  become  due  prior  to any  stated
     maturity;

          any  representation  or warranty made by the Company  herein or in any
     writing  furnished in connection  with or pursuant to this Agreement or any
     other Related  Document shall be false in any material  respect on the date
     as of which made;

          the  Company  defaults,  or any  Subsidiary  thereof  shall  cause the
     Company  to  default,  in  the  performance  or  observance  of  any of its
     agreements contained in paragraph 6D;

          the  Company  defaults,  or any  Subsidiary  thereof  shall  cause the
     Company  to  default,  in  the  performance  or  observance  of  any of its
     agreements  contained in paragraph  7A, and any such default shall not have
     been remedied within 30 days after such default shall first become known to
     any officer of the Company, or such Subsidiary;

          the  Company  defaults,  or any  Subsidiary  thereof  shall  cause the
     Company  to  default,  in  the  performance  or  observance  of  any of the
     agreements  contained in Section 6 or 7 or in the performance or observance
     of any  other  agreement,  term or  condition  contained  herein  or in the
     Related  Documents and any such default shall not have been remedied within
     30 days after such  default  shall first become known to any officer of the
     Company, or such Subsidiary;

          the Company or any of its  Subsidiaries  makes an  assignment  for the
     benefit of creditors generally or is generally not paying its debts as such
     debts become due;


                                       28
<PAGE>

          any decree or order for relief in respect of the Company or any of its
     Subsidiaries is entered under any Bankruptcy Law of any jurisdiction;

          the  Company or any of its  Subsidiaries  petitions  or applies to any
     tribunal for, or consents to, the appointment of, or taking  possession by,
     a trustee,  receiver,  custodian,  liquidator  or similar  official  of the
     Company or any of its  Subsidiaries,  of any substantial part of the assets
     of the Company or any of its  Subsidiaries,  or commences a voluntary  case
     under the  Bankruptcy  Law of the United States or any  proceedings  (other
     than  proceedings  for  the  voluntary  liquidation  and  dissolution  of a
     Subsidiary)  relating to the Company or any of its  Subsidiaries  under the
     Bankruptcy Law of any other jurisdiction;

          any such petition or application is filed, or any such proceedings are
     commenced,  against the Company or any of its  Subsidiaries and the Company
     or such  Subsidiary  by any act  indicates  its approval  thereof,  consent
     thereto or acquiescence therein, or an order, judgment or decree is entered
     appointing  any such trustee,  receiver,  custodian,  liquidator or similar
     official,  or  approving  the  petition in any such  proceedings,  and such
     order,  judgment or decree remains  unstayed and in effect for more than 45
     days;

          any order,  judgment or decree is entered in any  proceedings  against
     the Company or any of its  Subsidiaries  decreeing the  dissolution  of the
     Company  and such  Subsidiary  and such order,  judgment or decree  remains
     unstayed and in effect for more than 60 days;

          any order,  judgment or decree is entered in any  proceedings  against
     the Company or any of its Subsidiaries  decreeing a split-up of the Company
     or such Subsidiary which requires the divestiture of substantial  assets of
     the  Company  and its  Subsidiaries,  taken  as a whole,  and  such  order,
     judgment or decree remains unstayed and in effect for more than 60 days;

          a final  judgment  in an  amount in excess  of  $250,000  is  rendered
     against the Company or any of its  Subsidiaries  and,  within 90 days after
     entry thereof,  such judgment is not discharged or execution thereof stayed
     pending appeal,  or within 60 days after  expiration of any such stay, such
     judgment is not discharged;

          the Company,  any Subsidiary or any ERISA  Affiliate fails to meet its
     obligations  under the minimum funding standard provided for in Section 412
     of the Code for any plan  year or in the case of a single  employer-plan  a
     waiver of such standard is sought or granted  under  Section  412(d) of the
     Code,  or any Pension  Plan subject to Title IV of ERISA is, has been or is
     likely to be terminated  or the subject of  termination  proceedings  under
     ERISA, or the Company, any Subsidiary or an ERISA Affiliate has incurred or
     is likely to incur a liability under Section 4062, 4063, 4064, 4201 or 4204
     of ERISA,  and there results from any such event or events a liability or a
     material  risk of  incurring a  liability  to the PBGC,  any  Multiemployer
     Pension Plan or any Pension Plan which, if incurred,  would have a Material
     Adverse Effect,  or the Company or any of its Subsidiaries has engaged in a
     prohibited  transaction  that would result in a  liability,  penalty or tax
     under ERISA or Section  4975 of the Code,  as the case may be,  which would
     have a Material Adverse Effect; or



                                       29
<PAGE>

          the release of a Hazardous  Substance  at any real  property  owned or
     leased by the Company or any of its Subsidiaries,  and which is not abated,
     mitigated,  contained or remediated as required by any  Environmental  Law,
     except for any such release which would not have a Material Adverse Effect;
     then (a) upon the  occurrence  of any  Event of  Default  described  in the
     foregoing clause (vii), solely as such clause relates to a breach of clause
     (i), (ii) or (iii) or the Officer's  Certificate  delivery  requirements of
     paragraph  6A, or clauses  (viii),  (ix),  (x),  (xi) or (xii),  the unpaid
     principal amount of and accrued interest on the Senior  Subordinated  Notes
     outstanding shall automatically become immediately due and payable, without
     presentment,  demand,  protest or other  requirements  of any kind,  all of
     which  are  hereby  expressly  waived  by the  Company,  and (b)  upon  the
     occurrence and during the  continuation of any other Event of Default,  the
     holders of a  majority  of the  aggregate  unpaid  principal  amount of the
     Senior  Subordinated  Notes may,  at their  option and in  addition  to any
     right,  power or remedy permitted by law or equity, by notice in writing to
     the Company, declare all of the Senior Subordinated Notes to be, and all of
     the Senior Subordinated Notes shall thereupon be and become,  forthwith due
     and payable together with interest accrued thereon.

          At any time after any  declaration of acceleration is made as provided
     above, the holders of at least a majority of the aggregate unpaid principal
     amount of the Senior  Subordinated  Notes may, by written  instrument filed
     with the Company,  rescind and annul such  declaration and the consequences
     thereof,  PROVIDED,  HOWEVER,  that at the  time any  such  declaration  is
     annulled and rescinded:

               no judgment or decree  shall have been entered for the payment of
          any monies due pursuant to the Senior Subordinated Notes and the other
          Related Documents;

               all arrears of interest  upon all the Senior  Subordinated  Notes
          and all other sums payable under the Senior Subordinated Notes and the
          other Related Documents (except any principal,  interest or premium on
          the Senior  Subordinated Notes which has become due and payable solely
          by reason of such declaration under this paragraph 9A) shall have been
          duly paid or waived;

               the Company shall not have paid any amounts which have become due
          solely by reason of such declaration; and

               each and every other  Event of Default  shall have been waived or
          otherwise made good or cured;

               and  PROVIDED,  FURTHER,  that no such  rescission  and annulment
          shall extend to or after any subsequent Default or Event of Default or
          impair any right consequent thereon.

     9B. OTHER REMEDIES.  If any Event of Default shall occur and be continuing,
     the holder of any  Security  may  proceed to protect and enforce its rights
     under this  Agreement and such Security by exercising  such remedies as are
     available to such holder in respect thereof under applicable law, either by
     suit in  equity  or by  action  at  law,  or  both,  whether  for  specific
     performance of any covenant or other agreement  contained in this Agreement
     or in aid of the exercise of any power granted in this Agreement. No remedy


                                       30
<PAGE>

     conferred in this  Agreement  upon the Investors or any other holder of any
     Security is  intended to be  exclusive  of any other  remedy,  and each and
     every such  remedy  shall be  cumulative  and shall be in addition to every
     other remedy  conferred  herein or now or  hereafter  existing at law or in
     equity or by statute or otherwise.

10.  REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  The Company represents and
warrants to each Investor that: corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its  incorporation and is
duly qualified to do business as a foreign  corporation  and in good standing in
each  jurisdiction in which the character of its properties or the nature of its
business  makes such  qualification  necessary,  except  where the failure to so
qualify would not have a Material Adverse Effect.  The Company has the corporate
power to own its properties and to carry on its business as now being conducted.
The Company has all requisite  corporate  power and authority to enter into each
of the Related  Documents,  to issue and sell the Securities  hereunder,  and to
issue the shares of Common Stock upon  conversion of the  Convertible  Preferred
Stock,  and has the  requisite  corporate  power and  authority to carry out the
transactions  contemplated  hereby and  thereby to be  performed  by it, and the
execution, delivery and performance hereof and thereof have been duly authorized
by all necessary  corporate action. This Agreement  constitutes,  and each other
agreement  (including  the  Related  Documents)  or  instrument  (including  the
Securities)  executed and delivered by the Company pursuant hereto or thereto or
in connection  herewith or therewith will constitute,  legal,  valid and binding
obligations of the Company  enforceable  against the Company in accordance  with
their respective terms,  except as enforceability  may be limited by bankruptcy,
insolvency, reorganization,  arrangement, moratorium or other similar laws or by
the application of principles of equity.

     10A. FINANCIAL STATEMENTS. The Company has furnished the Investors with (a)
     the audited  consolidated  balance sheet of Datalinc as of (i) December 31,
     1995 and (ii) December 31, 1996,  together  with the related  statements of
     operations,  changes in partners' equity and cash flow of Datalinc for such
     periods,  (b) the audited  balance  sheet of Fastcom as of (i) December 31,
     1995 and (ii) December 31, 1996,  together  with the related  statements of
     operations,  changes in partners'  equity and cash flow of Fastcom for such
     periods,  (c) the audited  balance sheet of the Company,  together with the
     related statements of operations and accumulated  deficit and cash flow for
     such  periods and (d) the  unaudited  balance  sheet of the Company and its
     Subsidiaries as of September 30, 1997,  together with the related unaudited
     statements of income,  changes in stockholders' equity and cash flow of the
     Company and its  Subsidiaries  for such period.  Such financial  statements
     (including  any  related   schedules  and  notes)  have  been  prepared  in
     accordance with GAAP consistently  applied throughout the period or periods
     in  question  and show all  material  liabilities,  direct  or  contingent,
     required  to  be  shown  in  accordance  with  GAAP  consistently   applied
     throughout  the period or periods in question  and fairly  present,  in all
     material respects,  the financial  condition of the Company for the periods
     indicated  therein,  except for  normal  audit  adjustments  in the case of
     interim financial statements.  There has been no material adverse change in
     the business,  condition (financial or other), assets, properties,  rights,
     operations or prospects of the Business since December 31, 1996.

     10B. CAPITAL STOCK AND RELATED  MATTERS.  As of the Closing Date, and after
     giving effect to the transactions  contemplated  hereby and pursuant to the


                                       31
<PAGE>

     Related  Documents,  (i) the  authorized  capital stock of the Company will
     consist of a total of 125,000,000 shares as follows: (a) 100,000,000 shares
     of Common Stock,  no par value per share, of which  [_________]  shares are
     issued and  outstanding  and  [6,952,600]  shares of which are reserved for
     issuance  upon  conversion of the Mandatory  Convertible  Preferred  Stock,
     Series A-P; (b) [16] shares of Mandatory  Convertible  Preferred Stock, one
     (1) share to each series of Mandatory  Convertible  Preferred Stock, Series
     A-P; (c) [_________] shares of Convertible Preferred Stock, par value $.001
     per share, of which [1,600,000] shares are issued and outstanding;  and (d)
     [___________]  shares of Series A Senior  Convertible  Preferred Stock, par
     value $3.80 per share,  of which  [1,447,400]  are issued and  outstanding;
     (ii) all issued and  outstanding  shares  shall have been duly and  validly
     issued, fully paid and non-assessable;  (iii) no shares of capital stock of
     the  Company  will be owned or held by or for the  account of the  Company;
     (iv)  except  as set  forth on  Schedule  10C,  the  Company  will not have
     outstanding any securities  convertible into or exchangeable for any shares
     of capital  stock or any rights  (either  preemptive or other) to subscribe
     for or to purchase,  or any options for the purchase of, or any  agreements
     providing  for the issuance  (contingent  or  otherwise)  of, or any calls,
     commitments or claims of any other  character  relating to the issuance of,
     any  capital  stock,  or  any  stock  or  securities  convertible  into  or
     exchangeable  for any  capital  stock;  (v) except as set forth on Schedule
     10C,  the  Company  will not be subject to any  obligation  (contingent  or
     otherwise) to  repurchase or otherwise  acquire or retire any shares of its
     capital  stock or  warrants  or options to  purchase  shares of its capital
     stock;  (vi) the Company is not a party to any  agreement  (other than this
     Agreement,  the  Securityholders  Agreement  and the Blue  Chip  Agreement)
     restricting the transfer of any shares of its capital stock;  and (vii) the
     Company will not have filed or be required to file,  pursuant to Section 12
     of the Exchange Act, a registration statement relating to any class of debt
     or equity securities as of the date hereof.

     10D.  ACTIONS  PENDING.  Except as set forth on Schedule  10D,  there is no
     action,  suit,  investigation or proceeding pending or, to the knowledge of
     the Company,  threatened  against the Company or any of its  properties  or
     rights,   by  or  before  any  court,   arbitrator  or   administrative  or
     governmental  body,  which if  adversely  decided,  could  have a  Material
     Adverse Effect.

     10E. OUTSTANDING DEBT;  DEFAULTS.  Except as set forth on Schedule 10E, the
     Company  (i)  has no  outstanding  Indebtedness,  except  as  permitted  by
     paragraph 7B, and there exist no material  defaults under the provisions of
     any instrument  evidencing such  Indebtedness or of any agreement  relating
     thereto,  (ii) is not in default  under its Articles of  Incorporation  (as
     amended  to date) or  By-laws,  (iii) is not in viola ion of or in  default
     under or with  respect  to any  indenture,  mortgage,  lease  or any  other
     contract or  agreement  to which it is a party or by which it or any of its
     property is bound or  affected  in any respect  which could have a Material
     Adverse  Effect,  (iv)  has no  material  debts,  liabilities,  obligations
     (whether  absolute,   accrued,  contingent  or  otherwise)  of  any  nature
     whatsoever   other  than  (A)   liabilities   appearing  on  the  financial
     statements,  (B)  liabilities  incurred in the ordinary  course of business
     since  [December 31, 1996],  (C)  liabilities  under contracts to which the
     Company  is a party and which are  listed on  Schedule  10E hereto or which
     have an  obligation  thereunder of less than $10,000 and which were entered


                                       32
<PAGE>

     into in the ordinary course of business or (D) liabilities described on the
     other  schedules  hereto or (v) is not in material  default with respect to
     any order, writ,  injunction or decree of any court or any Federal,  state,
     municipal or other domestic or foreign governmental department, commission,
     board,  bureau,  agency or instrumentality,  and there exists no condition,
     event or act which  constitutes,  or which after notice,  lapse of time, or
     both,  would  constitute,  such a  violation  or  default  under any of the
     foregoing.

     10F.  TITLE TO  PROPERTIES.  The  Company  does  not own or lease  any real
     property.

     10G. TAXES.  The Company has filed all Federal,  state and other income tax
     returns which are required to be filed,  and has paid all taxes as shown on
     said returns and on all assessments  received by it to the extent that such
     taxes have become due,  or except  such as any of the  foregoing  are being
     contested  in good  faith by  appropriate  proceedings  for which  adequate
     reserves have been established in accordance with GAAP; and no tax lien has
     been filed and no claim is being  asserted with respect to any tax or other
     similar charge.

     10H.  CONFLICTING  AGREEMENTS.  Neither  the  execution  or delivery of the
     Related Documents, nor the offering, issuance and sale of the Securities or
     the shares of Common Stock  issuable  upon  conversion  of the  Convertible
     Preferred  Stock,  nor  fulfillment  of or  compliance with the terms  and
     provisions hereof and thereof, will conflict with, or result in a breach of
     the terms,  conditions or provisions of, or constitute a default under,  or
     result in any  violation of, or result in the creation of any Lien upon any
     of the  properties  or assets  of the  Company  or any of its  Subsidiaries
     pursuant to (i) the Articles of Incorporation or By-laws of the Company, or
     (ii) any award of any arbitrator or any agreement  (including any agreement
     with stockholders), instrument, order, judgment, decree, statute, law, rule
     or regulation to which the Company or any of its  Subsidiaries  is subject.
     The  Company  is not a party  to, or  otherwise  subject  to any  provision
     contained in, any instrument evidencing  Indebtedness of the Company or any
     of its Subsidiaries,  any agreement  relating thereto or any other contract
     or agreement  (including its Articles of  Incorporation  and By-laws) which
     limits the amount of, or otherwise  imposes  restrictions  on the incurring
     of,  Indebtedness  of the type to be evidenced  by the Senior  Subordinated
     Notes, or contains dividend or redemption  limitations on any capital stock
     of the Company or any of its Subsidiaries, except for the Related Documents
     and the Blue Chip Agreement.

     10I. OFFERING OF SECURITIES. The offer, sale and issuance of the Securities
     pursuant  to this  Agreement  and the  issuance  of the  Common  Stock upon
     conversion of the Convertible  Preferred Stock, do not require registration
     of  such   securities   under  the  Securities  Act  or   registration   or
     qualification  under any applicable state "blue sky" or securities laws (or
     if so required,  has been so registered or qualified).  The Company has not
     taken any action  which would  subject  the  issuance or sale of any of the
     Securities  or the  Common  Stock to the  provisions  of  Section  5 of the
     Securities  Act or violate the provisions of any securities or Blue Sky law
     of any applicable jurisdiction.




                                       33
<PAGE>

     10J. BROKER'S OR FINDER'S COMMISSIONS.  Except as set forth on Schedule 10J
     [NEED TO REFLECT FEE OF JEFFREY  BRAUSCH],  no broker's or finder's  fee or
     commission  will be payable by the Company with respect to the issuance and
     sale of the Securities or the transactions contemplated hereby or under the
     Related Documents.

     10K.  REGULATION  G,  ETC.  The  Company  does not own or have any  present
     intention of acquiring,  any "margin  stock" as defined in Regulation G (12
     CFR Part 207) of the  Board of  Governors  of the  Federal  Reserve  System
     (herein called a "MARGIN STOCK").  None of the proceeds  resulting from the
     sale of the  Securities  will be  used,  directly  or  indirectly,  for the
     purpose of  purchasing  or  carrying any margin stock or for the purpose of
     reducing or retiring  any  indebtedness  which was  originally  incurred to
     purchase  or  carry  margin  stock or for any  other  purpose  which  might
     constitute  this  transaction  a "purpose  credit"  within  the  meaning of
     Regulation G. Neither the Company nor any of its Subsidiaries nor any agent
     acting on its behalf has taken or will take any action  which  might  cause
     this  Agreement or the  Securities to violate  Regulation G,  Regulation T,
     Regulation  X or any  other  regulation  of the Board of  Governors  of the
     Federal  Reserve  System or to violate the Exchange Act, in each case as in
     effect now or as the same may hereafter be in effect.

     10L.  ENVIRONMENTAL  MATTERS.  Except as set forth on Schedule 10L,  to the
     best of the  Company's  knowledge  after due  inquiry,  (i) the Company has
     obtained  and  is in  compliance  with  all  licenses,  permits  and  other
     authorizations  required under all Environmental  Laws, with the exceptions
     of instances that will not in the aggregate  result in any Material Adverse
     Effect.

          The Company has not received  written  notice of any failure to comply
     with, nor has any such notice been issued that has not been fully satisfied
     so as to  bring  the  subject  property  into  full  compliance  with,  all
     Environmental Laws.

          All licenses,  permits or  registrations  (or any extensions  thereof)
     required under any Environmental Law for the business of the Company or any
     of  its   Subsidiaries   have  been   obtained  and  the  Company  and  its
     Subsidiaries,  as the case may be, will be in compliance therewith,  except
     in such instances as will not in the aggregate result in a Material Adverse
     Effect.

          The Company is not in noncompliance  with,  breach of or default under
     any  applicable  writ,  order,  judgment,  injunction  or decree where such
     noncompliance,  breach or default would materially and adversely affect the
     ability of the  Company  or any of its  Subsidiaries  to  operate  any real
     property  owned  or  leased  by  them  and no  event  has  occurred  and is
     continuing  that, with the passage of time or the giving of notice or both,
     would constitute such noncompliance, breach or default thereunder.

          No Hazardous  Substance  has been Released (as such term is defined in
     CERCLA)  (and no oral or  written  notification  of such  Release  has been
     filed) (whether or not in a reportable or threshold  planning quantity) at,
     on or under any property owned or leased by the Company,  or to be acquired
     or leased by the  Company or any of its  Subsidiaries, during the period of
     the  Company's  or any of its  Subsidiaries'  ownership  or  lease  of such


                                       34
<PAGE>

     property,  or at any  time  previous  to such  ownership  or  lease,  under
     conditions  that require  remedial  action under  applicable  Environmental
     Laws, no property now or  previously  owned or leased by the Company or any
     of its Subsidiaries  has,  directly or indirectly,  transported or arranged
     for the  transportation of any Hazardous  Substances to any site at which a
     Hazardous Substance has been released,  or which is listed, or proposed for
     listing, on the National Priorities List promulgated pursuant to CERCLA, on
     CERCLIS (as defined in CERCLA) or on any similar Federal,  state or foreign
     list of sites requiring  investigation or cleanup. The Company is not aware
     of any event, condition or circumstance involving  environmental  pollution
     or  contamination,  or  employee  safety or health  relating  to the use or
     handling of, or exposure to, Hazardous  Substances,  that could result in a
     Material Adverse Effect.

     10M. ERISA. Neither the Company nor any ERISA Affiliate maintains or has an
     obligation to contribute to any Pension Plan or any  Multiemployer  Pension
     Plan.  Neither  the  Company  nor any  ERISA  Affiliate  has  incurred  any
     liability  to the PBGC (other than  annual  premiums  due to the  PBGC),  a
     Pension Plan under Title IV of ERISA or a Multiemployer  Pension Plan under
     Title IV of ERISA.  The  execution  and  delivery  by the  Company  of this
     Agreement and the purchase and delivery of the Securities  will not involve
     any prohibited  transaction  within the meaning of ERISA or Section 4975 of
     the Code. The Company has no Pension Plans or other  employee  benefit plan
     covered by ERISA.

     10N.  POSSESSION OF FRANCHISES,  LICENSES,  ETC. The Company  possesses all
     franchises,  certificates,  licenses, permits and other authorizations from
     governmental  political  subdivisions or regulatory  authorities,  that are
     necessary for the  ownership,  maintenance  and operation of its properties
     and assets,  except  where the failure to be in such  compliance  would not
     have a Material Adverse Effect,  and the Company is not in violation of any
     thereof in any material respect.

     10O.  PATENTS,  E C. The Company  owns or has the right to use all patents,
     trademarks,  service marks, trade names,  copyrights,  industrial  designs,
     licenses and other rights, free from non-customary burdensome restrictions,
     which are  necessary  for the  operation of its business  substantially  as
     presently  conducted.  To the  Company's  knowledge,  no product,  process,
     method,  substance, part or other material presently sold by or employed by
     the  Company  in  connection  with  its  business   infringes  any  patent,
     trademark, service mark, trade name, copyright,  industrial design, license
     or other right owned by any other Person. No claim or litigation is pending
     or, to the Company's knowledge, threatened against or affecting the Company
     or any of its  Subsidiaries  contesting their right to sell or use any such
     product,  process,  method,  substance,  part or other material which would
     prevent,  inhibit or render obsolete the production or sale of any products
     of, or substantially  reduce the projected  revenues of, the Company or any
     of its Subsidiaries, or otherwise have a Material Adverse Effect.

     10P.  HOLDING COMPANY AND INVESTMENT  COMPANY STATUS.  The Company is not a
     "holding company",  or a "subsidiary company" of a "holding company", or an
     "affiliate"  of a  "holding  company"  or of a  "subsidiary  company"  of a
     "holding company", or a "public utility",  within the meaning of the Public
     Utility  Holding  Company Act of 1935,  as amended,  or a "public  utility"
     within the meaning of the Federal Power Act, as amended. The Company is not


                                       35
<PAGE>

     an  "investment  company"  or a  company  "controlled"  by  an  "investment
     company"  within the  meaning of the  Investment  Company  Act of 1940,  as
     amended,  or an "investment  adviser"  within the meaning of the Investment
     Advisers Act of 1940, as amended.

     10Q.  GOVERNMENTAL  CONSENTS.  Neither the nature of the Company nor any of
     its businesses or properties,  nor any relationship between the Company and
     any other Person, nor any circumstance in connection with the offer, issue,
     sale  or  delivery  of the  Securities  being  purchased  by the  Investors
     hereunder  is such as to  require  on behalf of the  Company  or any of its
     Subsidiaries  any consent,  approval or other action by or any notice to or
     filing with any court or  administrative or governmental body in connection
     with the execution,  delivery and performance of this Agreement,  the other
     Related  Documents,  the offer,  issue,  sale or delivery of the Securities
     being purchased hereunder,  the issuance of the shares of Common Stock upon
     conversion  of  the  Convertible  Preferred  Stock  or  fulfillment  of  or
     compliance  with the terms and provisions  hereof or the  Securities  being
     purchased hereunder,  except for such filings or consents all of which have
     been heretofore made or obtained.

     10R.  INSURANCE  COVERAGE.  The business and  properties of the Company are
     insured for the benefit of the  Company in amounts  deemed  adequate by the
     Company's  management  against  risks  usually  insured  against by Persons
     operating  businesses  similar to those of the  Company  in the  localities
     where such properties are located.

     10S. SUBSIDIARIES. The Company has no Subsidiaries.

     10T.  DISCLOSURE.  This Agreement and the other Related Documents,  and the
     other  documents,  certificates  and written  statements  furnished  to the
     Investors  by the  Company or on behalf of the  Company by its  officers or
     directors  in  connection  herewith or  therewith do not contain any untrue
     statement of a material fact or omit to state a material fact  necessary in
     order to make the statements contained herein and therein not misleading

     10U.  RELATED PARTY  TRANSACTIONS.  Except as described on Schedule 10U, no
     current or former stockholder,  director,  officer of the Company,  nor any
     "Associate"  (as defined in Rule 405  promulgated under the Securities Act)
     of any such  Person,  is  presently,  directly  or  indirectly  through his
     affiliation  with any other  Person,  a party to any  transaction  with the
     Company and any  Subsidiary  providing for the furnishing of services by or
     to,  or  rental  of real or  personal  property  from or to,  or  otherwise
     requiring  cash  payments to or by any such Person.  Except as described on
     Schedule 10U, in addition, there is no current relationship or transaction,
     or  presently  contemplated  relationship  or  transaction,  involving  the
     Company and any Subsidiary which is described in Item 404 of Regulation S-K
     promulgated   under  the   Securities   Act  (but  for   purposes  of  this
     representation not limited by any dollar amount).

     10V. Registration Rights. Except as contemplated by the Registration Rights
     Agreement and the Blue Chip Agreement, no Person has the right to cause the
     Company or any of its  Subsidiaries  to effect the  registration  under the
     Securities  Act of any  shares  of  Common  Stock or any  other  securities
     (including debt securities) of the Company or any of its Subsidiaries.



                                       36
<PAGE>

     10W.  ABSENCE  OF  FOREIGN  OR  ENEMY  STATUS.  The  Company  is not  (i) a
     "national" of a foreign country  designated in Executive Order No. 8389, as
     amended, or of any "designated enemy country" as defined in Executive Order
     No. 9193,  as amended,  of the  President  of the United  States of America
     within  the  meaning  of  said  Executive  Orders,  as  amended, or of  any
     regulation issued  thereunder,  or a "national" of any "designated  foreign
     country" within the meaning of the Foreign Assets Control  regulations,  31
     CFR, Part 500, as amended, or of the Cuban Assets Control  Regulations,  31
     CFR, Part 515, as amended,  of the United States  Treasury  Department,  or
     (ii) an "Iranian  entity" or a "person  subject to the  jurisdiction of the
     United States" in which an "Iranian  entity" has any "interest"  within the
     meaning of the Iranian  Assets  Control  Regulations,  31 CFR, Part 535, as
     amended.

     10X. AGREEMENTS WITH AFFILIATES. The Company is not a party to any contract
     or agreement with, or any other commitment to, an Affiliate of the Company.

     10Y.  CONVERTIBLE  PREFERRED  STOCK AND  EQUITY OF THE  COMPANY.  As of the
     Closing Date, upon  conversion of the  Convertible  Preferred Stock held by
     the Investors,  the shares of Common Stock  obtained  through such exercise
     would represent in the aggregate sixteen percent (16%) of the Fully Diluted
     Outstanding  Shares of the  Company's  Common Stock (such  percentage,  the
     "INITIAL EQUITY PERCENTAGE").

11.  REPRESENTATIONS  AND WARRANTIES OF THE INVESTORS.  Each Investor represents
and warrants that it is acquiring the Securities to be purchased by it hereunder
for its own account for the purpose of investment  and not with a view to or for
sale in connection with any distribution  thereof in violation of the Securities
Act;  PROVIDED,  HOWEVER,  that  nothing  herein  contained  shall  prevent  the
Investors from selling or transferring  any Securities in any transaction  that,
in the  opinion  of their  special  counsel,  is  exempt  from the  registration
provisions of the Securities Act and applicable state securities laws; PROVIDED,
FURTHER,  that the Company shall be an addressee of such  opinion.  The fees and
expenses of counsel in  connection  with any transfer  opinion shall be borne by
the Company. In addition, each Investor represents and warrants that it has full
power and  authority  to enter  into and  perform  its  obligations  under  this
Agreement  and that  this  Agreement  has been  duly  authorized,  executed  and
delivered by a Person authorized to do so. Each Investor represents and warrants
that this Agreement  constitutes its valid and binding  obligation,  enforceable
against it in accordance with its terms, except as enforceability may be limited
by  bankruptcy,  insolvency,  reorganization,  arrangement,  moratorium or other
similar laws or by the  application of principles of equity.  In addition,  each
Investor represents and warrants that it is an "accredited  investor" as defined
in Rule 501 of the General Rules and Regulations under the Securities Act.

12.  DEFINITIONS.  For the purpose of this  Agreement,  and in addition to terms
defined  elsewhere  in this  Agreement,  the  following  terms  shall  have  the
following  meanings. In  addition,  all  terms of an  accounting  character  not
specifically  defined  herein  shall  have  the  meanings  assigned  thereto  by
accounting principles generally accepted in the United States of America.

     "AFFILIATE"  shall mean with  respect to any Person,  a Person  directly or
     indirectly  controlling,  controlled by, or under direct or indirect common
     control  with,  such  Person.  A  Person  shall  be  deemed  to  control  a
     corporation if such Person possesses,  directly or indirectly, the power to


                                       37
<PAGE>

     direct  or cause the  direction  of the  management  and  policies  of such
     corporation,  whether  through  the  ownership  of  voting  securities,  by
     contract or otherwise. The Investors shall not be deemed to be an Affiliate
     of the Company or any of its Subsidiaries.

     "BANKRUPTCY  LAW" shall mean any  bankruptcy,  reorganization,  compromise,
     arrangement,  insolvency,  readjustment of debt, dissolution or liquidation
     or similar law, whether now or hereafter in effect.

     "BLUE CHIP AGREEMENT" shall mean that Agreement,  dated as of December ___,
     1997, by and among the Company, Blue Chip/Datalinc  Corporation, a Delaware
     corporation, Integrated Communication Networks, Inc., a Florida corporation
     Datalinc, John F. Kolenda and Mark J. Gianinni.

     "BUSINESS"  shall mean the business and  operations  of the Company and its
     Subsidiaries,  and their predecessors,  including, without limitation, [(i)
     providing communication services and (ii) developing equipment and software
     for use in communications networks.]

     "BUSINESS DAY" shall mean any day which is not a Saturday, Sunday or day on
     which banks are authorized by law to close in the State of New York.

     "CAPITAL  LEASE"  shall  mean any  lease  of any  Property  (whether  real,
     personal,  or mixed) that, in  conformity  with GAAP, is accounted for as a
     capital lease on the balance sheet of the lessee.

     "CAPITALIZED LEASE OBLIGATIONS" of any Person means all obligations of such
     Person,  as lessee,  under leases which should, in accordance with GAAP, be
     recorded as Capital Leases.

     "CERCLA" shall mean the Comprehensive Environmental Response, Compensation,
     and Liability Act of 1980, as amended (42 U.S.C.  ss.ss. 9601 ET SEQ.), and
     any regulations promulgated thereunder.

     "CERTIFICATE OF DESIGNATION"  shall have the meaning set forth in paragraph
     1B.

                                       38
<PAGE>

     "CHANGE OF CONTROL" shall mean at any time,

          (a) the acquisition or holding by

               (i) any person (as such term is used in section 13(d) and section
               14(d)(2) of the  Exchange  Act as in effect on the Closing  Date)
               other than the Investors, or

               (ii) related  Persons  constituting a group (as such term is used
               in Rule 13d-5 under the  Exchange Act as in effect on the Closing
               Date) other than Investors  constituting  such a group,  of legal
               and/or beneficial  ownership of more than 30% of the Common Stock
               of the  Company  outstanding  at such  time  (excluding  for such
               purpose persons who own shares through any employee  benefit plan
               of the Company in connection therewith);

          (b) all or substantially  all of the assets of the Company are sold or
          otherwise  transferred,  in a single  transaction  or in a  series  of
          related transactions, to any other Person;

          (c) any merger,  consolidation or other similar  transaction of, or in
          respect of, the Company  which results in the failure by the owners of
          Common  Stock on the losing  Date to,  directly or  indirectly  in the
          aggregate,  maintain  beneficial  ownership  and voting  control of at
          least  fifty  percent  (50%) of the  outstanding  Common  Stock of the
          surviving entity in such merger, consolidation or similar transaction;
          or

          (d) any liquidation or dissolution of the Company,  or action taken by
          the  Board  of  Directors  of  the  Company  to  authorize   any  such
          liquidation or dissolution.

          Any transaction  permitted under the provisions of paragraph 7H hereof
          shall not constitute a "Change of Control."

     "CHANGE OF CONTROL  EVENT"  shall mean the earlier of the  occurrence  of a
     Change of Control or the Company acquiring knowledge of a pending Change of
     Control.

     "CHANGE OF CONTROL PUT RIGHT" shall have the meaning set forth in paragraph
     5A.

     "CLOSING" shall have the meaning set forth in paragraph 2B.

     "CLOSING DATE" shall have the meaning set forth in paragraph 2B.

     "CODE" shall mean the Internal Revenue Code of 1986, as amended.

     "COMMISSION"   shall  mean  the  United  States   Securities  and  Exchange
     Commmission.

     "COMMON  STOCK"  shall  mean the shares of Common  Stock,  no par value per
     share, of the Company.

     "COMPANY" shall have the meaning specified in the preamble.


                                       39
<PAGE>

     "CONVERTIBLE PREFERRED STOCK" shall have the meaning specified in paragraph
     1B.

     "DATALINC" shall mean Datalinc, Ltd., a Florida limited partnership.

     "DEFAULT"  SHALL  MEAN ANY OF THE  EVENTS  SPECIFIED  IN  SECTION 9 HEREOF,
     WHETHER OR NOT ANY REQUIREMENT FOR THE GIVING OF NOTICE, THE LAPSE OF TIME,
     OR BOTH, OR ANY OF THESE CONDITIONS, EVENT OR ACT HAS BEEN SATISFIED.

     "DEFAULT NOTICE" shall have the meaning specified in paragraph 8B(1)(b).

     "ENVIRONMENTAL LAWS" shall have the meaning specified in paragraph 6Q

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
     amended  from time to time,  and the  regulations  promulgated  and rulings
     issued thereunder.

     "ERISA  AFFILIATE"  shall  mean  each  trade or  business  (whether  or not
     incorporated)  which  together  with the Company or a  Subsidiary  would be
     deemed to be a "single  employer"  within the  meaning  of Section  4001 of
     ERISA.

     "EVENT OF  DEFAULT"  shall mean any of the events  specified  in Section 9,
     provided that there has been satisfied any  requirement in connection  with
     such event for the giving of notice, or the lapse of time, or the happening
     of any further condition, event or act.

     "EXCHANGE  ACT" shall mean the United  States  Securities  Exchange  Act of
     1934, as amended.

     "EXCHANGE ACT REGISTRATION  STATEMENT" shall have the meaning  specified in
     paragraph 6L.

     "FAIR MARKET VALUE" shall have the meaning specified in paragraph 5D.

     "FASTCOM" shall mean Fastcom, Ltd., a Florida limited partnership.

     "FINANCING   AGREEMENTS"   shall  mean  all  agreements,   instruments  and
     documents,  including,  without limitation, any agreement evidencing Senior
     Debt and all security agreements, loan agreements, promissory notes, letter
     of   credit   applications,   guarantees,   mortgages,   deeds  of   trust,
     subordination   agreements,   pledges,   powers  of   attorney,   consents,
     assignments,    contracts,    notices,    leases,   financing   statements,
     intercreditor agreements,  and all other written matter whether heretofore,
     now,  or  hereafter  executed  by  or on  behalf  of  the  Company  or  its
     Subsidiaries  and  delivered  to any bank and  between  the Company and any
     bank, together referred to therein or contemplated thereby.

     "FULLY DILUTED  OUTSTANDING SHARES" shall mean, when used with reference to
     Common  Stock on any date of  determination,  all shares of Common stock or
     any other  capital  stock of the Company  Outstanding  at such date and all
     shares of Common Stock or any other capital  stock of the Company  issuable
     in respect of the  Convertible  Preferred  Stock  issued  pursuant  to this
     Agreement  and any  other  outstanding  warrants,  options  or  convertible
     securities.


                                       40
<PAGE>

     "GAAP" shall mean generally accepted accounting principles set forth in the
     opinions and  pronouncements  of the  Accounting  Principles  Board and the
     American  Institute of Certified  Public  Accountants  and  statements  and
     pronouncements  of the Financial  Accounting  Standards  Board,  or in such
     other  statements  by  such  other  entity  as  may  be in  general  use by
     significant segments of the accounting profession,  which are applicable to
     the circumstances as of the date of determination.

     "GOVERNMENTAL  AUTHORITY"  shall mean any governmental  agency,  authority,
     instrumentality  or regulatory  body, other than a court or other tribunal,
     in each case whether federal, state, local or foreign.

     "GOVERNMENTAL REQUIREMENT"  shall mean any law, statute,  code,  ordinance,
     order,  determination,  rule,  regulation,  judgment,  decree,  injunction,
     franchise, permit, certificate,  license,  authorization or other directive
     or requirement (whether or not having the force of law), including, without
     limitation, Environmental Laws, energy regulations and occupational, safety
     and health standards or controls, of any Governmental Authority.

     "GUARANTY"  shall  mean,  with  respect  to  any  Person,  any  obligation,
     contingent or otherwise, of such Person directly or indirectly guaranteeing
     any Indebtedness of another Person, including, without limitation, by means
     of an  agreement  to purchase  or pay (or  advance or supply  funds for the
     purchase  or  payment  of)  such  Indebtedness  or  to  maintain  financial
     covenants, or to assure the payment of such Indebtedness by an agreement to
     make  payments  in  respect  of goods or  services  regardless  of  whether
     delivered or otherwise, PROVIDED THAT the term "Guaranty" shall not include
     endorsements  for deposit or collection in the ordinary course of business;
     and such term when used as a verb shall have a correlative meaning.

     "HAZARDOUS SUBSTANCES" shall have the meaning specified in paragraph 6Q.

     "INDEBTEDNESS"  shall  mean  (without  duplication),  for any  person,  (a)
     indebtedness  of such  Person  for  borrowed  money or  arising  out of any
     extension  of  credit  to or for the  account  of such  Person  (including,
     without  limitation,  extensions of credit in the form of  reimbursement or
     payment obligations of such Person relating to letters of credit issued for
     the account of such Person) or for the deferred  purchase price of property
     or services,  except  indebtedness which is owing to trade creditors in the
     ordinary  course of business and which is due within ninety (90) days after
     the original invoice date; (b) indebtedness of the kind described in clause
     (a) of this definition which is secured by (or for which the holder of such
     Indebtedness has any existing right, contingent or otherwise, to be secured
     by) any Lien upon or in Property (including,  without limitation,  accounts
     and contract  rights) owned by such Person,  whether or not such Person has
     assumed  or  become  liable  for  the  payment  of  such   indebtedness  or
     obligations;   (c)  Capitalized  Lease  Obligations  of  such  Person;  (d)
     obligations  under  direct  or  indirect  Guaranties  in  respect  of,  and
     obligations  (contingent or otherwise) to purchase or otherwise acquire, or
     otherwise to assure a creditor against loss in respect of,  indebtedness or
     obligations  of others of the kinds  referred  in clauses  (a)  through (c)
     above, including without limitation, (i) any endorsement not for collection
     in the ordinary course of business or discount with recourse or undertaking
     substantially equivalent to or having economic effect similar to a guaranty
     in respect of any such Indebtedness; (ii) any agreement (1) to purchase, or


                                       41
<PAGE>

     to  advance  or supply  funds for the  payment  or  purchase  of,  any such
     Indebtedness,   (2)  to  purchase,  sell,  or  lease  property,   products,
     materials, supplies,  transportation,  or services, in order to enable such
     Person to pay any such  Indebtedness or to assure the owner thereof against
     loss  regardless of the delivery or nondelivery of the property,  products,
     materials, supplies,  transportation,  or services or (3) to make any loan,
     advance,  or  capital  contribution  to,  or  other  investment  in,  or to
     otherwise  provide  funds to or for,  such other  Person in order to enable
     such  Person to satisfy  any  obligation  (including  any  liability  for a
     dividend,  stock  liquidation  payment or  expense)  or to assure a minimum
     equity, working capital, or other balance sheet condition in respect of any
     such obligation;  and (iii)  obligations  under surety,  appeal,  or custom
     bonds;  (e)  liabilities in respect of unfunded vested benefits under plans
     covered  by  Title  IV of  ERISA;  and (f)  debt  obligations  incurred  in
     connection  with the mandatory  redemption of securities  pursuant to their
     terms.

     "INDEMNITEE" shall have the meaning specified in paragraph 6Q.

     "INITIAL EQUITY  PERCENTAGE"  shall have the meaning specified in paragraph
     10Y.

     "INTANGIBLE  ASSETS" shall mean  goodwill,  business  records,  inventions,
     designs,  patents,  patent  applications,  trademarks,  trade names,  trade
     secrets, registrations,  copyrights,  licenses, franchises, customer lists,
     co-op memberships,  guarantee claims,  organization  costs, loan costs, tax
     refunds, tax refund claims, customs claims, brand , leasehold interests and
     easements and contract rights and similar  intangible  assets which have no
     material realizable value.

     "INTEREST  EXPENSE"  shall mean, for any period,  total  interest  expense,
     whether  paid or  accrued  (including  the  interest  component  of Capital
     Leases),  of the  Company  and its  Subsidiaries  for such  period,  all as
     determined in conformity with GAAP.

     "INTEREST NOTES" shall have the meaning specified in paragraph 1A.

     "INVESTMENT" shall mean any stock, partnership or joint venture interest or
     other security, any loan, Guaranty,  advance,  contribution to capital, any
     acquisitions  of real or personal  property  (other than real and  personal
     property acquired in the ordinary course of business),  and any purchase or
     commitment  or  option  to  purchase  stock or other  securities  of or any
     interest  in another  Person or any  integral  part of any  business or the
     assets  comprising  such business or part thereof  whether  existing on the
     date of this Agreement or hereafter made.

     "INVESTOR PARTIES" shall have the meaning set forth in paragraph 6M.

     "INVESTORS" shall have the meaning set forth in the preamble.

     "LIABILITIES"   shall  mean  any  and  all  liabilities,   obligations  and
     indebtedness  of the  Company to any bank of any and every kind and nature,
     whether  heretofore,  now or hereafter owing,  arising,  due or payable and
     howsoever evidenced, created, incurred, acquired or owned, whether primary,



                                       42
<PAGE>

     secondary, direct, contingent, fixed or otherwise (including obligations of
     performance)  and whether arising or existing under any bank debt agreement
     or any of the other Financing Agreements, or by operation of law.

     "LIEN" shall mean any mortgage,  pledge,  security  interest,  encumbrance,
     lien or charge of any kind, including, without limitation, any agreement to
     give any of the foregoing,  any  conditional  sale or other title retention
     agreement, any ease in the nature thereof and the filing of or agreement to
     file any  financing  statement  under the  Uniform  Commercial  Code of any
     jurisdiction.

     "MARGIN STOCK" shall have the meaning set forth in paragraph 10K.

     "MARKET PRICE" shall have the meaning set forth in paragraph 5E.

     "MATERIAL  ADVERSE EFFECT" shall mean (i) a material  adverse effect on the
     business,  condition  (financial or other), assets,  properties,  rights or
     operations of the Company and its Subsidiaries taken as a whole or (ii) any
     effect which could  materially  adversely affect the ability of the Company
     or its  Subsidiaries to perform their respective  obligations  under any of
     the Related Documents.

     "MULTIEMPLOYER  PENSION PLAN" shall mean any multiemployer plan, as defined
     in  Section  4001 of ERISA  and  subject  to Title IV of  ERISA,  which the
     Company,  any  Subsidiary or any ERISA  Affiliate has an obligation to make
     contributions  (or has had an obligation to make  contributions  during the
     five  calendar  years  preceding  the  Closing)  for the  employees  of the
     Company, any of its Subsidiaries, or any ERISA Affiliates.

     "NASDAQ"  shall  mean  the  National   Association  of  Securities  Dealers
     Automated Quotations system.

     "NET  WORTH"  shall  mean  all  amounts  (without  duplication)  which,  in
     accordance with GAAP, are included under shareholders  equity on an audited
     consolidated balance sheet of the Company and its Subsidiaries.

     "NOTE PUT RIGHT" shall have the meaning set forth in paragraph 4J.

     "OFFICER'S  CERTIFICATE"  of a  Person  shall  mean  a  certificate  of the
     President,  one of the Vice  Presidents  or the  Treasurer or Controller of
     such Person.

     "OUTSTANDING"  shall mean, when used with reference to Common Stock, at any
     date as of which the  number of shares  thereof  is to be  determined,  all
     issued shares of Common Stock.

     "PBGC"  shall mean the Pension  Benefit  Guaranty  Corporation  established
     pursuant to Section 4002 of ERISA, or any successor entity thereto.

     "PENSION PLAN" shall mean any  single-employer  plan, as defined in Section
     4001 of ERISA and  subject  to Title IV of ERISA,  which is  maintained  or
     contributed to (or previously  maintained or contributed to during the five
     calendar years preceding the Closing) for employees of the Company,  any of
     its Subsidiaries or any ERISA Affiliates.



                                       43
<PAGE>

     "PERMITTED  INVESTMENTS"  shall mean (i) direct  obligations  of the United
     States,  or  obligations  guaranteed  as to  principal  and interest by the
     United States  government,  (ii) bankers'  acceptances and  certificates of
     deposit  issued by any bank or any other bank or trust  company  or, in the
     case  of any  subsidiary  bank  of a bank  holding  company,  bank  holding
     company,  having  capital,  surplus  and  undivided  profits  of  at  least
     $500,000,000, the short-term deposits of which are given an A1 or P1 rating
     by Standard & Poor's Rating Group or Moody's  Investors  Service,  Inc., as
     applicable,  (iii) obligations of any bank or trust company or bank holding
     company  described in clause (ii) above,  in respect of the  repurchase  of
     obligations of the type described in clause (i) hereof,  provided that such
     repurchase  obligations  shall be fully secured by  obligations of the type
     described in said clause (i) and the possession of such  obligations  shall
     be transferred to, and segregated from other  obligations owned by, and any
     such bank's trust company or bank holding  company,  (iv) commercial  paper
     given a rating of A1 or P1 by  Standard & Poor's  Ratings  Group or Moody's
     Investors Service, Inc., as applicable and (v) money market funds organized
     under  the laws of the  United  States  or any state  thereof  that  invest
     substantially  all of  their  assets  in any of the  types  of  investments
     described in clauses (i), (ii), (iii) or (iv); PROVIDED,  HOWEVER,  that no
     such investment shall have a maturity longer than 270 days from the date of
     acquisition by the Company or any Subsidiary.

     "PERSON"  shall mean and include an  individual,  partnership,  corporation
     (including a business  trust),  a limited  liability  company,  joint stock
     company, trust, unincorporated association, joint venture, or other entity,
     or a  government,  or any  political  subdivision  or agency of any of the
     foregoing.

     "PIK DATE" shall have the meaning specified in paragraph 1A.

     "PRO RATA SHARE" shall have the meaning specified in paragraph 6T(a).

     "PROPERTY"  shall mean any  interest  or right in any kind of  property  or
     asset,  whether  real,  personal  or mixed,  owned or leased,  tangible  or
     intangible, and whether now held or hereafter acquired.

     "PUBLIC OFFERING" shall mean the closing of a public offering of securities
     pursuant  to  a  registration   statement   declared  effective  under  the
     Securities Act, except that a Public Offering shall not include an offering
     made in connection with a business acquisition or an employee benefit plan.

     "PUBLIC  OFFERING  PUT RIGHT" shall have the meaning set forth in paragraph
     5B.

     "PURCHASE  MONEY  DEBT"  shall mean debt of the company and any  Subsidiary
     incurred to finance an acquisition of assets which is secured by a Purchase
     Money Security Interest.

     "PURCHASE  MONEY  SECURITY  INTEREST"  shall mean a purchase money security
     interest  within  the  meaning  of  Section  9-107 of the New York  Uniform
     Commercial Code, as in effect on the date hereof.

     "PUT NOTICE" shall have the meaning specified in paragraph 5C.



                                       44
<PAGE>

     "PUT OPTION" closing shall have the meaning specified in paragraph 5C.

     "PUT RIGHT" shall have the meaning specified in paragraph 5A.

     "QUALIFYING  PUBLIC OFFERING" shall mean the sale by one or more Persons in
     an underwritten  offering registered under the Securities Act of any equity
     securities  of the Company (or its  successor)  which  results in aggregate
     gross proceeds from such sales (before underwriters'  discounts and selling
     commissions) to the Company greater than or equal to $15,000,000.

     "QUICK RATIO" shall mean, with respect to the Company and its  Subsidiaries
     on a  consolidated  basis,  (a)  the  sum  of  (i)  cash,  (ii)  marketable
     securities   and  (iii)  accounts   receivable,   divided  by  (b)  current
     liabilities, each as determined in accordance with GAAP.

     "REGISTRATION   RIGHTS  AGREEMENT"  shall  mean  the  Registration   Rights
     Agreement  between the Company  and the  Investors in the form of Exhibit D
     attached hereto.

     "RELATED  DOCUMENTS"  shall mean this  Agreement,  the Senior  Subordinated
     Notes, the Securityholders Agreement, the Registration Rights Agreement and
     the Certificate of Designation.

     "RELEASED" shall have the meaning set forth in paragraph 10L.

     "REORGANIZATION   AGREEMENT"   shall  mean  the   Agreement   and  Plan  of
     Reorganization, dated as of August 26, 1997, by and among Datalinc, Fastcom
     and the Company.

     "REPAYMENT DATE" shall have the meaning set forth in paragraph 4C.

     "REPORTABLE  EVENT"  shall mean an event  described  in Section  4043(c) of
     ERISA  with  respect to which the 30-day  notice  requirement  has not been
     waived by the PBGC.

     "RESTRICTED  PAYMENT"  by any Person  shall mean (i) any  dividend or other
     distribution  on any shares of the capital  stock  (other than dividends or
     distributions  payable  solely  in shares  of such  capital  stock) of such
     Person,  and (ii) any  payment  on  account  of the  purchase,  redemption,
     retirement  or  acquisition  of (a) any shares of the capital stock of such
     Person or (b) any option,  warrant,  convertible or  exchangeable  security
     (except the Convertible  Preferred  Stock) or other right to acquire shares
     of the capital stock of such Person.

     "SECURITIES"  shall  mean  "securities"  as  defined in Section 2( ) of the
     Securities  Act and  includes,  with respect to any Person,  such  Person's
     capital stock or other equity  interests or any options,  warrants or other
     securities that are directly or indirectly convertible into, or exercisable
     or exchangeable for, such Person's capital stock or other equity interests.

     "SECURITIES" shall have the meaning set forth in paragraph 1B.

     "SECURITIES  ACT" shall mean the United  States  Securities  Act of 933, as
     amended.



                                       45
<PAGE>

     "SECURITYHOLDERS   AGREEMENT"  shall  mean  the  Securityholders  Agreement
     between the Company,  certain shareholders thereof and the Investors in the
     form of Exhibit E hereto.

     "SENIOR  DEBT"  shall mean all  obligations  (whether  now  outstanding  or
     hereafter  incurred) for the payment of which the Company or any Subsidiary
     thereof is  responsible  or liable as obligor,  guarantor  or  otherwise in
     respect of the principal,  premium (if any), and unpaid interest on and all
     other  amounts  due  with  respect  to (i)  debt  under  one or  more  bank
     agreements   and  (ii)  all  renewals  and  extensions  of  any  such  bank
     agreements;  PROVIDED,  HOWEVER,  that the following  shall not  constitute
     Senior Debt: (a) Indebtedness evidenced by the Senior Subordinated Notes or
     any extension or refunding  thereof,  (b)  Indebtedness  which is expressly
     made  equal in right of  payment  with  the  Senior  Subordinated  Notes or
     subordinate  and  subject in right of  payment  to the Senior  Subordinated
     Notes or (c) Indebtedness which purports to be senior to subordinated debt,
     including  the  Senior   Subordinated   Notes,   but   subordinate  to  the
     Indebtedness described in the first sentence hereof.

     "SENIOR DEBT AGREEMENT" shall mean any agreement evidencing Senior Debt.

     "SENIOR  DEBT  COVENANT  DEFAULT"  shall  have  the  meaning  set  forth in
     paragraph 8B(1)(b).

     "SENIOR SUBORDINATED  NOTES" shall have the meaning  specified in paragraph
     1A.

     "SUBORDINATED DEBT" shall have the meaning specified in paragraph 8A.

     "SUBSIDIARY"  as to any Person shall mean a corporation  or other entity of
     which  shares or similar  stock  having  ordinary  voting  power to elect a
     majority of the board of directors or other managers of such corporation or
     entity are at the time owned,  directly or indirectly,  through one or more
     intermediaries,  by such Person.  Except as otherwise  expressly  indicated
     herein,  references  to  Subsidiaries  shall mean any  Subsidiaries  of the
     Company.

     "TAX EXPENSE"  shall mean,  for any period,  total federal and state income
     taxes, before adjustment for extraordinary items, as shown in the financial
     statements  of the Company and its  Subsidiaries  for such  period,  all as
     determined in conformity with GAAP.

     "UCC" shall mean the Uniform Commercial Code as adopted in the State of New
     York.

     "WHOLLY OWNED" shall mean with respect to any designated Person that all of
     the shares or similar stock having ordinary voting power to elect the board
     of  directors  and  Indebtedness  in respect of borrowing of such Person is
     owned by the specified  Person or by one or more wholly owned  subsidiaries
     of such specified Person, or both.

13. MISCELLANEOUS.

     13A. HOME OFFICE PAYMENT. The Company agrees that, so long as the Investors
     shall hold any Senior Subordinated Note, it will make payments of principal


                                       46
<PAGE>

     of and  interest  on such  Senior  Subordinated  Notes not later than 12:00
     noon,  New York time,  on the date such  payment  is due,  by  transfer  of
     immediately  available  funds for credit to the  Investors.  Such  payments
     shall be made to the account of the Investors  specified on the attachments
     to the signature pages hereto or such other account in the United States as
     the  Investors  may  designate  in writing,  notwithstanding  any  contrary
     provision  contained herein or in the Senior  Subordinated  Notes or in the
     Articles  of  Incorporation  of the  Company  with  respect to the place of
     payment.  Dividends on the shares of Common Stock issuable upon  conversion
     of the Convertible  Preferred Stock shall be paid to the holders thereof at
     the  registered  address  of such  holders  as shown on the  records of the
     Company. The Company agrees to afford the benefits of this paragraph 13A to
     any Person which is the registered  transferee of any Security,  and which,
     in the case of the transferee of any Senior Subordinated Note, has made the
     same agreement  relating to such Senior  Subordinated Note as the Investors
     have made in this paragraph 13A.

     13B.  INDEMNIFICATION.  The Company agrees to pay, and save the Indemnitees
     harmless against liability for the payment of, all reasonable out-of-pocket
     expenses  arising in connection with the  transactions and other agreements
     and  instruments  contemplated  by this  Agreement,  including  all  taxes,
     together in each case with interest and  penalties,  if any, and any income
     tax payable by the Indemnitees in respect of any  reimbursement  of amounts
     payable  pursuant  to this  paragraph  13B (but not if such  income  tax is
     payable by an  Indemnitee  solely  because it has deducted  from income the
     expenses  so  reimbursed  to it),  which may be  payable  in respect of the
     execution  and  delivery  of  this  Agreement  including  reasonable  fees,
     expenses  and  disbursement  of counsel  incurred  in  connection  with the
     preparation  and  negotiation  of this  Agreement,  any other  agreement or
     instrument to be executed and delivered in connection  with this Agreement,
     any  subsequent  modification  hereof or thereof or  consent  hereunder  or
     thereunder (regardless of whether any such modifications or consent becomes
     effective) or the execution, delivery or acquisition of Senior Subordinated
     Note or capital stock issued under or pursuant to this Agreement, printing,
     reproduction  and similar  costs,  and the  reasonable  cost and  expenses,
     including  reasonable  attorneys'  fees,  incurred  by  any  Indemnitee  in
     enforcing  any of its rights  hereunder or  thereunder,  including  without
     limitation  reasonable  costs and expenses  incurred in any bankruptcy case
     (including  reasonable  fees and  expenses of the  Indemnitee's  counsel in
     connection with such bankruptcy case). The fees of counsel to the Investors
     incurred  in  connection  with  the  preparation  and  negotiation  of this
     Agreement shall be paid as follows:  (i)  $[_________]  was paid on October
     ___,  1997 and (ii) the  balance  of such fees of counsel to be paid (A) at
     the Closing or (B) within 10 days of the  submission by the Investors of an
     appropriate  accounting if the  transactions  hereby  contemplated  are not
     consummated.  The Company agrees to indemnify the Indemnitees and hold them
     harmless from and against any and all liabilities,  losses,  damages, costs
     and expenses of any kind  (including,  without  limitation,  the reasonable
     fees and  disbursements of the Indemnitees'  counsel in connection with any
     investigative,  administrative or judicial  proceeding,  whether or not the
     Indemnitees  be  designated a party  thereto)  which may be incurred by the
     Indemnitees, relating to or arising out of this Agreement or the Securities
     or any actual or proposed  use of the  proceeds  of the sale of  Securities
     hereunder,  provided  that  no  Indemnitee  shall  have  the  right  to  be
     indemnified hereunder for its own gross negligence or willful misconduct as


                                       47
<PAGE>

     finally determined by a court of competent jurisdiction. The obligations of
     the Company  under this  paragraph  13B shall  survive the  transfer of any
     Security  or  shares  of  Common  Stock  issuable  upon  conversion  of the
     Convertible  Preferred  Stock and the  payment of any  Senior  Subordinated
     Note. The  indemnification  required by this paragraph 13B shall be made by
     periodic   payments  of  the  amount  thereof  during  the  course  of  the
     investigation or defense, as and when bills are received or expense,  loss,
     damage or liabilities are incurred.

     13C.  CONSENT TO AMENDMENTS.  This Agreement may be amended and the Company
     may take any action  herein  prohibited,  or omit to perform any act herein
     required to be performed  by it, or take action which by the express  terms
     of this  Agreement  requires  the  consent  of the  Investors,  only if the
     Company shall have obtained the prior  written  consent to such  amendment,
     action or  omission  to act  after the  Closing  Date of the  holders  of a
     majority  of  the  aggregate   unpaid   principal   amount  of  the  Senior
     Subordinated  Notes  and  each  holder  of  any  Security  at the  time  or
     thereafter  outstanding  shall be bound by any consent  authorized  by this
     paragraph  13C,  whether or not such  Security  shall  have been  marked to
     indicate such consent,  but any Security issued  thereafter shall contain a
     reference  or bear a  notation  referring  to any such  consent;  PROVIDED,
     HOWEVER,  that  notwithstanding  anything  in  this  paragraph  13C  to the
     contrary, without the prior written consent of the holder or holders of all
     Senior Subordinated Notes at the time outstanding, no consent, amendment or
     waiver to or under this  Agreement  shall  extend or reduce the maturity of
     any Senior  Subordinated  Note,  or change the principal of, or the rate or
     time of payment of  interest  or any premium  payable  with  respect to any
     Senior  Subordinated  Note, or affect the time, amount or allocation of any
     required or optional prepayments, or reduce the proportion of the principal
     amount of the  Senior  Subordinated  Notes  required  with  respect  to any
     consent,  amendment  or waiver,  or affect the  provisions  of Section 8 or
     amend the provisions of this paragraph 13C. The Company shall promptly send
     copies of any  amendment,  waiver or consent  (and any request for any such
     amendment,  waiver or consent) relating to this Agreement or the Securities
     to each holder of the  Securities  and shall  consult  with such holders in
     connection  with each such  amendment,  consent  and  waiver.  No course of
     dealing  between  the  Company  or any  Subsidiary  and the  holder  of any
     Security  nor any delay in  exercising  any rights  hereunder  or under any
     Security  shall  operate  as a waiver of any  rights of any  holder of such
     Security.  As used herein and in the Securities,  the term "this Agreement"
     and  references  thereto shall mean this  Agreement as it may, from time to
     time, be amended or  supplemented.  Any amendments to this Agreement  shall
     also require the consent of the Company.

     13D.  FORM,  REGISTRATION,  TRANSFER  AND  EXCHANGE OF SENIOR  SUBORDINATED
     NOTES; LOST SENIOR  SUBORDINATED  NOTES. The Senior  Subordinated Notes are
     issuable as registered notes transferable by endorsement and delivery, each
     without coupons in denominations of $1,000 and any larger integral multiple
     of $1,000.  The Company  shall keep at its  principal  office a register in
     which  the  Company  shall  provide  for  the  registration  of the  Senior
     Subordinated  Notes.  Upon  surrender for  registration  of transfer of any
     registered Senior  Subordinated Note at such office,  the Company shall, at
     its expense,  execute and deliver one or more replacing Senior Subordinated
     Notes  of  like  tenor  and  of a like  aggregate  principal  amount  which
     replacing Senior Subordinated Notes shall be registered Senior Subordinated


                                       48
<PAGE>

     Notes.  At the option of the holder of any  Senior  Subordinated  Note such
     Senior  Subordinated Notes may be exchanged,  for other Senior Subordinated
     Notes  of  any  authorized  denominations,  of a like  tenor  and of a like
     aggregate  principal amount, upon surrender of the Senior Subordinated Note
     to be  exchanged  at  the  office  of  the  Company.  Whenever  any  Senior
     Subordinated  Notes are so  surrendered  for  exchange,  the Company  shall
     execute and deliver,  at its expense,  the Senior  Subordinated Notes which
     the holder thereof making the exchange is entitled to receive. Every Senior
     Subordinated  Note presented or surrendered  for  registration  of transfer
     shall be duly  endorsed,  or be  accompanied  by a  written  instrument  of
     transfer duly executed,  by the holder of such Senior Subordinated Note, or
     his attorney duly  authorized  in writing.  Any Senior  Subordinated  Notes
     issued in exchange  for or upon  transfer  shall carry the rights to unpaid
     interest   and  interest  to  accrue  which  were  carried  by  the  Senior
     Subordinated  Notes so exchanged or  transferred,  so that neither gain nor
     loss of interest  shall  result from any such  transfer or  exchange.  Upon
     receipt of written  notice from any Investor or other  evidence  reasonably
     satisfactory to the Company of the loss,  theft,  destruction or mutilation
     of any Senior Subordinated Note held by an Investor and, in the case of any
     such loss,  theft or destruction,  upon receipt of its unsecured  indemnity
     agreement, or other indemnity reasonably satisfactory to the Company, or in
     the case of any such  mutilation  upon surrender and  cancellation  of such
     Senior  Subordinated  Note, the Company will make and deliver a replacement
     Senior  Subordinated  Note of like  tenor,  in lieu of such  lost,  stolen,
     destroyed or mutilated Senior Subordinated Note.

     13E.  PROVISIONS  APPLICABLE IF ANY OF THE SECURITIES ARE SOLD. The parties
     acknowledge  that,  subject to compliance with applicable  securities laws,
     the Investors shall be free to transfer the Securities without restriction.
     In the event that the  Investors  should sell or otherwise  transfer any of
     the Securities or any part thereof to any Person other than the Company, if
     any Security shall have been  transferred to another holder and such holder
     shall have designated in writing the address to which  communications  with
     respect to Security shall be mailed, all notices,  certificates,  requests,
     statements and other documents required to be delivered to the Investors by
     any provision  hereof by reason of the holding of the transferred  Security
     shall also be delivered to such holder at such address.

     13F.  RESTRICTIVE  LEGENDS.  Each Senior  Subordinated  Note shall bear the
     following (or substantially  equivalent) legend on the face or reverse side
     thereof:

     "The  securities  represented  hereby  have not been  registered  under the
     Securities Act of 1933, as amended,  or applicable  state  securities laws,
     and the securities may not be sold, transferred or otherwise disposed of in
     the absence of such  registration or an exemption  therefrom under said Act
     and such laws and the respective rules and regulations thereunder."

     In addition,  the shares of Common Stock  issuable  upon  conversion of the
     Convertible  Preferred Stock shall bear at the time of issuance a legend in
     substantially the form set forth above and any legend required by the state
     securities  or "Blue  Sky" laws of any state in which a  registered  holder
     thereof is  resident,  unless such shares  have been  registered  under the
     Securities Act.



                                       49
<PAGE>

     13G.  PERSONS DEEMED OWNERS.  Prior to due presentment for  registration of
     transfer,  in compliance with the terms of this  Agreement, the Company may
     treat the Person in whose name any Security is  registered as the owner and
     holder of such  Security for the purpose of receiving  payment of principal
     of (and  premium,  if any) and interest on such  Security and for all other
     purposes whatsoever, whether or not such Security shall be overdue, and the
     Company shall not be affected by notice to the contrary.

     13H. SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  All  representations and
     warranties contained herein or made in writing by or on behalf of any party
     to this  Agreement in connection  herewith  shall survive the execution and
     delivery of this  Agreement,  regardless of any  investigation  made by the
     Investors or on their behalf.

     13I.  SUCCESSORS  AND ASSIGNS.  Except as otherwise  provided  herein,  all
     covenants and agreements in this Agreement contained by or on behalf of the
     parties  hereto  shall  bind and  inure to the  benefit  of the  respective
     successors  transferees  and  assigns  of the  parties  hereto  whether  so
     expressed  or not and for greater  certainty,  a purchaser  of  Convertible
     Preferred  Stock from any  holder of  Convertible  Preferred  Stock will be
     entitled to the benefits of this  Agreement and the Company shall be deemed
     to have  received  express  notice in writing of any such  assignment  by a
     request for registration of the Convertible  Preferred Stock in the name of
     a subsequent purchaser.

     13J. NOTICES.  All  communications  provided for hereunder shall be sent by
     first class mail, overnight courier or by fax with hard copy by first class
     mail or  overnight  courier  and,  if to the  Investors,  addressed  to the
     Investors in the manner (except as otherwise provided in paragraph 13A with
     respect to payments of principal of (and  premium,  if any) and interest on
     the  Senior  Subordinated  Notes)  in  which  its  address  appears  on the
     signature  page hereof,  with a copy to William J. Grant,  Esq., at Willkie
     Farr & Gallagher,  One Citicorp Center, 153 East 53rd Street, New York, New
     York  10022-4677,  telecopy  number  (212)  821-8111,  if to  the  Company,
     addressed to it at 1641 Commerce  Avenue,  North, St.  Petersburg,  Florida
     33716  Attention: President,  or to such other address with respect to any
     party as such  party  shall  notify  the  other  in  writing,  and  (unless
     otherwise  specified  herein) shall be deemed received 24 hours after it is
     sent if sent via facsimile (with receipt  confirmed) or overnight  courier;
     PROVIDED,  HOWEVER, that any such communication to the Company may also, at
     the option of the  Investors,  be either  delivered  to the  Company at its
     address  set forth above or to any  executive  officer of the  Company,  as
     applicable .

     13K. DESCRIPTIVE HEADINGS. The descriptive headings of the several Sections
     and paragraphs of this Agreement are inserted for  convenience  only and do
     not constitute a part of this Agreement.

     13L.  GOVERNING  LAW;  CONSENT TO  JURISDICTION.  THIS  AGREEMENT  IS BEING
     DELIVERED  AND IS INTENDED TO BE  PERFORMED  IN THE STATE OF NEW YORK,  AND
     SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE  WITH,  AND THE RIGHTS OF THE
     PARTIES SHALL BE GOVERN D BY, THE LAW OF SUCH STATE  WITHOUT  GIVING EFFECT
     TO THE CHOICE OF LAW OR CONFLICTS OF LAW PRINCIPLES THEREOF. THIS AGREEMENT
     IS EFFECTIVE  ONLY WHEN  DELIVERED AND ENTERED INTO BY THE INVESTORS IN NEW
     YORK. ANY LEGAL ACTION OR PROCEEDING  WITH RESPECT TO THIS AGREEMENT MAY BE


                                       50
<PAGE>

     BROUGHT IN THE  COURTS OF THE STATE OF NEW YORK OR OF THE UNITED  STATES OF
     AMERICA FOR THE  SOUTHERN  DISTRICT  OF NEW YORK,  AND,  BY  EXECUTION  AND
     DELIVERY OF THIS  AGREEMENT,  THE COMPANY  HEREBY ACCEPTS FOR ITSELF AND IN
     RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF
     THE AFORESAID COURTS.  THE COMPANY  IRREVOCABLY  CONSENTS TO THE SERVICE OF
     PROCESS  OUT OF ANY OF THE  AFOREMENTIONED  COURTS  IN ANY SUCH  ACTION  OR
     PROCEEDING  BY THE MAILING OF COPIES  THEREOF BY  REGISTERED  OR  CERTIFIED
     MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS ADDRESS SET FORTH IN PARAGRAPH
     13J, SUCH SERVICE TO BECOME  EFFECTIVE 30 DAYS AFTER SUCH MAILING.  NOTHING
     HEREIN SHALL AFFECT THE RIGHT OF THE  INVESTORS OR ANY HOLDER OF A SECURITY
     TO SERVE PROCESS IN ANY OTHER MANNER  PERMITTED BY LAW OR TO COMMENCE LEGAL
     PROCEEDINGS  OR  OTHERWISE   PROCEED  AGAINST  THE  COMPANY  IN  ANY  OTHER
     JURISDICTION.

     13M.  DELAY FEES.  If the Closing  shall not  actually occur on any date on
     which the Closing is scheduled to occur,  and the Company shall have failed
     to notify each  Investor  prior to 10:00 A.M.  local time,  in the place in
     which an Investor is located,  on the day prior to such  scheduled  Closing
     that  such  Closing  has been  postponed,  the  Company  shall  pay to each
     Investor  (as   compensation   for  such   Investor's   loss  of  fund  and
     administrative costs) an amount equal to interest on the purchase price for
     the  Securities  to have  been  purchased  by each  such  Investor  on such
     scheduled  date at such  Closing,  at the  rate  per  annum  on the  Senior
     Subordinated  Notes as if the Senior  Subordinated Notes had been issued on
     the  scheduled  date of  Closing,  for each day  from  and  including  such
     scheduled  date of Closing to but not  including the earlier of the date on
     which such  Closing  actually  occurs or the date on which the amount to be
     paid by each such  Investor as said  purchase  price is  available  to such
     Investor  for  reinvestment,  but in any  case  not  less  than  one  day's
     interest;  PROVIDED,  HOWEVER,  that the Company shall not owe any Investor
     any amount under this paragraph 13M if the Company has fulfilled all of its
     obligations  under this  Agreement and such Investor is not willing or able
     to fulfill its obligations on the scheduled date of Closing.

     13N.  REMEDIES.  In case any one or more of the covenants and/or agreements
     set forth in this Agreement  shall have been breached by the Company or any
     holder of Securities,  the Company,  or any holder of Securities (or any of
     them),  as  applicable,  may  proceed to protect  and  enforce its or their
     rights either by suit in equity and/or by action at law, including, but not
     limited  to, an action for damages as a result of any such breach and/or an
     action for specific performance of any such covenant or agreement contained
     in this Agreement.  Without limitation of the foregoing, the Company agrees
     that  failure  to  comply  with  any of the  covenants  including,  without
     limitation,  those included in paragraphs 6A, 6B, 6C, 6F, 6L, 6M 6N, 6O and
     6Q and  those in  respect  of the  Senior  Subordinated  Notes  will  cause
     irreparable  harm and that specific  performance  shall be available in the
     event of any breach thereof. The Company, or an Investor acting pursuant to
     this paragraph 13N,  shall be  indemnified  against all liability,  loss or
     damage,  together with all reasonable  costs and expenses  related  thereto
     (including reasonable legal and accounting fees and expenses) in accordance
     with paragraph 13B.

     13O. ENTIRE AGREEMENT.  This Agreement, the other Related Documents and the
     other writings referred to herein or delivered  pursuant hereto contain the
     entire  agreement  among the parties  with  respect to the  subject  matter


                                       51
<PAGE>

     hereof  and  supersede  all  prior  and  contemporaneous   arrangements  or
     understandings with respect thereto.

     13P.  SEVERABILITY.  Any provision of this  Agreement that 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.

     13Q. AMENDMENTS.  This Agreement may not be changed orally, but (subject to
     the  provisions of paragraph  13C) only by a agreement in writing signed by
     the party against whom enforcement of any waiver,  change,  modification or
     discharge is sought.

     13R. PAYMENT DATE.  Notwithstanding  any provision of this Agreement to the
     contrary,  any payment on account of principal of (and premium,  if any) or
     interest  on any Senior  Subordinated  Note which is due on a date which is
     not a Business Day shall be paid on the next  succeeding  Business Day, and
     the amount of interest  included in any such  payment  shall be computed to
     the date on which such payment is actually made.

     13S. WAIVER OF TRIAL BY JURY. THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND
     INTENTIONALLY  WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT
     IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE  ARISING UNDER OR RELATING TO
     THIS  AGREEMENT OR ANY OTHER  AGREEMENT OR DOCUMENT  REFERRED TO HEREIN AND
     AGREES THAT ANY SUCH  DISPUTE  SHALL,  AT THE OPTION OF ANY INVESTOR AS THE
     CASE MAY BE, BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

     13T. COUNTERPARTS.  This Agreement may be executed in counterparts, each of
     which shall be deemed an  original,  and it shall no be necessary in making
     proof of this  Agreement  to  produce  or  account  for more  than one such
     counterpart.
























                                       52
<PAGE>



IN WITNESS  WHEREOF,  the parties have caused this  Agreement to be executed and
delivered by their respective  officers thereunto duly authorized as of the date
first above written.

                                    THRUCOMM, INC.



                                    By:_______________________________

                                    Name:_____________________________

                                    Title:____________________________











































<PAGE>


INVESTORS:

The foregoing Agreement is hereby accepted as of the date first above written.




DECLARATION OF TRUST
FOR DEFINED BENEFIT PLANS
OF ICI AMERICAN HOLDINGS INC.

c/o Pecks Management Partners Ltd.
One Rockefeller Plaza
New York, New York  10020
Attention:  Robert J. Cresci

By:  Pecks Management Partners Ltd.,
     Its Investment Adviser

By:_____________________________               Principal Amount of Senior
   Robert J. Cresci                            Subordinated Notes: $1,720,000
   Managing Direcr                             275,200 shares of
                                               Convertible Preferred Stock
 
Tax ID Number: 043-171-204

Nominee:  NORTHMAN & CO.






























<PAGE>



IN OF TRUST
FOR DEFINED BENEFIT PLANS
OF ZENECA HOLDINGS INC.

c/o Pecks Management Partners Ltd.
One Rockefeller Plaza
New York, New York  10020
Attention:  Robert J. Cresci

By:  Pecks Management Partners Ltd.,
     Its Investment Adviser


By:_________________________                     Principal Amount of Senior
   Robert J. Cresci                              Subordinated Notes: $1,270,000
   Managing Director                             203,200 shares of
                                                 Convertible Preferred Stock

Tax ID Number: 042-809861


Nominee:  FUELSHIP & COMPANY

Bank:  State Street Bank & Trust Company
       One Enterprise Drive
       Solomon Willard Building, 4A
       North Quincy, MA  02171

ABA Routing Number:  0110-00028

Account Number:  JG10 DDA 34758508
for Master Trust/State Street
Bank and Trust Company
Boston, MA  02101
BNF: Zeneca Holdings

Physical Delivery
Via Federal Express:  State Street Bank & Trust Company
                      225 Franklin Street
                      Incoming Securities, Concourse Level
                      Boston, MA  02 01
                      Attn: David Kay














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                          Account Name: Zeneca Holdings
                                   Acct.# JG10























































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The foregoing Agreement is hereby accepted as of the date first above written.

DELAWARE STATE EMPLOYEES'
RETIREMENT FUND

c/o Pecks Management Partners Ltd.
One Rockefeller Plaza
New York, New York  10020
Attention:  Robert J. Cresci

By:  Pecks Management Partners Ltd.,
     Its Investment Adviser


By:________________________                      Principal Amount of Senior
   Robert J. Cresci                              Subordinated Notes: $6,275,000
   Managing Director                             1,004,000 shares of
                                                 Convertible Preferred Stock

Tax ID Number: 516-00-0279


Nominee:  NAP & COMPANY

Bank:  Mercantile Safe Deposit & Trust Company
       2 Hopkins Plaza
       Baltimore, MD  21201
       Attn:  Isabelle Corbett

ABA Routing Number:  052-000618

Account Number:  214380-8 for State of Delaware account.

Physical Delivery:  Mercantile Safe Deposit & Trust Company
                    2 Hopkins Plaza
                    Baltimore, MD  21201
                    Attn:  Connie Philpot





















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The foregoing Agreement is hereby accepted as of the date first above written.

J.W. MCCONNELL FAMILY FOUNDATION

c/o Pecks Management Partners Ltd.
One Rockefeller Plaza
New York, New York  10020
Attention:  Robert J. Cresci

By:  Pecks Management Partners Ltd.,
     Its Investment Adviser


By:_____________________________                 Principal Amount of Senior
   Robert J. Cresci                              Subordinated Notes: $735,000
   Managing Director                             117,600 shares of
                                                 Convertible Preferred Stock

Tax ID Number: 015-7859-03


Nominee:  HARE & CO

Bank:  Royal Trust Corporation of Canada
       Royal Trust Tower, 10th Floor
       777 King Street West
       Toronto, Ontario M5W1P9

ABA Routing Number:  021000018
Bank of New York
BK of NY/CUST

Account Number:  Royal Trust, #298324

Physical Delivery:  The Bank of New York
                    1 Wall Street, 5th Floor
                    New York, NY 10286
                    Attn:  Special Processing Department

Re:  Account #298324

















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