January 19, 1998



                                                                    Confidential
                                                               Via Facsimile and
                                                                 Federal Express



Mr. John F. Kolenda, Chairman
Mr. Mark J. Gianinni, President
Thrucomm, Inc.
1641 Commerce Avenue North
St. Petersburg, FL 33716-4205

Dear John and Mark:

You have  asked my firm,  J.  Jeffrey  Brausch  &  Company,  to  render  certain
financial services on behalf of Thrucomm, Inc. (the "Company"). This letter will
set forth the terms of our  engagement  for  services to be rendered  for the 36
(thirty-six)  month period  commencing  February 1, 1998 and ending  January 31,
2001. If these terms meet with your approval,  please evidence your agreement by
signing the enclosed  copy of this letter at the place  indicated  and returning
the same, along with your check for $120,000.


                       PRINCIPAL SERVICES TO BE RENDERED

Public Offering

Phase One

1.   Develop and implement a comprehensive program to prepare the Company for an
     initial public offering in the future.

2.   Prepare a Feasibility  Study  regarding the  appropriateness  of an initial
     public  offering  of the  Company's  securities.  This study  includes  (1)
     probable pre- and post-money  valuations,  (2) size of offering parameters,
     (3) reasonable primary and secondary components, (4) timing considerations,
     (5) comparable companies analysis, (6) managing underwriter(s) profile, (7)
     syndication  profile,  (8) expense estimates,  (9) ownership matrices,  and
     (10) public status advantages and disadvantages.





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Thrucomm, Inc.
January 19, 1998
Page 2


3.   Update the valuation and size  parameters  of the initial  public  offering
     Feasibility Study on a quarterly basis, as requested to do so.

Phase Two

1.   Review  the  Company's  history,  general  business  plan,  and  pro  forma
     forecasts.

2.   Review the  Company's  forecast  of capital  needs  required to support the
     general business plan.

3.   Prepare a Company Profile which will detail highlights of the Company. This
     document will be used to determine initial underwriter interest.

4.   Screen and select  underwriters  that would be expected to have an interest
     in managing an offering of the Company's securities.

5.   Present  the  Company  Profile to  prospective  selected  underwriters  and
     solicit their indications of interest.

6.   Analyze the indications of interest received from prospective  underwriters
     and determine, in conjunction with the Company's management, if the project
     should proceed to Phase Three.

Phase Three

1.   Make personal  presentations  with Company management to those underwriters
     evidencing  an  initial  interest  in  the  Company  as a  public  offering
     candidate.

2.   Prepare, review, and revise drafts of the registration statement.

3.   Prepare a comparative  analysis of the underwriting  proposals received and
     make specific recommendations to the Company.

4.   Recommend   final   selection  of  the  managing   underwriter,   including
     co-managers, if appropriate.

5.   In conjunction  with management and the Company's  legal counsel,  continue
     assistance in the  preparation,  review,  and revision of the  registration
     statement, prospectus, and related materials.

6.   Prepare a comparative  pricing schedule of comparable  companies and assist
     management in pricing negotiations.

7.   Assist  the  Company in  preparing  to meet with  prospective  underwriters
     including all due diligence field trips.

8.   Assist management in preparing for due diligence  meetings in cities of the
     underwriter's choice.




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Thrucomm, Inc.
January 19, 1998
Page 3


9.   If  requested,   provide  management  with  recommendations  regarding  the
     Company's board of directors,  dividend policy, employee stock option plan,
     and other similar topics.

10.  If  requested,  prepare  background  files and readings  for the  Company's
     directors  regarding the Company,  "going public," and the industry and its
     competitors.

11.  Provide  general  counsel and services,  as required,  in  connection  with
     negotiations with the underwriter through and including a formal closing.

General Consultation

Be available for general consultation regarding all financial matters, including
assistance  in updating the  Company's  business  plan.  It is intended that the
services to be  rendered  would be  comprehensive  in nature and broad in scope,
except such  services  would not include any private  placement of the Company's
securities.


                         PROFESSIONAL FEES AND EXPENSES

Professional Fees

1.   Upon engagement: $120,000 (one hundred twenty thousand dollars).

2.   Beginning  February 1, 1998 and continuing for 36 (thirty-six)  consecutive
     months:  $6,388.89  (six  thousand  three hundred  eighty-eight  and 89/100
     dollars)  payable on the first day of each  month,  for a total of $230,000
     (two hundred thirty thousand dollars).

3.   All  compensation  is to be paid in cash; no compensation of any other type
     is to be received.

4.   In no event  and  under no  circumstances  are the  professional  fees paid
     refundable.

5.   No fees,  commissions,  or other  compensation from any other party will be
     received in connection with the services provided.

Expenses

The Company agrees to reimburse J. Jeffrey Brausch & Company, within 30 (thirty)
days  of  receipt  of a  billing,  all  direct  out-of-pocket  disbursements  in
connection with the foregoing list of services to be rendered.  It is understood
that the  professional  fees  provided  herein are intended to  represent  gross
revenue to J. Jeffrey  Brausch & Company out of which it will be responsible for
its own  employee  salaries,  consulting  fees,  if  any,  and  other  operating
expenses.  The Company's  obligation under this paragraph is merely to reimburse
such  things  as   telephone   calls,   copying   charges,   postage   expenses,
computer-aided   research   expenses,   travel   expenses   and  other   similar
disbursements.


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Thrucomm, Inc.
January 19, 1998
Page 4


                                    GENERAL

1.   The  Company  will  permit J.  Jeffrey  Brausch &  Company,  and any of its
     employees and agents, access to its business and financial records.

2.   J. Jeffrey Brausch & Company makes no  representations  or warranties as to
     whether  or  not  the  aforesaid  program  will  be  successful,  and it is
     expressly  understood and agreed that J. Jeffrey Brausch & Company will not
     act as a broker,  dealer, or underwriter in connection with any offering of
     securities by the Company.

3.   This letter represents the entire understanding  between the Company and J.
     Jeffrey  Brausch  &  Company.  The  terms  and  conditions  of this  letter
     agreement can only be modified by a subsequent  written agreement  executed
     by both parties.  The failure of either party to undertake the  performance
     of its  obligations  hereunder  shall  permit  the  other  party  to  cease
     performance hereunder and to pursue its lawful remedies.

                                     Very truly yours,

                                     J. JEFFREY BRAUSCH & COMPANY



                                     __________________________
                                     J. Jeffrey Brausch
                                     President



























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Thrucomm, Inc.
January 19, 1998
Page 5







ACCEPTED AND AGREED:

THRUCOMM, INC.

By:                                    By:



    ________________________________       ________________________________
    Signature                              Signature




    ________________________________       ________________________________
    Print Name and Title                   Print Name and Title




    ________________________________       ________________________________
    Date                                   Date



























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