AGREEMENT

 

                                                                      EXHIBIT 2

                                   AGREEMENT
                                 _____________

  THIS AGREEMENT (the "Agreement") is entered into as of this 31st day of May,
1994 by and between PARTECH HOLDINGS CORPORATION, a Delaware corporation
("Partech") having its principal place of business at 3366 Riverside Drive,
Suite 200, Columbus, Ohio 43221 and PARTECH COMMUNICATIONS GROUP, INC., a
Nevada corporation ("PCG" and together with Partech as "GUARANTORS") a
wholly-owned subsidiary of Partech having its principal place of business at
3366 Riverside Drive, Suite 200, Columbus, Ohio 43221 on the one hand and JOHN
E. RAYL, ("PLEDGOR") an individual, having his principal business address at
3366 Riverside Drive, Suite 200, Columbus, Ohio 43221.

                              W I T N E S S E T H

       WHEREAS, Partech and PCG are parties to a certain borrowing undertaking
  (the "Loan") which is more fully described in the form of Subscription
  Agreement, a copy of which is attached attached hereto as Exhibit A;

       WHEREAS, Pledgor has undertaken to provide additional collateral (the
  "Pledged Shares") to the Loan under the terms and conditions which are more
  fully set forth in the Rayl Pledge Agreement, a copy of which is attached
  hereto as Exhibit B; and

       WHEREAS, the Pledgor and the Guarantors desire to provide for
  replacement of the Pledgor's collateral in the event such collateral is
  converted by the lender(s) of the Loan and used as full or partial
  satisfaction of Partech's obligation under the Loan.

       NOW THEREFORE, WITNESSETH that in consideration of the mutual promises
  and covenants hereinafter stipulated, the parties hereto agree as follows:

  1.   PLEDGOR'S PLEDGE OF COLLATERAL.  The Pledgor shall pledge up to 700,305
  shares of Partech Holdings Corporation $.05 par value common stock (the
  "Pledged Shares") as additional security for the Loan under those terms and
  conditions as more fully set forth in the Rayl Pledge Agreement.

  2.   PLEDGOR'S RIGHT OF CONTRIBUTION.

       a.     Upon the event of conversion of Pledged Shares pursuant to the
  terms of the Rayl Pledge Agreement, in whole or in part, by any one or all of
  the Pledgees,  Partech shall replace such securities with securities of a
  like kind (the "Like Kind Shares").   The number of Like Kind Shares to be 
  delivered to the Pledgor shall be an amount equal to the number of Pledged 
  Shares converted by the Pledgee multiplied by two (2); by way of example, if 
  a Pledgee converts 10,000 Pledged Shares then Partech shall deliver to the 
  Pledgor 20,000 shares of like kind.

       b.     Partech covenants that it will at all times reserve and have
  available from its authorized Common Stock such number of shares as shall
  then be issuable on its obligation to replace the Pledged Shares.  Partech
  covenants that all Like Kind Shares which shall be so issuable shall be duly
  and validly issued, fully paid and nonassessable and free from all taxes,
  liens and charges with respect to such issue.  Partech shall pay all
  documentary, stamp or similar taxes and other governmental charges that may
  be imposed with respect to the issuance of the Like Kind Shares.

       c.     Each Like Kind Share Certificate shall bear a legend as follows
  unless such Like Kind Shares have been registered under the Act and the
  issuance complies with  applicable state securities laws:

             "The securities represented by this certificate have been acquired
             for investment and have not been registered under the Securities
             Act of 1933, as amended (the "Act").  The securities may not be
             sold, assigned, pledged, hypothecated or otherwise transferred
             except pursuant to an effective registration statement under the
             Act and in compliance with applicable state securities laws, or
             the Company receives an opinion of counsel, satisfactory to the
             Company and Company counsel, that such registration is not
             required and that the sale, assignment, pledge, hypothecation or
             transfer is in compliance with applicable state securities laws."

       d.     The Pledgor acknowledges that the Guarantors own directly and/or
  indirectly interests in radio station licenses which are governed by the
  provisions of the Communications Act and the rules promulgated thereunder.
  Accordingly, the Pledgor:  (a)  covenants to the Guarantors that he is not an
  Alien (as hereinafter defined), and (b)  that he shall not transfer, assign
  or in any way make available an interest in this Agreement, to an Alien.   
  The term "Alien" means any person who is a citizen of a country other than 
  the United States; or any state, territory, or possession thereof; any entity 
  organized under the laws of a government other than the government of the 
  United States or any state, territory, or possession thereof; a government 
  other than the government of the United States or any state, territory or 
  possession thereof, or an individual or entity controlled by any of the 
  foregoing.

       3.     REGISTRATION.  Partech, upon the one time written demand (the
  "Demand Notice") of the Pledgor  (as defined herein), agrees to use its best
  efforts to register, on one occasion, all or any portion of the Pledgor's
  Pledged Shares or Like Kind Shares (the "Registrable Securities"), as
  requested by the Pldegor.  On such occasion, Partech will use its best
  efforts to file an appropriate registration statement covering the
  Registrable Securities within one-hundred twenty (120) days after receipt of
  the Demand Notice and to use its best efforts to have such registration
  statement declared effective promptly thereafter.  In the event of
  registration Partech and the Pledgor shall execute such documents as may be
  reasonably required by Partech and Partech's counsel to carry out such
  registration.

              a.    TERMS OF REGISTRATION.  Partech shall bear all fees and
  expenses attendant to registering the Registrable Securities, but the Pledgor
  shall pay any and all underwriting and broker-dealer discounts, commissions
  and non-accountable expenses of any underwriter or broker-dealer selected to
  sell the Registrable Securities, together with the expenses of any legal
  counsel selected by the Pledgor to represent him in connection with the sale 
  of the Registrable Securities.  Partech shall cause any registration 
  statement filed pursuant to the demand rights granted hereto to remain 
  effective for a period of sixteen months from the date of the latest balance 
  sheet of the audited financial statements contained therein on the initial 
  effective date of such registration statement.

              b.    RIGHT TO REDEEM IN LIEU OF REGISTRATION.  Partech may in
  its sole discretion, and in lieu of registration of the Registrable
  Securities, purchase the Registrable Securities from the Pledgor for amount
  equal to the amount which would be realized by the Pledgor upon his sale of
  the Registrable Securities less the expenses, fees and broker/dealer
  commissions which would normally be paid by the Pledgor in the event of
  registration and sale of the Registrable Securities.  Partech may elect to
  make such payment upon notice to the Pledgor within 30 days of receipt of a
  notice of Demand Registration.

                                Page    2

  4.   Guarantors' Indemnity.
       ----------------------
       a.     The Guarantors, jointly and severally, hereby agree to indemnify
  and hold harmless the Pledgor and each of his heirs, executors,
  administrators, successors and assigns, from any loss, claim, damage, cost,
  lawsuit, attorney's and accountant's fees, deficiency, assessment,
  administrative  order, fine, penalty, action, proceeding, judgment or
  expense, including in all cases the reasonable fees and expenses of counsel,
  resulting from or by reason of any act or failure to act on the part of the
  Guarantors, the Loan or the transactions contemplated therein or herein.

       b.     The parties hereto intend that the replacement of converted
  Pledged Shares with Like Kind Shares shall qualify for like kind treatment
  for federal income tax purposes in accordance with Internal Revenue Code
  Section 1031.  The Guarantors and the Pledgor agree that each shall file
  their income tax returns consistent with the requirements of such section and
  shall provide each other with such information as may be required to file 
  accordingly.  Further, the Guarantors, jointly and severally, agree hereby 
  to indemnify and hold harmless the Pledgor and each of his heirs, executors, 
  administrators, successors and assigns, from any loss, claim, damage, cost, 
  lawsuit, attorney's and accountant's fees, deficiency, assessment, 
  administrative order, interest, fine, penalty, action, proceeding, judgment 
  or expense which may be assessed against or determined to be owing by the 
  Pledgor in respective of any federal, state or local tax including but not 
  limited to income taxes, capital gains taxes, surtaxes, transaction taxes, 
  intangible taxes, transfer taxes, estate taxes, or any other tax and any 
  interest and penalties thereon which Pledgor may have become due and owing 
  as result of or by reason of the Loan or the transactions contemplated 
  therein or herein.  In the event such taxes, interest and/or penalties may 
  be assessed, the Pledgor may, at his sole option, elect to challenge such 
  assessment or pay such assessment.  In the event Pledgor elects to pay such 
  assessment, Guarantors shall, within 5 days of notice, pay to Pledgor the 
  sum owing in good funds.  In the event Pledgor elects to challenge such 
  assessment, Guarantors shall cooperate with Pledgor in such challenge or 
  defense.  Guarantors shall regularly reimburse Pledgor for the costs of such 
  challenge and defense by payment in good funds within 5 days of Pledgors 
  request for reimbursement. In the event Pledgor's challenge and/or defense 
  is unsuccessful and Pledgor is assessed, Guarantors shall, within 5 days of 
  notice, pay to Pledgor the sum owing in good funds.

  5.   DURATION OF THIS AGREEMENT.  This Agreement and the guarantee hereunder
  shall remain in full force and effect until the date on which all of the
  Guarantors' obligations under the Loan are satisfied.  Upon such
  satisfaction, all remaining Pledged Securities shall be returned to Pledgor
  together with all Like Kind Shares and this Agreement shall terminate.

  6.   Miscellaneous.
       --------------
       a.     TRANSFER OF THIS AGREEMENT.  The parties hereto hereby  agree
  that the Pledgor may transfer in whole or in part his rights, title and
  interest under and pursuant to this Agreement to any other individuals or
  entities without notice to the Guarantors; upon any such transfer, all of the
  terms, conditions and covenants herein shall enure to the benefit of and be
  binding upon such transferees.

       b.     AUTHORIZATION.  All corporate action on the part of the
  Guarantors and their respective officers, directors and stockholders
  necessary for the authorization, execution and delivery of this Agreement and
  the performance by the Guarantors of their respective obligations hereunder
  has been duly taken.  This Agreement, when executed and delivered by the
  Guarantors, shall constitute a valid and legally binding obligation of the
  Guarantors, enforceable in accordance with its terms.

                                Page    3

       c.     COMPLIANCE WITH OTHER INSTRUMENTS.  Neither of the Guarantors is
  in violation of any provision of (a) their respective Certificates of
  Incorporation or By-Laws, as presently in effect, (b) any material agreement,
  or (c) any federal or state judgment, writ decree, order, statute, rule or
  governmental regulation applicable to the Guarantors, as the case may be, the
  violation of which would have a material and adverse effect on the Guarantors
  or the transactions contemplated as to the Loan or hereby.  The Guarantors
  respective execution and delivery of this Agreement and their consummation of
  the transactions contemplated hereby will not result in any such violation or
  conflict with, constitute a default or require any consent under (a), (b) or
  (c) above, or result in the creation of any lien, charge or encumbrance on
  any of their respective properties or assets as contemplated herein.

       d.     NOTICES.  All notices, demands, elections options or requests
  (however characterized or described) required or authorized hereunder shall
  be deemed sufficient if made in writing and sent by registered or certified
  mail, return receipt requested and postage prepaid, or by tested telex,
  telegram or cable to the principal office of the addressee, and if to the
  Registered Holder or Transferee Holder of an Option Certificate, at the
  address of such holder as set forth on the books maintained by the Company.

       e.     BINDING AGREEMENT.  This Agreement shall be binding upon and
  inure to the benefit of the Company, the Registered Holder, each Transferee
  Holder and their respective successors and assigns.  Nothing in this Agreement
  is intended or shall be construed to confer upon any other person any right, 
  remedy or claim or to impose on any other person any duty, liability or 
  obligation.

       f.     FURTHER INSTRUMENTS.  The parties hereto shall execute  and
  deliver any and all such other instruments and shall take any and all other
  actions as may be reasonably necessary to carry out the intention of this
  Agreement.

       g.     SEVERABILITY.  If any provision of this Agreement shall be held,
  declared or pronounced void, voidable, invalid, unenforceable or inoperative
  for any reason by any court of competent jurisdiction, government authority
  or otherwise, such holding, declaration or pronouncement shall not affect
  adversely any other provision of this Agreement, which shall otherwise remain
  in full force and effect and be enforced in accordance with its terms, and
  the effect of such holding, declaration or pronouncement shall be limited to
  the territory or jurisdiction in which made.

       h.     WAIVER.  All the rights and remedies of either party to this
  Agreement are cumulative and not exclusive of any other rights and remedies
  as provided by law.  No delay or failure on the part of either party in the
  exercise of any right or remedy arising from the breach of this Agreement
  will constitute a waiver of any other right or remedy.  The consent of any
  party where required hereunder to act or occurrence shall not be deemed to be
  a consent to any other action or occurrence.

       i.     GENERAL PROVISIONS.  This Agreement shall be construed and
  enforced in accordance with, and governed by, the laws of the State of Ohio.
  This Agreement embodies the entire agreement and understanding between the
  parties and supersedes all prior agreements and understandings relating to
  the subject matter hereof, and this Agreement may not be modified or amended
  or any term or provisions hereof waived or discharged except in writing,
  signed by the party against whom such amendment, modification, waiver or
  discharge is sought to be enforced.  The headings of this Agreement are for
  convenience and references only and shall not limit or otherwise affect the
  meaning hereof.

                                Page    4

       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

PARTECH HOLDINGS CORPORATION            PARTECH COMMUNICATIONS GROUP, INC.

By:  /s/ Thomas E. Reynolds, V.P.       By:  /s/ Thomas E. Reynolds, V.P.
   ------------------------------          ------------------------------
                        Title                                     Title

JOHN E. RAYL

/s/ John E. Rayl
- --------------------------   

                        Page    5 

Basic Info X:

Name: AGREEMENT
Type: Agreement
Date: June 24, 1994
Company: TROPIC COMMUNICATIONS INC
State: Delaware

Other info:

Date:

  • 31st day of May , 1994

Organization:

  • PARTECH COMMUNICATIONS GROUP
  • 3366 Riverside Drive
  • Partech Holdings Corporation $
  • Rayl Pledge Agreement
  • Each Like Kind Share Certificate
  • Transferee Holder of an Option Certificate
  • the State of Ohio
  • PARTECH HOLDINGS CORPORATION PARTECH COMMUNICATIONS

Location:

  • Delaware
  • Nevada
  • Columbus
  • Ohio
  • United States

Person:

  • Pledgor
  • Thomas E. Reynolds
  • John E. Rayl