SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                 Date of earliest event reported, March 19, 1999



                             RADIO WORLD CORPORATION



         New York                   2-97278-NY                   13-2932511
------------------------      ------------------------       -----------------
(State of Incorporation)      (Commission File Number)       (IRS I.D. Number)



                               4 West 26th Street
                            New York, New York 10010
               (Address of principal executive offices)(Zip Code)


                                 (212) 481-8631
              (Registrant's telephone number, including area code)





                           INTERCOM TECHNOLOGIES CORP.
                                195 Tenth Avenue
                            New York, New York 10011
             (Former name or address, if changed since last report)


<PAGE>



                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 1. Changes in Control of Registrant.

Pursuant to an Acquisition  Agreement dated March, 1999 (the "Agreement") by and
among Intercom  Technologies Corp, (the "Corporation" or the "Registrant") a New
York  corporation,  with offices at 195 Tenth Avenue,  New York, New York 10011,
RADIO  WORLD  CORPORATION,  a Delaware  corporation,  with  offices at 4 W. 26th
Street,  New  York,  New  York  10010  ("RWC")  and  approximately  92%  of  the
shareholders of RWC (the "RWC Shareholders"), the Corporation acquired 6,282,271
of the issued and outstanding  common shares of RWC from the RWC Shareholders in
consideration  of the issuance by the  Corporation  of  6,282,271  shares of its
common stock to the RWC  Shareholders on a share for share basis (the "Corporate
Shares").

Immediately  after the  closing,  a total of  6,575,600  shares  were issued and
outstanding and the 6,282,271  Shares issued to the RWC  Shareholders  represent
approximately 96% of the corporation's  issued and outstanding  shares of common
stock.  Hence, the RWC Shareholders  have effective  control of the Corporation.
The Corporate  Shares have not been registered under the Securities Act of 1933,
as amended (the "Act").  They are deemed  "restricted"  securities under the Act
and  may  not be  sold  or  transferred  other  than  pursuant  to an  effective
registration  statement  under  the  Act  or  any  exemption  from  registration
requirements of the Act.

Pursuant to the Agreement,  and at a meeting of  shareholders of the Corporation
held March 19, 1999, the Corporation's  existing Board of Directors resigned and
Messrs.  Marc  Deschenaux,   Philippe  Schaerrer  and  Frederic  Carbonier  were
appointed to the Corporation's Board of Directors.  In addition,  Mr. Deschenaux
was elected to serve as the Chairman of the Board and Chief  Executive  Officer,
Mr.  Schaerrer was elected to serve as a Vice President and  Secretary,  and Mr.
Carbonier was elected to serve as a Vice President and  Treasurer.  Accordingly,
the Corporation's  current directors and officers are set forth in the following
table:

NAME                                POSITION

Marc Deschenaux                     Chairman of the Board and Chief
                                    Executive Officer

Philippe Schaerrer                  Vice President and Secretary

Frederic Carbonier                  Vice President and Treasurer

In addition,  by vote of a majority of shareholders,  the Registrant's  name was
changed to Radio World Corporation, effective April 19, 1999.






<PAGE>


                       BUSINESS OF RADIO WORLD CORPORATION

Radio World  Corporation's  principal business is radio  broadcasting.  RWC also
produces radio program material.  RWC plans to acquire local radio stations that
are in poor financial condition.  The acquired stations will be restructured and
connected  by means of  satellite or  fiber-optic  network.  This will result in
broad  geographic  coverage on a cost  effective  basis,  which the  Corporation
anticipates will increase the value of the acquisitions. RWC's network will also
include a variety of Internet radio stations.

The Corporation  will provide  programs that consist  exclusively of information
about  new and  evolving  businesses  and  ideas,  new  technology  and its home
applications, and music from emerging artists. The Corporation will also provide
advertising on a worldwide basis.  Thus, large  corporations will have access to
an  international  audience with one single  advertising  agency at  significant
scale discounts.

The registrant is not aware of any  arrantements  that may result in a change in
control subsequent to the date hereof.

Item 2.  Acquisition or Disposition of Assets.

Pursuant to the terms of the Agreement, On March 19, 1999, for
consideration of $100, the Registrant sold all of its assets,
subject to all of its liabilities, to L.J. Loeffler Systems, Inc.
a corporation wholly owned by the Corporation's prior management.

Item 7.  Financial Statements and Exhibits

  (c)  Exhibits.

         2.1      Acquisition   Agreement  dated  March,  1999  by  and  between
                  Intercom  Technologies  Corp.,  Radio  World  Corporation  and
                  certain  Radio  World  Corporation   Shareholders  signatories
                  thereto.

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                                RADIO WORLD CORPORATION
                                                -------------------------
                                                         (Registrant)
Dated:  May 4, 1999


                                       By:____________________________________
                                            Philipe Schaerrer, Vice President

                                        2

<PAGE>

                              ACQUISITION AGREEMENT

         AGREEMENT   dated  March  ,  1999,   by,  between  and  among  INTERCOM
TECHNOLOGIES  CORP., a company  incorporated  under the laws of the State of New
York with principal offices at 195 Tenth Avenue, New York, NY 10011 (hereinafter
referred to as "ITC"), RADIO WORLD CORPORATION, a company incorporated under the
laws of Delaware,  with principal  offices at 1134 Broadway,  New York, New York
10010 (hereinafter  referred to as "RWC"), and the persons listed on Exhibit "A"
attached  hereto  and made a part  hereof,  being the  holders  of 91.36% of the
issued and  outstanding  stock of RWC,  now and as of the  Closing  date of this
Agreement (hereinafter referred to as the "Sellers").

         WHEREAS,  the Sellers own a total of 6,282,271  shares of common stock,
no par value, of RWC (the "RWC Shares"), said shares being ninety-one and 36/100
(91.36%)  percent of the 6,876,671  issued and outstanding  common stock of RWC;
and

         WHEREAS, the Sellers desire to sell and ITC desires to purchase the RWC
Shares;

         NOW, THEREFORE,  in consideration of the mutual covenants,  agreements,
representations  and warranties  herein  contained,  the parties hereby agree as
follows:

  1. Purchase and Sale. The Sellers hereby agree to sell,  transfer,  assign and
convey to ITC and ITC hereby  agrees to purchase  and acquire  from the Sellers,
all of the RWC Shares constituting 91.36% of RWC's issued and outstanding common
stock in a  reorganization  pursuant to Section 368  (a)(1)(B)  of the  Internal
Revenue Code.

  2. Purchase Price and Issuance of Shares.

     (a) The aggregate purchase price to be paid by ITC for the RWC Shares shall
be in a stock for stock reorganization. In consideration for the transfer of the
RWC Shares to ITC, ITC will issue  6,282,271  restricted  shares of ITC stock to
RWC's  shareholders or their  designees,  on the basis of one share of ITC stock
for one share of RWC  stock.  The ITC  shares  will be issued to the  individual
Sellers in accordance with Exhibit "A" attached hereto.  No fractional shares of
ITC common stock will be issued;  in lieu  thereof,  the number of shares of ITC
common  stock to be issued to each  Seller  will be rounded up to the next whole
share.  Each of the Sellers  hereby agrees to the terms of this  Agreement  (the
"Agreement").

     (b) In addition to the ITC shares to be issued to the RWC  shareholders  at
Closing as enumerated in 2(a),  above, ITC Will issue 173,090 shares  registered
on Form S-8 to certain  consultants for consulting  services  rendered,  so that
after  Closing  and  exchange  of RWC Shares for ITC shares and  issuance of the
additional  ITC shares as set forth  herein,  ITC will have a total of 7,170,000
shares issued and outstanding  held of record as follows  (assuming  exchange of
100%  of the  RWC  Shares  for  ITC  shares):  (i)  RWC  Shareholders  will  own
approximately 97% and the Consultants and ITC's remaining  shareholders will own
approximately 3% of the issued and outstanding shares of ITC.



<PAGE>



     3. Warranties and Representations of RWC and Sellers In order to induce ITC
to enter into the Agreement and to complete the transaction contemplated hereby,
RWC and Sellers warrant and represent to ITC that:

     (a) Organization and Standing. RWC is a corporation duly organized, validly
existing and in good  standing  under the laws of  Delaware,  is qualified to do
business as a foreign  corporation in every other state or jurisdiction in which
it operates to the extent required by the laws of such states and jurisdictions,
and has full power and  authority to carry on its business as now  conducted and
to own and operate its  assets,  properties  and  business.  Attached  hereto as
Exhibit "B" are true and correct copies of RWC's  Certificate of  Incorporation,
amendments  thereto and all current  Bylaws of RWC. No changes  thereto  will be
made in any of the Exhibit "B" documents before the Closing.

     (b) Capitalization.  As of the Closing Date, RWC's entire authorized equity
capital  consists of  40,000,000  shares of Common Stock no par value,  of which
6,876,671  shares of Common Stock will be outstanding  as of the Closing.  As of
the Closing,  there will be no other voting or equity  securities  authorized or
issued,  nor any authorized or issued securities  convertible into voting stock,
and no outstanding subscriptions,  warrants, calls, options, rights, commitments
or agreements by which RWC or the Sellers are bound, calling for the issuance of
any  additional  shares of common stock or any other voting or equity  security.
The 6,876,671  issued and outstanding  RWC Shares  constitute one hundred (100%)
percent of the equity  capital of RWC, which  includes,  inter alia, one hundred
(100%) percent of RWC's voting power, right to receive  dividends,  when, as and
if  declared  and paid,  and the right to receive the  proceeds  of  liquidation
attributable to common stock,  if any, and the 6,282,271  Shares being exchanged
pursuant to this  Agreement  constitute  91.36% of RWC's issued and  outstanding
shares.

     (c)  Ownership of RWC Shares.  As of the date  hereof,  the Sellers are the
sole owners of the RWC Shares,  free and clear of all liens,  encumbrances,  and
restrictions  whatsoever,  except that the RWC Shares  have not been  registered
under the Securities Act of 1933, as amended (the "'33 Act"),  or any applicable
State  Securities laws. By the transfer of the RWC Shares to ITC pursuant to the
Agreement,  ITC will thereby  acquire 100% of the capital stock of RWC, free and
clear of all liens,  encumbrances  and  restrictions  of any nature  whatsoever,
except by reason of the fact that the RWC Shares  will not have been  registered
under the '33 Act, or any applicable State Securities laws.

     (d) Taxes.  RWC has filed all federal,  state and local income or other tax
returns and reports that it is required to file with all governmental  agencies,
wherever situate, and has paid or accrued for payment all taxes as shown on such
returns,  such that a failure  to file,  pay or accrue  will not have a material
adverse effect on RWC.

     (e)  Pending  Actions.  There  are no  material  legal  actions,  lawsuits,
proceedings or  investigations,  either  administrative or judicial,  pending or
threatened,  against or affecting  RWC, or against the Sellers that arise out of
their operation of RWC, except as described in Exhibit "C" attached hereto.  RWC
is not  knowingly in violation of any law,  material  ordinance or regulation of
any kind whatever,  including,  but not limited to laws,  rules and  regulations
governing the sale of its services,  the '33 Act, the Securities Exchange Act of
1934  (the  "`34  Act")  as  amended,  the  Rules  and  Regulations  of the U.S.
Securities  and  Exchange   Commission  ("SEC"),  or  the  Securities  Laws  and
Regulations of any state.

                                        2

<PAGE>



     (f) Governmental  Regulation.  RWC holds the licenses and registrations set
forth on Exhibit  "D" hereto from the  jurisdictions  set forth  therein,  which
licenses and registrations  are all of the licenses and registrations  necessary
to  permit  RWC to  conduct  its  current  business.  All of such  licenses  and
registrations  are in full  force and  effect,  and  there  are no  proceedings,
hearings or other actions  pending that may affect the validity or  continuation
of any of them. No approval of any other trade or  professional  association  or
agency of government  other than as set forth on Exhibit "D" is required for any
of the  transactions  effected  by the  Agreement,  and  the  completion  of the
transactions  contemplated  by the  Agreement  will not,  in and of  themselves,
affect or jeopardize the validity or continuation of any of them.

     (g) Ownership of Assets.  Except as set forth in Exhibit "E", RWC has good,
marketable title,  without any liens or encumbrances of any nature whatever,  to
all of the  following,  if any: its assets,  properties and rights of every type
and description,  including,  without limitation, all cash on hand and in banks,
certificates  of  deposit,  stocks,  bonds,  and other  securities,  good  will,
customer  lists,  its corporate  name and all variants  thereof,  trademarks and
trade names,  copyrights and interests  thereunder,  licenses and registrations,
pending licenses and permits and applications therefor,  inventions,  processes,
know-how,  trade  secrets,  real estate and interests  therein and  improvements
thereto,  machinery,   equipment,   vehicles,  notes  and  accounts  receivable,
fixtures, rights under agreements and leases,  franchises, all rights and claims
under insurance policies and other contracts of whatever nature, rights in funds
of whatever nature, books and records and all other property and rights of every
kind and nature owned or held by RWC as of this date,  and will continue to hold
such title on and after the completion of the  transactions  contemplated by the
Agreement;  nor, except in the ordinary course of its business, has RWC disposed
of any such asset since the date of the most recent  balance sheet  described in
Section 3(o) of the Agreement.

     (h) No Interest in Suppliers, Customers, Landlords or Competitors.  Neither
the Sellers  nor any member of their  families  have any  interest of any nature
whatever in any supplier, customer, landlord or competitor of RWC.

     (i) No Debt Owed by RWC to Sellers. Except as set forth in Exhibit "F", RWC
does not owe any money,  securities,  or  property  to either the Sellers or any
member of their families or to any company controlled by such a person, directly
or indirectly.  To the extent that RWC may have any undisclosed liability to pay
any sum or property to any such person or entity or any member of their families
such liability is hereby forever irrevocably released and discharged.

     (j) Corporate Records. All of RWC's books and records,  including,  without
limitation,  its  books  of  account,  corporate  records,  minute  book,  stock
certificate books and other records of RWC are up-to-date,  complete and reflect
accurately and fairly the conduct of its business in all material respects since
its date of incorporation.

 
                                        3

<PAGE>



     (k) No Misleading  Statements  or Omissions.  Neither the Agreement nor any
financial statement,  exhibit, schedule or document attached hereto or presented
to ITC in connection herewith,  contains any materially misleading statement, or
omits any fact or  statement  necessary  to make the other  statements  or facts
therein set forth not materially misleading.

     (l) Validity of the Agreement. All corporate and other proceedings required
to be taken by the  Sellers  and by RWC in order to enter  into and to carry out
the  Agreement  have been duly and properly  taken.  The Agreement has been duly
executed  by the  Sellers  and by RWC,  and  constitutes  the valid and  binding
obligation  of  each  of  them,  except  to the  extent  limited  by  applicable
bankruptcy, reorganization,  insolvency, moratorium or other laws relating to or
effecting  generally  the  enforcement  of creditors  rights.  The execution and
delivery of the  Agreement  and the carrying out of its purposes will not result
in the  breach of any of the terms or  conditions  of, or  constitute  a default
under or violate, RWC's Certificate of Incorporation or By-Laws, or any material
agreement, lease, mortgage, bond, indenture,  license or other material document
or  undertaking,  oral or written,  to which RWC or the Sellers is a party or is
bound or may be  affected,  nor will such  execution,  delivery and carrying out
violate any order,  writ,  injunction,  decree,  law,  rule or regulation of any
court,  regulatory  agency or other  governmental  body;  and the  business  now
conducted  by RWC  can  continue  to be so  conducted  after  completion  of the
transaction contemplated hereby, with RWC as a subsidiary of ITC.

     (m) Enforceability of the Agreement.  When duly executed and delivered, the
Agreement and the Exhibits hereto which are incorporated  herein and made a part
hereof are legal, valid, and enforceable by ITC according to their terms, except
to the extent  limited by  applicable  bankruptcy,  reorganization,  insolvency,
moratorium or other laws relating to or effecting  generally the  enforcement of
creditors  rights and that at the time of such execution and delivery,  ITC will
have acquired title in and to the RWC Shares free and clear of all claims, liens
and encumbrances.

     (n)  Access to Books  and  Records.  ITC will have full and free  access to
RWC's  books  during the course of this  transaction  prior to  Closing,  during
regular business hours.

     (o) RWC Financial Statements. RWC's audited financial statements,  attached
hereto as Exhibit "G",  accurately  describe RWC's financial  position as of the
date  thereof.  RWC's  financial  statements  attached  as Exhibit "G" have been
prepared in accordance  with  generally  accepted  accounting  principles in the
United States ("GAAP") (or as permitted by regulation S-X, S-B, and/or the rules
promulgated  under  the U.S.  Securities  Act of 1933  and the  U.S.  Securities
Exchange Act of 1934) and certified by independent  certified public accountants
with substantial SEC experience.

     (p)RWC's Corporate Summary. RWC's Corporate Summary,  prepared on (attached
        hereto as Exhibit "L") accurately describes RWC's business,
assets,  proposed  operations and  management as of the date thereof;  since the
date of the Corporate Summary, there has been no material change in the Business
Plan and no material adverse change in RWC of any kind or nature whatsoever.

     (q) S-4  Registration.  Promptly  following  Closing,  RWC and Sellers will
prepare and file a Registration Statement on Form S-4 for the acquisition of the
balance of the RWC shares not owned by Sellers.

                                        4

<PAGE>





  4. Warranties and  Representations  of ITC. In order to induce the Sellers and
RWC to enter into the  Agreement  and to complete the  transaction  contemplated
hereby, ITC warrants and represents to RWC and Sellers that:

     (a) Organization and Standing. ITC is a corporation duly organized, validly
existing  and in good  standing  under  the laws of the  State of New  York,  is
qualified to do business as a foreign  corporation in every other state in which
it operates  to the extent  required  by the laws of such  states,  and has full
power and  authority  to carry on its business as now  conducted  and to own and
operate its assets, properties and business.

     (b)  Capitalization.  ITC's entire  authorized  equity capital  consists of
250,000,000 shares of voting common stock,  $.001 par value.  Immediately before
the Closing,  and issue of the shares as  specified  in Paragraph 2, above,  ITC
will have issued and outstanding 120,239 shares of Common Stock. At the Closing,
ITC will issue the shares as specified in Paragraph 2, above. Other than the ITC
shares  registered  on Form S-8,  the ITC common  stock will be issued under SEC
Rule 144 as "restricted  securities." Upon issuance, all of the ITC Common Stock
will be validly issued fully paid and  non-assessable.  The relative  rights and
preferences  of ITC's  equity  securities  are set forth on the  Certificate  of
Incorporation,  as amended and ITC's By-laws (Exhibit "H" hereto).  There are no
other  voting  or  equity  securities  convertible  into  voting  stock,  and no
outstanding  subscriptions,  warrants,  calls, options,  rights,  commitments or
agreements  by which ITC is bound,  calling for the  issuance of any  additional
shares of common  stock or any other voting or equity  security.  The By-laws of
ITC  provide  that a simple  majority  of the shares  voting at a  stockholders'
meeting  at which a quorum is  present  may elect all of the  directors  of ITC.
Cumulative  voting  is not  provided  for  by  the  By-Laws  or  Certificate  of
Incorporation of ITC. Accordingly,  as of the Closing the 6,282,271 shares being
issued to and acquired by the Sellers will constitute  approximately  97% of the
7,170,000  shares  of ITC  which  will then be  issued  and  outstanding,  which
includes,  inter alia,  that same  percentage  of ITC's voting  power,  right to
receive  dividends,  when, as and if declared and paid, and the right to receive
the proceeds of liquidation attributable to common stock, if any.

     (c) Ownership of Shares.  By ITC's issuance of the ITC Common Shares to the
Sellers  pursuant to the  Agreement,  the Sellers  will  thereby  acquire  good,
absolute marketable title thereto, free and clear of all liens, encumbrances and
restrictions  of any nature  whatsoever,  except by reason of the fact that such
ITC shares will not have been registered under the '33 Act.

     (d) Significant Agreements.  ITC is not and will not at Closing be bound by
any of the following, unless specifically listed in Exhibit "I" hereto:

         (i)      Employment, advisory or consulting contract;

         (ii)     Plan providing for employee benefits of any nature;

         (iii) Lease with respect to any property or equipment;

         (iv)     Contract or commitment for any future expenditure in excess of
                  $1,000 in the aggregate.

                                        5

<PAGE>




         (v)      Contract  or  commitment  pursuant  to which  it has  assumed,
                  guaranteed,  endorsed,  or  otherwise  become  liable  for any
                  obligation of any other person, firm or organization;

         (vi)     Contract, agreement, understanding, commitment or arrangement,
                  other  than  in the  normal  course  of  business,  not  fully
                  disclosed or set forth in the Agreement;

         (vii)    Agreement with any person  relating to the dividend,  purchase
                  or sale  of  securities,  that  has not  been  settled  by the
                  delivery or payment of securities  when due, and which remains
                  unsettled upon the date of the Agreement.

     (e) Taxes.  ITC has filed all federal,  state and local income or other tax
returns and reports that it is required to file with all governmental  agencies,
wherever situate, and has paid all taxes as shown on such returns.
All of such returns are true and complete.

     (f) Absence of  Liabilities.  Prior to the Closing,  ITC will convey all of
its assets subject to all of its liabilities to its present President,  Dominick
Pope  or  to  a  corporation  controlled  by  him  for  consideration  of  $100.
Accordingly,  at and as of the Closing Date, ITC will have no liabilities of any
kind or nature, fixed or contingent,  except for the costs,  including legal and
accounting fees and other expenses,  in connection  with this  transaction,  for
which ITC agrees to be responsible and to pay in full at or before the Closing.

     (g) No Pending Actions. There are no legal actions,  lawsuits,  proceedings
or  investigations,  either  administrative or judicial,  pending or threatened,
against or  affecting  ITC, or against any of ITC's  officers or  directors  and
arising out of their operation of ITC. ITC has been in compliance  with, and has
not received notice of violation of any law, ordinance or regulation of any kind
whatever,  including,  but not limited to, the '33 Act, the Securities  Exchange
Act of 1934, as amended, the Rules and Regulations of the SEC, or the Securities
Laws and Regulations of any state.  ITC is not an investment  company as defined
in the Securities laws.

     (h) Corporate Records. All of ITC's books and records,  including,  without
limitation,  its  books  of  account,  corporate  records,  minute  book,  stock
certificate  books  and other  records  are  up-to-date,  complete  and  reflect
accurately and fairly the conduct of its business in all respects since its date
of  incorporation;  all of said books and records will be delivered to ITC's new
management at the Closing.

     (i) No Misleading  Statements  or Omissions.  Neither the Agreement nor any
financial statement,  exhibit, schedule or document attached hereto or presented
to Sellers in connection herewith contains any materially  misleading statement,
or omits any fact or statement  necessary to make the other  statements or facts
therein set forth not materially misleading.

     (j) Validity of the Agreement. All corporate and other proceedings required
to be taken by ITC in order to enter  into and to carry out the  Agreement  have
been duly and properly  taken.  The Agreement has been duly executed by ITC, and
constitutes a valid and binding obligation of ITC. The execution and delivery of
the Agreement and the carrying out of its purposes

                                        6

<PAGE>



will  not  result  in the  breach  of any of the  terms  or  conditions  of,  or
constitute a default under or violate,  ITC's  Certificate of  Incorporation  or
By-Laws, or any agreement,  lease, mortgage,  bond, indenture,  license or other
document or undertaking, oral or written, to which ITC is a party or is bound or
may be affected, nor will such execution,  delivery and carrying out violate any
order,  writ,  injunction,  decree,  law,  rule  or  regulation  of  any  court,
regulatory agency or other governmental body.

     (k) Enforceability of the Agreement.  When duly executed and delivered, the
Agreement and the Exhibits hereto which are incorporated  herein and made a part
hereof are legal,  valid,  and  enforceable by RWC and the Sellers  according to
their terms,  and have acquired good,  marketable title in and to the ITC Common
Shares acquired pursuant hereto, free and clear of all liens and encumbrances.

     (l) Access to Books and  Records.  RWC and Sellers  will have full and free
access to ITC's books and records during the course of this transaction prior to
and at the Closing.

     (m) ITC Financial  Statements.  At or before the Closing,  ITC will provide
RWC  and  Sellers  with  recent  audited  financial  statements,  which  will be
certified in accordance with GAAP by independent  certified  public  accountants
with substantial SEC experience.

     (n) ITC Financial Condition.  As of the Closing, ITC will have no assets or
liabilities.

     (o) Stockholder  Approval.  Immediately  upon the signing of the Agreement,
ITC will submit to its stockholders by meeting or consent the matters  described
in section 7(b)(i) herein.

  5. Term. All representations, warranties, covenants and agreements made herein
and in the exhibits  attached hereto shall survive the execution and delivery of
the Agreement and payment pursuant thereto.

  6. The ITC  Shares  and RWC  Shares.  All of the ITC  common  shares  shall be
validly issued, fully-paid and non-assessable shares of ITC and RWC Shares, with
full  voting  rights,  dividend  rights,  and right to receive  the  proceeds of
liquidation, if any, as set forth in the respective Articles of Incorporation.

  7.  Conditions Precedent to Closing.

     (a) The  obligations of RWC and Sellers under this  Agreement  shall be and
are subject to fulfillment, prior to or at the Closing, of each of the following
conditions:

         (i)      That ITC's  representations  and warranties  contained  herein
                  shall be true and correct at the time of  Closing,  as if such
                  representations and warranties were made at such time;

         (ii)     That ITC in all  material  respects  shall have  performed  or
                  complied with all agreements, terms and conditions required by
                  this Agreement to be performed or complied with by it prior to
                  or at the time of the Closing;

                                        7

<PAGE>



         (iii)    That  ITC's  directors,  by proper and  sufficient  vote taken
                  either by consent  of  shareholders  or at a meeting  duly and
                  properly called and held, shall have properly  approved all of
                  the matters described in Section 7(b)(i) herein; and

         (iv)     That ITC will have filed its Form  10-KSB for the fiscal  year
                  ended September 30, 1998 and form 10Q's for the quarters ended
                  December 31, 1997,  March 31, 1998, June 30, 1998 and December
                  31, 1998, respectively;

         (v)      That ITC will  have sold for $100 all of its  existing  assets
                  and  business,  subject  to  all  of  its  liabilities  to its
                  President, Dominick Pope or a company controlled by him; and

    (b) The  obligations of ITC under the Agreement  shall be and are subject to
fulfillment, prior to or at the Closing of each of the following conditions:

         (i)      That ITC's Shareholders and Board of Directors,  by proper and
                  sufficient  vote,  shall have approved this  Agreement and the
                  transactions  contemplated hereby; approved the resignation of
                  all of ITC's  current  directors  and the  election of up to 3
                  designees  of RWC to  serve  as  directors  in  place of ITC's
                  current directors;'  approved a change of ITC's corporate name
                  to Radio World Corporation,  or if such name is not available,
                  such other name as may be selected by RWC;

         (ii)     That  RWC's  and  Sellers'   representations   and  warranties
                  contained  herein  shall  be true and  correct  at the time of
                  Closing as if such representations and warranties were made at
                  such time, and that there shall have been no Material  Adverse
                  Effect  with  respect to RWC;  and ITC shall  have  received a
                  certificate  of RWC and Sellers to such an effect  signed by a
                  duly authorized officer of RWC and by each of the Sellers; and

         (iii)    That RWC and Sellers shall have performed or complied with all
                  agreements, terms and conditions required by this Agreement to
                  be performed or complied  with by them prior to or at the time
                  of Closing,  and ITC shall have received a Certificate  of RWC
                  and Sellers to such effect signed by a duly authorized officer
                  of RWC and by each of the Sellers.

  8.  Termination.  The  Agreement  may be  terminated  at any time before or at
Closing, by:

     (a)  The mutual agreement of the parties;

     (b) Any party if:

         (i)      Any provision of this Agreement applicable to a party shall be
                  materially untrue or fail to be accomplished.

         (ii)     Any legal  proceeding  shall have been  instituted or shall be
                  imminently  threatening  to delay,  restrain  or  prevent  the
                  consummation  of  this  Agreement  or any  material  component
                  thereof.

                                        8

<PAGE>




     Upon  termination of this Agreement for any reason,  in accordance with the
terms and conditions set forth in this paragraph, each said party shall bear all
costs and  expenses as each party has  incurred  and no party shall be liable to
the others for such costs and expenses.

  9. Exhibits.  All Exhibits  attached  hereto are  incorporated  herein by this
reference as if they were set forth in their entirety.

  10. Miscellaneous  Provisions.  This Agreement is the entire agreement between
the  parties in respect of the  subject  matter  hereof,  and there are no other
agreements,  written  or oral,  nor may this  Agreement  be  modified  except in
writing and  executed by all of the parties  hereto.  The failure to insist upon
strict  compliance  with  any of the  terms,  covenants  or  conditions  of this
Agreement shall not be deemed a waiver or  relinquishment of such right or power
at any other time or times.

  12. Closing.  The Closing of the  transactions  contemplated by this Agreement
("Closing")  shall take place at 1:00 P.M. on the first  business  day after the
latter of the  Sellers  approving  this  Agreement  or the  shareholders  of ITC
approving this Agreement and the matters referred to in Section 7(b)(i), or such
other date as the parties  hereto shall agree upon.  At the Closing,  all of the
documents and items referred to herein shall be exchanged.

  13.  Governing  Law.  This  Agreement  shall be governed by and  construed  in
accordance with the internal laws of the State of New York.

  14.  Counterparts.  This  Agreement  may be  executed in  duplicate  facsimile
counterparts,  each of which  shall be deemed an  original  and  together  shall
constitute  one and the  same  binding  Agreement,  with one  counterpart  being
delivered to each party hereto.

         IN WITNESS  WHEREOF,  the parties hereto have set their hands and seals
as of the date and year above first written.

                                                     INTERCOM TECHNOLOGIES CORP.
SELLERS:

                                               By:   /s/ Dominick Pope
                                                     -------------------------
                                                     Dominick Pope, President


                                                     RADIO WORLD CORPORATION


                                               By:   /s/ Marc Deschenaux
                                                     --------------------------
                                                     Marc Deschenaux, President



                                        9

<PAGE>

Signature Page to Aquisition Agreement
Between Intercom Technologies Corp.
and
Shareholders of Radio World Corporation

/s/                                            /s/
----------------------------                   --------------------------------
CD World                                       Page One Productions LLC


/s/                                            /s/ 
----------------------------                   --------------------------------
Apple Tree Investment Co.                      Phillipe Scheerrer


/s/                                            /s/ 
----------------------------                   --------------------------------
ISPI Inc.                                      Abba Kogen


/s/                                            /s/ 
----------------------------                   --------------------------------
Frederic Carbonier                             Phillipe Gobet


/s/                                            /s/ 
----------------------------                   --------------------------------
Barcereche Ventures SA                         Oriviar Wasam



/s/                                            /s/
----------------------------                   --------------------------------
Stephanie Jackson                              Mid America Cap. Corp.



/s/                                            /s/ 
----------------------------                   --------------------------------
Shamrock Capital, LLC                          Dr. John A. Materra

<PAGE>




                                    EXHIBIT A

NAME                                                           NUMBER OF SHARES

CD World Corporation                                               3,814,000

PageOne Business Productions LLC                                     560,271

Apple Tree Investment Co.                                            102,000

Philippe Schaerrer                                                   415,000

ISPI Inc.                                                            550,000

Abba Kogan                                                           250,000

Frederic Carbonier                                                   125,000

Philippe Gobet                                                       125,000

Barbereche Ventures SA                                               125,000

Stephanie Jackson                                                     75,000

Olivier Wasem                                                         50,000

Mid America Cap Corp.                                                 10,000

Dr. John A. Mattera                                                   71,000

Shamrock Capital, LLC                                                 10,000
                                                                   ---------
                                                     TOTAL:        6,282,271
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 39201}]
{"company-data": {"conformed-name": "INTERCOM TECHNOLOGIES CORP", "cik": "0000728422", "assigned-sic": "3640", "irs-number": "132932511", "state-of-incorporation": "NY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-75777", "film-number": "99614023"}, "business-address": {"street1": "195 TENTH AVE", "city": "NEW YORK", "state": "NY", "zip": "10011", "phone": "2129247597"}, "mail-address": {"street1": "195 TENTH AVE", "city": "NEW YORK", "state": "NY", "zip": "10011"}}
SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                 Date of earliest event reported, March 19, 1999

                             RADIO WORLD CORPORATION

         New York                   2-97278-NY                   13-2932511
------------------------      ------------------------       -----------------
(State of Incorporation)      (Commission File Number)       (IRS I.D. Number)

                               4 West 26th Street
                            New York, New York 10010
               (Address of principal executive offices)(Zip Code)

                                 (212) 481-8631
              (Registrant's telephone number, including area code)

                           INTERCOM TECHNOLOGIES CORP.
                                195 Tenth Avenue
                            New York, New York 10011
             (Former name or address, if changed since last report)
INFORMATION TO BE INCLUDED IN THE REPORT

Item 1. Changes in Control of Registrant.

Pursuant to an Acquisition  Agreement dated March, 1999 (the "Agreement") by and
among Intercom  Technologies Corp, (the "Corporation" or the "Registrant") a New
York  corporation,  with offices at 195 Tenth Avenue,  New York, New York 10011,
RADIO  WORLD  CORPORATION,  a Delaware  corporation,  with  offices at 4 W. 26th
Street,  New  York,  New  York  10010  ("RWC")  and  approximately  92%  of  the
shareholders of RWC (the "RWC Shareholders"), the Corporation acquired 6,282,271
of the issued and outstanding  common shares of RWC from the RWC Shareholders in
consideration  of the issuance by the  Corporation  of  6,282,271  shares of its
common stock to the RWC  Shareholders on a share for share basis (the "Corporate
Shares").

Immediately  after the  closing,  a total of  6,575,600  shares  were issued and
outstanding and the 6,282,271  Shares issued to the RWC  Shareholders  represent
approximately 96% of the corporation's  issued and outstanding  shares of common
stock.  Hence, the RWC Shareholders  have effective  control of the Corporation.
The Corporate  Shares have not been registered under the Securities Act of 1933,
as amended (the "Act").  They are deemed  "restricted"  securities under the Act
and  may  not be  sold  or  transferred  other  than  pursuant  to an  effective
registration  statement  under  the  Act  or  any  exemption  from  registration
requirements of the Act.

Pursuant to the Agreement,  and at a meeting of  shareholders of the Corporation
held March 19, 1999, the Corporation's  existing Board of Directors resigned and
Messrs.  Marc  Deschenaux,   Philippe  Schaerrer  and  Frederic  Carbonier  were
appointed to the Corporation's Board of Directors.  In addition,  Mr. Deschenaux
was elected to serve as the Chairman of the Board and Chief  Executive  Officer,
Mr.  Schaerrer was elected to serve as a Vice President and  Secretary,  and Mr.
Carbonier was elected to serve as a Vice President and  Treasurer.  Accordingly,
the Corporation's  current directors and officers are set forth in the following
table:

NAME                                POSITION

Marc Deschenaux                     Chairman of the Board and Chief
                                    Executive Officer

Philippe Schaerrer                  Vice President and Secretary

Frederic Carbonier                  Vice President and Treasurer

In addition,  by vote of a majority of shareholders,  the Registrant's  name was
changed to Radio World Corporation, effective April 19, 1999.
BUSINESS OF RADIO WORLD CORPORATION

Radio World  Corporation's  principal business is radio  broadcasting.  RWC also
produces radio program material.  RWC plans to acquire local radio stations that
are in poor financial condition.  The acquired stations will be restructured and
connected  by means of  satellite or  fiber-optic  network.  This will result in
broad  geographic  coverage on a cost  effective  basis,  which the  Corporation
anticipates will increase the value of the acquisitions. RWC's network will also
include a variety of Internet radio stations.

The Corporation  will provide  programs that consist  exclusively of information
about  new and  evolving  businesses  and  ideas,  new  technology  and its home
applications, and music from emerging artists. The Corporation will also provide
advertising on a worldwide basis.  Thus, large  corporations will have access to
an  international  audience with one single  advertising  agency at  significant
scale discounts.

The registrant is not aware of any  arrantements  that may result in a change in
control subsequent to the date hereof.

Item 2.  Acquisition or Disposition of Assets.

Pursuant to the terms of the Agreement, On March 19, 1999, for
consideration of $100, the Registrant sold all of its assets,
subject to all of its liabilities, to L.J. Loeffler Systems, Inc.
a corporation wholly owned by the Corporation's prior management.

Item 7.  Financial Statements and Exhibits

  (c)  Exhibits.

         2.1      Acquisition   Agreement  dated  March,  1999  by  and  between
                  Intercom  Technologies  Corp.,  Radio  World  Corporation  and
                  certain  Radio  World  Corporation   Shareholders  signatories
                  thereto.

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                RADIO WORLD CORPORATION
                                                -------------------------
                                                         (Registrant)
Dated:  May 4, 1999

                                       By:____________________________________
                                            Philipe Schaerrer, Vice President

                                        2
ACQUISITION AGREEMENT

         AGREEMENT   dated  March  ,  1999,   by,  between  and  among  INTERCOM
TECHNOLOGIES  CORP., a company  incorporated  under the laws of the State of New
York with principal offices at 195 Tenth Avenue, New York, NY 10011 (hereinafter
referred to as "ITC"), RADIO WORLD CORPORATION, a company incorporated under the
laws of Delaware,  with principal  offices at 1134 Broadway,  New York, New York
10010 (hereinafter  referred to as "RWC"), and the persons listed on Exhibit "A"
attached  hereto  and made a part  hereof,  being the  holders  of 91.36% of the
issued and  outstanding  stock of RWC,  now and as of the  Closing  date of this
Agreement (hereinafter referred to as the "Sellers").

         WHEREAS,  the Sellers own a total of 6,282,271  shares of common stock,
no par value, of RWC (the "RWC Shares"), said shares being ninety-one and 36/100
(91.36%)  percent of the 6,876,671  issued and outstanding  common stock of RWC;
and

         WHEREAS, the Sellers desire to sell and ITC desires to purchase the RWC
Shares;

         NOW, THEREFORE,  in consideration of the mutual covenants,  agreements,
representations  and warranties  herein  contained,  the parties hereby agree as
follows:

  1. Purchase and Sale. The Sellers hereby agree to sell,  transfer,  assign and
convey to ITC and ITC hereby  agrees to purchase  and acquire  from the Sellers,
all of the RWC Shares constituting 91.36% of RWC's issued and outstanding common
stock in a  reorganization  pursuant to Section 368  (a)(1)(B)  of the  Internal
Revenue Code.

  2. Purchase Price and Issuance of Shares.

     (a) The aggregate purchase price to be paid by ITC for the RWC Shares shall
be in a stock for stock reorganization. In consideration for the transfer of the
RWC Shares to ITC, ITC will issue  6,282,271  restricted  shares of ITC stock to
RWC's  shareholders or their  designees,  on the basis of one share of ITC stock
for one share of RWC  stock.  The ITC  shares  will be issued to the  individual
Sellers in accordance with Exhibit "A" attached hereto.  No fractional shares of
ITC common stock will be issued;  in lieu  thereof,  the number of shares of ITC
common  stock to be issued to each  Seller  will be rounded up to the next whole
share.  Each of the Sellers  hereby agrees to the terms of this  Agreement  (the
"Agreement").

     (b) In addition to the ITC shares to be issued to the RWC  shareholders  at
Closing as enumerated in 2(a),  above, ITC Will issue 173,090 shares  registered
on Form S-8 to certain  consultants for consulting  services  rendered,  so that
after  Closing  and  exchange  of RWC Shares for ITC shares and  issuance of the
additional  ITC shares as set forth  herein,  ITC will have a total of 7,170,000
shares issued and outstanding  held of record as follows  (assuming  exchange of
100%  of the  RWC  Shares  for  ITC  shares):  (i)  RWC  Shareholders  will  own
approximately 97% and the Consultants and ITC's remaining  shareholders will own
approximately 3% of the issued and outstanding shares of ITC.
3. Warranties and Representations of RWC and Sellers In order to induce ITC
to enter into the Agreement and to complete the transaction contemplated hereby,
RWC and Sellers warrant and represent to ITC that:

     (a) Organization and Standing. RWC is a corporation duly organized, validly
existing and in good  standing  under the laws of  Delaware,  is qualified to do
business as a foreign  corporation in every other state or jurisdiction in which
it operates to the extent required by the laws of such states and jurisdictions,
and has full power and  authority to carry on its business as now  conducted and
to own and operate its  assets,  properties  and  business.  Attached  hereto as
Exhibit "B" are true and correct copies of RWC's  Certificate of  Incorporation,
amendments  thereto and all current  Bylaws of RWC. No changes  thereto  will be
made in any of the Exhibit "B" documents before the Closing.

     (b) Capitalization.  As of the Closing Date, RWC's entire authorized equity
capital  consists of  40,000,000  shares of Common Stock no par value,  of which
6,876,671  shares of Common Stock will be outstanding  as of the Closing.  As of
the Closing,  there will be no other voting or equity  securities  authorized or
issued,  nor any authorized or issued securities  convertible into voting stock,
and no outstanding subscriptions,  warrants, calls, options, rights, commitments
or agreements by which RWC or the Sellers are bound, calling for the issuance of
any  additional  shares of common stock or any other voting or equity  security.
The 6,876,671  issued and outstanding  RWC Shares  constitute one hundred (100%)
percent of the equity  capital of RWC, which  includes,  inter alia, one hundred
(100%) percent of RWC's voting power, right to receive  dividends,  when, as and
if  declared  and paid,  and the right to receive the  proceeds  of  liquidation
attributable to common stock,  if any, and the 6,282,271  Shares being exchanged
pursuant to this  Agreement  constitute  91.36% of RWC's issued and  outstanding
shares.

     (c)  Ownership of RWC Shares.  As of the date  hereof,  the Sellers are the
sole owners of the RWC Shares,  free and clear of all liens,  encumbrances,  and
restrictions  whatsoever,  except that the RWC Shares  have not been  registered
under the Securities Act of 1933, as amended (the "'33 Act"),  or any applicable
State  Securities laws. By the transfer of the RWC Shares to ITC pursuant to the
Agreement,  ITC will thereby  acquire 100% of the capital stock of RWC, free and
clear of all liens,  encumbrances  and  restrictions  of any nature  whatsoever,
except by reason of the fact that the RWC Shares  will not have been  registered
under the '33 Act, or any applicable State Securities laws.

     (d) Taxes.  RWC has filed all federal,  state and local income or other tax
returns and reports that it is required to file with all governmental  agencies,
wherever situate, and has paid or accrued for payment all taxes as shown on such
returns,  such that a failure  to file,  pay or accrue  will not have a material
adverse effect on RWC.

     (e)  Pending  Actions.  There  are no  material  legal  actions,  lawsuits,
proceedings or  investigations,  either  administrative or judicial,  pending or
threatened,  against or affecting  RWC, or against the Sellers that arise out of
their operation of RWC, except as described in Exhibit "C" attached hereto.  RWC
is not  knowingly in violation of any law,  material  ordinance or regulation of
any kind whatever,  including,  but not limited to laws,  rules and  regulations
governing the sale of its services,  the '33 Act, the Securities Exchange Act of
1934  (the  "`34  Act")  as  amended,  the  Rules  and  Regulations  of the U.S.
Securities  and  Exchange   Commission  ("SEC"),  or  the  Securities  Laws  and
Regulations of any state.

                                        2
(f) Governmental  Regulation.  RWC holds the licenses and registrations set
forth on Exhibit  "D" hereto from the  jurisdictions  set forth  therein,  which
licenses and registrations  are all of the licenses and registrations  necessary
to  permit  RWC to  conduct  its  current  business.  All of such  licenses  and
registrations  are in full  force and  effect,  and  there  are no  proceedings,
hearings or other actions  pending that may affect the validity or  continuation
of any of them. No approval of any other trade or  professional  association  or
agency of government  other than as set forth on Exhibit "D" is required for any
of the  transactions  effected  by the  Agreement,  and  the  completion  of the
transactions  contemplated  by the  Agreement  will not,  in and of  themselves,
affect or jeopardize the validity or continuation of any of them.

     (g) Ownership of Assets.  Except as set forth in Exhibit "E", RWC has good,
marketable title,  without any liens or encumbrances of any nature whatever,  to
all of the  following,  if any: its assets,  properties and rights of every type
and description,  including,  without limitation, all cash on hand and in banks,
certificates  of  deposit,  stocks,  bonds,  and other  securities,  good  will,
customer  lists,  its corporate  name and all variants  thereof,  trademarks and
trade names,  copyrights and interests  thereunder,  licenses and registrations,
pending licenses and permits and applications therefor,  inventions,  processes,
know-how,  trade  secrets,  real estate and interests  therein and  improvements
thereto,  machinery,   equipment,   vehicles,  notes  and  accounts  receivable,
fixtures, rights under agreements and leases,  franchises, all rights and claims
under insurance policies and other contracts of whatever nature, rights in funds
of whatever nature, books and records and all other property and rights of every
kind and nature owned or held by RWC as of this date,  and will continue to hold
such title on and after the completion of the  transactions  contemplated by the
Agreement;  nor, except in the ordinary course of its business, has RWC disposed
of any such asset since the date of the most recent  balance sheet  described in
Section 3(o) of the Agreement.

     (h) No Interest in Suppliers, Customers, Landlords or Competitors.  Neither
the Sellers  nor any member of their  families  have any  interest of any nature
whatever in any supplier, customer, landlord or competitor of RWC.

     (i) No Debt Owed by RWC to Sellers. Except as set forth in Exhibit "F", RWC
does not owe any money,  securities,  or  property  to either the Sellers or any
member of their families or to any company controlled by such a person, directly
or indirectly.  To the extent that RWC may have any undisclosed liability to pay
any sum or property to any such person or entity or any member of their families
such liability is hereby forever irrevocably released and discharged.

     (j) Corporate Records. All of RWC's books and records,  including,  without
limitation,  its  books  of  account,  corporate  records,  minute  book,  stock
certificate books and other records of RWC are up-to-date,  complete and reflect
accurately and fairly the conduct of its business in all material respects since
its date of incorporation.

 
                                        3
(k) No Misleading  Statements  or Omissions.  Neither the Agreement nor any
financial statement,  exhibit, schedule or document attached hereto or presented
to ITC in connection herewith,  contains any materially misleading statement, or
omits any fact or  statement  necessary  to make the other  statements  or facts
therein set forth not materially misleading.

     (l) Validity of the Agreement. All corporate and other proceedings required
to be taken by the  Sellers  and by RWC in order to enter  into and to carry out
the  Agreement  have been duly and properly  taken.  The Agreement has been duly
executed  by the  Sellers  and by RWC,  and  constitutes  the valid and  binding
obligation  of  each  of  them,  except  to the  extent  limited  by  applicable
bankruptcy, reorganization,  insolvency, moratorium or other laws relating to or
effecting  generally  the  enforcement  of creditors  rights.  The execution and
delivery of the  Agreement  and the carrying out of its purposes will not result
in the  breach of any of the terms or  conditions  of, or  constitute  a default
under or violate, RWC's Certificate of Incorporation or By-Laws, or any material
agreement, lease, mortgage, bond, indenture,  license or other material document
or  undertaking,  oral or written,  to which RWC or the Sellers is a party or is
bound or may be  affected,  nor will such  execution,  delivery and carrying out
violate any order,  writ,  injunction,  decree,  law,  rule or regulation of any
court,  regulatory  agency or other  governmental  body;  and the  business  now
conducted  by RWC  can  continue  to be so  conducted  after  completion  of the
transaction contemplated hereby, with RWC as a subsidiary of ITC.

     (m) Enforceability of the Agreement.  When duly executed and delivered, the
Agreement and the Exhibits hereto which are incorporated  herein and made a part
hereof are legal, valid, and enforceable by ITC according to their terms, except
to the extent  limited by  applicable  bankruptcy,  reorganization,  insolvency,
moratorium or other laws relating to or effecting  generally the  enforcement of
creditors  rights and that at the time of such execution and delivery,  ITC will
have acquired title in and to the RWC Shares free and clear of all claims, liens
and encumbrances.

     (n)  Access to Books  and  Records.  ITC will have full and free  access to
RWC's  books  during the course of this  transaction  prior to  Closing,  during
regular business hours.

     (o) RWC Financial Statements. RWC's audited financial statements,  attached
hereto as Exhibit "G",  accurately  describe RWC's financial  position as of the
date  thereof.  RWC's  financial  statements  attached  as Exhibit "G" have been
prepared in accordance  with  generally  accepted  accounting  principles in the
United States ("GAAP") (or as permitted by regulation S-X, S-B, and/or the rules
promulgated  under  the U.S.  Securities  Act of 1933  and the  U.S.  Securities
Exchange Act of 1934) and certified by independent  certified public accountants
with substantial SEC experience.

     (p)RWC's Corporate Summary. RWC's Corporate Summary,  prepared on (attached
        hereto as Exhibit "L") accurately describes RWC's business,
assets,  proposed  operations and  management as of the date thereof;  since the
date of the Corporate Summary, there has been no material change in the Business
Plan and no material adverse change in RWC of any kind or nature whatsoever.

     (q) S-4  Registration.  Promptly  following  Closing,  RWC and Sellers will
prepare and file a Registration Statement on Form S-4 for the acquisition of the
balance of the RWC shares not owned by Sellers.

                                        4
4. Warranties and  Representations  of ITC. In order to induce the Sellers and
RWC to enter into the  Agreement  and to complete the  transaction  contemplated
hereby, ITC warrants and represents to RWC and Sellers that:

     (a) Organization and Standing. ITC is a corporation duly organized, validly
existing  and in good  standing  under  the laws of the  State of New  York,  is
qualified to do business as a foreign  corporation in every other state in which
it operates  to the extent  required  by the laws of such  states,  and has full
power and  authority  to carry on its business as now  conducted  and to own and
operate its assets, properties and business.

     (b)  Capitalization.  ITC's entire  authorized  equity capital  consists of
250,000,000 shares of voting common stock,  $.001 par value.  Immediately before
the Closing,  and issue of the shares as  specified  in Paragraph 2, above,  ITC
will have issued and outstanding 120,239 shares of Common Stock. At the Closing,
ITC will issue the shares as specified in Paragraph 2, above. Other than the ITC
shares  registered  on Form S-8,  the ITC common  stock will be issued under SEC
Rule 144 as "restricted  securities." Upon issuance, all of the ITC Common Stock
will be validly issued fully paid and  non-assessable.  The relative  rights and
preferences  of ITC's  equity  securities  are set forth on the  Certificate  of
Incorporation,  as amended and ITC's By-laws (Exhibit "H" hereto).  There are no
other  voting  or  equity  securities  convertible  into  voting  stock,  and no
outstanding  subscriptions,  warrants,  calls, options,  rights,  commitments or
agreements  by which ITC is bound,  calling for the  issuance of any  additional
shares of common  stock or any other voting or equity  security.  The By-laws of
ITC  provide  that a simple  majority  of the shares  voting at a  stockholders'
meeting  at which a quorum is  present  may elect all of the  directors  of ITC.
Cumulative  voting  is not  provided  for  by  the  By-Laws  or  Certificate  of
Incorporation of ITC. Accordingly,  as of the Closing the 6,282,271 shares being
issued to and acquired by the Sellers will constitute  approximately  97% of the
7,170,000  shares  of ITC  which  will then be  issued  and  outstanding,  which
includes,  inter alia,  that same  percentage  of ITC's voting  power,  right to
receive  dividends,  when, as and if declared and paid, and the right to receive
the proceeds of liquidation attributable to common stock, if any.

     (c) Ownership of Shares.  By ITC's issuance of the ITC Common Shares to the
Sellers  pursuant to the  Agreement,  the Sellers  will  thereby  acquire  good,
absolute marketable title thereto, free and clear of all liens, encumbrances and
restrictions  of any nature  whatsoever,  except by reason of the fact that such
ITC shares will not have been registered under the '33 Act.

     (d) Significant Agreements.  ITC is not and will not at Closing be bound by
any of the following, unless specifically listed in Exhibit "I" hereto:

         (i)      Employment, advisory or consulting contract;

         (ii)     Plan providing for employee benefits of any nature;

         (iii) Lease with respect to any property or equipment;

         (iv)     Contract or commitment for any future expenditure in excess of
                  $1,000 in the aggregate.

                                        5
(v)      Contract  or  commitment  pursuant  to which  it has  assumed,
                  guaranteed,  endorsed,  or  otherwise  become  liable  for any
                  obligation of any other person, firm or organization;

         (vi)     Contract, agreement, understanding, commitment or arrangement,
                  other  than  in the  normal  course  of  business,  not  fully
                  disclosed or set forth in the Agreement;

         (vii)    Agreement with any person  relating to the dividend,  purchase
                  or sale  of  securities,  that  has not  been  settled  by the
                  delivery or payment of securities  when due, and which remains
                  unsettled upon the date of the Agreement.

     (e) Taxes.  ITC has filed all federal,  state and local income or other tax
returns and reports that it is required to file with all governmental  agencies,
wherever situate, and has paid all taxes as shown on such returns.
All of such returns are true and complete.

     (f) Absence of  Liabilities.  Prior to the Closing,  ITC will convey all of
its assets subject to all of its liabilities to its present President,  Dominick
Pope  or  to  a  corporation  controlled  by  him  for  consideration  of  $100.
Accordingly,  at and as of the Closing Date, ITC will have no liabilities of any
kind or nature, fixed or contingent,  except for the costs,  including legal and
accounting fees and other expenses,  in connection  with this  transaction,  for
which ITC agrees to be responsible and to pay in full at or before the Closing.

     (g) No Pending Actions. There are no legal actions,  lawsuits,  proceedings
or  investigations,  either  administrative or judicial,  pending or threatened,
against or  affecting  ITC, or against any of ITC's  officers or  directors  and
arising out of their operation of ITC. ITC has been in compliance  with, and has
not received notice of violation of any law, ordinance or regulation of any kind
whatever,  including,  but not limited to, the '33 Act, the Securities  Exchange
Act of 1934, as amended, the Rules and Regulations of the SEC, or the Securities
Laws and Regulations of any state.  ITC is not an investment  company as defined
in the Securities laws.

     (h) Corporate Records. All of ITC's books and records,  including,  without
limitation,  its  books  of  account,  corporate  records,  minute  book,  stock
certificate  books  and other  records  are  up-to-date,  complete  and  reflect
accurately and fairly the conduct of its business in all respects since its date
of  incorporation;  all of said books and records will be delivered to ITC's new
management at the Closing.

     (i) No Misleading  Statements  or Omissions.  Neither the Agreement nor any
financial statement,  exhibit, schedule or document attached hereto or presented
to Sellers in connection herewith contains any materially  misleading statement,
or omits any fact or statement  necessary to make the other  statements or facts
therein set forth not materially misleading.

     (j) Validity of the Agreement. All corporate and other proceedings required
to be taken by ITC in order to enter  into and to carry out the  Agreement  have
been duly and properly  taken.  The Agreement has been duly executed by ITC, and
constitutes a valid and binding obligation of ITC. The execution and delivery of
the Agreement and the carrying out of its purposes

                                        6
will  not  result  in the  breach  of any of the  terms  or  conditions  of,  or
constitute a default under or violate,  ITC's  Certificate of  Incorporation  or
By-Laws, or any agreement,  lease, mortgage,  bond, indenture,  license or other
document or undertaking, oral or written, to which ITC is a party or is bound or
may be affected, nor will such execution,  delivery and carrying out violate any
order,  writ,  injunction,  decree,  law,  rule  or  regulation  of  any  court,
regulatory agency or other governmental body.

     (k) Enforceability of the Agreement.  When duly executed and delivered, the
Agreement and the Exhibits hereto which are incorporated  herein and made a part
hereof are legal,  valid,  and  enforceable by RWC and the Sellers  according to
their terms,  and have acquired good,  marketable title in and to the ITC Common
Shares acquired pursuant hereto, free and clear of all liens and encumbrances.

     (l) Access to Books and  Records.  RWC and Sellers  will have full and free
access to ITC's books and records during the course of this transaction prior to
and at the Closing.

     (m) ITC Financial  Statements.  At or before the Closing,  ITC will provide
RWC  and  Sellers  with  recent  audited  financial  statements,  which  will be
certified in accordance with GAAP by independent  certified  public  accountants
with substantial SEC experience.

     (n) ITC Financial Condition.  As of the Closing, ITC will have no assets or
liabilities.

     (o) Stockholder  Approval.  Immediately  upon the signing of the Agreement,
ITC will submit to its stockholders by meeting or consent the matters  described
in section 7(b)(i) herein.

  5. Term. All representations, warranties, covenants and agreements made herein
and in the exhibits  attached hereto shall survive the execution and delivery of
the Agreement and payment pursuant thereto.

  6. The ITC  Shares  and RWC  Shares.  All of the ITC  common  shares  shall be
validly issued, fully-paid and non-assessable shares of ITC and RWC Shares, with
full  voting  rights,  dividend  rights,  and right to receive  the  proceeds of
liquidation, if any, as set forth in the respective Articles of Incorporation.

  7.  Conditions Precedent to Closing.

     (a) The  obligations of RWC and Sellers under this  Agreement  shall be and
are subject to fulfillment, prior to or at the Closing, of each of the following
conditions:

         (i)      That ITC's  representations  and warranties  contained  herein
                  shall be true and correct at the time of  Closing,  as if such
                  representations and warranties were made at such time;

         (ii)     That ITC in all  material  respects  shall have  performed  or
                  complied with all agreements, terms and conditions required by
                  this Agreement to be performed or complied with by it prior to
                  or at the time of the Closing;

                                        7
(iii)    That  ITC's  directors,  by proper and  sufficient  vote taken
                  either by consent  of  shareholders  or at a meeting  duly and
                  properly called and held, shall have properly  approved all of
                  the matters described in Section 7(b)(i) herein; and

         (iv)     That ITC will have filed its Form  10-KSB for the fiscal  year
                  ended September 30, 1998 and form 10Q's for the quarters ended
                  December 31, 1997,  March 31, 1998, June 30, 1998 and December
                  31, 1998, respectively;

         (v)      That ITC will  have sold for $100 all of its  existing  assets
                  and  business,  subject  to  all  of  its  liabilities  to its
                  President, Dominick Pope or a company controlled by him; and

    (b) The  obligations of ITC under the Agreement  shall be and are subject to
fulfillment, prior to or at the Closing of each of the following conditions:

         (i)      That ITC's Shareholders and Board of Directors,  by proper and
                  sufficient  vote,  shall have approved this  Agreement and the
                  transactions  contemplated hereby; approved the resignation of
                  all of ITC's  current  directors  and the  election of up to 3
                  designees  of RWC to  serve  as  directors  in  place of ITC's
                  current directors;'  approved a change of ITC's corporate name
                  to Radio World Corporation,  or if such name is not available,
                  such other name as may be selected by RWC;

         (ii)     That  RWC's  and  Sellers'   representations   and  warranties
                  contained  herein  shall  be true and  correct  at the time of
                  Closing as if such representations and warranties were made at
                  such time, and that there shall have been no Material  Adverse
                  Effect  with  respect to RWC;  and ITC shall  have  received a
                  certificate  of RWC and Sellers to such an effect  signed by a
                  duly authorized officer of RWC and by each of the Sellers; and

         (iii)    That RWC and Sellers shall have performed or complied with all
                  agreements, terms and conditions required by this Agreement to
                  be performed or complied  with by them prior to or at the time
                  of Closing,  and ITC shall have received a Certificate  of RWC
                  and Sellers to such effect signed by a duly authorized officer
                  of RWC and by each of the Sellers.

  8.  Termination.  The  Agreement  may be  terminated  at any time before or at
Closing, by:

     (a)  The mutual agreement of the parties;

     (b) Any party if:

         (i)      Any provision of this Agreement applicable to a party shall be
                  materially untrue or fail to be accomplished.

         (ii)     Any legal  proceeding  shall have been  instituted or shall be
                  imminently  threatening  to delay,  restrain  or  prevent  the
                  consummation  of  this  Agreement  or any  material  component
                  thereof.

                                        8
Upon  termination of this Agreement for any reason,  in accordance with the
terms and conditions set forth in this paragraph, each said party shall bear all
costs and  expenses as each party has  incurred  and no party shall be liable to
the others for such costs and expenses.

  9. Exhibits.  All Exhibits  attached  hereto are  incorporated  herein by this
reference as if they were set forth in their entirety.

  10. Miscellaneous  Provisions.  This Agreement is the entire agreement between
the  parties in respect of the  subject  matter  hereof,  and there are no other
agreements,  written  or oral,  nor may this  Agreement  be  modified  except in
writing and  executed by all of the parties  hereto.  The failure to insist upon
strict  compliance  with  any of the  terms,  covenants  or  conditions  of this
Agreement shall not be deemed a waiver or  relinquishment of such right or power
at any other time or times.

  12. Closing.  The Closing of the  transactions  contemplated by this Agreement
("Closing")  shall take place at 1:00 P.M. on the first  business  day after the
latter of the  Sellers  approving  this  Agreement  or the  shareholders  of ITC
approving this Agreement and the matters referred to in Section 7(b)(i), or such
other date as the parties  hereto shall agree upon.  At the Closing,  all of the
documents and items referred to herein shall be exchanged.

  13.  Governing  Law.  This  Agreement  shall be governed by and  construed  in
accordance with the internal laws of the State of New York.

  14.  Counterparts.  This  Agreement  may be  executed in  duplicate  facsimile
counterparts,  each of which  shall be deemed an  original  and  together  shall
constitute  one and the  same  binding  Agreement,  with one  counterpart  being
delivered to each party hereto.

         IN WITNESS  WHEREOF,  the parties hereto have set their hands and seals
as of the date and year above first written.

                                                     INTERCOM TECHNOLOGIES CORP.
SELLERS:

                                               By:   /s/ Dominick Pope
                                                     -------------------------
                                                     Dominick Pope, President

                                                     RADIO WORLD CORPORATION

                                               By:   /s/ Marc Deschenaux
                                                     --------------------------
                                                     Marc Deschenaux, President

                                        9
Signature Page to Aquisition Agreement
Between Intercom Technologies Corp.
and
Shareholders of Radio World Corporation

/s/                                            /s/
----------------------------                   --------------------------------
CD World                                       Page One Productions LLC

/s/                                            /s/ 
----------------------------                   --------------------------------
Apple Tree Investment Co.                      Phillipe Scheerrer

/s/                                            /s/ 
----------------------------                   --------------------------------
ISPI Inc.                                      Abba Kogen

/s/                                            /s/ 
----------------------------                   --------------------------------
Frederic Carbonier                             Phillipe Gobet

/s/                                            /s/ 
----------------------------                   --------------------------------
Barcereche Ventures SA                         Oriviar Wasam

/s/                                            /s/
----------------------------                   --------------------------------
Stephanie Jackson                              Mid America Cap. Corp.

/s/                                            /s/ 
----------------------------                   --------------------------------
Shamrock Capital, LLC                          Dr. John A. Materra
EXHIBIT A

NAME                                                           NUMBER OF SHARES

CD World Corporation                                               3,814,000

PageOne Business Productions LLC                                     560,271

Apple Tree Investment Co.                                            102,000

Philippe Schaerrer                                                   415,000

ISPI Inc.                                                            550,000

Abba Kogan                                                           250,000

Frederic Carbonier                                                   125,000

Philippe Gobet                                                       125,000

Barbereche Ventures SA                                               125,000

Stephanie Jackson                                                     75,000

Olivier Wasem                                                         50,000

Mid America Cap Corp.                                                 10,000

Dr. John A. Mattera                                                   71,000

Shamrock Capital, LLC                                                 10,000
                                                                   ---------
                                                     TOTAL:        6,282,271