

                                                                   Exhibit 10.13


Amendment No. 1 to All Communications Corporation Stock Option Plan


     The first  sentence of Section 8.01 of the All  Communications  Corporation
Stock  Option  Plan  is  hereby  deleted  in  its  entirety  and  the  following
substituted therefor:

     "The Company hereby reserves one million five hundred thousand  (1,500,000)
shares of its common  stock for  issuance  pursuant to the exercise of Incentive
Stock Options or Non-Statutory Stock Options as the Board shall determine."

                                            Approval by Board of Directors: 
                                                                            
                                                    April 23, 1998          
                                                                            
                                               Approval by stockholders:    
                                                                            
                                                     June 19, 1998          
                                                                            
