Exhibit 99.1



                  ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC.

                       LOAN AND WARRANT PURCHASE AGREEMENT

         THIS LOAN AND WARRANT PURCHASE  AGREEMENT (this "Agreement") is made as
of  March  25,  2003  (the  "Effective  Date"),  by and  among  ADVANCED  REMOTE
COMMUNICATION  SOLUTIONS,   INC.,  a  California  corporation  (the  "Company"),
Housatonic Micro Fund, L.P ("Housatonic") and Lexington Funding LLC ("Lexington"
and, together with Housatonic, the "Lenders").

         WHEREAS,  the Company and First National Bank (the "Bank") entered into
that certain Loan Agreement dated as of December 29, 1998 (the "Loan Agreement")
pursuant to which the Bank  agreed to make  certain  loans (the  "Loans") to the
Company on the terms and conditions contained set forth in the Loan Agreement;

         WHEREAS,  the Bank  and the  Lenders  subsequently  entered  into  that
certain Purchase and Sale Agreement dated as of September 20, 2002,  pursuant to
which  the Bank  assigned  all of its  rights  under the Loan  Agreement  to the
Lenders;

         WHEREAS, pursuant to that certain Agreement, Amendment,  Reservation of
Rights and  Release of even date  herewith  by and among the  Company,  Enerdyne
Technologies,  Inc., and the Lenders (the "Loan Amendment"),  a copy of which is
attached hereto as Exhibit A, the Lenders have agreed to amend certain  portions
of the Loan Agreement and to make certain additional loans to the Company on the
terms and conditions set forth in the Loan Amendment; and

         WHEREAS,  in  consideration  of the  Lenders'  execution  of  the  Loan
Amendment,  the Company has agreed to issue a warrant in substantially  the form
attached hereto as Exhibit B to purchase shares of a newly  designated  Series D
Preferred  Stock  (each,  a  "Warrant")  to each of the Lenders on the terms and
conditions set forth below.

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
mutual  promises,  representations,  warranties,  and covenants  hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

                                    AGREEMENT

1. LOAN AMENDMENT; WARRANTS. On the Effective Date:

1.1  Execution and Delivery of the Loan  Amendment.  The Company and the Lenders
shall each deliver an executed  copy of the Loan  Amendment to each of the other
parties hereto.

1.2 Issuance of the Warrants. The Company shall issue to each of the Lenders, in
consideration  for the Lenders'  execution of the Loan  Amendment,  a Warrant to
purchase one thousand six hundred sixty-six (1,667) shares of Series D Preferred
Stock.



2.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

2.1 Corporate  Power.  The Company has all requisite  corporate power to execute
and deliver this Agreement and the Loan Agreement,  to issue each Warrant and to
carry out and perform its  obligations  under the terms of this  Agreement,  the
Loan Agreement and under the terms of each Warrant.

2.2  Authorization.  All  corporate  action  on the  part  of the  Company,  its
directors  and its  stockholders  necessary  for the  authorization,  execution,
delivery and performance of this Agreement by the Company and the performance of
the Company's obligations hereunder,  including,  without limitation, the filing
of  the  Certificate  of   Determination   of  Series  D  Preferred  Stock  (the
"Certificate of  Determination"),  the issuance and delivery of the Warrants and
the  reservation  of the shares of Series D  Preferred  Stock (and any shares of
Common Stock  issuable upon the  conversion  of the Series D Preferred  Stock in
accordance with the Certificate of Determination)  issuable upon exercise of the
Warrants  has been taken or will be taken  prior to the  issuance of such equity
securities.  This Agreement,  the Loan Agreement and the Warrants, when executed
and delivered by the Company,  shall constitute valid and binding obligations of
the Company  enforceable  in  accordance  with their  terms,  subject to laws of
general application  relating to bankruptcy,  insolvency,  the relief of debtors
and,  with  respect  to  rights  to  indemnity,  subject  to  federal  and state
securities laws.

2.3 Valid Issuance.  The Warrants, the shares of Series D Preferred Stock of the
Company  issuable  upon the exercise of the Warrants  (when issued in compliance
with the  provisions of the  Warrants)  and the shares of Common Stock  issuable
upon the  conversion  of the Series D  Preferred  Stock in  accordance  with the
Certificate of Determination  (when issued in compliance with the Certificate of
Determination) will be validly issued,  fully paid and nonassessable and free of
any liens or encumbrances  and issued in compliance with all applicable  federal
and state securities laws.

3.       RIGHT OF FIRST REFUSAL.

3.1 Subsequent Offerings. Each holder of Series D Preferred or any right, option
or warrant to purchase  shares of Series D Preferred (a  "Holder")  shall have a
right of first  refusal to purchase its pro rata share of all Equity  Securities
(as defined below) that the Company may, from time to time,  propose to sell and
issue  after  the  date of this  Agreement,  other  than the  Equity  Securities
excluded  by Section 3.5 hereof.  Each  Holder's  pro rata share is equal to the
ratio of (i) the number of shares of the Company's  Common Stock  (including any
shares of Common Stock issuable upon  conversion of Preferred Stock or any other
convertible  securities and upon the exercise of any options,  warrants or other
derivative  securities held by such Holder) which such Holder, is deemed to be a
holder  immediately  prior to the issuance of such Equity Securities to (ii) the
total number of shares of the Company's  outstanding Common Stock (including any
shares of Common Stock issuable upon  conversion of Preferred Stock or any other
convertible  securities  and  upon the  exercise  of any  in-the-money  options,
warrants or other derivative  securities,  as the case may be) immediately prior
to the issuance of the Equity  Securities.  The term "Equity  Securities"  shall
mean (i) any Common  Stock,  Preferred  Stock or other  security of the Company,
(ii) any security  convertible into or exercisable or exchangeable  for, with or
without  consideration,  any Common  Stock,  Preferred  Stock or other  security
(including  any  option to  purchase  such a  convertible  security),  (iii) any
security  carrying  any warrant or right to  subscribe to or purchase any Common
Stock, Preferred Stock or other security or (iv) any such warrant or right.

3.2 Exercise of Rights. If the Company proposes to issue any Equity  Securities,
it shall give each Holder written notice of its intention, describing the Equity
Securities,  the  price  and the terms and  conditions  upon  which the  Company
proposes to issue the same.  Each Holder  shall have  fifteen (15) days from the
giving of such  notice to agree to  purchase  its pro rata  share of the  Equity
Securities  for the price and upon the terms  and  conditions  specified  in the
notice by giving written notice to the Company and stating  therein the quantity
of Equity  Securities  to be  purchased.  As a condition to the exercise of such
rights, any Holder exercising its rights hereunder shall execute the appropriate
purchase and related agreements in connection with such purchase.

3.3  Issuance of Equity  Securities  to Other  Persons.  If the Holders  fail to
exercise in full the rights of first  refusal  set forth in this  Section 3, the
Company shall have ninety (90) days thereafter to sell the Equity  Securities in
respect of which the  Holders'  rights were not  exercised,  at a price and upon
general  terms and  conditions  materially  no more  favorable  to the  proposed
purchasers  thereof  than  specified  in the  Company's  notice  to the  Holders
pursuant  to  Section  3.2  hereof.  If the  Company  has not sold  such  Equity
Securities  within ninety (90) days of the notice  provided  pursuant to Section
3.2,  the  Company  shall not  thereafter  issue or sell any Equity  Securities,
without  first  offering such  securities to the Holders in the manner  provided
above.

3.4  Termination  and  Waiver of Rights of First  Refusal.  The  rights of first
refusal  established  by this Section 3 shall not apply to, and shall  terminate
upon the earlier of (i) a Change in Control (as defined below) or (ii) six years
from the date hereof. The rights of first refusal  established by this Section 3
shall be subject to customary  exceptions  and may be amended,  or any provision
waived with the written consent of the Holders.  For the purpose of this Section
3.4, "Change in Control" shall mean either the sale, lease or other  disposition
of all or substantially  all of the assets of the Company,  or an acquisition of
the Company by another  corporation or entity by consolidation,  merger or other
reorganization  in which the holders of the Company's  outstanding  voting stock
immediately  prior to such transaction own,  immediately after such transaction,
securities  representing less than 50% of the voting power of the corporation or
other entity surviving such transaction.

3.5 Excluded Securities. The rights of first refusal established by this Section
3 shall have no application to any of the following Equity Securities:

(a) shares of Common  Stock  (and/or  options,  warrants or other  Common  Stock
purchase  rights  issued  pursuant to such  options,  warrants or other  rights)
issued or to be issued after the date hereof to employees, officers or directors
of, or  consultants  or advisors to the Company or any  subsidiary,  pursuant to
stock purchase or stock option plans or other  arrangements that are approved by
the Board of Directors.

(b) stock issued pursuant to any rights or agreements outstanding as of the date
of this  Agreement;  options  and  warrants  outstanding  as of the date of this
Agreement;  and stock issued  pursuant to any such rights or agreements  granted
after the date of this  Agreements;  provided  that the rights of first  refusal
established  by this Section 3 applied with respect to the initial sale or grant
by the Company of such rights or agreements;

(c) any Equity Securities issued for consideration other than cash pursuant to a
merger,  consolidation,  acquisition or similar business combination approved by
the Board of Directors;

(d) shares of Common Stock  issued in  connection  with any stock  split,  stock
dividend or recapitalization by the Company;

(e) shares of Common  Stock issued upon  conversion  of the  Company's  Series B
Preferred Stock, Series C Preferred Stock or Series D Preferred Stock; and

(f) any Equity  Securities that are issued to the public by the Company pursuant
to a registration statement filed under the Securities Act of 1933, as amended.

4. MISCELLANEOUS.

4.1 Governing  Law.  This  Agreement  shall be governed,  construed and enforced
solely and  exclusively in accordance  with the laws of the State of California,
without regard to any conflict of law provisions.  Any and all disputes  arising
under or in connection  with this Agreement shall be brought and resolved solely
and exclusively in courts located within the State of California and the parties
hereby  irrevocably  consent to the  jurisdiction  of such  courts,  services of
process in connection therewith, and waive any objections thereto.

4.2 Entire  Agreement.  This  Agreement,  together with Exhibits A and B hereto,
constitutes the full and entire  understanding and agreement between the parties
with regard to the subjects  hereof and no party shall be liable or bound to any
other  party in any manner by any  representations,  warranties,  covenants  and
agreements except as specifically set forth herein

4.3 Counterparts.  This Agreement may be executed  simultaneously in two or more
counterparts,  any one of which need not contain the signatures of more than one
party, but of all such counterparts  taken together shall constitute one and the
same Agreement.

.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
             [SIGNATURE PAGE TO LOAN AND WARRANT PURCHASE AGREEMENT]
374534 v3/SD
80zq03!.DOC
         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.

                                     ADVANCED REMOTE COMMUNICATION
                                     SOLUTIONS, INC.


                                     /s/ Paul Wickman

                                     Name: Paul Wickman

                                     Title: Chief Financial Officer


HOUSATONIC MICRO FUND, L.P.

HOUSATONIC MICRO PARTNERS, L.L.C.,
Its General Partner


/s/ Jospeh M. Niehaus

    Joseph M. Niehaus



LEXINGTON FUNDING LLC

LEXINGTON COMMERCIAL HOLDINGS, INC.,
Its Manager


/s/ Harvey S. Gettleson
    Harvey S. Gettleson
    Chief Financial Officer