FINANCIAL CONSULTING AGREEMENT

                  Agreement  made this ____ day of _______,  1997 by and between
Monroe Parker Securities,  Inc.('Consultant') and All Communications Corporation
(the 'Company').

                  WHEREAS, the Company desires to obtain Consultant's consulting
services in connection with the Company's  business and financial  affairs,  and
Consultant  is willing to render  such  services as  hereinafter  more fully set
forth.

                  NOW, THEREFORE, the parties hereby agree as follows:

                  1. The  Company  hereby  engages and  retains  Consultant  and
Consultant  hereby agrees to use its best efforts,  to render to the Company the
consulting services  hereinafter  described for a period of two years commencing
as of, and conditioned upon, the closing of the underwriting contemplated in the
Registration Statement on Form SB-2, No. 333-_______,  declared effective by the
Securities and Exchange Commission on __________, 1997.

                  2.   Consultant's   services   hereunder   shall   consist  of
consultations with the Company concerning investment banking and other financial
matters to be determined by the Company.

                  3. The Company agrees that  Consultant  shall not be precluded
during the term of this Agreement from providing  other  consulting  services or
engaging  in any  other  business  activities  whether  or not  such  consulting
services or business  activities are pursued for gain, profit or other pecuniary
advantage  and  whether  or not such  consulting  activities  are in  direct  or
indirect competition with the business activities of the Company.

                  4. The Company  agrees to pay to  Consultant  for its services
hereunder  the sum of Two Percent  (2%) of the gross  proceeds of the  Company's
initial  public  offering.  The  Company  agrees  that  the  entire  sum  due to
Consultant hereunder shall be paid in full on the date hereof.

                  5.  Consultant  shall  be  entitled  to  reimbursement  by the
Company of such  reasonable  out-of-pocket  expenses as Consultant  may incur in
performing services under this Agreement.






                  6. All  final  decisions  with  respect  to  consultations  or
services rendered by Consultant pursuant to this Agreement shall be those of the
Company,  and  there  shall be no  liability  on the part of the  Consultant  in
respect thereof. This Agreement and the Underwriting Agreement dated __________,
1997  contain the entire  agreement  of the parties  hereto with  respect to the
subject matter hereof, and there are no representations or warranties other than
as shall be herein or therein set forth. No waiver or modification  hereof shall
be valid  unless in writing.  No waiver of any term,  provision  or condition of
this Agreement,  in any one or more instance,  shall  constitute a waiver of any
other  provision  thereof,  whether  or  not  similar,  nor  shall  such  waiver
constitute a continuing waiver.

                  7. This Agreement shall be governed, construed and enforced in
accordance  with  the laws of the  State  of New  York,  without  regard  to the
principals of conflicts of laws.

                  IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  the
agreement to be signed as of the day and year first above written.

                                                  ALL COMMUNICATIONS CORPORATION

                                                  By:___________________________
                                                     Name:
                                                     Title:

                                                  MONROE PARKER SECURITIES, INC.

                                                  By:___________________________
                                                     Name: Stephen J. Drescher
                                                     Title:  Director
                                                             Corporate Finance


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