THE MICHELSON GROUP, INC. LETTERHEAD


October 13, 1998



John Fritch
John Groom
American Custom Components
3310 West MacArthur Blvd.
Santa Ana, CA 92704

Sent Via Facsimile (714) 662-2081


In reviewing our receivables I've noticed that as of today we are
carrying a $63,502 balance from American Custom Components, Inc.

I know you are in a cash crunch and we would like to help.  As you
know we have a vested equity position in the company and are in this
for the duration.  In order to resolve the receivables I will tend
you the following offer.  Today's bid price of ACCM stock is .375
cents, we would be willing to convert our debt to equity at
approximately 85% of the bid price which equates to .3187 cents per
share or 200,000 shares of stock.  If this is acceptable to you
please sign this letter and fax back to me.  This offer expires on
October 16, 1998.

Sincerely,



/s/ Bruce Berman
Bruce Berman
President


Agreed and Accepted


/s/ John Fritch      10/16/98
American Custom Components