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                                                                    Exhibit 10.1
 
                                AGREEMENT TERMS


This agreement term sheet, between Vermont Research Products Inc., "Vermont" and
CharCom, Inc., "Char", is intended to outline the terms and conditions of 
converting approximately $1,995,774 from a trade payable plus $54,226 interest 
all owed and acknowledged by Char to Vermont to a combination of $1,300,000 
preferred stock and $750,000 convertible debenture.

Preferred Stock
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 .    Preferred stock cumulative 6% dividend in preferred stock with pro ration 
     for partial quarters.

 .    Stock to be registered on or before March 15, 1998.

 .    Conversion Price - $1,375 (Stated Price).

 .    Liquidation value is defined as stated price plus accrued dividends.

 .    Anti Dilution - If the price per share of common stock at the time of 
     conversion is less than $1,375, the company will adjust the amount of
     shares by that difference.  In no event will the price be adjusted below
     $1.15 Holder will give five days notice of intent to convert.

 .    After 18 months or unless mutually agreed to an earlier date, buy back 
     option by issuer upon 15 days notice of intent to redeem in cash.  Buy back
     option terminates upon holder's conversion to common stock.  Buy back is 
     calculated at 105% of the stated price.  If called for buy back, holder has
     right of immediate conversion to common stock in lieu of tendering for 
     redemption.

          Other Features

          Except as to Series E as to it's conversion to common stock and stated
          accrued dividends, as long as Series F preferred stock (to be issued 
          to Vermont) is outstanding, company will not pay cash dividends, 
          redeem stock either common or preferred or make any other cash 
          disbursements related to stock.

          Liquidation Rights
  
          Preference stock would be entitled to, after trade creditors and 
          debenture holder, Vermont of equal preference with Series E preferred 
          stockholders over common stock shareholders in the event of 
          reorganization whether voluntary or involuntary.  Should the company
          issue additional series of Preferred Stock, Vermont has preference
          pertaining only to liquidation.
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Debenture
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Convertible Debenture coupon prime rate, variable. The conversion to common
stock shall be calculated based upon $1,375 with the same dilution protection as
Series F Preferred. Debenture shall be secured by all foreign accounts
receivable except those specifically designated as North American. Payments on
the basis of 40% to Vermont and 60% to Chat from all receivables except those of
North American origin, until the total amount of debenture is satisfied. Upon
partial or full redemption, a proportional amount of the per share conversion
features will also terminate by that amount of dollar reduction divided by the
$1,375 conversion price. Example: $150,000 payment divided by $1,375 = 109,091
shares, conversion feature retired.

Debenture is to be further reduced by collections from Canadian Account 
receivables by payment to for actual product shipment amounts made by Vermont to
ChatCom.

Merge or Sale of Company (Organic Change)
------------------------

Vermont has right of conversion to common stock or redemption at the stated 
price plus accrued dividends of Preferred Stock by the company or its successor.

Additional Debts or Equity Offerings
------------------------------------

Prior to conversion of Preferred Stock, the holder shall have the right of 
approval, not unreasonably withheld, of any debt offering, except commercial 
                                                           ------
bank line of credit or asset lending against North American accounts receivable
and furnished or assembled goods inventory or any Preferred Stock offering that 
would have liquidation preference before Vermont.

Final documentation to be completed prior to November 19, 1997.



Agreed by:  /s/ A.C. Lubash                 Date:  September 30, 1997
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            A.C. Lubash, Director                  
            ChatCom, Inc.


Agreed by:  /s/                             Date:  September 30, 1997
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           Vermont Research Products, Inc.