Exhibit 99.2

             AGREEMENT, AMENDMENT, RESERVATION OF RIGHTS AND RELEASE

         THIS  AGREEMENT,  AMENDMENT,  RESERVATION  OF RIGHTS AND RELEASE  (this
"Agreement")  is made  and  entered  into as of March  25,  2003,  by and  among
Advanced Remote Communication Solutions, Inc., a California corporation formerly
known as Boatracs, Inc. (herein called "Arcoms"), Enerdyne Technologies, Inc., a
California  corporation  ("Enerdyne";   Arcoms  and  Enerdyne  are  collectively
referred to herein as "Borrower"),  Housatonic Micro Fund SBIC, L.P., Housatonic
Micro Fund, L.P and Lexington Funding LLC (collectively,  the "Lender"),  as the
assignee of First National Bank, a national banking association ("Bank").

                                    RECITALS

         A. Borrower and Bank entered into that certain Loan Agreement, dated as
of  December  29,  1998,  (as the same  has  been  and may from  time to time be
modified, amended, supplemented,  restated or superseded, the "Loan Agreement"),
pursuant to which Bank agreed to extend and make loans  ("Loans")  available  to
Borrower  upon the  terms  and  conditions  contained  therein.  The  Loans  are
evidenced by (i) the Loan  Agreement,  (ii) that certain  Promissory  Note dated
December 29, 1998, in the original  principal amount of $750,000 (as such amount
has been  subsequently  increased and decreased  from time to time (the "Note"),
the terms of which were amended by a letter to Borrower from Bank dated February
20, 2001 and those various Change in Terms  Agreements,  dated February 4, 2000,
February 28, 2000,  March 13, 2001,  May 18, 2001,  August 3, 2001,  November 5,
2001,  and December 20, 2001,  (iii) that certain Loan  Modification  Agreement,
dated May 29, 2002 between Bank and Borrower,  and (iv) all security agreements,
pledge agreements,  guarantees,  financing statements,  subordination agreements
and other  documents or  instruments  entered into in connection  with the Loans
(all of which,  together with the Loan Agreement and the Note, shall be referred
to  herein  as the  "Loan  Documents").  As of the date of this  Agreement,  the
aggregate  principal  balance  of the  Loans is  $1,500,000  and such  principal
balance,  along with accrued  interest  thereon,  and other  charges,  costs and
expenses  with respect to the Loans remains  unpaid.  Unless  otherwise  defined
herein,  all capitalized terms used herein shall have the meanings given to such
terms in the Loan Agreement.

         B.  Bank  and  Lender  entered  into  that  certain  Purchase  and Sale
Agreement  ("Purchase  Agreement"),  dated as of September 20, 2002, pursuant to
which Bank irrevocably sold, transferred, assigned, granted, and conveyed Bank's
right,  title,  and interest in, to and under the Loans,  the Loan Documents and
the other Transferred Rights (as defined in the Purchase Agreement) to Lender.

         C.  Borrower is presently in violation of the  following  covenants set
forth  in the Loan  Agreement:  (i)  Overadvance  default,  due to the  Eligible
Account Deficiency as disclosed in the Borrowing Base Certificate dated July 31,
2002 and failure to submit  Borrowing Base  Certificates for each calendar month
thereafter,  (ii) failure to deposit Additional Collateral upon the existence of
an Eligible  Account  Deficiency,  (iii) Payment  default,  as monthly  interest
payments  have not been made since August,  2002,  (iv) failure to not allow any
Account Payable to a Key Vendor to remain  outstanding for a period in excess of
sixty (60) days from its due date,  and (v) failure to direct all of its Account
Debtors to send all future  payments  on their  Accounts  Payables  directly  to
Lender,  each of which violation  constitutes an Event of Default under the Loan
Agreement (collectively, the "Current Events of Default").

         D. The continuance of the Current Events of Default entitles Lender to,
among other things,  declare all existing Indebtedness to be immediately due and
payable  and  commence  immediate  enforcement  and  collection  actions  and to
exercise  such other  rights or  remedies as are  available  at law or in equity
including,   without   limitation,   remedies   available  under  Article  9  of
California's Uniform Commercial Code (collectively, the "Enforcement Actions").

         E.  Borrower  has  requested  Lender  to  provide  additional  loans to
Borrower for the purpose of meeting certain of its working capital requirements,
and Lender is willing,  subject to the terms and conditions set forth herein, to
make such  additional  loans on the terms and conditions set forth herein and in
reliance  of the  representations  and  warranties  set  forth  herein  and  the
documents to be executed in connection herewith.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
mutual covenants herein set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby  acknowledged,  and intending to
be legally bound,  and to induce Lender to enter into this  Agreement,  Borrower
and Lender hereby agree as follows:

         SECTION 1. LENDER,  ASSIGNEE OF BANK.  Borrower hereby acknowledges and
consents to the  assignment  of all rights,  title and interest in, to and under
the Loans, the Loan Documents and the other Transferred Rights by Bank to Lender
and  expressly  agrees  that each Loan  Document  is hereby  amended so that all
references to Bank therein shall be references to Lender, as assignee of Bank.

         SECTION 2. AMENDMENTS TO LOAN  AGREEMENT.  The Loan Agreement is hereby
amended to add the following terms and conditions.

                           2.1      Lender agrees to extend an additional
credit  facility  under which it agrees,
upon the  satisfaction  of the  conditions  set forth in  Section  6 below,  and
subject to the other terms  hereof,  to make  Advances to Borrower  from time to
time until the business day  immediately  prior to the Maturity Date (as defined
below),  provided however,  that the aggregate original principal amount of such
Advances  does  not  exceed  $500,000  (each  Advance,   an  "Expansion   Loan";
collectively, the "Expansion Loans").

                           2.2      Notwithstanding  anything to the contrary in
the Loan Documents,  (i) Expansion
Loans shall constitute "Loans" under the Loan Documents and have the benefit of,
and be subject to, the terms and conditions of the Loan Documents, as such terms
and conditions are amended by this Agreement,  and (ii) Borrower's obligation to
repay  the  Expansion  Loans as  provided  in this  Agreement  shall  constitute
"Indebtedness"  under the Loan Agreement and shall be secured by the Collateral.
A default in repayment of the  Expansion  Loans or any other term and  condition
set forth in the Loan Documents as modified by this Agreement  shall  constitute
an Event of Default under the Loan  Documents and Lender shall have the right to
accelerate  the Loans,  including  the Expansion  Loans,  and exercise all other
remedies under the Loan Documents; provided, however, that the Current Events of
Default shall not trigger  Lender's  rights to accelerate the Expansion Loans or
enforce  any other  remedies  set forth in the Loan  Documents  relating  to the
Expansion Loans.

                           2.3      Expansion  Loans  shall  be made in  minimum
increments  of  $100,000  and the
proceeds of the Expansion  Loans shall be used only for the purpose of financing
Arcom's working  capital needs.  The proceeds from the Expansion Loans shall not
be used to pay down the  principal  balances  of  outstanding  debt of Arcoms or
Enerdyne other than repayment of trade account payables of Arcoms payable in the
ordinary course of its business.

                           2.4      When  Borrower  desires to obtain an
Expansion  Loan,  Borrower  shall  notify
Lender  (which  notice shall be  irrevocable)  by facsimile  transmission  to be
received by each Lender at the facsimile number set forth on the signature pages
hereto (or such  other  facsimile  number of which  Lender  shall have  notified
Borrower  in writing) no later than 12:00 noon  pacific  time five (5)  business
days  before  the day on which  the  Expansion  Loan is to be made,  along  with
written  certifications  signed  by the  chief  executive  officer  or the chief
financial officer of Borrower, in form and substance acceptable to Lender in its
sole  discretion,  to the effect that (i) the  proceeds of such  Expansion  Loan
shall be utilized in compliance with the  requirements  set forth in Section 2.3
of this  Agreement,  (ii) no Event of  Default  (other  than  Current  Events of
Default) has occurred or would exist after giving effect to such Expansion Loan,
and (iii) there has not occurred any material  adverse  change in the  financial
condition or business  operations or prospects of Borrower since the date of the
most recently audited financial  statements  delivered to Lender.  Additionally,
prior to Lender's  obligation to make any Expansion Loans available to Borrower,
Lender shall have received a  re-affirmation  of guaranty from each guarantor of
the Loans,  including  such  Expansion  Loan, and shall have received such other
documents as Lender may request and deem  necessary or  appropriate  in its sole
and absolute discretion.

                            2.5 Notwithstanding anything to the contrary in the
Loan Documents,  from and after
the date of this Agreement, the Loans, including the Expansion Loans, shall bear
interest,  on the outstanding daily balance thereof, at a rate of interest equal
to Prime Rate (as defined below) plus 1.5% per annum, calculated on the basis of
a  360-day  year,  subject  to a minimum  interest  rate of 8.0% per annum and a
maximum  interest  rate per annum equal to the maximum  interest  rate per annum
allowed under applicable laws.  Notwithstanding  anything to the contrary in the
Loan Documents,  interest on the outstanding Loans,  including  Expansion Loans,
shall be due and  payable  on the first day of each  calendar  quarter  and,  at
Arcom's  option,  either  in cash  or by  adding  the  accrued  interest  to the
outstanding   principal   amount  of  Loans,   including  the  Expansion  Loans,
outstanding  under the Loan  Documents.  Any  interest not paid in cash when due
shall be  compounded by becoming a part of the Loans,  and such  interest  shall
thereafter accrue interest at the rate then applicable  hereunder.  "Prime Rate"
means, on any date of determination,  the prime rate as published by the western
edition of the Wall  Street  Journal on the last  business  day of the  calendar
month immediately preceding such date.

                           2.6      Notwithstanding  anything  to the  contrary
in the  Loan  Documents,  Borrower
promises to pay to Lender the aggregate  unpaid  principal  amount of the Loans,
including the Expansion Loans,  together with accrued and unpaid interest on the
unpaid  principal  thereof,  at interest rates in accordance with Section 2.5 of
this  Agreement,   on  or  prior  to  June  30,  2004  (the  "Maturity   Date").
Notwithstanding  anything  to the  contrary  in the Loan  Documents,  the Loans,
including  Expansion Loans, may be prepaid in whole or from time to time in part
in minimum increments of $100,000 without premium or penalty, along with accrued
and unpaid  interest on the amount so prepaid.  Notwithstanding  anything to the
contrary in the Loan  Documents,  any Loans,  including  Expansion  Loans,  once
prepaid, may not be re-borrowed.

                           2.7      Notwithstanding  anything to the contrary in
the Loan  Documents,  Borrower may
sell  assets for fair market  value (as  reasonably  determined  by the Board of
Directors of Arcoms, or a committee  thereof) cash  consideration with the prior
written consent of the Lender (not be unreasonably withheld),  provided that the
net  proceeds  generated  from sale of any assets of Arcoms  shall be applied as
follows:


    ITEM NO. NET PROCEEDS          APPLICATION


    1.      First $1,500,000       To  be  retained  by  Arcoms  for  its
                                   working  capital requirements.


    2.      Next $1,500,000        To be paid by Arcoms to Lender  for
                                   application  toward
                                   repayment of Borrower's Indebtedness.

    3.      Next $3,000,000        50% of such  proceeds  to be  retained by
                                   Arcoms for its working capital requirements.

                                   50% of such  proceeds to be paid by Arcoms
                                   to Lender for application toward repayment
                                   of Borrower's Indebtedness.


    4.     All  proceeds           To be paid by  Arcoms to
            therafter              Lender  until   complete
                                   and indefeasible payment of Borrower's
                                   Indebtedness and all other secured debt owing
                                   by Borrower to Lender.



         SECTION  3.  REAFFIRMATION  OF  SECURITY   INTEREST.   Borrower  hereby
reaffirms  its  obligations  under  the  Loan  Documents,  as  amended  by  this
Agreement,  and ratifies and reaffirms the validity and enforceability of all of
the liens and security interests  heretofore in the Collateral granted to Lender
pursuant to the Loan  Documents,  as  collateral  security for the  Indebtedness
(including  the Expansion  Loans) of Borrower  under the Loan  Agreement and the
other Loan Documents, as amended by this Agreement, and acknowledges that all of
such liens and security  interests,  and all  Collateral  heretofore  pledged as
security for such  Indebtedness,  continues to be and remain collateral for such
Indebtedness, including the Expansion Loans, from and after the date hereof. The
Borrower hereby  authorizes the filing of all Uniform  Commercial Code financing
statements and amendments,  along with  appropriate  filings with the U.S Patent
and  Trademarks  Office and U.S.  Copyright  Office,  necessary  to maintain and
continue  Lender's  first  priority  fully  perfected  security  interest in the
Collateral.

         SECTION  4.  LIMITED  AMENDMENT.  Each of the  amendments  set forth in
Section 2 of this Agreement shall be limited  precisely as written and shall not
be deemed  (a) to be an  amendment  of any other term or  condition  of the Loan
Agreement or the other Loan  Documents,  to prejudice  any right or remedy which
Lender may now have or may have in the future  under or in  connection  with the
Loan Agreement or the other Loan Documents, or (b) to be a consent to any future
amendment.

         SECTION 5.  REPRESENTATIONS  AND  WARRANTIES.  Borrower  represents and
warrants that (1) the  representations  and warranties  respectively made in the
Loan Documents  continue to be true and complete in all material  respects as of
the date hereof after  giving  effect to this  Agreement  except as set forth in
Schedule 5 hereto, (2) the execution, delivery and performance of this Agreement
are duly authorized,  do not require the consent or approval of any governmental
body or regulatory authority and are not in contravention of or in conflict with
any material law or  regulation  or any term or provision of any other  material
agreement  entered into by Borrower,  (3) no  representation,  warranty or other
statement made by Borrower in any certificate or written statement  furnished to
Lender  taken  together  with  all  such  certificates  and  written  statements
furnished to Lender contains any untrue statement of a material fact or omits to
state a material  fact  necessary in order to make the  statements  contained in
such  certificates or statements not misleading,  it being  recognized by Lender
that the projections and forecasts  provided by Borrower in good faith and based
upon  reasonable  assumptions  are not to be  viewed  as facts  and that  actual
results  during  the  period or  periods  covered  by any such  projections  and
forecasts may differ from the projected or  forecasted  results,  and (4) it has
good title to the Collateral; the liens in the Collateral in favor of Lender are
valid and first priority  liens,  and there are no liens or  encumbrances on the
Collateral other than those specifically set forth on Exhibit 5.4 hereto.

         SECTION 6. CONDITIONS PRECEDENT.  The obligation of each Lender to make
available  the  Expansion  Loans is  subject to the  satisfaction  of all of the
following conditions precedent:

                           6.1      Lender  shall have  received  that  certain
Warrant to Purchase  Stock  issued
concurrently  herewith by Arcoms to Lender for the purchase of Arcom's  Series D
Preferred  stock, in form and substance  substantially  identical to Exhibit 6.1
attached hereto and the same shall have become effective  according to its terms
("Series D Warrant");

                           6.2      Arcoms shall have filed a certificate of
determination  with the office of the
Secretary of State for the State of  California  to create  sufficient  Series D
Preferred Stock of Arcoms underlying the Series D Warrant;

                           6.3      Lender and Borrower  shall have  entered
into a letter  agreement on a payment
schedule for the accounts payable due to Lender's  counsel,  Cooley Godward LLP,
acceptable to Lender and Borrower.  In addition to the  foregoing,  Lender shall
have received  reimbursement  from  Borrower of its costs and expenses  incurred
(including,  without limitation, its reasonable attorneys' fees and expenses not
to exceed  $25,000)  in  connection  with this  Agreement  and the  transactions
contemplated hereby;

                           6.4      There  shall  have  occurred  no  material
adverse  change  in  the  financial
condition or business  operations or prospects of Borrower since the date of the
most recently audited financial statements delivered to Lender;

                           6.5      There shall have been  delivered to Lender
or executed,  filed and/or  recorded
in all applicable jurisdictions such other instruments or documents,  including,
without limitation, all UCC financing statements,  UCC amendments,  intellectual
property filings,  fixture filings,  landlord waivers, and mortgagee waivers, as
Lender deems  necessary  or, in the opinion of Lender,  desirable to perfect and
protect its security interest in the Collateral;  and Lender shall have received
such lien and judgment searches, opinions, releases, termination statements, and
other  documents and instruments as Lender shall  reasonably  request to confirm
that Lender has a first priority  perfected  security interest in the Collateral
subject to no other liens, other than those set forth in Exhibit 5.4 hereto; and

                            6.6     Lender  shall  have  received  such  other
documents,  information  and items,
including all the required  consents and  approvals,  related to the Loans as it
shall request in its sole and absolute discretion.

         SECTION 7.  RESERVATION  OF RIGHTS.  While  Lender  has,  to date,  not
determined  to take any  Enforcement  Actions  based on the  Current  Events  of
Default, Lender reserves its rights, notwithstanding anything to the contrary in
this Agreement,  at any time to declare an Event of Default based on the Current
Events of  Default  or any future  Event of  Default  under the Loan  Documents,
including  any Event of Default  relating to  Expansion  Loans,  or on any other
violation,  breach or event which constitutes an Event of Default under the Loan
Documents currently existing or hereafter  occurring,  and thereupon to exercise
any and all of its rights and remedies  available  under the Loan  Documents and
applicable  law  including,   without   limitation,   an   acceleration  of  the
Indebtedness.  Borrower expressly agrees that Lender shall not, by entering into
this  Agreement,  or by any other  actions or  omissions to act  (including  any
determination by Lender in its sole and absolute discretion, to make or not make
Expansion Loans), be deemed to have waived the Current Events of Default, or any
other past or present breaches, defaults or violations of the Loan Documents.

         SECTION 8. CO-OBLIGOR  WAIVERS.  Each Borrower hereby  expressly waives
(1) diligence,  presentment,  demand for payment and protest affecting the other
Borrower's  liability  under  the  Loan  Documents;  (2)  discharge  due  to any
disability  of the other  Borrower;  (3) any  defenses of the other  Borrower to
obligations under the Loan Documents available to such Borrower solely by virtue
of its status as a guarantor or surety of the other Borrower; (4) the benefit of
any act or omission by Lender which  directly or  indirectly  results in or aids
the  discharge  of the  other  Borrower  from  any of the  Indebtedness  of such
Borrower by  operation of law; (5) all notices  whatsoever,  including,  without
limitation,  notice of acceptance of the  incurring of the  Indebtedness  of the
other  Borrower;  (6) any right it may have to require  Lender to disclose to it
any  information  that  Lender  may  now or  hereafter  acquire  concerning  the
financial  condition or any circumstances that bear on the risk of nonpayment by
the  other  Borrower,  including  the  release  of the other  Borrower  from its
Indebtedness hereunder; (7) any requirement that Lender exhaust any right, power
or remedy or proceed  against the other  Borrower or any other  security for, or
any guarantor of, or any other party liable for, any of the  Indebtedness of the
Borrower,  or any portion thereof;  and (8) without limiting the foregoing,  the
benefit of California  Civil Code Sections 2809,  2810,  2819, 2839, 2845, 2848,
2849, 2850, 2899 and 1432. Each Borrower  specifically  agrees that it shall not
be  necessary or required,  and neither  Borrower  shall be entitled to require,
that  Lender (i) file suit or  proceed to assert or obtain a claim for  personal
judgment  against the other Borrower or any guarantor or any other party for all
or any part of the  Indebtedness  of such  Borrower;  (ii)  make any  effort  at
collection or enforcement of all or any part of the indebtedness of the Borrower
from the other  Borrower;  (iii)  foreclose  against or seek to realize upon any
collateral or any other  security now or hereafter  existing for all or any part
of the  Indebtedness  of the other  Borrower;  (iv) exercise or assert any other
right or remedy to which  Lender is or may be  entitled in  connection  with the
Indebtedness  of any  Borrower or any security or guaranty  relating  thereto to
assert;  or (v) file any claim  against  assets of one  Borrower  before or as a
condition of enforcing the liability of the other  Borrower under this Agreement
or the other Loan Documents.

         SECTION  9. FULL  FORCE AND  EFFECT;  ENTIRE  AGREEMENT.  Except to the
extent  expressly  provided in this  Agreement,  the terms and conditions of the
Loan  Agreement  and the other  Loan  Documents  shall  remain in full force and
effect.  The parties hereto  further agree that the Loan Documents  comprise the
entire  agreement  of the  parties  thereto  and  supersede  any and  all  prior
agreements,    negotiations,    correspondence,    understandings    and   other
communications  between the parties thereto,  whether written or oral respecting
the  extension  of credit by Lender to  Borrower.  In the event of any  conflict
between any terms and  conditions  set forth in any other Loan Document and this
Agreement, the terms and conditions set forth in this Agreement shall prevail.

         SECTION  10.      NO CLAIMS; RELEASE.

                           10.1     Except as set forth in Section 10.4 below,
Borrower  hereby  acknowledges  and
agrees  that to its  knowledge:  (i) it has no claim or cause of action  against
Lender or any parent,  subsidiary  or  affiliate  of Lender,  or any of Lender's
officers, directors,  employees, attorneys or other representatives or agents in
connection with the Loan  Documents,  the loans  thereunder or the  transactions
contemplated  therein  and in this  Agreement;  (ii) it has no offset or defense
against any of its respective obligations, indebtedness or contracts in favor of
Lender;  and (iii) Lender has heretofore  properly  performed and satisfied in a
timely manner all of its obligations to and contracts with Borrower as set forth
in the Loan Documents.

                           10.2     Except as set forth in Section 10.4 below,
Arcoms,  Enerdyne and each of their
respective  subsidiaries,  affiliates,  predecessors,  successors  and  assigns,
hereby fully and forever  expressly  agree,  unconditionally  and irrevocably to
RELEASE,  DISCHARGE,  acquit and forgive the Lender and all of their  respective
subsidiaries, affiliates, predecessors, successors and assigns, and all of their
present and former officers, directors, employees, partners, members, attorneys,
beneficiaries and trustees (collectively, the "Releasees"), or any of them, from
all  actions,   causes  of  action,   suits,  debts,   liabilities,   contracts,
obligations,  controversies,  judgments,  executions,  claims, costs and demands
both at law and in equity which they have or may have against the Releasees,  or
any of them,  whether  asserted or  unasserted,  whether now known or  suspected
which have  existed or may have  existed,  or which do exist or which  hereafter
can, shall or may exist, based on any facts, events, or omissions,  by reason of
any matter or act whatsoever from the beginning of time until the date hereof in
connection with the Loan  Documents,  the loans  thereunder or the  transactions
contemplated therein and in this Agreement.

                           10.3     Except as set forth in Section 10.4 below,
each of Arcoms and Enerdyne  hereby
acknowledges  that there is a  possibility  that  subsequent to the execution of
this  Agreement,  they will  discover  facts or incur or suffer claims that were
unknown or  unsuspected  at the time this  Agreement was executed,  and which if
known by that  party at that  time may have  materially  affected  that  party's
decision  to  execute  this  Agreement.  Each  of  Arcoms  and  Enerdyne  hereby
acknowledges  and  agrees  that by reason of this  Agreement,  and the  releases
contained  in this  Section 10, each of Arcoms and Enerdyne is assuming any risk
of such unknown facts and such unknown and  unsuspected  claims.  Each of Arcoms
and Enerdyne has been advised of the existence of Section 1542 of the California
Civil Code ("Section 1542") which provides:

                  A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
                  DOES NOT KNOW OR  SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
                  EXECUTING  THE  RELEASE,  WHICH  IF  KNOWN  BY HIM  MUST  HAVE
                  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Notwithstanding such provisions, this release shall constitute a full release in
accordance  with its terms.  Each of Arcoms and Enerdyne  hereby  knowingly  and
voluntarily waives the provisions of Section 1542, as well as any other statute,
law or rule of similar effect.

                           10.4     Each of Lender  and  Borrower  agrees  that,
notwithstanding  anything  to the
contrary contained in this Agreement, Borrower reserves and does not release any
of the  Releasees  from any and all actions,  causes of action,  suits,  rights,
remedies defenses, debts, liabilities,  obligations,  controversies,  judgments,
executions,  claims, costs and demands both at law and in equity which they have
or may  have  against  the  Releasees,  or  any of  them,  whether  asserted  or
unasserted,  as to the amount of principal which Lender is entitled to be repaid
by  Borrower or any  guarantor  with  respect to the Loans and the  Subordinated
Notes  arising  directly  or  indirectly  from the  purchase  of the  Loans  and
Subordinated  Notes  at a  discount;  provided,  however,  that  notwithstanding
anything to the contrary in the  foregoing,  each of Lender and Borrower  agrees
that no  inference  is  intended  to be  drawn  as to the  validity  of any such
actions, causes of action, suits, rights, remedies defenses, debts, liabilities,
obligations, controversies, judgments, executions, claims, costs and demands and
the  foregoing  shall not be deemed to be an admission by Lender of the validity
thereof.

         SECTION 11.  GOVERNING LAW; VENUE;  DISPUTES;  JURY TRIAL WAIVER.  This
Agreement will be construed in accordance with, and governed in all respects by,
the laws of the State of  California  (without  giving  effect to  principles of
conflicts of laws that would  require the  application  of the laws of any other
state). Any legal action or other legal proceeding relating to this Agreement or
the  enforcement  of any provision of this Agreement may be brought or otherwise
commenced in any state court located in the County of San Francisco,  California
or any federal court located in the Northern District of California.  Each party
expressly and irrevocably  consents and submits to the jurisdiction of each such
state and  federal  court  (and each  appellate  court  located  in the State of
California) in connection with any such legal proceeding.

         SECTION 12.       MISCELLANEOUS.

                           12.1     Borrower  recognizes that this Agreement is
confidential and that disclosure of
the  provisions  contained  herein  could  cause  irreparable  harm  to  Lender.
Accordingly,  Borrower,  and each of Borrower's  agents,  officers and directors
acknowledge and agree that the terms, conditions and contents of this term sheet
will be kept  confidential  and will not be published or disclosed except in the
following  circumstances:  (i) disclosure  may be made to Borrower's  directors,
officers, employees or representatives who need to know such information for the
purpose of evaluating  this proposed  investment (it being  understood that such
persons  shall be  informed  by  Borrower  of the  confidential  nature  of such
information  and shall be  required to treat such  information  confidentially);
(ii) disclosure may be made with the prior written consent of Lender;  and (iii)
disclosure required by law.

                           12.2     If  any   provision  of  this   Agreement
 is   determined  to  be  invalid  or
unenforceable  to any  extent,  the  remainder  of this  Agreement  will  not be
impaired or otherwise  affected and will  continue to be valid and  enforceable,
and the affected  provision will be deemed valid and  enforceable to the fullest
extent permitted by applicable law.

                           12.3     All waivers must be in writing and signed by
an  authorized  representative  of
the party to be charged.  Any waiver or failure to enforce any provision of this
Agreement on one occasion will not be deemed a waiver of any other  provision or
of such  provision on any other  occasion.  There will be no waiver by course of
dealing,  performance,  trade,  usage,  or  custom.  This  Agreement  may not be
amended,  modified,  altered,  or supplemented  other than by means of a written
instrument duly executed and delivered on behalf of both Lender and Borrower.

                           12.4     Unless  otherwise  provided  in this
Agreement,  all notices or demands by any
party  relating  to  this  Agreement  or any  other  agreement  entered  into in
connection herewith shall be in writing and (except for financial statements and
other  informational  documents,  which may be sent by first-class mail, postage
prepaid)  shall  be  personally  delivered  or  sent by a  recognized  overnight
delivery service,  certified mail, postage prepaid, return receipt requested, or
by telecopy to Borrower or to Lender,  as the case may be, at its  addresses set
forth below its respective signatures.

                            12.5    This  Agreement  may be executed in any
number of  counterparts,  each of which
when so delivered shall be deemed an original,  but all such counterparts  taken
together shall constitute but one and the same  instrument.  Each such agreement
shall become effective upon the execution of a counterpart  hereof or thereof by
each of the  parties  hereto  and  telephonic  notification  that such  executed
counterparts has been received by each party.



         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Agreement to be executed and delivered by its duly authorized  officer as of the
date first written above.



LENDER:



HOUSATONIC MICRO FUND SBIC, L.P.



/s/ Joseph Niehaus
Name:   Joseph Hiehaus

ADDRESS FOR NOTICES:
44 Montgomery Street, Suite 4010
San Francisco, CA 94104
Attention: Mr. Joseph Niehaus
Facsimile:  (415) 955-5715

HOUSATONIC MICRO FUND, L.P


/s/ Joseph Niehaus
Name:    Joseph Niehaus

ADDRESS FOR NOTICES:
44 Montgomery Street, Suite 4010
San Francisco, CA 94104
Attention: Mr. Joseph Niehaus
Facsimile:  (415) 955-5715


LEXINGTON FUNDING LLC


/s/ Harvey S. Gettleson
Name:Harvey S. Gettleson
Title:  Chief Financial Officer
ADDRESS FOR NOTICES:
9350 Wilshire Blvd., Suite 400
Beverly Hills, CA 90212-3206
Attention: Mr. Harvey Gettleson
Facsimile:  (310) 271-3990

BORROWER:

ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC.

/s/ Paul Wickman
Name:  Paul Wickman
Title: Chief Financial Officer
ADDRESS FOR NOTICES:


ENERDYNE TECHNOLOGIES, INC.

/s/ Paul Wickman
Name: Paul Wickman
Title: Chief Financial Officer
ADDRESS FOR NOTICES:




                   ACKNOWLEDGMENT OF AND CONSENT TO AGREEMENT,
    AMENDMENT, RESERVATION OF RIGHTS AND RELEASE AND REAFFIRMATION OF GUARANTY


EACH OF THE  UNDERSIGNED,  AS A GUARANTOR OF THE INDEBTEDNESS OF ADVANCED REMOTE
COMMUNICATION  SOLUTIONS,  INC.,  A  CALIFORNIA  CORPORATION  FORMERLY  KNOWN AS
BOATRACS,  INC.  AND  ENERDYNE  TECHNOLOGIES,  INC.,  A  CALIFORNIA  CORPORATION
(COLLECTIVELY  "BORROWER") OWING TO HOUSATONIC MICRO FUND SBIC, L.P., HOUSATONIC
MICRO FUND, L.P AND LEXINGTON FUNDING LLC (COLLECTIVELY, THE "LENDER") UNDER THE
LOAN  DOCUMENTS   BETWEEN  BORROWER  AND  LENDER  (IN  SUCH  CAPACITY,   EACH  A
"GUARANTOR"),  HEREBY  ACKNOWLEDGES  AND CONFIRMS THAT IT HAS REVIEWED THE TERMS
AND CONDITIONS OF THE FOREGOING AGREEMENT, AMENDMENT,  RESERVATION OF RIGHTS AND
RELEASE ("AGREEMENT") BETWEEN BORROWER AND LENDER.

EACH  GUARANTOR  HEREBY  (A)  CONSENTS  TO AND  APPROVES  THE  EXECUTION  OF THE
AGREEMENT  BY BORROWER  AND  LENDER,  (B) AGREES  THAT ITS  RESPECTIVE  GUARANTY
RELATING TO THE INDEBTEDNESS OF BORROWER UNDER THE LOAN DOCUMENTS, AS AMENDED BY
THE  AGREEMENT,  SHALL  CONTINUE  IN FULL FORCE AND  EFFECT,  SHALL BE VALID AND
ENFORCEABLE AND SHALL NOT BE IMPAIRED OR OTHERWISE  AFFECTED BY THE EXECUTION OF
THE  AGREEMENT  OR ANY OTHER  DOCUMENT OR  INSTRUMENT  DELIVERED  IN  CONNECTION
THEREWITH,  AND (C)  REAFFIRMS  THAT  ITS  RESPECTIVE  GUARANTY  GUARANTEES  ALL
INDEBTEDNESS OF BORROWER UNDER THE LOAN DOCUMENTS,  AS AMENDED BY THE AGREEMENT,
AND ALL OTHER DOCUMENTS EXECUTED IN CONNECTION THEREWITH.

Dated: March 25, 2003



GUARANTORS:

INNOVATIVE COMMUNICATIONS TECHNOLOGIES, INC., a Delaware corporation



/s/ Paul Wickman
Name:   Paul Wickman
Title:  Chief Financial Officer


BOATRACS (EUROPE) B.V., a Netherlands corporation



/s/ Paul Wickman

Name: Paul Wickman
Title:Treasurer


OCEANTRAC INCORPORATED, a Canadian corporation



/s/ Paul Wickman
Name:Paul Wickman
Title: Treasurer