EXHIBIT NUMBER 99                          

                             CONSULTANT AGREEMENT


This Agreement is entered into as of this 1st day of May, 1996, between
Motorola, Inc., a Delaware corporation, with an office at 1303 E. Algonquin
Road, Schaumburg, Illinois, 60196 ("Motorola") and John F. Mitchell
("Consultant").  In consideration of the mutual promises contained herein and
other valuable consideration, the parties mutually agree as follows:

	1.	     TERM.  This Agreement shall begin on May 1, 1996, and continue through
April 30, 1997, and may thereafter be renewed on an annual basis upon written
agreement of the parties, provided, however, that either Motorola or
Consultant may terminate this Agreement or any renewal thereof upon thirty
(30) days' notice to the other party.

	2.     	STATEMENT OF SERVICES.  Consultant agrees to make available to Motorola
consulting services in the areas described in Appendix A and other areas as
shall from time to time be agreed upon by Consultant and Motorola.

3.     PAYMENT.  For services performed pursuant to this Agreement, Consultant
will be compensated at an amount and under such terms as are contained in a
separate memo between Consultant and Gary Tooker; said memo being incorporated
herein as Appendix B.   Consultant shall be reimbursed for all expenses which
are necessary for and incident to the performance of service hereunder upon
approval of Motorola.

4.     RECORDS, REPORTS AND INFORMATION.  Consultant agrees to furnish
Motorola with reports and information regarding the services covered by this
Agreement at such times and as often as Motorola may request.

5.     INDEPENDENT CONTRACTOR.  Consultant shall perform services hereunder
only as an independent contractor and shall not be entitled to participate in
Motorola's profit sharing, pension, or other plans for the benefit of Motorola
employees except as Consultant may otherwise be eligible by virtue of any
period of employment with Motorola.

6.     CODE OF CONDUCT.  Notwithstanding Consultant's status as an independent
contractor, Motorola expects that and Consultant hereby agrees to conduct
himself on behalf of Motorola in accordance with the relevant sections of the
Motorola Code of Conduct, which is attached hereto as Appendix C.  Should
Consultant require interpretation of any section of said Code of Conduct, such
can be obtained by contacting Motorola's Senior Vice President and General
Counsel, who is currently A. Peter Lawson, 1303 E. Algonquin Road, Schaumburg,
Illinois 60196; (847) 576-5008. 

7.     PROTECTION OF MOTOROLA'S BUSINESS.  Except as required to perform
services under this Agreement, Consultant will not use, publish or otherwise
disclose to others, during the term of this Agreement and for five (5) years
after termination thereof, any confidential information of Motorola or its
customers or suppliers, and will take all reasonable precautions to prevent
disclosure of the confidential information to any unauthorized persons or
entities.  Consultant further agrees that, during the term of this Agreement
and for a period of twelve (12) months after the termination of this
Agreement, he will not provide services as a consultant or employee to any
independent company or business segment of a company to the extent that it
competes with Motorola or a business segment of Motorola.

8.     WRITINGS AND OTHER DATA TO BECOME PROPERTY OF MOTOROLA.  Consultant
agrees that all notes, writings, drawings, designs, analyses, memoranda and
other data prepared and/or produced by Consultant in the performance of this
Agreement shall be the sole property of Motorola, including all rights, title
and interest of whatever kind, and shall not be disclosed to any other person
or firm by Consultant.  Upon termination of this Agreement, Consultant shall
return all of the above, and any other Motorola property or records which
relate to the business of Motorola to an appropriate Motorola representative. 

9.     GENERAL REPRESENTATION OF COMPLIANCE.  Consultant agrees to comply with
all standards, laws and procedures pertaining to this Agreement which are
currently in effect or which are subsequently implemented by any government
agency or industry consortium to which Motorola belongs.

10.     ENTIRE AGREEMENT.  This Agreement constitutes the final expression of
the agreement of the parties; it is intended as a complete and exclusive
statement of the terms of their agreement; and it supersedes all prior and
concurrent promises, representations, negotiations, discussions, and
agreements that may have been made in connection with the subject matter
hereof.

IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the
day and year first above written.


MOTOROLA, INC.



BY:  /s/ John F. Mitchell                     BY:  /s/ A. Peter Lawson         
     John F.  Mitchell                             A. Peter Lawson
                                                   Senior Vice President and   
                                                   General Counsel