** CONFIDENTIAL TREATMENT REQUESTED        Exhibit 10.36


                         PREFERRED DISTRIBUTOR AGREEMENT


THIS  AGREEMENT  effective  as of this 1st day of June 1998,  by and between NEC
America,  Inc., a  corporation  having a principal  place of business at 1555 W.
Walnut Hill Lane, Irving,  Texas 75038-3796  (hereinafter  referred to as "NEC")
and Arch  Communications,  a corporation having a principal place of business at
1800 West Park Drive, suite 250, Westborough,  MA, 01581(hereinafter referred to
as "DISTRIBUTOR") (collectively hereinafter referred to as the "Parties").


                                   WITNESSETH

WHEREAS,  NEC has certain paging products to sell,  (hereinafter  referred to as
"Paging Products")

WHEREAS, DISTRIBUTOR desires to purchase such Paging Products from NEC;

NOW THEREFORE,  in  consideration  of the  undertakings,  covenants and premises
herein set forth, the Parties hereto mutually agree as follows:

1.      Products, Prices, Quantity.

1.1     The prices for the Paging  Products  shall be as set forth in Attachment
        "A" attached hereto and incorporated herein.

1.2     DISTRIBUTOR  agrees to purchase and take delivery of a minimum  quantity
        of Paging Products over a specified term set forth in ATTACHMENT "A" .

1.3     Alterations to any Paging  Products which NEC deems  necessary to comply
        with   specifications,   changed   safety   standards  or   governmental
        regulations,  to make the Paging Products non-infringing with respect to
        any patent,  copyright or other  proprietary  interest,  or to otherwise
        improve a Paging  Products may be made at any time by NEC without  prior
        written  notice to or consent of  DISTRIBUTOR  and such  altered  Paging
        Products shall be deemed to be fully conforming.

1.4     This is a non-exclusive Distributor Agreement. NEC reserves the right to
        sell any Paging  Products  to any third  party in any manner in which it
        sees fit. In addition,  DISTIRBUTOR  maintains the right to purchase any
        similar products from any third party.


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2.      Term and Termination of the Agreement.

2.1     The period which  DISTRIBUTOR  may purchase  Paging  Products under this
        Agreement  shall  commence on the  effective  date of this  Agreement as
        written  above  and  shall  continue  for a period  of not less  than 14
        months.

2.2     Either party may  re-evaluate  the terms of this Agreement and negotiate
        with the other  party in an effort to reach a consensus  concerning  any
        desired  modifications.  Such  negotiations  may be held once  every six
        months  for the  duration  of this  Agreement.  If  agreement  cannot be
        reached  concerning  modified terms, this agreement may be terminated by
        either party upon thirty (30) days written notice to the other party.

2.3     Either  party shall have the right to  terminate  this  Agreement if the
        other  party  rejects  or  fails  to  perform  or  observe  any  of  its
        obligations hereunder,  and such condition is not remedied within thirty
        (30) days after written notice is given to the defaulting party.

2.4     Either  party shall have the right to  terminate  this  Agreement if the
        other party  assigns  this  Agreement,  or any of the rights  hereunder,
        except  to  a  corporate  affiliate  which  assignment  is  specifically
        allowed.

2.5     Termination of this  Agreement,  howsoever  caused,  shall not terminate
        DISTRIBUTOR's  liability  to pay  for  any  Paging  Products  previously
        shipped to DISTRIBUTOR.

2.6     Sections  2, 8, 9, 13,  14,  and 17 shall  survive  termination  of this
        Agreement.


3.      Purchase Orders.

3.1     All orders for Paging  Products must be  accompanied by a purchase order
        from DISTRIBUTOR  transmitted via facsimile or other mutually acceptable
        format or delivered to NEC.  Specific  purchase orders shall specify the
        type and quantity of Paging Products ordered, unit and extended pricing,
        as  well  as  desired  shipping   schedule  and  ship-to   instructions.
        Acknowledgment  of  receipt  of  purchase  orders  shall not  constitute
        acceptance.  Any contingencies contained in such purchase orders are not
        binding upon NEC.

3.2     DISTRIBUTOR's  purchase orders shall be accepted upon NEC's transmission
        of  a  "Sales   Acknowledgement"   form  for  the  Paging  Products.  If
        DISTIRBUTOR does not object in writing to such Sales Acknowledgment form
        within  seven (7) days after  receipt  of such form then the  order,  as
        accepted in the Sales Acknowledgment form, shall be firm.


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3.3     DISTRIBUTOR  hereby grants NEC, its successors  and assigns,  a security
        interest in all of the Paging Products  ordered by DISTRIBUTOR,  and the
        proceeds of all such Paging Products (including, but not limited to, the
        related accounts), and in contracts rights related to any of such Paging
        Products,  to secure  payment of the  purchase  price of any such Paging
        Products. Default in payment of such price shall permit NEC, at its sole
        discretion,  to declare all of DISTRIBUTOR's obligations owing to NEC to
        be immediately due and payable, and in such event NEC shall have all the
        rights and  remedies  of a secured  party under the  applicable  Uniform
        Commercial  Code.  In  connection  with the  security  interest  granted
        herein,  NEC  is  expressly  authorized  by  DISTRIBUTOR,  at  its  sole
        discretion and as DISTRIBUTOR's attorney-in-fact,  to file any financing
        statements  necessary  under  applicable  law to perfect  this  security
        interest (without  DISTRIBUTOR's  signature in states where such filings
        are  permitted);   and  DISTRIBUTOR  agrees  to  sign,  as  debtor,  and
        immediately  return to NEC any such financing  statement that NEC may in
        its sole discretion choose to submit to DISTRIBUTOR for signature.

4.      Shipment.

4.1     All shipments  will be made from NEC's  designated  warehouse.  Shipment
        will be to a DISTRIBUTOR location designated in the Sales Acknowledgment
        form.  DISTRIBUTOR  shall be responsible for all shipping  charges.  The
        standard method of shipping will be via ground transportation.  Requests
        for other shipping methods,  including  expedited shipments will be paid
        by DISTRIBUTOR.

4.2     If DISTRIBUTOR  requests that any of the Paging Products be drop-shipped
        to separate  locations,  such  instructions  and  authorization  must be
        submitted to NEC in writing and approved by NEC which approval shall not
        be unreasonably withheld.

4.3     Any discrepancies  concerning the quantity of Paging Products shipped to
        DISTRIBUTOR  or  drop-shipped  for  DISTRIBUTOR  must be reported to NEC
        within fifteen (15) days of delivery.


5.      Payment.

5.1     The  terms of  payment  shall be net due  sixty  (60)  days from date of
        invoice.  NEC shall invoice  DISTRIBUTOR  for the Paging Products at the
        time of shipment.

5.2     DISTRIBUTOR shall be responsible for all taxes, fees, shiping charges or
        other charges imposed by any governmental entity arising with respect to
        the  sales of  Paging  Products  to  DISTRIBUTOR.  All  amounts  due NEC
        hereunder shall be net of any such charges, except any taxes that may be
        based on NEC's net income, for which NEC shall be solely responsible.

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6.      Marketing Support.

6.1     Marketing  Support shall be as listed in ATTACHMENT "B", attached hereto
        and incorporated herein.

7.      Price Protection.

7.1     If and when NEC shall  reduce the price of  particular  models of Paging
        Products, the DISTRIBUTOR shall be entitled to the benefit of such price
        reduction for all units of such Paging  Products model which is equal to
        those  Paging  Products  purchased  by  DISTRIBUTOR,  the day  after the
        effective date of price reduction.  In addition,  NEC reserves the right
        to  increase  the price of any Paging  Products  upon  thirty  (30) days
        written notice to DISTRIBUTOR.

7.2     Distributor  shall receive benefit of such price reduction on all orders
        unshiped by NEC at the of such price reduction

8.      Warranty, Returns, Service.

8.1     NEC's warranty obligations are stated in ATTACHMENT "D", attached hereto
        and incorporated herein.

8.2     THE LIMITED  WARRANTIES  PROVIDED FOR IN ATTACHMENT D ARE IN LIEU OF ALL
        OTHER WARRANTIES AND GUARANTEES,  WHETHER EXPRESS OR IMPLIED,  STATUTORY
        OR OTHERWISE,  INCLUDING  WARRANTIES OF  MERCHANTABILITY,  FITNESS FOR A
        PARTICULAR  PURPOSE,  NON-INFRINGEMENT  OR  ARISING  FROM  A  COURSE  OR
        DEALING,  USAGE,  OF TRADE  PRACTICE TO THE EXTENT ALLOWED BY APPLICABLE
        LAW. NEC'S AND ITS SUPPLIER'S  ENTIRE  LIABILITY,  AND ORIGINAL END-USER
        PURCHASER'S EXCLUSIVE REMEDY UNDER ANY WARRANTY IS LIMITED SOLELY TO THE
        REPAIR OR  REPLACEMENT  OF THE DEFECTIVE  PART OR PRODUCT (IN NEC OR ITS
        SERVICE CENTER'S DISCRETION) OR TO ISSUING CREDIT FOR THE DEFECTIVE PART
        OR PRODUCT. IF ANY PRODUCT BECOMES DEFECTIVE DURING THE WARRANTY PERIOD,
        THE  ORIGINAL  END-USER  PURCHASER  SHALL RETURN THE  DEFECTIVE  PART OR
        PRODUCT FOR INSPECTION AND TESTING  SUBJECT TO NEC'S STANDARD REPAIR AND
        RETURN  POLICIES IN EFFECT AT THE TIME OF RETURN.  IN NO EVENT SHALL NEC
        BE LIABLE FOR ANY  DEFECTIVE  CONDITION OF SUCH PART OR PRODUCT,  IF, IN
        NEC'S  DISCRETION,  INSPECTION  AND TESTING  DISCLOSE THAT THE DEFECTIVE
        CONDITION OF SUCH PART OR PRODUCT WAS CAUSED BY MISUSE,  ABUSE, IMPROPER
        OR  UNAUTHORIZED   MAINTENANCE  OR  REPAIR,   ALTERATION,   ACCIDENT  OR

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<PAGE>

        NEGLIGENCE IN USE OR DAMAGE CAUSED BY EXCESSIVE  TEMPERATURE OR HUMIDITY
        OR OTHER IMPROPER ENVIRONMENTAL CONDITIONS, STORAGE, TRANSPORTATION,  OR
        HANDLING.

8.3     DISTRIBUTOR shall comply with NEC's reasonable procedures related to the
        tracking of in-bound returned Paging Products.

9.      Limitation of Liability.

9.1     WHETHER OR NOT CAUSED BY  NEGLIGENCE,  NEITHER PARTY SHALL BE LIABLE FOR
        ANY INDIRECT, SPECIAL,  CONSEQUENTIAL,  PUNITIVE OR INCIDENTIAL DAMAGES,
        HOWEVER  CAUSED  (INCLUDING  LATE  DELIVERY) EVEN IF SUCH PARTY HAS BEEN
        ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.

9.2     EXCEPT AS SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT,  ALL LIABILITY OF
        NEC UNDER THIS AGREEMENT,  UNDER ANY LEGAL OR EQUITABLE THEORY, SHALL BE
        LIMITED  TO MONEY  PAID TO NEC FOR SUCH  PRODUCT  OR  ACCESSORY  FOR THE
        CELLULAR TELEPHONE PRODUCTS.

10.     Force Majeure.

10.1    Neither  party shall be liable or deemed to be in fault for any delay or
        failure in performance  under this Agreement or  interruption of service
        resulting  directly or  indirectly  from acts of God,  civil or military
        authority,  acts of public enemy,  war,  accidents,  fires,  explosions,
        earthquakes,  floods, the elements,  epidemics, strikes, labor disputes,
        shortages  of  fuel,  power,   suitable  parts,   materials,   labor  or
        transportation,  product  shortages  however caused,  whether in its own
        enterprise,  or any cause beyond the reasonable control of such party in
        the above  instances,  time for  performance  shall be extended  for the
        period of the delay  caused;  provided,  however,  that either party may
        cancel in  writing  the  undelivered  portion  of the order if the delay
        exceeds sixty (60) days from the shipment date  originally  confirmed by
        NEC.

11.     Indemnity for Infringement, Injunction.

11.1    NEC agrees to defend and  indemnify  DISTRIBUTOR  against any claim that
        the Paging  Products  sold by NEC  hereunder  infringe the  intellectual
        property right of third parties  provided that: (i) Paging  Products are
        not modified by  DISTRIBUTOR  or by any other party at the  direction of
        DISTRIBUTOR; (ii) DISTRIBUTOR notifies NEC in writing within thirty (30)
        days of the claim;  (iii) NEC has sole  control of the  defense  and all
        related  settlement and licensing  negotiations;  and, (iv)  DISTRIBUTOR
        provides NEC with the assistance, information and authority necessary to
        perform  NEC's  obligations  under this  Section;  provided  always that

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<PAGE>

        DISTRIBUTOR  shall not admit  liability of NEC under any  circumstances.
        Reasonable  out-of-pocket  expenses incurred by DISTRIBUTOR in providing
        such  assistance  will  be  reimbursed  by  NEC.  DISTRIBUTOR  shall  be
        permitted to participate in any such defense at its own expense and with
        counsel of its choice.  In the event that NEC fails or refuses to defend
        against  any  claim or suit,  DISTRIBUTOR  may do so and NEC  agrees  to
        reimburse DISTRIBUTOR for its documented costs and expenses.

11.2    If the  use or  sale  of any  Paging  Products  furnished  hereunder  is
        enjoined  as a result of any suit,  NEC at its  option and no expense to
        DISTRIBUTOR  shall: (i) obtain for DISTRIBUTOR the right to use, sell or
        re-sell  said items;  or shall (ii)  substitute  an  equivalent  product
        reasonably  acceptable to DISTRIBUTOR and extend this indemnity thereto;
        or of (i) or (ii) cannot be reasonably  attained for commercial reasons,
        NEC  shall  accept  the  return of the  Paging  Products  and  reimburse
        DISTRIBUTOR  the purchase  price thereof,  less a reasonable  charge for
        wear and tear.

12.     Governing Law.

12.1    The validity, interpretation, and performance of this Agreement shall be
        controlled  by and  construed  under  the laws of the State of New York,
        United  States of  America,  as if  performed  wholly  within  the state
        without  giving effect to the principles of conflict of law. The Parties
        specifically   disclaim  the  UN   Convention   of  Contracts   for  the
        International Sale of Goods.

13.     Confidentiality.

13.1    Any specifications,  drawings,  sketches, models, samples,  confidential
        business information or data, written, oral or otherwise ("Information")
        obtained by either  party  hereunder  or in  contemplation  hereof shall
        remain the property of the party  originating the information.  All such
        Information shall be kept confidential and not reproduced or distributed
        in  any  manner  without  the  expressed   written   permission  of  the
        originating party. All copies of such Information shall be returned upon
        request.

13.2    The  obligations  imposed on either party under Section 14.1 above shall
        not apply to information  whether or not  designated as  "Confidential":
        (i)  which is made  public  by the  disclosing  party;  (ii)  which  the
        receiving party can reasonably  demonstrate is already in the possession
        of the  receiving  party and not  subject to an  existing  agreement  of
        confidence;   (iii)  which  is  received  from  a  third  party  without
        restriction  and  without  breach  of  this  Agreement;  (iv)  which  is
        independently  developed  by the  receiving  party as  evidenced  by its
        records;  (v) which the receiving party is required to disclose pursuant
        to a valid order of a court or other  governmental body or any political
        subdivision  thereof,  provided,  however,  that  the  recipient  of the
        information  shall first have given  notice to the  disclosing  party so

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<PAGE>

        that the owning  party may seek to obtain a protective  order  requiring
        that the information  and/or documents so disclosed be used only for the
        purposes for which the order was issued.

13.3    The Parties agree that this  Agreement  (including  all  Attachments  or
        Exhibits  attached hereto) is confidential and shall not be disclosed to
        any third party.

13.4    The  obligations  in this  Section  shall  survive  termination  of this
        Agreement for five (5) years.

14.     Trademarks.

14.1    It is expressly  agreed and  understood  that  trademarks,  trade names,
        insignia,  etc. (hereinafter referred to as "Marks") involving the words
        "NEC",  designated  trademarks  of NEC, or " " are and shall  remain the
        exclusive  property of NEC and  DISTRIBUTOR (as applicable) and that the
        other  party has and shall  have no right to such  trademarks  and trade
        names. All use of Marks involving the words "NEC", designated trademarks
        of NEC, or " " (as  applicable) in the promotion and sale of goods shall
        be  deemed to inure  only for the  benefit  of the owner of such  Marks.
        Neither party without the express  written  consent of the other,  shall
        have the right to use any Marks in the sale, lease or advertising of any
        products or on any product container, component part, sales, advertising
        or  promotional  materials.  Any  approved  use of the Marks shall be in
        accord with such party's policies governing the size, typeface and other
        usage requirements.

14.2    If DISTRIBUTOR  requests that any of the Paging  Products are to be sold
        to DISTRIBUTOR bearing any trademark other than the "NEC" trademark or a
        designated  trademark of NEC, the terms and conditions  concerning  such
        private  labeling of the Paging  Products shall be subject to the mutual
        written  agreement of the Parties.  DISTRIBUTOR shall indemnify and hold
        NEC harmless from any liability, judgments, decrees, costs and expenses,
        including reasonable attorney(s) fees incurred by NEC, for suits brought
        by any party against NEC related to NEC affixing any trade names, logos,
        or   trademark(s)   on  the  Paging  Products  in  accordance  with  any
        instructions given by DISTRIBUTOR.

15.     Publicity.

15.1.1  DISTRIBUTOR and NEC agree to submit to each other for approval any press
        releases and all other  publicity  matters  whenever the other's name is
        used  in  connection  with  matters   pertaining  to  the   relationship
        established  by this  Agreement,  and shall not use each other's name in
        such matters without prior written  approval.  Both parties agree not to
        unduly restrict the release of such information.


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16.     General.

16.1    This Agreement  expresses the entire  understanding and agreement of the
        Parties with reference to the sale of NEC Paging Products to DISTRIBUTOR
        and  is a  complete  and  exclusive  statement  of  the  terms  of  this
        Agreement, and no representations,  amendments,  or agreements modifying
        or  supplementing  the terms of this Agreement  shall be valid unless in
        writing,  signed by persons  authorized to sign  agreements on behalf of
        each party. NEC will not be bound by terms of DISTRIBUTOR's  order. Only
        NEC's  acknowledgement of such order through  transmission of a shipping
        schedule shall constitute  valid acceptance of DISTRIBUTOR's  order. Any
        such  acceptance is expressly  conditioned on assent to the terms hereof
        and the  exclusion  of all other terms.  DISTRIBUTOR  shall be deemed to
        have assented to the terms hereof,  whether or not previously  received,
        upon accepting delivery of anything shipped from NEC. If tender of these
        items is deemed an offer,  acceptance is expressly  limited to the terms
        hereof.

16.2    During  the term of this  Agreement  DISTRIBUTOR's  purchase  of  Paging
        Products  from NEC,  shall be  subject  to and made  under the terms and
        conditions of this Agreement.  The terms and conditions of DISTRIBUTOR's
        purchase orders,  NEC's  acknowledgments or any other writings by either
        party which differ from the terms and conditions  hereunder shall not be
        effective unless  specifically  accepted in writing by amendment to this
        Agreement  made separate and apart from said terms and  conditions.  All
        orders are subject to acceptance at NEC's home office in Irving,  Texas.
        No person shall have the  authority to accept any order on behalf of NEC
        outside of NEC's Irving, Texas office.

16.3    No  waiver  by NEC or  DISTRIBUTOR  of  any  of the  terms,  conditions,
        covenants or agreements  of this  Agreement  shall be binding  unless in
        writing and signed by the party to be charged,  and no such waiver shall
        be deemed or taken as a waiver at any time thereafter of the same or any
        other term,  condition,  covenant or agreement herein contained,  nor of
        the  strict  and  prompt  performance  thereof.  A waiver  by  course of
        performance to any of the terms and provisions hereunder on one occasion
        will not be construed as a waiver for any other occasion.

16.4    If  any  one or  more  provision  of  this  Agreement  is  deemed  to be
        unenforceable,   the  Parties  hereby  express  by  agreement  that  the
        remainder of this Agreement is  nevertheless to be fully enforced and to
        be interpreted  as valid in every respect except for such  unenforceable
        provisions.

16.5    The Parties  mutually agree that the headings and captions  contained in
        this Agreement are inserted for  convenience or reference  only, and are
        not to be deemed part of, or to be used in interpreting, this Agreement.


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         IN WITNESS  WHEREOF,  this Agreement was entered into as of the day and
year first written above.


         ATTACHMENTS:  Paging Products and Pricing (Attachment A)
                       Marketing Support (Attachment B)
                       Limited Warranty (Attachment C)
                       Coop Guidelines (Attachment D)

         ACCEPTED:                          ACCEPTED:

         ARCH COMMUNICATIONS                NEC AMERICA, INC.

         BY:      /s/ Lyndon Daniels        BY:      /s/ N. Norose           

         NAME:    Lyndon Daniels            NAME:    N. Norose                  

         TITLE:   President                 TITLE:   General Manager   

         DATE:    May 27, 1998              DATE:    May 28, 1998              
             

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                       ** CONFIDENTIAL TREATMENT REQUESTED



                                  ATTACHMENT A

                                                     QUARTERLY         "MAY"
                                    CONTRACT        ACHIEVEMENT       SPECIAL
PRODUCT           PRICE             INCENTIVE        INCENTIVE        DISCOUNT
                  (per unit)       (per unit)        (per unit)      (per unit)
Message Maker     $  **
Exec              $  **                                               $  **
Companion*        $  **                              $  **
VUE*              $  **            $  **             $  **

Contract  Incentive:  DISTRIBUTOR  shall  purchase  and  take  delivery  of  the
following quantities of Paging Products:

               1.   **  NEC  Alpha  Paging  Products  Monthly,   (VUE/Companion)
                    (Minimum ** VUEs Monthly)

The contract incentive, listed above, shall be made available to DISTRIBUTOR for
meeting these minimum quantity commitments.  Contract Incentive is deducted from
invoice.

Quarterly  Achievement  Incentive  will be deducted  from  invoice.  DISTRIBUTOR
agrees to reimburse in full any Quarterly  Achievement  Incentive monies back to
NEC within 15 days of notification  for each quarter that  DISTRIBUTOR  fails to
take delivery of the minimum committed quantity of ** alphas (VUE/Companion)

May Special Discount will be deducted from invoice.  In order to teceive the May
Special  Discount,  DISTRIBUTOR  must place firm purchase orders for the Exec or
Companion during the month of May, 1998. Product must ship prior to December 31,
1998.

Notwithstanding  the above, from the effective date of this Agreement,  NEC will
extend  to  DISTRIBUTOR  all  Contract  Incentives  and  Quarterly   Achievement
Incentives  without regard to minimum  quantity  commitments for a period of (2)
two months.  All minimum quantity  commitments  shall become effective as of the
third month of the term of this agreement.

*Includes 2 year warranty = labor & materials for two years.

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                                  ATTACHMENT B


MARKETING SUPPORT:

1.      NEC agrees to make available to DISTRIBUTOR  marketing co-op funds based
        upon  two  (2%)  of the  purchase  price  of  the  Paging  Products.  In
        calculating  the amount of co-op  funds  available,  any other  credits,
        discounts  or rebates  extended to  DISTRIBUTOR  shall first be deducted
        from the purchase price before calculating the two percent.  Co-op funds
        will be posted to the  DISTRIBUTOR  account  monthly by the tenth (10th)
        day of each month for  purchases of Paging  Products in the prior month.
        DISTRIBUTOR  shall use the co-op  funds to  promote  the "NEC"  brand in
        targeted  markets  selected  from  time  to  time  by  DISTRIBUTOR,   in
        accordance with NEC's co-op advertising program.

2.      NEC will  provide  each  Distributor  location  with  sales and  product
        training  on an on-going  basis,  at no cost to  Distributor.  This will
        include,   but  not  be  limited   to,   training   materials,   prodcut
        demonstrations, and presentation by the NMI sales and training staff.

3.      Due to substantial  pricing  considerations to Distributor,  Distributor
        will not be allowed to  participate  in sales  promotional  programs  as
        offered  by  NEC to  customers  from  time  to  time,  nor  receive  any
        addidtional  funding from NEC for sales  activities.  Should a promotion
        create a lower net unit price than Distributor's net price, an exception
        can be granted should both parties agree.

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<PAGE>



                                  ATTACHMENT C


1.   What Product May Be Covered By This Warranty?

     The following products (the "Product" or the "Products")  purchased through
     an NEC America,  Inc.  ("NECAM"),  Mobile Radio Division  Authorized Dealer
     (the "Dealer") in the United States may be covered by this warranty:

                           MESSAGE MAKER
                           VUE
                           EXEC
                           COMPANION SP

2.   What Does This Warranty Cover?

     NECAM warrants to the original end user  purchaser of the Products  ("You")
     that the Products will conform to the applicable  published  specifications
     in effect at the time of shipment  from NECAM for the Dealer,  and that the
     Products will be free from defects in materials or workmanship under normal
     use and service during the warranty period described in Paragraph 3.


3.   How Long Does The Coverage Last?

     The warranty period will begin on the date You purchased the Product. Dated
     proof of purchase (e.g. cash register  receipt) is to accompany and Product
     returned  for  warranty  service.  However,  if  proof of  purchase  is not
     available,  the warranty  period  begins on the date the Product is shipped
     from NECAM to the Dealer. The warranty periods for the Products,  excluding
     any battery cell or assembly, is as follows.

                  One (1) Year Parts/One Year Labor

     The  warranty  period for any battery cell or assembly is ninety (90) days.
     Any  products  repaired or replaced  under the terms of this  warranty  are
     covered under warranty for the remainder of the original warranty period of
     ninety (90) days if there are less than ninety (90) days  remaining  in the
     original warranty period.


4.   What  Will  NECAM Do If The  Product  Becomes  Defective  In  Materials  Or
     Workmanship During The Warranty Period?

     If any Product covered under this warranty  becomes  defective in materials
     or workmanship  during the applicable  warranty period,  NECAM will, at its
     option,  either repair the defective  Product  without charge for parts and
     labor, or provide a replacement in exchange for the defective Product.


5.   What Is Not Covered By This Warranty?

    (a)This warranty does not extent to (i) Products  which have been  subjected
       to misuse,  accident,  physical damage,  improper installation,  abnormal
       operation or handling, neglect,  inundation,  fire, water or other liquid
       intrusion;  or (ii)  Products  which  have  been  repaired,  altered,  or
       modified by anyone other than an  authorized  service  representative  of
       NECAM;  or (iii)  defects  caused by failure  of  components,  parts,  or
       accessories not compatible with the warranted  Product;  or (iv) Products
       whose  warranty/quality   stickers,   product  serial  number  plates  or
       electronic  serial  numbers  have  been  removed,  altered,  or  rendered
       illegible;  or (v) accessory items such as antennae,  cables,  curl cord,
       cases,  etc.; or (vi)  Products  shipped to NECAM for repair from outside
       the United States.

                                       12
<PAGE>


                                    ATTACHMENT D

                                NEC AMERICA, INC.
                         Communications Terminals Group

                       1998 Cooperative Marketing Program
                            Guidelines and Procedures
   --------------------------------------------------------------------------


A.   PURPOSE

The objective of the NEC America, Inc.'s Communications  Terminals Group ("NEC")
Cooperative  Marketing  Program  ("Co-op") is to  effectively  and  consistently
promote  the sale of NEC  wireless  products  through  various  advertising  and
promotional programs.


B.   ELIGIBILITY

The Cooperative  Marketing Program is available to authorized NEC customers* who
purchase  wireless  messaging  or cellular  products and whose  advertising  and
marketing plans comply with the requirements of the Program, and are approved in
accordance with the Program.
Co-op  eligibility  may be  denied  where  special  sales  conditions  or  other
promotions prevail.


C.   HOW A CO-OP FUND IS ACCRUED

A co-op  account  is set up for each NEC  customer  who is  eligible  and has an
established NEC account number.

1.   Funds are accrued on a monthly  basis in the co-op account at 2% of the net
     invoiced  purchase  price of new wireless  products,  net of all allowances
     shown on the invoice.

2.   No funds are accrued for the purchase of  accessories,  spare  parts,  test
     equipment, or custom or reconditioned products.

3.   Accrual  is based on net unit  shipments,  as  recorded  by NEC  management
     reports.



* Authorized NEC customers  include  carriers,  distributors,  dealers and other
groups that buy products directly from NEC.


                                       13
<PAGE>




D.   USE OF CO-OP FUNDS

1.   Co-op  marketing  funds  can be  used  for a  variety  of  advertising  and
     promotional  activities.  Reimbursement  rates vary depending upon how they
     are used. The following charts reflect these variations.
<TABLE>
<CAPTION>
--------------------------------------------------- ----------------------------------- -------------------------------------
                     CATEGORY                                      100%                                 50%
                                                              REIMBURSEMENT                        REIMBURSEMENT
--------------------------------------------------- ----------------------------------- -------------------------------------
--------------------------------------------------- ----------------------------------- -------------------------------------
<S>                                                 <C>                                 <C>                                     
1.       Advertising:  Net Media costs less         Ads produced and supplied by NEC    Ads produced by customer complying
     taxes, discounts, rebates and commissions                                          with NEC guidelines.  Note:  Ad
     for;                                                                               reimbursement may be prorated based
     o   Newspapers                                                                     on actual amount of NEC brand name
     o   Magazines                                                                      and product exposure.
     o   Radio
     o   Television
     o   Yellow Pages
     o   Outdoor (Billboards, bus-boards)
--------------------------------------------------- ----------------------------------- -------------------------------------
--------------------------------------------------- ----------------------------------- -------------------------------------
2.       Collateral and Merchandising Items         Items produced and supplied by NEC  Items produced by customer
     o   Brochures                                                                      complying with NEC guidelines.
     o   Specification Sheets                                                           Note:  Item reimbursement may be
     o   Posters                                                                        prorated based on actual amount of
     o   Banners                                                                        NEC brand name and product exposure.
     o   Displays
     o   Catalogs
     o   Display (Dummies) Products
     o   Merchandising Kits
--------------------------------------------------- ----------------------------------- -------------------------------------
--------------------------------------------------- ----------------------------------- -------------------------------------
3.       Premium Incentive Items                    Items produced and supplied by NEC  Items produced by customer and
                                                                                        complying with NEC guidelines.
--------------------------------------------------- ----------------------------------- -------------------------------------
--------------------------------------------------- ----------------------------------- -------------------------------------
4.       Sales Promotions and Contests              Promotions produced and supplied    Promotions produced by customer may
                                                    by NEC                              receive up to 50%, depending upon
                                                                                        amount of NEC exposure.
                                                                                        Pre-approval required.
--------------------------------------------------- ----------------------------------- -------------------------------------
--------------------------------------------------- ----------------------------------- -------------------------------------
5.       Special Events                             Not available                       Special events sponsored by
     o   Open House                                                                     customer may receive up to 50%,
     o   Sales Training                                                                 depending upon amount of NEC
     o   Store Openings                                                                 exposure.  Pre-approval required.
                                                                                                   ---------------------
--------------------------------------------------- ----------------------------------- -------------------------------------
--------------------------------------------------- ----------------------------------- -------------------------------------
6.       Trade Shows                                Not available                       Up to 50% of floor space fees,
                                                                                        depending upon amount of NEC
                                                                                        exposure.  (Maximum of $10,000 per
                                                                                        year).  Pre-approval required.
                                                                                                ---------------------
--------------------------------------------------- ----------------------------------- -------------------------------------
--------------------------------------------------- ----------------------------------- -------------------------------------
7.       Motorsports                                When  used with NEC Motor Sports    Not Available
                                                    programs only.
--------------------------------------------------- ----------------------------------- -------------------------------------
--------------------------------------------------- ----------------------------------- -------------------------------------
8.       Internet (Worldwide Web)                   Not available                       Up to 50%, depending upon amount of
                                                                                        NEC exposure.  (Maximum of $10,000
                                                                                        per year). Pre-approval required.
                                                                                                   ----------------------
--------------------------------------------------- ----------------------------------- -------------------------------------
*             Note:  Ads or materials  featuring  competitive  products  receive
              proportionately reduced co-op reimbursement depending on number of
              other manufacturers featured.

</TABLE>
                                       14
<PAGE>



E.   NEC GENERAL REQUIREMENTS FOR REIMBURSEMENT

The NEC logo must be correctly  represented  in its logo font style and utilized
in all applicable  mediums.  When a NEC product photograph is used, the NEC name
or logo must also appear in the  advertisement  or printed  material  within the
body copy or near the  product  photograph.  Logo  sheets,  specifications,  and
photographs  are  available  through  the  Sales  Promotions  Group  by  calling
1.800.421.2141 and selecting the appropriate option.

If you are requesting 50%  reimbursement,  prior approval must be given for your
advertising  or  program.  This  approval  must be  given  prior  to the  actual
production or airdate of the  advertising/program/item.  Upon receipt of written
approval, you may file claims in the usual manner.

To receive  prior  approval,  please  mail or send via  facsimile,  all  program
materials,  photographs,  media schedules and any other  applicable items to the
attention of:


                                NEC America, Inc.
                             Sales Promotions Group
                            1555 W. Walnut Hill Lane
                              Irving, TX 75038-3796

                           (Toll-free) 1.800.431.2141
                               (Fax) 972.751.7409


1.   50% Co-op -- Advertising:  

     o    Feature  the newest  photograph  or  illustration  of an NEC  wireless
          product; minimum size (height) is 1.5 inches depending on overall size
          of the advertisement. All product logos must be shown and visible.
     o    Show the NEC name in the copy or near the  product.  The minimum  font
          size for the NEC name outside of the body copy is 12pt.
     o    Include   product   brand   name  near  the   product.   Examples:   
            -  DigitalTalk(TM) 2000 
            -  MessageMaker Vue(TM).

2.   50% Co-op -- Collateral, Merchandising, and Premium Incentive Items:

     o    Feature  the newest  photograph  or  illustration  of an NEC  wireless
          product.
     o    For premium items,  the NEC name,  logo or product brand name featured
          on the item is  sufficient.  
     o    When copy is applicable,  such as with collateral or on merchandising,
          list the NEC name and/or product brand name.

3.   50% Co-op -- Radio 

     o    30 Second Radio spots produced by YOU must include two mentions of the
          NEC name. The mentions can be noted in relationship to NEC products.
     o    60 Second Radio spots produced by YOU must include two mentions of the
          NEC name and/or product brand name.



                                       15
<PAGE>

4.   50% Co-op -- TV 
     o    30 Second TV spots  produced by YOU must  include two  mentions of the
          NEC name and/or  product  brand  name.  The  mentions  can be noted in
          relationship to NEC products.
     o    A close-up of a NEC product must be featured once during the airing of
          the spot - the logo must be readable.
     o    60 Second TV spots  produced by YOU must  include two  mentions of the
          NEC name and/or product brand name plus the tagline:  Just Imagine NEC
          Multimedia.
     o    A close-up of a NEC product must be featured once during the airing of
          the spot - the logo must be readable.
     o    Minimum point size for logo, name, or tagline is 26pt.

5.   Up to 50% Co-op --  Internet 
     o    Banner and web site advertising space must include the NEC logo and/or
          product brand name, and actual product photographs or illustrations.
     o    Color product  photographs or  illustrations  are mandatory unless the
          web site features only a black and white format.


F.       FUND TERM

The fund is accrued on a calendar year basis; January 1st through December 31st.
Claims can be filed any time during the  accrual  period but no later than March
15th following previous calendar year.


  --------------------  ----------------------  -------------------------------
       Co-op Fund        Advertisement Must Be          Claims Must Be
     Accrual Period          Run Between             Filed No Later Than
  --------------------  ----------------------  -------------------------------
  Jan. 1st - Dec. 31st   Jan. 1st - Dec. 31st   Mar. 15th, After Calendar Year
  --------------------  ----------------------  -------------------------------


*    NOTE: ALL UNCLAIMED FUNDS WILL BE AUTOMATICALLY FORFEITED ON THE MARCH 15th
     FILING DEADLINE.


G.   CLAIM VERIFICATION

To file a Claim for  reimbursement of media placements and print  production,  a
NEC Cooperative  Advertising Claim Form (CCF01) must be completed and sent along
with the proper  documentation as specified by media type.  Without a CCFO1, the
claim will not be processed.

The following items are required with each claim filed:

1.   Advertising  
     o    Newspaper/Magazine (NEC pays space cost only.)
       -  Original tear sheet for each date the ad appeared (photocopies are not
          acceptable)  showing the publication name and date. 
       -  Copy of the  paid  invoice  indicating  cost of the  space,  less  all
          discounts and rebates, and the frequency contract if applicable.

                                       16
<PAGE>



     o    Yellow Pages (NEC pays space cost only).
       -  The  original  tear sheet  indicating  the  publication  name and date
          (photocopies  will not be  accepted).  The tear  sheet is  needed  for
          monthly  or  annual  reimbursement.  
       -  If you are claiming annual  reimbursement,  include a copy of the paid
          invoice that states the  directory  name,  month  published and annual
          cost. 
       -  If billed monthly by the telephone company,  file reimbursement claims
          by: 

          1).  Forwarding  a copy of the monthly  paid  invoice to NEC  Customer
               Support  Group.  
          2).  Waiting until all 12 monthly invoices are collected,  then filing
               one annual claim.  
          3).  Receive  annual  reimbursement  by sending a copy of the contract
               showing the directory name,  date published,  size of ad and cost
               along with the first month's invoice.

     o    Radio/Television (NEC pays time cost only.)
       -  Copy of the paid invoice with length of commercial, date(s), number of
          spots aired, frequency rate, cost per spot, and total cost.
       -  Copy of radio/TV script with notarized ANA/RAB documentation for radio
          or ANA/TVB  documentation for TV with original  signature of a station
          official.
       -  Include a copy of the script with NEC reference  used (or a storyboard
          for TV), or the script must have video  detail  notations  referencing
          what is actually being shown during the narrative.

     o    Outdoor Billboards (NEC pays space cost only.)
       -  Copy of the paid invoice  indicating where, when, and duration of time
          the board was posted.
       -  Actual photo of the billboard or bus-board.

2.   Collateral and Premium Incentive Items produced by the Customer

     o    Pre-approval  required.  
     o    Original  sample  of item.  
     o    Copy of paid invoice indicating net cost, less any discounts,  rebates
          and commissions.

3.   Sales  Promotions  and  Contest  produced  by the  Customer 
     o    Pre-approval required.
     o    Complete promotion or sales contest  description,  including rules and
          structure for awarding prizes.
     o    Copy of paid invoice for promotion and/or prizes, indicating net cost,
          less any discounts, rebates and commissions.

4.   Special Events and Trade Shows
     o    Pre-approval required.
     o    Complete event  description,  including dates, NEC products  displayed
          and attendance.
     o    Photographs or other proof of performance reflecting the amount of NEC
          product exposure.
     o    Copies  of paid  invoices  indicating  net cost,  less any  discounts,
          rebates and commissions

                                       17
<PAGE>



5.   Motorsports
     o    Photographs of company logo on NEC program car.
     o    Copy of paid invoice indicating net cost, less any discounts,  rebates
          and commissions.

6.   Internet
     o    Copy of advertisement with website address.
     o    Copy of paid invoice indicating net cost, less any discounts,  rebates
          and commissions.


H.   TO FILE A CLAIM FOR FUNDS

To file a claim,  YOU must  fill out an NEC  Cooperative  Marketing  Claim  Form
(CCFO1) and send it with all the proper  documentation  as described in "Section
H". The form and documentation must be sent to:

                                NEC America, Inc.
                             Co-op Marketing Program
                             Customer Support Group
                            1555 W. Walnut Hill Lane
                              Irving, TX 75038-3796

Literature  and  promotional  items must be ordered on a  Literature/Promotional
Order Form  (LOF01),  indicating  on the form that the  payment is to be made by
using available co-op funds.

When  claim  amounts  exceed an  accrual  fund  balance,  the  customer  will be
contacted by NEC to determine which of two (2) available options should be used:

Option 1: Delay the reimbursement  until enough funds have been accrued to cover
          the claim or...

Option 2: Receive partial credit only up to the available  amount in the accrued
          fund.  However, if this  option is  chosen, the  balance of  the claim
          cannot  be  resubmitted  at a  later  date for  reimbursement  of  the
          remaining amount.


*    NOTE: PAYMENTS WILL NOT BE MADE THAT EXCEED THE CUSTOMER'S ACCOUNT BALANCE.

                        --------------------------------


I.   OTHER SPECIAL TERMS AND CONDITIONS

1.   NEC will only pay the full allowance on  advertisements  or promotions that
     feature NEC products  exclusively.  No competitive products may be featured
     to obtain the full allowance.

2.   If it is not  exclusively  NEC,  NEC  reserves  the  right to  prorate  the
     reimbursement  based on the  percentage  of space  dedicated to NEC and its
     wireless products.

                                       18
<PAGE>



3.   NEC reserves the right to limit the quantity of literature and  promotional
     items ordered to a maximum of 25% of the available funds.

4.   Items in a foreign language are acceptable; however, an English translation
     is required in order to process the claim.

5.   NEC  reserves  the right to  suspend  payment  of  claims  if a  customer's
     accounts  receivable is not current.  Only NEC may choose to apply the fund
     as a credit to the customer's account.

6.   NEC reserves the right to change the amount of the accrual and the eligible
     products and options at any time without prior notice.

7.   NEC  reserves  the right to  terminate  the co-op  program at any time upon
     thirty (30) days prior  written  notice.  Sixty (60) days after the date of
     discontinuance, all unexpended balances will be canceled.

8.   All advertising  must be in compliance  with local,  state and federal laws
     and must be "in good taste".

9.   All claims in the advertising text regarding NEC products must be truthful.
     Any false or  misleading  representations  will result in a rejected  co-op
     claim.

10.  No third-party checks will be issued for any type of advertising.  NEC will
     not accept direct vendor billing.

11.  Exceptions to this program can be granted by the Director of Marketing,  as
     long as it maintains the intent of the program and is granted in writing.

12.  ALL state, local, or federal taxes that may arise from the use of funds are
     the responsibility of the customers.

13.  The NEC logo  and/or the name NEC in  Helvetica  bold  typeface  may not be
     used.  The use of the NEC logo  and  name  must  conform  to NEC  Corporate
     Guidelines. (Camera-ready art is available from NEC).

14.  All claims must be submitted  using the NEC claim form, and comply with all
     the guidelines contained herein, or they will be returned, unpaid.

15.  The cost of local preparation and production are not reimbursable under the
     NEC Co-op Marketing Program.

16.  All claims must be postmarked  within 60 days from the date the advertising
     or promotions are completed or appear within their designated medium.


                                       19