EXHIBIT 10.9

                        220-222 MHz SYSTEM AND SATELLITE
                      MANAGEMENT AND MAINTENANCE AGREEMENT

     THIS  SYSTEM  AND  SATELLITE  MANAGEMENT  AND  MAINTENANCE  AGREEMENT  (the
"Agreement")  is made and  entered  into to be  effective  as of the ____ day of
January,  2001, between Communications  Consulting,  Inc., a Florida corporation
("CCI"),  Digi Link  Technologies,  Inc., a Delaware  corporation ("Digi Link"),
Advanced Business  Concepts,  LLC, a Delaware limited liability company ("ABC"),
William Gale ("Gale"),  a resident of Florida,  and Warren Blanck ("Blanck"),  a
resident of Florida.  CCI, Digi Link,  and ABC are also referred to  hereinafter
each as a  "Party"  and  collectively  as the  "Parties."  Gale and  Blanck  are
collectively at times referred to as the "Guarantors."

     WHEREAS, Digi Link has acquired,  and/or entered into agreements to acquire
by   purchase,   authorizations   (the   "Licenses")   issued  by  the   Federal
Communications Commission (the "FCC") for:

     (1) those  Specialized  Mobile Radio ("SMR")  Systems  listed on Schedule A
         ("SMR Systems");

     (2) those 26 licenses listed on Schedule B hereto ("B Licenses");

     (3) those SMR Licenses  and Systems and that  Satellite  License  listed on
         Schedule C; and

     (4) those  Spectra  acquired  at Auction 18 and  Auction  24, as more fully
         specified in Schedule D hereto.

     WHEREAS,  Digi  Link and CCI's  affiliate,  Communications  Concepts,  Inc.
("CCI2"), have contemporaneously entered into an Asset Purchase Agreement, dated
as of the date hereof (the  "Purchase  Agreement"),  pursuant to which Digi Link
has acquired all of CCI's rights,  title and interest in and to the tangible and
intangible  assets used in or held for use in connection with the Systems listed
on  Schedule A,  including,  without  limitation,  assignment  of the  Licenses,
License files and records,  customer  lists and records,  contracts,  leases and
other  agreements,  and other assets  owned by Digi Link and used in  connection
with the operation of the Systems existing on the date hereof;

     WHEREAS, Digi Link has entered into an Asset Purchase Agreement dated as of
January ___, 2001, to acquire  Licenses from Advanced  Business  Communications,
LLC ("ABC") (see Schedule B);

     WHEREAS,  Digi Link (f/k/a Future Com), also owns (and/or is in the process
of  acquiring)  those SMR  Licenses  and  Satellite  Link  Systems  reflected on
Schedule C;

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<PAGE>

     WHEREAS,  Digi Link has entered into an Agreement to acquire from ABC those
Spectra  acquired  at Auction 18 and  Auction  24, as more  fully  described  in
Schedule D.

     WHEREAS,  CCI has knowledge and experience in the operation of SMR Systems,
Satellites and Spectra.

     NOW,  THEREFORE,  in consideration of the promises and covenants herein set
forth and for other good and valuable consideration, the receipt and sufficiency
of which is hereby  acknowledged,  the Parties,  intending to be legally  bound,
hereby agree as follows:

     1. Effective Date and Term.  This Agreement  shall take effect on and as of
the ___ day of  January,  2001 (the  "Effective  Date"),  and shall  continue in
effect for one (1) year.

     2.  Maintenance  Costs.  CCI agrees that it shall bear all costs associated
with the maintenance  and operation of the Licenses,  Systems and Spectra listed
on Schedules  A, B, C, and D for a period of one (1) year.  CCI also agrees that
it shall pay all current and past due monetary  debts and/or  obligations of ABC
as of the date of the closing of this transaction, including but not limited to,
past due tower leases,  license fees,  equipment  costs,  ABC's  attorneys' fees
(current through closing and past due attorneys' and Digi Link fees and expenses
related  to  this  and  the  Purchase  Agreement),  accountants'  fees  for  the
preparation  of the K-1's and related  tax returns for the 26 limited  liability
companies who are the shareholders of ABC, such accountant being selected at the
sole  discretion  of ABC, and all related fees and expenses in  connection  with
this transaction. Such obligations are set forth on Schedule E hereto. Digi Link
retains  the  right to  utilize a  third-party  billing  agent of its  choice in
connection with the operation of the Systems.

     3. Compensation.  The combined  consideration for the Maintenance Agreement
and  the  CCI2  Purchase  Agreement,  shall  be  $2,800,000.00,  which  purchase
price/compensation  shall  be paid in the  form  of:  (i)  2,800,000  shares  of
restricted  common stock of Digi Link with an agreed value of $1.00 per share or
(ii) if there is an established public trading market for Digi Link stock at the
time that any monthly payment is due under this Agreement (as described  below),
then the price of  $2,800,000.00  shall be paid in Digi Link  common  stock at a
rate  equal  to the  last  closing  bid  on the  OTC  Bulletin  Board  or in the
over-the-counter  market  on the  date  before  the  satisfaction  of  the  last
condition.  By way of illustration,  if a one-month payment is due and Digi Link
stock is  trading  at $2.00  bid on the date the  conditions  are met,  then the
number of shares to be issued shall be 1,400,000  shares of Digi Link divided by
12 or 116,667.  All shares to be issued shall be  authorized  and issued into an
escrow account to be supervised by Nancy Van Sant,  Esq.,  Sacher,  Zelman,  Van
Sant, Paul, Beiley,  Hartman & Waldman,  P.A., 1401 Brickell Avenue,  Suite 700,
Miami,  Florida 33131 ("Escrow  Agreement") for payment pro rata each month over
the term of this  Agreement,  commencing  with the first 1/12th  disbursement of
shares to be issued to the Escrow  Agent on the date of the  closing of this and
the related License Purchase Agreement with  Communications  Concepts,  Inc. The
Escrow  Agent may release  such shares pro rata only upon the signed  consent of
Digi Link based upon satisfactory  performance by CCI of its obligations in this
Agreement.

                                       24
<PAGE>

     4. Systems Construction/Equipment Changes.

     (a) Subject to Digi Link's  supervision and ultimate control and to Section
2(b) hereof, CCI will supervise any on-going implementation and operation of the
Systems and the financing thereof.  CCI shall recommend and implement  equipment
changes for the Systems at any time it deems  reasonable  and prudent  after the
Effective  Date of this  Agreement  with prior  consent  of Digi  Link.  Current
authorized equipment is set forth in Schedule F hereto.

     (b) CCI,  ABC,  and Digi Link agree to  cooperate  in the  preparation  and
filing  with  the FCC of a  request  for an  extension  of time  and/or  Special
Temporary  Authority  ("STA") to implement  construction or equipment changes in
the Systems should such a request prove necessary.

     5. Systems Management.

     (a)  Subject to the terms of this  Agreement  and the  general  supervisory
authority  of  Digi  Link,  CCI  shall  be   responsible   for  all  duties  and
responsibilities   relating  to  the  successful  development  of  the  Systems,
including the following:

       (i) consulting  with  and  advising  Digi  Link in  connection  with  the
           negotiation of one or more dealer agreements;

      (ii) preparing and  presenting  to Digi Link an annual budget  summarizing
           the timing and  projected  amounts of all expected  expenditures  for
           construction, equipment changes and operation of the Systems;

     (iii) training and managing the administrative, technical and sales staff;

      (iv) developing and implementing a marketing program;

      (v)  arranging  for the billing and  collection of all fees in the name of
           Digi Link,  charges or other  compensation due to Digi Link and to be
           collected  in an  account at Bank of America in the name of Digi Link
           and  paying  for  all  expenses  and  fees  incurred  or  payable  in
           connection  with the operation and  maintenance of the Systems.  Digi
           Link may choose to use a  third-party  billing  agent of its choosing
           for billings and collections.

      (vi) arranging for and covering the cost of the maintenance of the Systems
           and for the  provision of all  necessary or  appropriate  repairs and
           replacements; and
     (vii) carrying  fire and theft  insurance  sufficient  to cover the cost of
           the equipment and installation, and general liability insurance equal
           to One Million Dollars ($1,000,000.00); and

    viii)  generally,  doing any and all other acts or  executing  such other
           agreements,  documents or affidavits,  as may reasonably be necessary
           to carry out the  duties  and  responsibilities  of CCI  contemplated
           hereunder, whether or not specifically enumerated herein.

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<PAGE>

     (b) CCI shall provide Digi Link with a written bi-monthly status report, on
or before the  fifteenth  day of  January,  March,  May,  July,  September,  and
November,  2001, detailing all material actions taken by CCI with respect to the
Systems  during  the  past  month  and a list  of all  receipts  of  income  and
expenditures.

     6. Account  Management.  Subject to Digi Link's  supervision and control or
until Digi Link  assumes  actual  control or until Digi Link is prepared to take
control  over  operations  and   maintenance,   CCI  shall  be  responsible  for
administering  the  invoicing  and  collection  of all accounts of customers and
shall maintain all customer lists and files and a right of inspection concerning
customer  contracts.  Digi Link shall  have  ready  access to ail such lists and
files, and CCI shall make such materials  available to Digi Link upon reasonable
advance notice. CCI shall provide Digi Link a monthly list of payables as of the
end of each month, together with a list of all expenses paid.

     7. Digi Link  Retention of Control;  FCC  Compliance.  The Parties agree to
comply with all applicable  FCC rules and policies  governing the License or the
Systems and specifically agree as follows:

     (a) Digi Link shall, at all times, retain ultimate supervisory control over
the operation of the Systems,  including,  without limitation, (i) the authority
to direct CCI to take or not take any actions with respect to the Systems,  (ii)
ready  access to the  facilities  at all times,  and (iii) the  authority to act
independently  of CCI with  respect  to the  Systems  should  Digi  Link deem it
necessary;

     (b) CCI shall not represent  itself as the federal  licensee of 220-222 MHz
SMR service offered on the Systems;

     (c)  Neither  CCI  nor  Digi  Link  shall  represent  itself  as the  legal
representative  of the other before the FCC, but each shall  cooperate  with the
other with respect to FCC matters concerning the License and the Systems;

     (d) Digi Link shall, in cooperation with CCI, take all actions necessary to
keep the  License in force and effect and shall  prepare and submit to Digi Link
for  submission  to the FCC or any other  governmental  authority  all  reports,
applications,  renewals, waivers, extension requests, filings or other documents
necessary  to keep the  License in force and effect and in good  standing.  Digi
Link shall  promptly  report any change of its address to the FCC and to CCI and
vice-versa.  Digi  Link  shall  be  entitled  to  retain,  at its  own  expense,
independent  counsel to review any and all items to be  submitted to the FCC, or
to consult on any matter involving any rules and regulations of the FCC.

     (f) Digi Link and CCI are familiar with an SMR licensee's  responsibilities
under the Communications  Act of 1934, as amended,  and applicable FCC rules and
policies.  Nothing in this  Agreement  is intended to diminish or restrict  Digi
Link's  obligations  as an FCC  licensee  and  both  Parties  desire  that  this
Agreement be carried out in  compliance  with the rules and policies of the FCC.
In the  event  that the FCC  determines  that any  provision  of this  Agreement
violates any FCC Rule or policy,  both Parties will make  good-faith  efforts to
immediately  correct the situation to bring this Agreement into  compliance with
FCC rules and policies consistent with the intent of the Parties.

                                       26
<PAGE>

     8. Joint Operation and Management.

     (a) Digi Link  acknowledges  and agrees that the Systems may be managed and
operated by CCI as part of a regional 220 MHz system  consisting  of two or more
220 MHz  Systems  operated  or managed by CCI and/or  other  entities in this or
other markets. To the extent necessary or appropriate to facilitate or implement
such  joint  management  and  operation,  Digi Link  shall  execute  such  joint
operating or other agreements as CCI may from time to time reasonably request.

     (b) CCI may contract,  subcontract and/or delegate its responsibilities and
duties hereunder to another  party/entity,  but CCI shall remain  responsible to
Digi Link for performance under this Agreement.  For so long as CCI operates and
maintains the licenses and Systems during the terms of this  Agreement,  CCI may
continue  the  employment  of Robert Fay and William  Campbell as follows:  on a
month-to-month basis each at $5,000 per month.

     9. Compensation.

     (a) During the Management  Term, all funds collected in connection with the
operation of the Systems shall be deposited  into an account in the name of Digi
Link established at Bank of America,  which shall have the following  authorized
signatories: Walter Krzanowski or Peter Jegou.

     (b) In the event that one or more of the Systems are  operating  during the
Management Term under a network or combined systems  agreement,  CCI shall remit
to Digi Link One  Hundred  Percent  (100%) of the  portion of Gross  Revenues to
which Digi Link's Systems are entitled pursuant to such agreement(s).

     (c) Any monthly  payments  made pursuant to this section shall begin on the
first day of the month  immediately  following  the month in which  Digi  Link's
Systems begin  operations,  either as a  stand-alone  or as part of a network or
combined systems.

     10.  As  security  for  the  performance  of  its  obligations  under  this
Agreement,  CCI agrees that it will  provide:  (I) personal  guarantees of CCI's
principals William Gale and Warren Blanck in the form below.

     11. Covenants.

     (a) During  the  Management  Term,  Digi Link (i) shall not take any action
which would jeopardize the License,  the Systems or the rights of CCI under this
Agreement  or any other  agreement  between  CCI and Digi  Link;  and (ii) shall
immediately  notify CCI of any  pending or  threatened  action by the FCC or any
other governmental agency, court or third party to suspend, revoke, terminate or
challenge the License or to investigate the operation of the Systems.

                                       27
<PAGE>

     (b) CCI hereby  covenants that it (i) will take all actions that are within
its control  which are  reasonably  necessary  to maintain  the  validity of the
License;  (ii)  will use its best  efforts  to  maintain  the  integrity  of the
existing  systems;  (iii) will not take any  action  which  would  result in the
imposition  of an  express  or  constructive  lien or other  encumbrance  on the
licenses  owned  or to be  owned  by Digi  Link;  and,  (iv)  shall  permit  the
inspection  and audit of all  books,  records,  and  property  upon two (2) days
written notice to CCI.

     (c) CCI hereby covenants that during the term of this Management  Agreement
it shall not, without the consent of Digi Link:

        (i) borrow money or otherwise obligate Digi Link for any purpose; or

       (ii) sell, lease, trade, exchange or otherwise dispose of any property of
            Digi Link or of any  collateral  which is securing  its  performance
            under this Agreement.

     12.   Representations  and  Warranties  of  Digi  Link.  Digi  Link  hereby
represents and warrants to CCI as follows:

     (a) If  Digi  Link  is a  corporation  or  partnership,  Digi  Link is duly
organized,  validly  existing and in good standing under the jurisdiction of its
organization  and in each  jurisdiction  in which  it owns  assets  or  conducts
business,  with all requisite power and authority to conduct its business as now
conducted and to enter into and perform its obligations under this Agreement. If
Digi Link is an  individual,  Digi Link has the  power and legal  capability  to
enter into this Agreement;

     (b) This Agreement has been duly authorized, executed and delivered by Digi
Link and constitutes the valid and binding  obligation of Digi Link  enforceable
in accordance with its terms;

     (c) the  execution  and  delivery  of this  Agreement  by Digi Link and the
performance  by Digi  Link of the  transactions  contemplated  hereby  will  not
violate or conflict with, or constitute a breach or default under,  or result in
the creation or imposition of any lien under (i) any  applicable  statute,  law,
regulation,  rule, order or decree of any governmental  authority or court; (ii)
any contract, instrument, agreement, lease, mortgage, judgment, order, decree or
other  restriction to which Digi Link is a Party or by which Digi Link is bound;
or (iii) as applicable, the Articles of Incorporation, Partnership Agreement, or
By-laws of Digi Link;

     (d) Digi Link is in compliance  with all statutes,  rules,  and policies of
the FCC applicable to Digi Link, the License or the Systems.

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<PAGE>

     13. Termination. This Agreement shall terminate upon:

     (a)  the  expiration  of one  (1)  year  from  the  effective  date of this
Agreement;

     (b) notice of breach of this Agreement by either Party and failure,  within
thirty (30) days, of the breaching Party to cure such breach;

     (c)  loss,  revocation  or  expiration  without  renewal  of  the  License,
including such loss due to the automatic  cancellation of the License due to any
failure to construct the Systems in a timely fashion;

     (d) submission by CCI to the FCC of written confirmation of consummation of
the license assignment upon prior FCC approval; or

     (e) otherwise, as mutually agreed by the Parties in writing.

     14. Notice.  All notices and other  communications  to any Party  hereunder
shall be in writing and shall be deemed  given upon actual  receipt if delivered
personally  or if sent by  prepaid  overnight  express  courier  service,  or by
registered or certified mail, return receipt requested, postage prepaid, to such
Party at its address  listed  below (or at such other  address as such Party may
specify by like notice  provided  that such notice shall be effective  only upon
receipt thereof):

     (a) If to Digi Link:

                                    Digi Link Technologies, Inc.
                                    75 Lincoln Highway, Suite 201
                                    Iselin, New Jersey  08830
                                    Attn:  Peter J. Jegou, Chairman & CEO
                                    Facsimile No.: 732-603-6269

         With a copy to:

                                    Nancy Van Sant, Esq.
                                    Sacher, Zelman, Van Sant, Paul,
                                    Beiley, Hartman & Waldman, P.A.
                                    1401 Brickell Avenue, Suite 700
                                    Miami, Florida  33131
                                    Facsimile No.:  305-374-2605

     (b) If to CCI or CCI2:

                                    Communications Concepts, Inc.
                                    5440 N.W. 33rd Avenue, Suite 104
                                    Ft. Lauderdale, Florida  33304
                                    Attn:  William Gale
                                    Facsimile No.: 954-497-1129

         With a copy to:

                                    ___________________
                                    ___________________
                                    ___________________
                                    ___________________

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<PAGE>

     15.  Relationship.  All actions  taken by CCI under the  provisions of this
Agreement  shall be on behalf of and in the best interest of Digi Link,  and CCI
shall  have  fiduciary  obligations  to Digi  Link.  CCI  shall  cover all costs
associated  with the  maintenance  and management of the Systems subject to this
Agreement.

     16.  Entire  Agreement,  Waivers;  Amendment.  This  Agreement  merges  all
previous  negotiations and agreements  between the Parties regarding the subject
matter of this Agreement and, with the Exhibits  hereto,  constitutes the entire
agreement  and  understanding  between the Parties  with  respect to the subject
matter of this Agreement.  Except as otherwise  expressly  provided  herein,  no
action taken pursuant to this Agreement,  including any  investigation  by or on
behalf of any Party hereto,  shall be deemed to constitute a waiver by the Party
taking such action of compliance with any representation,  warranty, covenant or
agreement made by the Parties hereto. No delay or failure to exercise any right,
power or remedy  accruing  to any Party  hereunder  shall be  construed  to be a
waiver of any such breach or default,  or any acquiescence  therein, or a waiver
of any similar  breach or default  theretofore  or  thereafter  occurring.  This
Agreement may not be amended,  modified or changed  except in writing  signed by
all Parties hereto.

     17.  Successors  and Assignors.  This  Agreement  shall be binding upon and
inure to the benefit of the Parties and their respective heirs, representatives,
successors  and  permissible  assigns.  Digi Link may not (i)  assign any of its
rights or delegate any of its duties under this  Agreement,  or (ii) transfer or
assign the License to any other Party,  unless the  transferee or assignee under
(i) or (ii) above agrees with CCI, in writing,  to be bound by the terms of this
Agreement. CCI may (i) assign its rights and delegate its obligations under this
Agreement  with  the  written  consent  of Digi  Link,  such  consent  not to be
unreasonably  withheld or delayed,  and (ii) assign its rights and  delegate its
obligations  under this  Agreement to an affiliate of CCI without the consent of
Digi Link.  Upon the execution of any  permissible  assignment and assumption of
the  obligations  of CCI  hereunder,  Digi Link  agrees  that CCI shall  have no
further obligations hereunder. For purposes of this Agreement, "affiliate" shall
mean any entity which has 5% or more common ownership with CCI.

     18. Specific  Performance.  Digi Link and CCI agree that, due to the unique
nature of the  subject  matter of this  Agreement,  in the event  that Digi Link
fails to execute its obligations under this Agreement in good faith CCI would be
irreparably damaged,  which damage could not be adequately compensated except by
specific  performance of this Agreement.  CCI shall therefore have the right and
remedy to have the provisions of this agreement specifically enforced by a court
having  competent  jurisdiction.  CCI's right to specific  performance  does not
preclude the exercise of any other rights and remedies available to CCI.

     19. Third Parties.  Nothing herein, expressed or implied, is intended to or
shall confer on any person other than the Parties  hereto any rights,  remedies,
obligations or liabilities under or by reason of this Agreement.

                                       30
<PAGE>

     20.  Governing Law;  Severability.  This Agreement shall be governed by and
construed in accordance with the laws of the Delaware,  without giving effect to
its principles of conflict of laws.  Venue for any cause of action brought by or
between Digi Link, CCI, Gale,  and/or Blanck relating to this Agreement shall be
in the State of New Jersey. In the event that any provision herein is held to be
invalid, void, or illegal by any court of competent jurisdiction,  the remaining
provisions  of this  Agreement  shall  remain in full  force and effect and this
Agreement  shall be construed  reasonably to preserve the original intent of the
Parties hereto insofar as practical.

     21.   Interpretation.   The  section  headings  contained  herein  are  for
convenience  of reference  only, are not part of this  Agreement,  and shall not
affect the meaning or interpretation of any provision hereof.

     22.  Execution in  Counterparts.  This  Agreement may be executed in one or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same Agreement.

     23. (a) Guaranty  Agreement.  By signing  this  Agreement,  the  Guarantors
(William Gale and Warren  Blanck)  absolutely and  unconditionally  guarantee to
Digi Link, its successors and assigns (whether collateral assigns or otherwise),
the prompt and full  performance  to Digi Link at the place of  business of Digi
Link set forth  above or at such other  place and to such  other  person as Digi
Link may designate of any and every obligation,  in connection with which either
as maker, drawer, guarantor, endorser or otherwise, whether directly, indirectly
or  contingently,  CCI is, either  individually or jointly or severally with any
other person or persons, now or shall become at any time in the future liable to
Digi Link,  until full and complete  performance has been received by Digi Link,
together with all attorneys' fees, costs and expenses of collection whether suit
be brought or not, including costs, expenses and attorneys' fees on appeal if an
appeal is taken from any suit,  incurred by Digi Link,  in  connection  with any
matter  covered  by  this  Guaranty.   The   Guarantors   also   absolutely  and
unconditionally  guarantee  the full and  timely  performance  of all duties and
obligations  whatsoever  of CCI to Digi Link,  whether now existing or hereafter
arising,  and agrees in the event CCI fails to fully and timely  perform  any of
said duties and obligations to fully and timely perform same.

     (b) Term of Guaranty.  The  liability  of the  Guarantors  hereunder  shall
continue  until the  earlier of (i) the 120th day after this  Guaranty is marked
"Cancelled" by Digi Link and returned to the Guarantors or, (ii) until Digi Link
shall  receive  written  notice,  by registered  mail signed by the  Guarantors,
canceling this Guaranty,  but such cancellation  shall not affect in any way the
continuing  liability of the  Guarantors  on any  transactions  and  performance
covered by this  Guaranty  up to the time of the actual  receipt by Digi Link of
such notice of cancellation,  including any advance or other monies which may at
any time  thereafter  be made by Digi Link to CCI  pursuant to any  agreement or
other instrument or document evidencing any indebtedness of CCI to Digi Link and
in existence at the time said notice of  cancellation  is received by Digi Link,
all without  affecting in any way  whatsoever  the  continuing  liability of the
Guarantors  hereunder.  In the event said notice of cancellation  is given,  the
liability of the Guarantors shall continue without limitation whatsoever for all
amounts and duties of  performance  due Digi Link such as  interest,  attorney's
fees, costs, and other such amounts.

                                       31
<PAGE>

     (c) Waivers by Guarantors.  Guarantors  (Gale and Blanck) waive: (a) notice
of acceptance of this Guaranty by Digi Link; (b) notice of  presentment,  demand
for  payment,  notice of  dishonor  or protest of any of CCI's  obligation;  (c)
notice of the failure of any person,  firm, or  corporation  to pay to Digi Link
any indebtedness held by Digi Link as collateral  security for any obligation of
CCI; (d) all defenses, offsets and counterclaims which the Guarantors may at any
time have to any claim of Digi Link  against CCI; and (e) the right to interpose
any set off or  counterclaim  of any nature or  description in any litigation in
which Digi Link is an adverse party.

     (d)  Representations by Guarantors.  The Guarantors  represent that, at the
time of the execution and delivery of this  Guaranty,  nothing  exists to impair
the effectiveness of the liability of the Guarantors to Digi Link hereunder,  or
the immediate  taking effect of this Guaranty as the sole agreement  between the
Guarantors and Digi Link with respect to guaranteeing  CCI's  obligation to Digi
Link.

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



Date:                                         DIGI LINK TECHNOLOGIES, INC.,
                                              a Delaware corporation
                                              By:
                                              Name:  Peter J. Jegou
                                              Title: Chairman/CEO



                                   (SIGNATURES CONTINUED ON THE FOLLOWING PAGE)



Date:                                         COMMUNICATIONS CONSULTING, INC.,
                                              a Florida corporation
                                              By:
                                              Name:  William Gale
                                              Title: President


Date:                                         ADVANCED BUSINESS CONCEPTS, LLC,
                                              a Delaware limited liability
                                              company
                                              By:
                                              Name:  Alan Bostom
                                              Title: President


Date:
                                                      WILLIAM GALE


Date:

                                                      WARREN BLANCK
                                       32
<PAGE>



Digi Link 10-K Exhibits: Exhibit "A"


Tyson Dispatch, L.C.

Dallas, TX. WPFP96B

Equipment:

     Sinclair Combiner rack
     Receiver multi-coupler
     1 Cellwave PD 220-AB Antenna 400 ft. receiving
     1 Decibel Products 264JD 365 ft.


Jacksonville, FL  WPCR782

Equipment:

     5 EF Johnson LX Viking Repeaters
     1 Sinclair Combiner Rack
     Receiver multi-coupler



SMR Acquisition, L.C.

Los Angeles, CA   WPCY 293

Equipment:

     5 EF Johnson LX Viking 100w Repeaters
     Cellwave Combiner Rack
     Cellwave 3 foot dipole antenna DB 232
     Receiver multi-coupler
     RF Circulator/directional Coupler


Cornet, L.C.

Los Angeles, CA  WPCX307

Equipment

     5 EF Johnson LM Repeaters
     Sinclair Combiner Rack
     Receiver multi-coupler
     1 Cellwave antenna

                                       33
<PAGE>


Bottom Line Dispatch, L.C.

Chicago, IL   WPBZ907

Equipment:

     5 EF Johnson LM Repeaters 4 1/2 modules
     Sinclair Combiner Rack
     Receiver multi-coupler
     1 Cellwave antenna



Milwaukee, WI WPCA717

Equipment:

     3 Securcor Repeaters, 4 modules
     Sinclair Combiner Rack
     Cellwave PD-220-3 antenna


                                       34
<PAGE>
<TABLE>
<CAPTION>
220 LLC's                                     Tower Lease           Insurance           Linking fees            Monthly Cost
----------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                   <C>                 <C>                     <C>
Albany I, NY                                       725.00              43.75                  271.82               1,040.57
----------------------------------------------------------------------------------------------------------------------------
Albany ,NY                                         725.00              43.75                 314.031               1,082.78
----------------------------------------------------------------------------------------------------------------------------
Albany III, NY                                     725.00              43.75                                         768.75
----------------------------------------------------------------------------------------------------------------------------
Binghamton, NY                                     850.86              43.75                  233.54               1,128.15
----------------------------------------------------------------------------------------------------------------------------
Buffalo, NY                                        983.00              43.75                  233.54               1,260.29
----------------------------------------------------------------------------------------------------------------------------
Buffalo II, NY                                     983.00              43.75                                       1,026.75
----------------------------------------------------------------------------------------------------------------------------
Cincinnati, OH                                   1,300.00              43.75                  295.68               1,639.43
----------------------------------------------------------------------------------------------------------------------------
Dayton, OH                                         325.00             43_.75                  282.31                 651.06
----------------------------------------------------------------------------------------------------------------------------
Greenville I, SC                                   550.00              43.75                                         593.75
----------------------------------------------------------------------------------------------------------------------------
Greenville II, SC                                  550.00              43.75                                         593.75
----------------------------------------------------------------------------------------------------------------------------
Hartford, CT                                       450.00              43.75                  290.78                 784.53
----------------------------------------------------------------------------------------------------------------------------
KY/NE/Bozra, CT                                    625.00              43.75                  280.00                 948.75
----------------------------------------------------------------------------------------------------------------------------
Lancaster, PA                                      810.34              43.75                                         854.09
----------------------------------------------------------------------------------------------------------------------------
Louisville I, KY                                   760.44              43.75                                         804.19
----------------------------------------------------------------------------------------------------------------------------
Louisville 11, KY                                  760.44              43.75                                         804.19
----------------------------------------------------------------------------------------------------------------------------
N E/KY                                             275.00              43.75                  185.00                 503.75
----------------------------------------------------------------------------------------------------------------------------
Scranton I, PA                                     250.00              43.75                                         293.75
----------------------------------------------------------------------------------------------------------------------------
Scranton II, PA                                    250.00              43.75                                         293.75
----------------------------------------------------------------------------------------------------------------------------
Syracuse, NY                                       955.86              43.75                  293.19               1,292.80
----------------------------------------------------------------------------------------------------------------------------
Otisco/Syracuse III, NY                            712.00              43.75                                         755.75
----------------------------------------------------------------------------------------------------------------------------
Rochester, NY/ (Baton Rouge)                       745.00              43.75                  335.07               1,123.82
----------------------------------------------------------------------------------------------------------------------------
Utica                                              756.00              43.75                  246.90               1,046.65
----------------------------------------------------------------------------------------------------------------------------
York                                               550.00              43.75                                        593.751
----------------------------------------------------------------------------------------------------------------------------


Network Hub
----------------------------------------------------------------------------------------------------------------------------
Prudential Center, Boston                        742.31 I                                  1,306.151              2,048.461
----------------------------------------------------------------------------------------------------------------------------


Phase II - Builds
----------------------------------------------------------------------------------------------------------------------------
Manchester, NH                                     550.00              43.75                  268.00                 861.75
----------------------------------------------------------------------------------------------------------------------------
Framingham, MA                                     450.00              43.75                  185.00                 678.75
----------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------
Totals:                                        17,359.251           1,093.75                5,021.01 I            23,474.011
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                       35
<PAGE>

SMR Licenses and Spectrum owned as of 12/19/00


Ohio, Toledo                        WPCX351

North Carolina, Charlotte           WPCY434

South Carolina, Columbia            WPCX348

Louisiana, New Orleans              WPGQ870

Satellite Earth Station             E950524

North Carolina, Charlotte           WPD1273

Pennsylvania, Harrisburg            WPEN965

Texas, El Paso                      WPCD849

North Carolina, Raleigh             WPCX454

North Carolina -- Raleigh, Greenville and Fayetteville

  SPECTRUM AUCTION AWARDED          WPOI631, 632, 633, 634, 635, 636

                                       36
<PAGE>

Spectrum Acquired Auction 18

1.       EAG001 -  Group I (10,15,20)  Northeast Region
2.       BEA003 -  Group D (8,19)      Boston-Worcester, MA/NH/RI
3.       BEA006 -  Group B (3,16)      Syracuse, NY/PA
4.       BEA007 -  Group E (171-180)   Rochester, NY/PA
5.       BEA010 -  Group C (5,18)      NYC, NY/Northern NJ
6.       BEA012 -  Group A (2,13)      Philadelphia, PA/Wilmington, DE/Atlantic
                                        City, NJ
7.       BEA013 -  Group A (2,13)      Washington, DC/Baltimore, MD
8.       BEA015 -  Group B (3,16)      Richmond - Petersburg, VA
9.       BEA019 -  Group C (5,18)      Raleigh - Durham, NC
10.      BEA020 -  Group E (171-180)   Norfolk - Virginia Beech, VA
11.      BEA022 -  Group D (8,19)      Fayetteville, SC
12.      BEA047 -  Group D (8,19)      Lexington, KY/TN/VA
13.      BEA048 -  Group C (5,18)      Charleston, WV/KY/OH
14.      BEA049 -  Group A (2,13)      Cincinnati - Hamilton, OH
15.      BEA050 -  Group B (3,16)      Dayton - Springfield, OH
16.      BEA051 -  Group D (8,19)      Columbus, OH
17.      BEA053 -  Group D (8,19)      Pittsburgh, PA / WV
18.      BEA055 -  Group E (171-180)   Cleveland - Akron, OH
19.      BEA056 -  Group D (8,19)      Toledo, OH



Spectrum Acquired Auction 24

1.       EAG002 -  Group F (1,6,11)    Mid-Atlantic region
2.       EAG004 -  Group H (7,12,17)   Great Lakes region
3.       BEA0055 - Group C (5,19)      Albany-Schenectady-Troy, NY

                                       37