<PAGE>
                                                              EXHIBIT 2.2


                            STOCK PURCHASE AGREEMENT



                            DATED OCTOBER 15 , 1998





                                  BY AND AMONG



                           RURAL CELLULAR CORPORATION

                                  (PURCHASER)

                                       AND
             GEORGE M. REVERING, JOYCE C. REVERING, GEORGE D. REVERING,
               DAN J. REVERING, DEREK V. REVERING AND THE GEORGE M.
                  REVERING IRREVOCABLE TRUST U/A JULY 22, 1996

                                 (SHAREHOLDERS)


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<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<C>     <S>                                                                                                    <C>
ARTICLE 1:  DEFINITIONS.........................................................................................2
ARTICLE 2:  PURCHASE OF STOCK; PURCHASE PRICE...................................................................9
 2.1    Purchase and Sale of Stock..............................................................................9
 2.2    Purchase Price..........................................................................................9
 2.3    Payment of Purchase Price on the Date of Closing.......................................................10
 2.4    Payments of Purchase Price after the Date of Closing...................................................11
 2.5    Determination of Purchase Price Adjustments; Closing Balance Sheet; Final Payment......................11
ARTICLE 3:  REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS.....................................................13
 3.1    Due Incorporation......................................................................................14
 3.2    Capitalization.........................................................................................14
 3.3    Due Authorization......................................................................................14
 3.4    No Breach..............................................................................................14
 3.5    Clear Title............................................................................................15
 3.6    Condition of Assets....................................................................................15
 3.7    Litigation.............................................................................................15
 3.8    Labor Matters..........................................................................................15
 3.9    Taxes..................................................................................................15
 3.10   Employee Benefits......................................................................................16
 3.11   [THIS SECTION INTENTIONALLY OMITTED]...................................................................17
 3.12   Financial Statements...................................................................................18
 3.13   Absence of Certain Developments........................................................................18
 3.14   Intellectual Property..................................................................................20
 3.15   Compliance with Laws...................................................................................20
 3.16   Operating Contracts....................................................................................20
 3.17   Real Estate............................................................................................20
 3.18   Accounts Receivable....................................................................................23
 3.19   Books and Records; Bank Accounts.......................................................................23
 3.20   Employees..............................................................................................23
 3.21   Licenses and Permits...................................................................................23
 3.22   Other Material Contracts and Obligations...............................................................23
 3.23   Subsidiaries...........................................................................................24
 3.24   Insurance..............................................................................................24
 3.25   Brokers................................................................................................24
 3.26   Relationship with Related Persons......................................................................24
 3.27   Hazardous Materials....................................................................................25
 3.28   Other Environmental Matters............................................................................25
 3.29   Debt Instruments.......................................................................................26
 3.30   Dissolution of GLCLP and Glacial DBS...................................................................26
 3.31   Year 2000 Compliance...................................................................................26
 3.32   Customers and Suppliers................................................................................27
 3.33   CGSA...................................................................................................27
 3.34   Network................................................................................................27
</TABLE>

                                                           i

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<TABLE>
<C>     <S>                                                                                                    <C>
ARTICLE 4:  REPRESENTATIONS AND WARRANTIES OF PURCHASER........................................................27
 4.1    Due Incorporation......................................................................................27
 4.2    Due Authorization......................................................................................27
 4.3    No Breach..............................................................................................27
 4.4    Investment Representations.............................................................................28
 4.5    Brokers................................................................................................28
ARTICLE 5:  PERFORMANCE PENDING CLOSING........................................................................28
 5.1    Access to Information..................................................................................28
 5.2    Conduct of Business....................................................................................28
 5.3    Encumbrances...........................................................................................28
 5.4    Pay Increases..........................................................................................29
 5.5    Restrictions on New Contracts..........................................................................29
 5.6    Preservation of Business...............................................................................29
 5.7    Payment and Performance of Obligations.................................................................29
 5.8    Restrictions on Sale of Assets.........................................................................29
 5.9    Prompt Notice..........................................................................................29
 5.10   Consents...............................................................................................29
 5.11   Copies of Documents....................................................................................29
 5.12   No Solicitation of Other Offers........................................................................29
 5.13   Accounts Receivable and Payable........................................................................30
 5.14   Inventory..............................................................................................30
 5.15   Insurance..............................................................................................30
 5.16   Filing Reports and Making Payments.....................................................................30
 5.17   Capital Expenditures...................................................................................30
 5.18   Monthly Financials.....................................................................................30
 5.19   Title Review...........................................................................................30
 5.20   Litigation.............................................................................................30
 5.21   Notification of Inaccuracy.............................................................................31
 5.22   Valley Sale............................................................................................31
 5.23   Employment Matters.....................................................................................32
 5.24   Amendment of 401(k)....................................................................................32
ARTICLE 6:  MUTUAL COVENANTS AND CONDITIONS PRECEDENT TO OBLIGATIONS...........................................32
 6.1    Proceedings............................................................................................32
 6.2    Consents and Approvals.................................................................................32
 6.3    Valley Sale............................................................................................32
ARTICLE 7:  CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS....................................................32
 7.1    Accuracy of Representations and Warranties.............................................................32
 7.2    Compliance with Covenants and Agreements...............................................................33
 7.3    No Material Adverse Change.............................................................................33
 7.4    Approval by Counsel....................................................................................33
 7.5    Legal Opinion..........................................................................................33
 7.6    Resignation of Directors and Officers..................................................................33
 7.7    Corporate Action.......................................................................................33
 7.8    [THIS SECTION INTENTIONALLY OMITTED.]..................................................................33
 7.9    Environmental Audit....................................................................................33
</TABLE>

                                                    ii

<PAGE>
<TABLE>
<C>     <S>                                                                                                    <C>
 7.10   Title Matters; Surveys.................................................................................34
 7.11   Pending FCC Application................................................................................35
 7.12   Due Diligence..........................................................................................35
ARTICLE 8:  CONDITIONS PRECEDENT TO SHAREHOLDERS'OBLIGATIONS...................................................35
 8.1    Accuracy of Representations and Warranties.............................................................35
 8.2    Compliance with Covenants and Agreements...............................................................35
 8.3    Approval by Counsel....................................................................................35
 8.4    Legal Opinion..........................................................................................35
 8.5    Delivery of Purchase Price and Other Consideration.....................................................35
 8.6    Pending Fee Application................................................................................35
ARTICLE 9:  INDEMNIFICATION....................................................................................35
 9.1    Indemnification by Certain Shareholders................................................................35
 9.2    Indemnification by Purchaser...........................................................................36
 9.3    Procedure for Indemnification..........................................................................37
 9.4    Dispute Resolution.....................................................................................38
ARTICLE 10:  CLOSING...........................................................................................39
 10.1   Date of Closing........................................................................................39
 10.2   Documents to be Delivered by Shareholders..............................................................40
 10.3   Documents to be Delivered by Purchaser.................................................................41
ARTICLE 11:  PERFORMANCE FOLLOWING THE DATE OF CLOSING.........................................................42
 11.1   Further Acts and Assurances............................................................................42
 11.2   Non-Competition Agreement..............................................................................42
 11.3   Non-Solicitation Agreement.............................................................................42
 11.4   Confidential Information...............................................................................42
 11.5   Reasonableness of Covenants............................................................................43
 11.6   Injunctive Relief......................................................................................43
 11.7   Blue Pencil Doctrine...................................................................................43
 11.8   Name of Company........................................................................................43
 11.9   Employee Retention.....................................................................................43
 11.10  Tax Matters............................................................................................44
ARTICLE 12:  TERMINATION.......................................................................................45
 12.1   Termination............................................................................................45
 12.2   Return of Documents and Nondisclosure..................................................................46
ARTICLE 13:  MISCELLANEOUS.....................................................................................46
 13.1   Survival of Representations and Warranties.............................................................46
 13.2   Preservation of and Access to Records..................................................................46
 13.3   Cooperation............................................................................................46
 13.4   Public Announcements...................................................................................47
 13.5   Notices................................................................................................47
 13.6   Entire Agreement.......................................................................................47
 13.7   Remedies...............................................................................................47
 13.8   Amendments.............................................................................................47
 13.9   Successors and Assigns.................................................................................48
 13.10  Costs..................................................................................................48
 13.11  Governing Law..........................................................................................48
 13.12  Counterparts...........................................................................................48
</TABLE>

                                                           iii

<PAGE>
<TABLE>
<C>     <S>                                                                                                    <C>
 13.13  Headings...............................................................................................48
 13.14  Scope of Agreement.....................................................................................48
 13.15  Number and Gender......................................................................................48
 13.16  Severability...........................................................................................48
 13.17  Parties in Interest....................................................................................48
 13.18  Waiver.................................................................................................49
 13.19  Forum and Jurisdiction.................................................................................49
 13.20  Construction...........................................................................................49
 13.21  Payment Agent..........................................................................................49
 13.22  Supplementation of Schedules...........................................................................49
</TABLE>




                                                           iv

<PAGE>



                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered 
into as of the 15th day of October, 1998, by and among Rural Cellular 
Corporation, a Minnesota corporation (the "Purchaser"), and George M. 
Revering, Joyce C. Revering, George D. Revering, Dan J. Revering, Derek V. 
Revering, and the George M. Revering Irrevocable Trust U/A July 22, 1996 
(individually a "Shareholder" and collectively the "Shareholders").

                                    RECITALS

         A. The Shareholders are the owners of all of the issued and 
outstanding shares of each class and series of capital stock (collectively 
the "Stock") of RGI Group, Inc., a Minnesota corporation (the "Company").

         B. The Company is engaged by and through its division known as 
Glacial Lakes Cellular 2000 in the business of providing cellular radio 
telephone services (the "Business") to end users in Market 637B-South Dakota 
4 -- Marshall, South Dakota, pursuant to a license issued by the United States 
Federal Communications Commission (the "FCC").

         C. The Company owns all of the issued and outstanding stock of 
Valley Telephone Company, a Minnesota corporation ("Valley"), which is 
engaged in the businesses of providing local exchange telephone services, 
long distance access, the sale of internet access, DirecTV DBS and related 
telecommunications services in and around Browns Valley, Minnesota, and West 
Browns Valley, South Dakota, pursuant to licenses issued by the Minnesota 
Public Utilities Commission and the South Dakota Public Utilities Commission, 
respectively.

         D. The Company intends to sell all of the stock in Valley (the 
"Valley Sale") prior to the Closing.

         E. Prior to December 30, 1997, the Company was the general partner 
and owner of approximately seventy-six percent (76%) of the interests in 
Glacial Lake Cellular Limited Partnership, a South Dakota limited partnership 
("GLCLP"). On December 30, 1997, the Company acquired the remaining 
approximately twenty-four percent (24%) interest in GLCLP.

         F. During 1997, the Company sold substantially all of the assets of 
its subsidiary, Glacial Lakes DBS, Inc., a South Dakota corporation ("Glacial 
DBS").

         G. The Company owns all of the issued and outstanding stock of 
Revering Finance Corporation, a Minnesota corporation ("RFC"), which is 
engaged in no business other than borrowing money used to finance the Company 
and Valley.

                                    AGREEMENT

         In consideration of the foregoing recitals and the mutual promises 
contained in this Agreement, Purchaser and the Shareholders agree as follows:

                             ARTICLE 1: DEFINITIONS

         For purposes of this Agreement, the following terms have the 
meanings specified:

         "AAA RULES" - has the meaning set forth in Section 9.4(b) of this 
Agreement.

         "ACQUISITION PROPOSAL" - means any proposal relating to the possible
acquisition of the Company whether by way of merger, purchase of capital stock
of the Company representing fifty percent (50%) or


                                     2

<PAGE>

more of the voting power or equity of the Company, purchase of all or 
substantially all of the assets of the Company, or otherwise.

         "AFFILIATE" - when used in reference to a specified Person, means 
any Person that, directly or indirectly, through one or more intermediaries, 
controls, or is controlled by, or is under common control with the specified 
Person.

         "AGREEMENT" - has the meaning set forth in the introductory 
paragraph hereof.

         "APPLICABLE LAWS" - means any and all laws, ordinances, 
constitutions, regulations, statutes, treaties, rules, codes, licenses, 
certificates, franchises, permits, requirements and Injunctions adopted, 
enacted, implemented, promulgated, issued, entered or deemed applicable by or 
under the authority of any Governmental Body having jurisdiction over a 
specified Person or any of such Person's properties or assets.

         "AUDIT" - has the meaning set forth in Section 7.9 of this Agreement.

         "AUDITOR" - has the meaning set forth in Section 2.5(a) of this 
Agreement.

         "BALANCE SHEET" - has the meaning set forth in Section 3.12 of this 
Agreement.

         "BALANCE SHEET DATE" - has the meaning set forth in Section 3.12 of 
this Agreement.

         "BANK" - has the meaning set forth in Section 2.2(c) of this 
Agreement.

         "BASKET AMOUNT" - has the meaning set forth in Section 9.1(a) of 
this Agreement.

         "BENEFIT PLAN" - means any and all bonus, stock option, restricted 
stock, stock purchase, stock appreciation, phantom stock, profit 
participation, profit-sharing, deferred compensation, severance, pension, 
retirement, disability, medical, dental, health, life or dental insurance, 
death benefit, incentive, welfare and/or other benefit, compensation and/or 
retirement plan, policy, arrangement and/or Contract maintained, sponsored or 
participated in by the Company.

         "BUSINESS" - has the meaning set forth in the recitals to this 
Agreement.

         "CLOSING" - has the meaning set forth in Section 10.1 of this 
Agreement.

         "CLOSING BALANCE SHEET" - has the meaning set forth in Section 
2.5(a)(i) of this Agreement.

         "CLOSING CERTIFICATE" - has the meaning set forth in Section 
2.5(a)(i) of this Agreement.

         "CODE" - means the Internal Revenue Code of 1986, as amended, or any 
successor law and regulations issued by the IRS pursuant to the Internal 
Revenue Code or any successor law.

         "COMPANY" - has the meaning set forth in the Recitals; provided, 
however, that the term, "Company" as used in Sections 3.9, 3.10, 3.12, 3.13, 
3.24, 3.27, 3.28 and 5.20, and in the definition of "Knowledge," includes the 
Company, Valley, RFC, Glacial DBS and GLCLP.

         "COMPANY INCOME TAX LIABILITY"- means the actual aggregate income 
Taxes set forth as "Tax Due" (federal) or "Amount Due" (state), as shown on 
the Company's consolidated state and federal income Tax Returns, for the 1998 
Tax year and the stub period, if any, ending on the Date of Closing.

         "COMPETING BUSINESS" - has the meaning set forth in Section 3.26 of 
this Agreement.


                                     3

<PAGE>

         "CONFIDENTIAL INFORMATION" - means any information or compilation of 
information not generally known to the public or the industry or which the 
Company has not disclosed to third parties without a written obligation of 
confidentiality, which is proprietary to the Company, relating to the 
Company's procedures, techniques, methods, concepts, ideas, affairs, 
products, processes and services, including, but not limited to, information 
relating to marketing, merchandising, selling, research, development, 
manufacturing, purchasing, accounting, engineering, financing, costs, 
customers, plans, pricing, billing, needs of customers and products and 
services used by customers, all lists of customers and their addresses, 
prospects, sales calls, products, services, prices and the like as well as 
any specifications, formulas, plans, drawings, accounts or sales records, 
sales brochures, code books, manuals, trade secrets, knowledge, know-how, 
pricing strategies, operating costs, sales margins, methods of operations, 
invoices or statements and the like.

         "CONSOLIDATED TAX ENTITIES" - has the meaning set forth in Section 
3.9 of this Agreement.

         "CONTRACT" - means any agreement, lease, license, contract, 
obligation, promise, commitment, arrangements, understanding or undertaking, 
instrument, document (whether written or oral and whether express or implied) 
of any type, nature or description that is legally binding. As used herein, 
the word "Contract" shall be limited in scope if modified by an adjective 
specifying the type of contract to which this Agreement or a Section hereof 
refers.

         "CONVERTIBLE SECURITIES" - means any and all securities convertible 
or exchangeable for (i) any shares of capital stock of the Company, 
including, without limitation, common stock, or (ii) any Debt Securities.

         "DATE OF CLOSING" - has the meaning set forth in Section 10.1 hereof.

         "DEBT INSTRUMENT" - has the meaning set forth in Section 3.29 of 
this Agreement.

         "DEBT SECURITIES" - means any and all indebtedness issued by or on 
behalf of the Company which constitutes a security under the Securities Act 
of 1933, as amended, except for indebtedness reflected in the financial 
statements of the Company described on SCHEDULE 3.12 hereto.

         "DEFERRED COMPENSATION AGREEMENTS" - means all of the following: 
Letter Agreement between the Company and Bill Randall dated July 22, 1996, 
Letter Agreement between the Company and Jim Jung dated October 1, 1993, as 
amended on October 1, 1998; Letter Agreement between the Company and Max Tite 
dated October 1, 1993, as amended on October 1, 1998; and Letter Agreement 
between the Company and Bill Chase dated July 15, 1996.

         "DEFERRED COMPENSATION AMOUNT" - means the amount payable by the 
Company pursuant to the Deferred Compensation Agreements.

         "DISCLOSE" - means to reveal, deliver, divulge, disclose, publish, 
copy, communicate, show or otherwise make known or available to any other 
Person, or in any way to copy, any of the Company's Confidential Information.

         "EASEMENTS" - has the meaning set forth in Section 3.17 of this 
Agreement.

         "EMPLOYEE RETENTION AMOUNT" - has the meaning set forth in Section 
11.9(b) of this Agreement.

          "ENCUMBRANCE" - means and includes:

                  (i) with respect to any personal property, any intangible
         property or any property other than real property, any security or
         other property interest or right, claim, lien, pledge, option, charge,
         security interest, contingent or conditional sale, or other title claim
         or retention agreement


                                     4

<PAGE>

         or lease or use agreement in the nature thereof whether voluntarily 
         incurred or arising by operation of law, and including any agreement
         to grant or submit to any of the foregoing in the future; and

                  (ii) with respect to any real property (whether and including
         Owned Real Estate or Leased Real Estate), any mortgage, lien, easement,
         interest, right-of-way, condemnation or eminent domain proceeding,
         encroachment, any building, use or other form of restriction,
         encumbrance or other claim (including adverse or prescriptive) or right
         of third parties (including Governmental Bodies), any lease or
         sublease, boundary dispute, and agreements with respect to any real
         property including: purchase, sale, right of first refusal, option,
         construction, building or property service, maintenance, property
         management, conditional or contingent sale, use or occupancy, franchise
         or concession, whether voluntarily incurred or arising by operation of
         law, and including any agreement to grant or submit to any of the
         foregoing in the future.

         "ENVIRONMENTAL AUDIT FIRM" - has the meaning set forth in Section 
7.9 of this Agreement.

         "ENVIRONMENTAL LAWS" - means any and all Applicable Laws (i) 
regulating the use, treatment, generation, transportation, storage, control 
or disposal of any Hazardous Material, including, but not limited to, the 
Comprehensive Environmental Response, Compensation and Liability Act (42 
U.S.C. Section 9601 ET SEQ.) ("CERCLA"), the Resource Conservation and 
Recovery Act (42 U.S.C. Section 6901 ET SEQ.), the Hazardous Materials 
Transportation Act (49 U.S.C. Section 1801 ET SEQ.), the Federal Water 
Pollution Control Act (33 U.S.C. Section 1251 ET SEQ.), the Clean Water Act 
(33 U.S.C. Section 1251 ET SEQ.), the Clean Air Act (42 U.S.C. Section 7401 
ET SEQ.), the Toxic Substances Control Act (15 U.S.C. Section 2601 ET SEQ.), 
the Minnesota Environmental Response and Liability Act (Minn. Stat. Ch. 
115B), and the Minnesota Petroleum Tank Release Cleanup Act (Minn. Stat. Ch. 
115C), and/or (ii) relating to the protection, preservation or conservation 
of the environment and public or worker health and safety, all as existing, 
defined or interpreted as of the Date of Closing.

         "ERISA" - means the Employee Retirement Income Security Act of 1974, 
as amended.

         "FINAL ORDER" - has the meaning set forth in Section 6.2 of this 
Agreement.

         "FCC" - has the meaning set forth in the recitals to this Agreement.

         "GAAP" - means generally accepted accounting principles in the 
United States.

         "GLCLP" - has the meaning set forth in the recitals to this 
Agreement.

         "GLACIAL DBS" - has the meaning set forth in the recitals to this 
Agreement.

         "GOVERNMENTAL BODY" - any:

                  (i)      nation, state, county, city, town, village, district
         or other jurisdiction of any nature;

                  (ii)     federal, state, local, municipal, foreign or other
         government;

                  (iii)    governmental or quasi-governmental authority of any
         nature (including any governmental agency, branch, board, commission,
         department, instrumentality, office or other entity, and any court or
         other tribunal);

                  (iv)     multi-national organization or body; and/or

                  (v)      body exercising, or entitled or purporting to
         exercise, any administrative, executive, judicial, legislative, police,
         regulatory or taxing authority or power of any nature.


                                     5

<PAGE>

         "HAZARDOUS MATERIALS" - any and all (i) dangerous, toxic or 
hazardous pollutants, contaminants, chemicals, wastes, materials or 
substances listed or identified in, or directly or indirectly regulated by, 
any Environmental Law, and (ii) any of the following, whether or not included 
in the foregoing: polychlorinated biphenyls, asbestos in any form or 
condition, urea-formaldehyde, petroleum, including crude oil or any fraction 
thereof, natural gas, natural gas liquids, liquified natural gas, synthetic 
gas usable for fuel or mixtures thereof, nuclear fuels or materials, chemical 
wastes, radioactive materials, explosives and known possible carcinogens.

         "INDEMNIFIED PARTY" - has the meaning set forth in Section 9.3 of 
this Agreement.

         "INDEMNIFYING PARTY" - has the meaning set forth in Section 9.3 of 
this Agreement.

         "INDEPENDENT ACCOUNTANTS" - has the meaning set forth in Section 
2.5(f) of this Agreement.

         "INJUNCTION" - means any and all writs, rulings, awards, directives, 
injunctions (whether temporary, preliminary or permanent), judgments, decrees 
or orders (whether executive, judicial or otherwise) adopted, enacted, 
implemented, promulgated, issued, entered or deemed applicable by or under 
the authority of any Governmental Body.

         "INTELLECTUAL PROPERTY" - means any and all (i) inventions (whether 
patentable or unpatentable and whether or not reduced to practice), all 
improvements thereto, and all patents, patent applications and patent 
disclosures, together with all reissuances, continuations, continuations in 
part, revisions, extensions and reexaminations thereof; (ii) trademarks, 
service marks, trade dress, logos, trade names, assumed names and corporate 
names, together with all translations, adaptations, derivations and 
combinations thereof and including all goodwill associated therewith, and all 
applications, registrations and renewals in connection therewith; (iii) 
copyrightable works, all copyrights and all applications, registrations and 
renewals in connection therewith; (iv) mask works and all applications, 
registrations and renewals in connection therewith; (v) trade secrets and 
confidential business information (including ideas, research and development, 
know-how, technology, formulas, compositions, manufacturing and production 
processes and techniques, technical data, designs, drawings, specifications, 
customer and supplier lists, pricing and cost information and business and 
marketing plans and proposals); (vi) computer software (including data and 
related software program documentation in computer-readable and hard-copy 
forms); (vii) other intellectual property and proprietary rights of any kind, 
nature or description; and (viii) copies of tangible and embodiments thereof 
(in whatever form or medium).

         "IRS" - means the United States Internal Revenue Service.

         "KNOWLEDGE" or "BEST KNOWLEDGE" - an individual will be deemed to 
have "Knowledge" or "knowledge" of a particular fact or other matter if such 
individual is actually aware of such fact or other matter; provided, however, 
that Knowledge by one Shareholder of a particular fact or other matter shall 
be deemed knowledge by all of the Shareholders, and that each Shareholder 
shall be deemed to have Knowledge of all matters regarding the Company of 
which the Company's directors, officers, or any of the following employees 
have Knowledge: George M. Revering, Dean Revering, Dan Revering, Max Tite, 
William Chase, Kathy Scharf, and Cindy Foos.

         "LEASED REAL ESTATE" - has the meaning set forth in Section 3.17 
hereof.

         "LIABILITY" or "LIABILITIES" - means any and all debts, liabilities 
and/or obligations of any type, nature or description (whether known or 
unknown, asserted or unasserted, secured or unsecured, absolute or 
contingent, accrued or unaccrued, liquidated or unliquidated and whether due 
or to become due).

         "LOSS" OR "LOSSES" - has the meaning set forth in Section 9.1 of 
this Agreement.

         "MANAGEMENT FEE" - has the meaning set forth in Section 5.22(c) of 
this Agreement.


                                     6

<PAGE>

         "MATERIAL ADVERSE EFFECT" or "MATERIAL ADVERSE CHANGE"- means, in 
connection with any Person, any event, change or effect that is materially 
adverse, individually or in the aggregate, to the condition (financial or 
otherwise), properties, assets, Liabilities, revenues, income, business, 
operations, results of operations or prospects of such Person, taken as a 
whole.

         "OPERATING CONTRACTS" - has the meaning set forth in Section 3.16 of 
this Agreement.

         "ORDINARY COURSE OF BUSINESS" - means an action taken by a Person 
only if:

                  (i) such action is consistent with the past practices of such
         Person and is taken in the ordinary course of the normal day-to-day
         operations of such Person; and

                  (ii) such action is not required to be authorized by the board
         of directors of such Person (or by any Person or group of Persons
         constituting a governing body of a Person exercising similar
         authority).

         "OWNED REAL ESTATE" - has the meaning set forth in Section 3.17 
hereof.

         "PCB'S" - has the meaning set forth in Section 3.28(g) of this 
Agreement.

         "PAYMENT AGENT" - means Revering Shareholder Representative 
Corporation, a Minnesota corporation.

          "PERMITTED ENCUMBRANCES" - has the meaning set forth in Section 
3.17(d) of this Agreement.

         "PERSON" - means any individual, corporation (including any 
non-profit corporation), general, limited or limited liability partnership, 
limited liability company, joint venture, estate, trust, association, 
organization, or other entity or Governmental Body.

         "PROCEEDING" - means any suit, litigation, arbitration, hearing, 
audit, investigation or other action (whether civil, criminal, administrative 
or investigative) commenced, brought, conducted, or heard by or before, or 
otherwise involving, any Governmental Body or arbitrator.

         "PURCHASER" - has the meaning set forth in the introductory 
paragraph hereof.

         "PURCHASE PRICE" - has the meaning set forth in Section 2.2 of this 
Agreement.

         "PURCHASE PRICE ADJUSTMENTS" - has the meaning set forth in Section 
2.2 of this Agreement.

         "QUALIFIED EMPLOYEE" -  has the meaning set forth in Section 11.9(b) 
of this Agreement.

         "REAL ESTATE" - has the meaning set forth in Section 3.17(b) of this 
Agreement.

         "RELATED PERSON" - means, with respect to a particular individual,

                  (i)   each other member of such individual's Family (as 
         hereafter defined); and

                  (ii)  any Affiliate of one or more members of such 
         individual's Family.

         With respect to a specified Person other than an individual:

                  (i)   any Affiliate of such specified Person; and

                  (ii)  each Person that serves as a director, governor, 
         officer, manager, general partner, executor or trustee of such 
         specified Person (or in a similar capacity). For purposes of this


                                      7

<PAGE>

         definition, the "FAMILY" of an individual includes (i) such 
         individual, (ii) the individual's spouse, (iii) any lineal ancestor
         or lineal descendant of the individual, or (iv) a trust for the benefit
         of any of the foregoing.

         "RELEASE" -  has the meaning set forth in Section 10.2(i) of this 
Agreement.

         "RESPONSE PERIOD" - has the meaning set forth in Section 2.5(e) of 
this Agreement.

         "RETENTION AGREEMENT" has the meaning set forth in Section 11.9(b) 
of this Agreement.

         "RFC" - has the meaning set forth in the recitals to this Agreement.

         "RIGHTS" shall mean any and all outstanding subscriptions, warrants, 
options, or other arrangements or commitments obligating or which may 
obligate (with or without notice or passage of time or both) the Company to 
issue or dispose of any securities of the Company including, without 
limitation, Convertible Securities, and Debt Securities.

         "SCHEDULES" - has the meaning set forth in the introductory 
paragraph to Article 3 of this Agreement.

         "SHAREHOLDER" or "SHAREHOLDERS" - has the meaning set forth in the 
introductory paragraph hereof.

         "STOCK" - has the meaning set forth in the recitals to this 
Agreement.

         "SUPPLEMENT" - has the meaning set forth in Section 13.22 of this 
Agreement.

         "TAX" or "TAXES" - means any and all net income, gross income, gross 
revenue, gross receipts, net receipts, ad valorem, franchise, profits, 
transfer, sales, use, social security, employment, unemployment, disability, 
license, withholding, payroll, privilege, excise, value-added, severance, 
stamp, occupation, property, customs, duties, real estate and/or other taxes, 
assessments, levies, fees or charges of any kind whatsoever imposed by any 
Governmental Body, together with any interest or penalty relating thereto.

         "TAX RETURN" - means any return, declaration, report, claim for 
refund or information return or statement relating to Taxes, including 
without limitation any schedule or attachment thereto, any amendment thereof, 
and any estimated report or statement.

         "THREATENED" - a claim, Proceeding, dispute, action, or other matter 
will be deemed to have been "Threatened" if any demand or statement has been 
made in writing, or any notice has been given in writing that would lead a 
reasonably prudent Person to conclude that such a claim, Proceeding, dispute, 
action, or other matter will, with substantial certainty, be asserted, 
commenced, taken or otherwise pursued in the future; provided, however, that 
the foregoing shall not include customer billing disputes in the Ordinary 
Course of Business.

         "TRANSITION PERIOD" - has the meaning set forth in Section 11.9(a) 
of this Agreement.

         "USE" - means to appropriate any of the Company's Confidential 
Information for the benefit of oneself or any other Person other than the 
Company.

         "VALLEY" - has the meaning set forth in the recitals to this 
Agreement.

         "VALLEY EMPLOYEES" - has the meaning set forth in Section 5.22(d) of 
this Agreement.

         "VALLEY SALE" - has the meaning set forth in the recitals to this 
Agreement.


                                     8

<PAGE>

         "VALLEY SALE CLOSING DATE" - means the date on which the Valley Sale 
is consummated by a closing.

         "VALLEY SALE DOCUMENTS" - has the meaning set forth in Section 
5.22(a) of this Agreement.

         "VALLEY SALE EXPENSES" - means expenses paid or incurred by the 
Company which arise from or in connection with the Valley Sale, which 
expenses are (i) the Valley Sale Tax Holdback (ii) attorney's, accountants or 
other professional fees incurred in connection with the Valley Sale, (iii) 
sales, use or other transfer Taxes (but excluding income Taxes) incurred 
solely as a result of the Valley Sale, (iv) fees of financial advisors in 
connection with the Valley Sale, which includes one-half of the fee paid to 
Dain Bosworth, and (v) any other direct, out of pocket expenses. Valley Sale 
Expenses shall not include costs related to the use of Company or Valley 
facilities and equipment and the time expended by executives and other 
employees of the Company or Valley in connection with the Valley Sale.

         "VALLEY SALE NET PROCEEDS" - means the Valley Sale Proceeds, less 
(i) Valley Sale Expenses, (ii) amounts paid by the Company with Valley Sale 
Proceeds for: (a) reduction of long term debt to the Bank and (b) reduction 
of debt to any Shareholder, (iii) any amount paid by the Company prior to the 
Closing of the Deferred Compensation Amount, and (iv) any portion of the 
Indemnification Holdback (as defined by the Valley Sale Stock Purchase 
Agreement) that is not directly transferred to the Company.

         "VALLEY SALE PROCEEDS" - means the "Purchase Price" (as defined in 
the Valley Sale Stock Purchase Agreement) (a) increased or decreased by the 
final adjustment specified in Sections 2.2(b) and 2.8 of the Valley Sale 
Stock Purchase Agreement, if any, without reduction for the "Indemnification 
Holdback" (as defined in the Valley Sale Stock Purchase Agreement) and the 
Valley Sale Tax Holdback.

         "VALLEY SALE STOCK PURCHASE AGREEMENT" - means the September 1, 1998 
Stock Purchase Agreement between Valley and Park Region Mutual Telephone 
Company.

         "VALLEY SALE TAX HOLDBACK" - means the "Tax Holdback," as defined in 
the Valley Sale Stock Purchase Agreement.

         "WORKING CAPITAL ADJUSTMENT" - has the meaning set forth in Section 
2.2(e) of this Agreement.

               ARTICLE 2: PURCHASE OF STOCK; PURCHASE PRICE

         2.1   PURCHASE AND SALE OF STOCK. In reliance upon the 
representations, warranties and covenants contained in this Agreement on the 
Date of Closing, Purchaser agrees to purchase the Stock from the 
Shareholders, and the Shareholders agree to sell, assign, transfer and 
deliver the Stock to Purchaser on the terms and conditions set forth in this 
Agreement.

         2.2   PURCHASE PRICE. The purchase price for the Stock (the 
"Purchase Price") shall be the aggregate of Eleven Million Nine Hundred 
Thousand and 00/100 Dollars ($11,900,000) plus or minus, as indicated, the 
sum of the following adjustments (collectively, the "Purchase Price 
Adjustments").

              (a) less sixty percent (60%) of the Employee Retention Amount
         set forth in Schedule 11.9 hereof, plus sixty percent (60%) of any
         Employee Retention Amount not paid by the Company to Qualified
         Employees that, in accordance with Section 11.9 hereof, shall be
         remitted to the Shareholders.

              (b) less sixty percent (60%) of any Deferred Compensation
         Amount that is payable by the Company after the Date of Closing and is
         set forth on the Closing Balance Sheet. No later than five (5) business
         days prior to the Date of Closing, Shareholder shall provide Purchaser
         with SCHEDULE 2.2(b) hereof, which Schedule shall set forth the
         Deferred Compensation Amount, itemized to show the estimated (or
         actual, if available) amount owing to each recipient of a Deferred
         Compensation Amount.


                                     9

<PAGE>

              (c) less principal payments, if any, made on debt owed by the
         Company or RFC to St. Paul Bank for Cooperatives (the "Bank") after
         January 1, 1998 and prior to or at Closing, except for (i) regularly
         scheduled principal payments during such period, and (ii) unscheduled
         (or accelerated) principal payments made from sale proceeds of the
         Company's Glacial DBS sale transaction or from Valley Sale Proceeds.

              (d) less the amount of all long term debt and long term
         liabilities shown on the Closing Balance Sheet after any payment to the
         Bank pursuant to Section 2.2(c) of this Agreement (the "Long Term
         Obligations"). The estimated amount of the Long Term Obligations shall
         be jointly agreed upon between Shareholders and Purchaser in good faith
         prior to the Closing, and the amount of the Long Term Obligations
         determined shall be withheld from the amount payable at Closing and
         reconciled after the Date of Closing in accordance with Section 2.5
         hereof.

              (e) less the amount, if any, by which current liabilities exceed
         current assets on the Closing Balance Sheet (the "Working Capital
         Adjustment"). The composition of, and adjustments required under this
         Agreement to, current assets and current liabilities for purposes of
         preparation of the Closing Balance Sheet is set forth in Section 2.5
         hereof. The estimated amount of the Working Capital Adjustment shall
         be jointly agreed upon between Shareholders and Purchaser in good faith
         prior to the Closing and the estimated Working Capital Adjustment so
         determined shall be withheld from the amount payable to Shareholders
         at Closing and reconciled after the Date of Closing in accordance with
         Section 2.5 hereof.

              (f) plus the Valley Sale Net Proceeds. The estimated amount of the
         Valley Net Proceeds shall be jointly agreed upon between the
         Shareholders and Purchaser in good faith prior to the Closing, and the
         amount of the Valley Sale Net Proceeds so determined will be added to
         the amount payable at Closing and reconciled after Date of Closing in
         accordance with Section 2.5 hereof.

              (g) plus $33,897, but only if the escrow from the Glacial DBS sale
         has not been paid to the Company at or prior to the Date of Closing.

              (h) less the Company Income Tax Liability. The estimated amount of
         the Company Income Tax Liability shall be jointly agreed upon between
         Shareholders and Purchaser in good faith prior to the Closing and the
         estimated Company Income Tax Liability so determined shall be withheld
         from the amount payable to Shareholders at Closing and reconciled after
         the Date of Closing in accordance with Section 2.5 hereof.

              (i) plus the amount, if any, of any refund of any income Taxes
         prepaid by the Company to which the Company is entitled with respect to
         the Company's combined state and federal income Taxes for the 1998 Tax 
         year and the stub period ending on the Date of Closing, except any such
         refund received by the Company at or prior to the Closing.

              (j) plus the excess portion, if any, of the Valley Sale Tax 
         Holdback disbursed to the Company in accordance with the Valley Sale
         Stock Purchase Agreement.

         2.3 PAYMENT OF PURCHASE PRICE ON THE DATE OF CLOSING. The Purchase
Price to be paid on the Date of Closing shall be $11,900,000 plus or minus, as
applicable, the sum of (a) a reduction for the Employee Retention Amount
described in Section 2.2(a), (b) a reduction, if any, for the Deferred
Compensation Amount set forth in Section 2.2(b), (c) a reduction ,if any, for
the principal payments (subject to exceptions) set forth in Section 2.2(c), (d)
a reduction, if any, for the Long Term Obligations estimated in accordance with
Section 2.2(d), (e) a reduction, if any, for the estimate by which current
liabilities exceed current assets on the Closing Balance Sheet in accordance
with Section 2.2(e) and computed in accordance with Section 2.5, (f) an increase
for the amount, if any, of the Valley Sale Net Proceeds estimated in accordance
with Section 2.2(f), (g) an increase for the amount, if any, required to be paid
in accordance with Section 2.2(g), and (h) a reduction, if any, of the Company
Income Tax Liability estimated in accordance with Section 2.2(h). The Purchase
Price Adjustment set forth in Section 2.2(i) shall be paid by Purchaser causing
the Company to transfer to the Payment Agent the Tax refund, if any, specified
in said Section 2.2(i). Upon the Closing, the Company shall be deemed, without
the requirement of further documentation, to have assigned said Tax refund to
the Shareholders. The Purchase Price Adjustment set forth in Section 2.2(j)
shall, immediately at the time of disbursement, be paid by Purchaser to the
Payment Agent. The Purchase Price shall be paid directly to the Payment Agent
and shall be for all purposes deemed payment to the Shareholders. All payments
to the Shareholders pursuant to this

                                     10

<PAGE>

Agreement shall be made by certified or bank cashier's check, or by wire 
transfer of immediately available funds to accounts designated by the Payment 
Agent.

         2.4   PAYMENTS OF PURCHASE PRICE AFTER THE DATE OF CLOSING. The 
Purchase Price Adjustment set forth in Section 2.2(i) shall be paid by 
Purchaser causing the Company to transfer to the Payment Agent the Tax 
refund, if any, specified in said Section 2.2(i). Upon the Closing, the 
Company shall be deemed, without the requirement of further documentation, to 
have assigned said Tax refund to the Shareholders. The Purchase Price 
Adjustment set forth in Section 2.2(j) shall, immediately at the time of 
disbursement, be paid by Purchaser to the Payment Agent. The Purchase Price 
shall be paid directly to the Payment Agent and shall be for all purposes 
deemed payment to the Shareholders. All payments to the Shareholders pursuant 
to this Agreement shall be made by certified or bank cashier's check, or by 
wire transfer of immediately available funds to accounts designated by the 
Payment Agent.

         2.5   DETERMINATION OF PURCHASE PRICE ADJUSTMENTS; CLOSING BALANCE 
SHEET; FINAL PAYMENT.

              (a) Promptly following the Date of Closing (but in any event
         within ninety (90) days after the Date of Closing), the Shareholders
         shall cause to be prepared and delivered to the Purchaser a
         certification (the "Closing Certificate") prepared by an auditor (the
         "Auditor") selected by the Shareholders in their sole discretion. The
         Closing Certificate shall include:
                                            (i)      A closing balance sheet
                  (the "Closing Balance Sheet") prepared in accordance with
                  Section 2.5(b) of this Agreement;
                                            (ii)     The following itemized
                  calculations and reconciliations of estimated Purchase Price
                  Adjustments:
                                    (1)    The amount, if any, estimated and
                           deducted from the Purchase Price paid on the Date of
                           Closing for Long Term Obligations shall be subtracted
                           from the actual Long Term Obligations existing on the
                           Date of Closing. If the amount of the actual Long
                           Term Obligations existing on the Date of Closing (i)
                           exceeds the estimated amount, the Purchase Price is
                           reduced and such amount shall be an amount due to
                           Purchaser, or (ii) is less than the estimated amount,
                           the Purchase Price is increased and such amount shall
                           be an amount due to the Shareholders.
                                    (2)    The amount, if any, estimated and
                           deducted from the Purchase Price, by which current
                           liabilities exceed current assets on the Date of
                           Closing shall be subtracted from the actual amount by
                           which current liabilities exceed current assets on
                           the Closing Balance Sheet. If the actual amount of
                           such excess current liabilities over current assets
                           (i) exceeds the estimated amount, the Purchase Price
                           is reduced and such amount shall be an amount due to
                           Purchaser, or (ii) is less than or equal to the
                           estimated amount, the Purchase Price shall be
                           increased (but not if the estimated amount was $0 on
                           the Date of Closing) and such amount shall be an
                           amount due to the Shareholders.
                                    (3)   The amount, if any, estimated and by
                           which the Purchase Price was increased for the Valley
                           Net Sale Proceeds shall be subtracted from the actual
                           Valley Net Sale Proceeds computed by the Auditors 
                           (for which an itemized calculation shall be made by 
                           the Auditors as a schedule to the Closing 
                           Certificate).  If the amount of the actual Valley Net
                           Sale Proceeds (i) exceeds the estimated amount, the
                           Purchase Price is increased and such amount shall be
                           an amount due to the Shareholders, or (ii) is less
                           than the estimated amount, the Purchase Price is
                           reduced and such amount shall be an amount due to
                           Purchaser.
                                     (4)  The amount, if any, estimated and
                           deducted from the Purchase Price paid on the Date of
                           Closing for the Company Income Tax Liability shall
                           be subtracted from the actual Company Income Tax
                           Liability computed by the Auditors (for which an 
                           itemized calculation shall be made by the Auditors
                           as a schedule to the Closing Certificate).  If the
                           amount of the actual Company Income Tax Liability 
                           (i) exceeds the estimated amount, the Purchase Price
                           is reduced and such amount shall be an amount due to
                           the Purchaser or (ii) is less


                                     11

<PAGE>

                           than the estimated amount, the Purchase Price shall 
                           be increased and such amount shall be an amount due
                           to the Shareholders.
                           (iii)    The foregoing increases or decreases to the
                  Purchase Price shall be summarized and computed in the
                  aggregate as either an amount (i) due to Purchaser, or (ii)
                  due to the Shareholders, with interest thereon computed in
                  accordance with Section 2.5(g)

                           (iv)     Copies of all supplementary documents, work
                  papers, and other data relating to the Closing Certificate;
                  and
                            (v)     Such other supplementary evidence as 
                  Purchaser may require either prior to or after delivery of the
                  Closing Certificate.

                  (b) In connection with the preparation of the Closing Balance
         Sheet and all other matters arising under the Closing Certificate,
         Purchaser shall afford the Shareholders and their representatives
         complete access to the books, records, personnel and facilities of or
         pertaining to the Company to permit the Auditor to review such
         information as is necessary or desirable to prepare the Closing Balance
         Sheet and all other statements arising under the Closing Certificate.

                  (c) The itemized calculations required by Section 2.5(a)(ii)
         shall be presented and calculated in accordance with EXHIBIT B-2
         hereto.
                  (d) The Closing Balance Sheet shall consist of the opinion of
         the Auditor, substantially in the form of Exhibit B-1 hereto, based on
         an audit of the balance sheet of the Company as of the close of
         business on the Date of Closing in accordance with GAAP consistently
         applied by the Company (including any change in accounting methods or
         principles disclosed in any Schedule or Supplement) and without giving
         effect to the consummation of the transactions contemplated hereby. The
         Auditor's statement on the Closing Balance Sheet shall be unqualified,
         except for the modifications to GAAP mandated by this Agreement for the
         proper presentation and calculation of the matters required to be
         included with and in the Closing Certificate. The expense of the
         preparation of the Closing Balance Sheet by the auditor shall be borne
         by the Shareholders. The parties hereby acknowledge and agree that,
         regardless of whether it is otherwise required by GAAP, or whether it
         is inconsistent with the past accounting practices of the Company, the
         Closing Balance Sheet shall not contain accruals for the expenses
         associated with the preparation of the Closing Balance Sheet.
                  In furtherance of the foregoing, the Closing Balance Sheet
         prepared by the Auditor shall be adjusted to reflect the following
         adjustments to and/or departures from GAAP (as GAAP is applied in a
         manner consistent with the Company's past accounting practices):
                           (i)    All intercompany eliminations and adjustments
                  shall be made by the debiting or crediting the intercompany
                  account and debiting or crediting the corresponding
                  intercompany account.
                           (ii)   Any amount payable to any Shareholder shall be
                  eliminated with a debit to the applicable liability account(s)
                  and a credit to the retained earnings.
                           (iii)  Any amount payable to the Bank shall be
                  eliminated by a debit to the applicable liability account(s)
                  and a credit to retained earnings.
                           (iv)   Any amount payable as a Deferred Compensation
                  Account shall be eliminated by a debit to the applicable
                  liability account(s) and a credit to retained earnings.
                           (v)    The Indemnification Holdback (as defined in
                  the Valley Sale Stock Purchase Agreement) shall be eliminated
                  as an asset by a credit to the Indemnification Holdback
                  amount and a debit to retained earnings.
                           (vi)   An amount for accrued bonuses payable in 1999
                  for 1998 (if any),vacation pay and sick pay, if not already
                  accrued on the Closing Balance Sheet, shall be accrued by a
                  debit to retained earnings and a credit to the applicable
                  current liability account(s) in the amount(s) as specified
                  in SCHEDULE 3.20.
                           (vii)  Any amount for prepaid income Taxes shall be
                  eliminated as an asset by a credit to the applicable current
                  asset account and a debit to retained earnings.


                                       12

<PAGE>

                           (viii)   Any amount for accrued income Taxes shall be
                  eliminated as a liability by a debit to the accrued income
                  Taxes account and a credit to retained earnings.
                           (ix)     Any amount for the Valley Sale Tax Holdback
                  shall be eliminated as an asset by a credit to the Valley Sale
                  Tax Holdback amount and a debit to retained earnings.
                           (x)      Any amount deducted from the Purchase Price
                  pursuant to Section 2.2(c) shall be adjusted by a debit to 
                  cash and a credit to retained earnings.

                  (e)       If Purchaser concludes that any matter reported in 
         the Closing Certificate is not accurate, Purchaser shall, within thirty
         (30) days after their receipt of the Closing Certificate (the "Response
         Period"), deliver to the Shareholders a written statement setting forth
         a specific description of each of its objections and each of any
         discrepancies believed to exist. If no notice of any objections or
         discrepancies is given within the Response Period, then the
         calculations set forth in the Closing Certificate shall be controlling
         for all purposes of this Agreement, and Purchaser or the Shareholders,
         as the case may be, shall pay the other the amount which they are
         obligated to pay in accordance with the Closing Certificate pursuant to
         SECTION 2.5 (G) below.

                  (f)       Purchaser and the Shareholders shall use good faith
         efforts to jointly resolve the properly noticed objections and
         discrepancies within fifteen (15) days of the receipt of the written
         statement of objections and discrepancies, which resolution, if
         achieved, shall be fully and completely binding upon all parties to
         this Agreement and not subject to further review, appeal, or dispute.
         If Purchaser and the Shareholders are unable to resolve the objections
         and discrepancies to their mutual satisfaction within such fifteen (15)
         day period, then the matter shall be submitted to a mutually acceptable
         accounting firm of national reputation with experience in the cellular
         radio telephone industry (the "Independent Accountants"). In submitting
         a dispute to the Independent Accountants, each of the parties shall
         concurrently furnish, at its own expense, to the Independent
         Accountants and the other party such documents and information as the
         Independent Accountants may request. Each party may also furnish to the
         Independent Accountants such other information and documents as it
         deems relevant, with the appropriate copies and notification being
         concurrently given to the other party. Neither party shall have or
         conduct any communication, either written or oral, with the Independent
         Accountants without the other party either being present or receiving a
         concurrent copy of any written communication. The Independent
         Accountants may conduct a conference concerning the objections and
         disagreements between the Shareholders and Purchaser, at which
         conference each party shall have the right to (i) present its
         documents, materials and other evidence (previously provided to the
         Independent Accountants and the other party) and (ii) to have present
         its or their advisors, accountants and/or counsel. The Independent
         Accountants shall promptly (but not to exceed thirty (30) days from the
         date of engagement of the Independent Accountants) render a decision on
         the issues presented, and such decision shall be final and binding on
         the parties.

                  (g)       Within five (5) days of the earlier to occur of
         (i) any failure to object to the Closing Certificate within the 
         Response Period, or (ii) receipt of the Independent Accountant's 
         decision with respect to such dispute, if Purchaser is deemed to owe
         an amount to the Shareholders, Purchaser shall pay such amount to the
         Shareholders, and if the Shareholders are determined to owe an amount
         to Purchaser, the Shareholders shall pay such amount to Purchaser. All
         amounts owed by Purchaser or the Shareholders to the other in
         accordance with this SECTION 2.5 shall be paid by certified or bank
         cashier's check or by wire transfer of immediately available funds with
         interest computed thereon from the Date of Closing at the prime rate
         charged on the date the payment becomes due by US Bank National
         Association, Minneapolis, Minnesota.

         ARTICLE 3:  REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS

         As an inducement to Purchaser to enter into this Agreement and to
consummate the transactions contemplated hereby, Shareholders represent and
warrant to Purchaser that each and all of the following (as modified by the
Schedules to this Agreement (the "Schedules") and any Supplement delivered by
Seller


                                     13

<PAGE>

pursuant to Section 13.22 of this Agreement) are true and correct as of the 
date of this Agreement and will be true and correct as of the Date of Closing:

         3.1 DUE INCORPORATION. The Company and RFC are corporations duly 
organized, validly existing and in good standing under the laws of the State 
of Minnesota. The Company has all requisite power and authority, corporate 
and otherwise, to own, operate and lease its properties and assets and to 
conduct the Business as it is now being conducted. The Company and RFC are 
duly qualified to transact business as a foreign corporation and are in good 
standing under the laws of every state or jurisdiction in which the nature of 
their activities or of their properties owned, leased or operated makes such 
qualification necessary and in which the failure to be so qualified could 
reasonably be expected to have a Material Adverse Effect on the Company or 
RFC.

         3.2 CAPITALIZATION. The authorized capital stock of the Company 
consists solely of 20,000 shares of Class A Common Voting Stock, $.01 par 
value per share, 1,980,000 shares of Class B Common Nonvoting Stock, $.01 par 
value per share, of which 10,000 shares of Class A Common Voting Stock and 
990,000 shares of Class B Common Nonvoting Stock are issued and outstanding 
on the date hereof and owned beneficially and of record as indicated in 
EXHIBIT A, free and clear of all liens and encumbrances. Nothing in this 
Agreement shall prevent the Shareholders from gifting the Stock among 
themselves in accordance with an annual gifting program. None of the Stock 
has been issued in violation of the rights of any Person. Except as set forth 
on SCHEDULE 3.2 hereto, as of the date hereof, (i) there are no Convertible 
Securities or Debt Securities outstanding; (ii) there are no Rights 
outstanding; and (iii) there are no shareholder agreements or other 
agreements, understandings or commitments relating to the rights of the 
Shareholders to vote or dispose of the Stock.

         3.3 DUE AUTHORIZATION. The execution, delivery and performance of 
this Agreement, including the documents, instruments and agreements to be 
executed and/or delivered by the Shareholders pursuant to this Agreement, and 
the consummation of the transactions contemplated hereby and thereby have 
been duly and validly authorized by all necessary action on the part of the 
Shareholders. This Agreement and the documents, instruments and agreements to 
be executed and/or delivered by the Shareholders pursuant to this Agreement 
have been or will be on or before the Date of Closing duly and validly 
authorized, executed and delivered by the Shareholders and the obligations of 
the Shareholders hereunder and thereunder are or will be upon such execution 
and delivery valid, legally binding and enforceable against Shareholders in 
accordance with their respective terms, except as such enforcement may be 
limited by applicable bankruptcy, reorganization, insolvency, moratorium or 
other similar laws presently or hereafter in effect affecting the enforcement 
of creditors' rights generally and by general principles of equity 
(regardless of whether such enforceability is considered in a proceeding at 
law or in equity), including, among others, limitations on the availability 
of equitable remedies.

         3.4 NO BREACH. The Shareholders have full power and authority to 
sell, assign, transfer, convey and deliver to Purchaser the Stock to be sold 
hereunder and to otherwise perform their respective obligations under this 
Agreement and the documents, instruments and agreements to be executed and/or 
delivered by the Shareholders pursuant hereto. The execution and delivery of 
this Agreement, including the documents, instruments and agreements to be 
executed and/or delivered by the Shareholders pursuant to this Agreement, and 
the consummation of the transactions contemplated hereby and thereby will 
not: (i) violate any provision of the Articles of Incorporation or Bylaws (or 
comparable governing documents or instruments) of the Company; (ii) violate 
any Applicable Laws or Injunction applicable to the Company or any 
Shareholder; (iii) except as provided in SCHEDULE 3.4 hereto, require any 
filing with, permit from, authorization, consent or approval of, or the 
giving of any notice to, any Person; (iv) except as provided in SCHEDULE 3.4 
hereto, result in a violation or breach of, or constitute (with or without 
due notice or lapse of time or both) a default (or give another party any 
rights of termination, cancellation or acceleration) under any of the terms, 
conditions or provisions of any note, bond, mortgage, indenture, license, 
franchise, permit (including, but not limited to, any permits, approvals or 
authorizations of the FCC or any other Governmental Body), lease or other 
Contract to which the Company and/or any Shareholder is a party, or by which 
they or any of their properties or assets may be bound; or (v) result in the 
creation or imposition of any Encumbrance on any of the properties or assets 
of the Company or any Shareholder.

                                     14

<PAGE>

         3.5   CLEAR TITLE. Except as otherwise set forth on SCHEDULE 3.5 
hereto, on the Date of Closing, the Company and RFC will hold good, valid and 
marketable title to all of their non-Real Estate properties and assets and a 
valid leasehold interest in all Leased Real Estate and all leased non-Real 
Estate properties and assets. Such properties and assets and leasehold 
interests are free and clear of any and all Encumbrances of any kind, nature 
and description whatsoever.

         3.6   CONDITION OF ASSETS. Except as set forth in SCHEDULE 3.6 hereto, 
all of the Company's and RFC's properties and assets (i) have in all material 
respects been properly maintained, (ii) are in all material respects in good 
operation condition and repair, subject only to ordinary wear and tear, (iii) 
are usable and fit for their intended purpose, and (iv) are all the assets 
used to operate the Company's Business as currently conducted.

         3.7   LITIGATION.  Except as described in SCHEDULE 3.7 hereto, 
there is no pending Proceeding:


               (a) that has been commenced by or served upon the Company or
         RFC, or of which the Company or RFC have Knowledge (other than any
         Proceeding which generally affects the business of all Persons
         conducting business similar to the Company or RFC and in which Company
         or RFC is not a named defendant); or

               (b) to the Company's or RFC's Knowledge, that challenges, or
         that will have, without substantial certainty, the effect of
         preventing, delaying, making illegal, or otherwise interfering with,
         any of the transactions contemplated hereby.

To the Knowledge of the Shareholders, no such Proceeding has been Threatened. 
Except as provided in SCHEDULE 3.7 hereto, to Shareholders' Knowledge, the 
Company and RFC are not parties to or subject to the provisions of any 
Injunction which could, individually or in the aggregate, reasonably be 
expected to have a Material Adverse Effect on the Company or RFC or impair 
the ability of the Shareholders to consummate the transactions contemplated 
hereby.

         3.8   LABOR MATTERS. The Company and RFC have never been a party to 
any collective bargaining agreement or other labor Contract. There has never 
been, and there is not presently pending or existing, and to the 
Shareholders' Knowledge there is not Threatened, (i) any strike, slowdown, 
walkout, picketing, work stoppage, labor arbitration or other Proceeding in 
respect of the grievance of any employee, (ii) any application or complaint 
filed by any employee or union with the National Labor Relations Board, or 
any comparable Governmental Body, (iii) any organizational activity or other 
labor dispute against or affecting the Company or RFC, and no application for 
certification of a collective bargaining agreement is pending or, to the 
Shareholders' Knowledge, is Threatened. There is no lockout of any employees 
by the Company and no such action is contemplated by the Company or RFC. 
Except as set forth in SCHEDULE 3.8 hereto, there is no allegation, charge, 
complaint or Proceeding pending or, to Shareholders' Knowledge, Threatened by 
any Person against the Company or RFC or any of their current or former 
officers, directors or employees relating to employment, equal employment 
opportunity, discrimination, harassment, wrongful discharge, unfair labor 
practices, immigration, wages, hours, benefits, collective bargaining, the 
payment of social security or similar taxes, occupational safety and health 
or plant closing.

         3.9   TAXES. The Company, as RGI Group, Inc., has filed consolidated 
federal income taxes which included Valley, RFC and Glacial DBS 
(collectively, the "Consolidated Tax Entities").

               (a) GENERAL TAX MATTERS. Except as set forth in Schedule 3.9,
         with respect to the Company, (a) all Tax Returns and all similar
         filings required to be filed before the Date of Closing by the Company
         with respect to any Taxes have been timely filed with the appropriate
         Governmental Body in all jurisdictions in which such Tax Returns are
         required to be filed, all such Tax Returns correctly reflect the
         Liability of the Company for Taxes for the periods, properties or
         events covered thereby, and are correct and complete in all material
         respects; (b) all Taxes shown as payable on the Tax Returns filed by
         the Company prior to the Date of Closing, all Taxes due and payable by
         the Company prior to the Date of Closing (whether or not shown on any
         Tax Return) and all Taxes accruable with respect to events occurring
         prior to the Date of Closing,

                                     15

<PAGE>

         whether disputed or not, will either have been paid in full prior to
         the Date of Closing, or an adequate accrual in accordance with GAAP
         will be provided with respect thereto on the Closing Balance Sheet
         including, but not limited to, any and all taxes relating to the
         Valley Sale; (c) no deficiency in respect of any Taxes which has
         been assessed against the Company remains unpaid and there are no
         unassessed Tax deficiencies or any audits or to the Shareholders'
         Knowledge investigations pending Threatened against the Company with
         respect to any Taxes; (d) there is in effect no extension for the 
         filing of any Tax Return and the Company has not extended or waived
         the application of any statute of limitations of any jurisdiction 
         regarding the assessment or collection of any Taxes; (e) no claim
         has ever been made by any tax authority in a jurisdiction in
         which the Company does not file Tax Returns that the Company is or
         may be subject to taxation by that jurisdiction; (f) there are no
         Encumbrances for Taxes upon any asset of the Company except for
         Encumbrances for current Taxes not yet due and payable; (g) to the
         Shareholders' Knowledge no issues have been raised in any examination
         by any Tax authority with respect to the Company which, by application
         of similar principles, could with substantial certainty be expected to
         result in a proposed deficiency for any other period not so examined;
         (h) the Company is not a party to any Tax allocation or sharing
         agreement or otherwise under any obligation to indemnify any Person
         with respect to any Taxes, except for an unwritten arrangement among
         the Consolidated Tax Entities; (i) there are no requests for rulings in
         respect of any Taxes pending between the Company and any Tax authority;
         and (j) the Company has timely made all deposits required by law to be
         made with respect to sales and use Taxes and employees' withholding and
         other employment Taxes.

                (b) DISPUTED CLAIMS AND TAX RETURNS. SCHEDULE 3.9 lists all
         material disputes or claims concerning any Tax Liability of the Company
         claimed or raised by any authority as to which any Shareholder has
         Knowledge. SCHEDULE 3.9 lists all federal, state, local, and foreign
         income Tax Returns filed with respect to the Company for taxable
         periods ended on or after December 31, 1995; indicates those Tax
         Returns that have been audited; and indicates those Tax Returns that
         currently are the subject of audit; and includes a list of all federal
         income Tax Returns, examination reports, and statements of deficiencies
         assessed against or agreed to by the Company since January 1, 1993,
         each of which has been provided to Purchaser.

                (c) S CORPORATION STATUS. None of the Consolidated Tax
         Entities have ever been a validly electing S corporation within the
         meaning of Sections 1361 and 1362 of the Code.

         3.10   EMPLOYEE BENEFITS.

                (a) BENEFIT PLANS. Except as described in SCHEDULE 3.10
         hereto, the Company does not maintain or contribute to any Benefit
         Plans. Without limiting the generality of the foregoing provision of
         this Section, except as described in SCHEDULE 3.10 hereto, there are no
         pension plans, welfare plans or employee benefit plans qualified under
         Section 401(a) of the Code to which the Company is required to
         contribute. Except for the Deferred Compensation Agreements, and as
         described in SCHEDULE 3.10 hereto, the Company does not and will not
         have any unfunded Liability for services rendered prior to the Date of
         Closing under any Benefit Plans. The Company is not in any material
         default under any Benefit Plan. Except as set forth in Schedule 3.10,
         neither the Company, nor any entity now or formerly part of a
         controlled group with the Company, within the meaning of Section
         412(c)(11)(B)(ii) of the Code, maintains or has ever maintained a
         "defined benefit plan," as defined in Section 3(35) of ERISA, that is
         subject to Section 412 of the Code and Section 302 of ERISA. Except as
         set forth in SCHEDULE 3.10 hereto, neither the Company nor any of its
         "subsidiaries" contributes to or has any Liability (including but not
         limited to withdrawal Liability) with respect to any multi-employer
         plan (as defined in Section 4064(a) of ERISA or Section 4001(a)(3) of
         ERISA). Other than claims for benefits in ordinary course, there are no
         actions, suits, disputes, arbitrations or other material claims pending
         or, to Shareholders' Knowledge, Threatened with respect to any Benefit
         Plan. For purposes of this Section, "subsidiaries" shall include all
         corporations and all trades or businesses (whether or not incorporated)
         which may be liable for any income tax, loss of tax deduction, excise
         taxes,

                                     16

<PAGE>

         penalties or other similar consequences under ERISA (as hereinafter
         defined) or under the Code by reason of its ownership affiliation
         with the Company.

                (b) OTHER PLANS. The Shareholders and the Company have made
         available to the Purchaser information relating to deferred
         compensation, incentive compensation and other fringe benefit plans, if
         any, sponsored or maintained by the Company. Except for (i) the
         Deferred Compensation Agreements, (ii) the Retention Agreements, (iii)
         as pursuant to the Benefit Plans or (iv) as otherwise set forth in
         SCHEDULE 3.10, there are no present or former employees of the Company
         who are entitled to (i) any pensions or other benefits to be paid after
         termination of employment, including termination on account of
         disability (except as otherwise required under Section 601 of ERISA) or
         (ii) deferred compensation payments.

                (c) DOCUMENTS. The Shareholders have made available to the
         Purchaser the following documents, as they may have been amended to the
         date hereof, embodying or relating to each Benefit Plan listed in
         SCHEDULE 3.10 hereto: (i) all written plan documents for each such
         Benefit Plan, including all amendments to each such Benefit Plan, any
         related trust agreements, group annuity contracts, insurance policies
         or other funding agreements or arrangements; (ii) the most recent
         determination letter received from the Internal Revenue Service, if
         any, as to the qualified status of any such Benefit Plan under Section
         401(a) of the Code; (iii) the current summary plan description, if any,
         for each such Benefit Plan; and (iv) the most recent annual
         return/report on form 5500, 5500-C or 5500-R, if any, for each such
         Benefit Plan.

                (d) PROHIBITED TRANSACTIONS. The Company has not, nor, to the
         Shareholders' Knowledge, has any other "disqualified person" or "party
         in interest", as defined in Section 4975(e)(2) of the Code and Section
         3(14) of ERISA, respectively, engaged in a "prohibited transaction," as
         such term is defined in Section 4975 of the Code and Section 406 of
         ERISA, with respect to any Benefit Plan listed on SCHEDULE 3.10 hereto
         subject to ERISA, which could reasonably be expected to subject the
         Company to a material tax or penalty on prohibited transactions imposed
         by either Section 502(i) of ERISA or Section 4975 of the Code. The
         execution and delivery by the Shareholders of this Agreement and the
         consummation of the transactions contemplated hereby will not (i)
         involve any prohibited transaction within the meaning of Section 406 of
         ERISA or Section 4975 of the Code with respect to any Benefit Plan
         listed on SCHEDULE 3.10 hereto, or (ii) accelerate the payment of any
         benefits under any Benefit Plan listed on SCHEDULE 3.10 hereto.

                (e) FIDUCIARY DUTY. Neither the Company, nor, to Shareholders'
         Knowledge, any other fiduciary of any Benefit Plan listed on SCHEDULE
         3.10 hereto engaged in any transaction with respect to such Benefit
         Plan or failed to act in a manner with respect to such Benefit Plan
         which could reasonably be expected to subject the Company to any
         material Liability for a breach of fiduciary duty under ERISA or any
         other applicable law.

                (f) COBRA. The Company has complied in all material respects
         with the coverage continuation requirements of Sections 601 through 609
         of ERISA, Section 5980B of the Code, and the requirements of any
         similar state law regarding continued insurance coverage, and the
         Company has incurred no material Liability with respect to its failure
         to offer or provide continued coverage in accordance with the foregoing
         requirements, nor is there any suit pending, or to the Shareholders'
         Knowledge, Threatened, with respect to such requirements.

                (g) TRIGGERING OF OBLIGATION AND OTHER BINDING COMMITMENTS.
         Except for the claims arising under the Deferred Compensation
         Agreements, the Retention Agreements, or as set forth in SCHEDULE 3.10,
         the consummation of the transactions described in this Agreement, in
         and of themselves, will not entitle any current or former employee of
         the Company to severance pay, unemployment compensation or any other
         payment, or accelerate the time of payment or vesting, or increase the
         amount of compensation due to any such employee or former employee.

         3.11  [THIS SECTION INTENTIONALLY OMITTED]


                                     17

<PAGE>

         3.12  FINANCIAL STATEMENTS. The Shareholders have caused the Company 
to furnish true and correct copies of the financial statements identified in 
SCHEDULE 3.12 hereto to Purchaser. All of said financial statements, 
including any notes thereto, are true and correct in all material respects 
and fairly present the financial position and condition of the Company as of 
their respective dates and the results of its operations for the periods 
covered in accordance with GAAP applied by the Company on a consistent basis 
throughout the periods covered thereby and on a basis consistent with that of 
prior years and periods; provided, however, that any interim financial 
statements listed on such Schedule may not include a statement of cash flows, 
are subject to year-end adjustments and lack footnotes and other required 
presentation items. Except for Liabilities (i) reflected or reserved against 
in the balance sheet (the "Balance Sheet") of the Company as of December 31, 
1997 (the "Balance Sheet Date") or in the notes thereto, (ii) incurred in the 
Ordinary Course of Business since the Balance Sheet Date (none of which 
resulted from, arose out of, is related to, or was caused by any breach of 
Contract, breach of warranty, tort, infringement or violation of Applicable 
Laws), (iii) arising under Contracts to which the Company is a party, and/or 
(iv) described on SCHEDULE 3.12 hereto, the Company does not have any 
Liabilities which, individually or in the aggregate, would have a Material 
Adverse Effect on the Company. The reserves for doubtful accounts reflected 
in the Balance Sheet are adequate and have been calculated consistent with 
past practice.

         3.13  ABSENCE OF CERTAIN DEVELOPMENTS. Except for the transactions 
contemplated by this Agreement, the Valley Sale, or as otherwise set forth on 
SCHEDULE 3.13 hereto, since the Balance Sheet Date, the Company has conducted 
the Business only in the Ordinary Course of Business and has not:

               (a) Except for the Valley Sale, the transfer to George M.
         Revering set forth in Section 5.8 hereof, and the Company's transfer of
         its interest in Switch 2000, LLC, sold, leased, assigned or otherwise
         transferred any material properties or assets, or disposed of or
         permitted to lapse any rights in Intellectual Property owned or used by
         the Company, other than in the Ordinary Course of Business, or
         organized any new business entity or acquired any equity securities,
         assets, properties, or business of any Person or any equity or
         ownership interest in any business or merged with or into or
         consolidated with any other Person;

               (b) Suffered, sustained or incurred any material loss or
         waived or released any material right or claim, whether or not in the
         Ordinary Course of Business;

               (c) Suffered, sustained or incurred any material damage,
         destruction or casualty loss to any material properties or assets,
         whether or not covered by insurance;

               (d) Except for the early payment of its Debt Instruments,
         engaged in any transaction not in the Ordinary Course of Business;

               (e) Except for cellular phones purchased for lease to
         customers, made any capital expenditure (or series of related capital
         expenditures) exceeding $10,000;

               (f) Subjected any of its properties or assets to any Encumbrance,
         whether or not in the Ordinary Course of Business;

               (g) Issued any note, bond or other debt security, created,
         incurred or assumed any indebtedness for borrowed money or capitalized
         lease obligation


                                     18

<PAGE>

         or otherwise incurred any material Liability, except current 
         Liabilities incurred in the Ordinary Course of Business;

               (h) Other than the early payment of its Debt Instruments, and
         except as contemplated by this Agreement, discharged or satisfied any
         Encumbrance, or paid any material Liability, other than current
         Liabilities shown on the Company's balance sheet as of the Balance
         Sheet Date, and current Liabilities incurred in the Ordinary Course of
         Business since the Balance Sheet Date;

               (i) Other than transactions not ordinarily or presently
         characterized as dividends or distributions, such as payment of
         professional fees, declared, set aside or paid a dividend or made any
         other distribution with respect to any class or series of capital stock
         of the Company, or directly or indirectly redeemed, purchased or
         otherwise acquired any shares of any class or series of the Company's
         capital stock;

               (j) Increased the salary, wage or other compensation or level
         of benefits payable or to become payable by the Company to any of its
         officers, directors, employees or agents other than in the Ordinary
         Course of Business;

               (k) Loaned money to any Person or guaranteed any loan to or
         Liability of any Person, whether or not in the Ordinary Course of
         Business;

               (l) Except as described in the Schedules hereto, amended or
         terminated any of the Operating Contracts (as hereinafter defined),
         except in the Ordinary Course of Business;

               (m) Changed accounting methods or practices (including,
         without limitation, any change in depreciation, amortization or cost
         accounting policies or rates);

               (n) Suffered, sustained or incurred any Material Adverse
         Change in the properties, assets, Liabilities, revenues, income,
         business, operations, results of operations or financial condition of
         the Company;

               (o) Received notice from any customer, supplier, vendor,
         Governmental Body or any other Person which would, with substantial
         certainty, give rise to or result in a Material Adverse Effect on the
         Company;

               (p) Delayed or postponed the payment of accounts payable or
         other Liabilities outside of the Ordinary Course of Business;

               (q) Entered into any employment Contract or collective
         bargaining agreement, written or oral, or modified the terms of any
         existing such Contract or agreement or adopted, amended, modified or
         terminated any Benefit Plan for the benefit of any of the Company's
         directors, officers and employees;


                                    19

<PAGE>

                  (r) Except for the name change to RGI Group, Inc., made any
         change or amendment in its articles of incorporation, bylaws, or other
         governing instruments;

                  (s) Issued or sold any securities; acquired, directly or
         indirectly, by redemption or otherwise, any securities; reclassified,
         split-up or otherwise changed any such equity security; or granted or
         entered into any options, warrants, calls or commitments of any kind
         with respect thereto; and/or

                  (t) Entered into any Contract to do any of the foregoing.

         3.14 INTELLECTUAL PROPERTY. SCHEDULE 3.14 hereto contains a list and
description of all material Intellectual Property owned by the Company or used
by the Company in the operation of the Business. Except as set forth in
SCHEDULES 3.14, Shareholders have no Knowledge of any asserted claim to the
effect that the operation of the Business or the possession or use in the
Business of any of the Intellectual Property listed and described on SCHEDULE
3.14 hereto, infringes the intellectual property rights of any other Person.
Except as set forth in SCHEDULES 3.14, the Shareholders have no Knowledge of any
claim that any of the Intellectual Property listed and described on SCHEDULE
3.14 is invalid; and, except as provided in SCHEDULE 3.14 hereto, the Company is
not obligated under any Contract or otherwise to pay royalties, fees or other
payments with respect to any of the Intellectual Property listed and described
on SCHEDULE 3.14 hereto. Except as set forth in SCHEDULES 3.14, the consummation
of the transactions contemplated by this Agreement will not adversely affect the
use by the Company of any of the Intellectual Property listed on SCHEDULE 3.14
hereto.

         3.15 COMPLIANCE WITH LAWS. The Business has been operated and the
Company is in compliance in all material respects with the requirements of all
Applicable Laws to which the Company is subject. The Company has not received
any notice of, and the Shareholders have no Knowledge of any violation of a
material nature of any Applicable Laws respecting the Company.

         3.16 OPERATING CONTRACTS. Except as disclosed in SCHEDULE 3.16, and
except with respect to contracts, commitments and agreements that have been
fully performed as of the date hereof and have no further force or effect, the
Company and RFC are not a party to any oral or written Contract. All of the
Contracts listed on SCHEDULE 3.16 hereto are referred to in this Agreement as
the "OPERATING CONTRACTS". All of the Operating Contracts were made in the
Ordinary Course of Business, and, to the Shareholders' Knowledge, are valid,
binding and currently in full force and effect. The Company is not in default in
any material respect under any of the Operating Contracts, and, to the
Shareholders' Knowledge, no event has occurred which, through the passage of
time or the giving of notice, or both, would constitute a default by the Company
or give rise to a right of termination or cancellation by another party under
any of the Operating Contracts, or cause the acceleration of any Liability of
the Company, or result in the creation of any Encumbrance upon any of the
Company's properties or assets. To the Shareholders' Knowledge, no other party
is in default under any of the Operating Contracts. Except as described on
SCHEDULE 3.16 hereto, none of the Operating Contracts have been canceled,
terminated, amended or modified. Except as provided in SCHEDULE 3.4 hereto, the
consummation of the transactions contemplated hereby will not require the
consent or approval of any Person under any of the Operating Contracts.

         3.17 REAL ESTATE. Schedule 3.17 contains a list of all easements under
which the Company is the benefited party (the "Easements"). With respect to each
parcel of real estate owned by the Company (the "OWNED REAL ESTATE"), and each
parcel of real estate leased by the Company (the "LEASED REAL ESTATE"):

                  (a) SCHEDULE 3.17 contains a complete and accurate legal
         description of each parcel of Owned Real Estate and a description of
         each written or oral 

                                       20

<PAGE>

         lease regarding Leased Real Estate which is not otherwise described on
         SCHEDULE 3.16 hereto;

                  (b) Except as set forth on SCHEDULE 3.17 hereto, to the
         Knowledge of Shareholders, there are no public improvements affecting
         any parcel of Owned Real Estate or Leased Real Estate (collectively the
         "REAL ESTATE"), including, but not limited to, water, sewer, sidewalk,
         street, alley, curbing, landscaping or related improvements, which have
         been commenced and/or completed and for which an assessment has not
         been levied or, to Shareholders' Knowledge, which may be levied after
         the date of this Agreement;

                  (c) Except as set forth in Schedule 3.17 hereto, there are no
         deferred property Taxes or assessments with respect to the Real Estate
         which may or will become due and payable as a result of the
         consummation of the transaction contemplated hereby;

                  (d) The Company is the sole owner in fee simple title of each
         parcel of Owned Real Estate and each such parcel is free and clear of
         any and all Encumbrances, except (i) those Encumbrances set forth in
         SCHEDULE 3.17 hereto, (ii) municipal zoning ordinances, recorded or
         platted easements for public utilities and recorded building and use
         restrictions and covenants, (iii) general real estate Taxes and
         installments of special assessments payable in the year of Closing, and
         (iv) minor survey exceptions, encumbrances, licenses, easements or
         reservations of, or rights of others for, oil, gas minerals, ores or
         metals, rights of way, sewers, electric lines, telegraph and telephone
         lines and other similar purposes, or zoning or other restrictions on
         the use of real property, minor defects in title or other similar
         charges or encumbrances not interfering in any material respect with
         the Ordinary Course of Business of the Company or with the use or
         ownership of the Owned Real Estate (collectively the "PERMITTED
         ENCUMBRANCES"). To the Shareholders' Knowledge, the Permitted
         Encumbrances and those encumbrances set forth in SCHEDULES 3.17 hereto
         do not individually or in the aggregate materially impair or prohibit
         the Company's current use of the Owned Real Estate;

                  (e) Except as set forth in SCHEDULE 3.17 hereto, there are no
         condemnation Proceedings pending or, to the Shareholders' Knowledge,
         Threatened with respect to all or any part of any parcel of Real
         Estate;

                  (f) To the Shareholders' Knowledge, except for the Permitted
         Encumbrances and those encumbrances set forth in SCHEDULES 3.17 hereto,
         there are no private restrictions, covenants, or reservations which
         materially and adversely affect the use or occupancy of all or any part
         of any parcel of Owned Real Estate or any of the Easements;

                  (g) To Shareholder's Knowledge, there are no Applicable Laws
         requiring repair, alteration or correction of any existing condition on
         any parcel of

                                       21

<PAGE>

         Real Estate and, to Shareholders' Knowledge, there are no conditions
         that could give rise to the same;

                  (h) To the Shareholders' Knowledge, except as set forth in
         SCHEDULE 3.17 hereto, (a) there are no structural, mechanical or other
         defects of material significance in any of the buildings, improvements,
         fixtures and equipment, including the roof, heating, ventilating, air
         conditioning, electrical, plumbing and sanitary disposal systems,
         located on any parcel of Real Estate, and (b) all such buildings,
         improvements, fixtures and equipment, including the roof, heating,
         ventilating, air conditioning, electrical, plumbing and sanitary
         disposal systems, will be until the Date of Closing, maintained in good
         repair, working order and condition, ordinary wear and tear excepted;

                  (i) Except as set forth in SCHEDULE 3.17 hereto, the
         improvements on each parcel of Real Estate and the Company's or RFC's
         use thereof comply in all material respects with any and all building,
         zoning, subdivision, traffic, parking, land use, occupancy, health and
         other Applicable Laws pertaining to the Real Estate or to the
         development, construction, management, use and operations of the
         improvements thereon;

                  (j) Except as set forth in SCHEDULE 3.17 hereto, to the
         Knowledge of Shareholders, the improvements located on each parcel of
         Real Estate, including fences, driveways and other structures occupied,
         used or claimed by the Company or RFC, are wholly within the boundary
         lines of such parcels of Real Estate and such improvements and the
         Company's present uses thereof do not in any material respect infringe
         upon the rights of any other Person;

                  (k) Except as set forth in SCHEDULE 3.17 hereto, to the
         Knowledge of Shareholders, no buildings, fences, driveways or other
         structures of any adjoining owner encroach upon any part of any parcel
         of Real Estate or any of the Easements; and

                  (l) Except as set forth in SCHEDULE 3.17 hereto, to the
         Knowledge of Shareholders, the Company and RFC have all operating
         permits necessary for the operation of the Business, and all such
         permits are current, except where the failure to have any such current
         operating permit in good order would not have a Material Adverse Effect
         on the Company or RFC. To the Knowledge of Shareholders, except as set
         forth in SCHEDULE 3.17, the Company has all easements, or access
         through public utility easements, on to private property, construction
         permits, highway crossing licenses and permits (and other similar
         licenses and permits) and right-of-way-licenses reasonably necessary to
         conduct the Business, except where the failure to have any such
         easement on to private property, construction permits, highway crossing
         licenses and permits (and other similar licenses and permits), and
         right-of-way licenses would not have a Material Adverse Effect.

Purchaser and Shareholders recognize and agree that title commitments and
surveys provided in accordance with Section 7.10 of this Agreement covering the
Real Estate listed on SCHEDULE 7.10 hereof may contain 

                                       22

<PAGE>

additional information regarding said Real Estate of which the Shareholders 
do not have Knowledge as of the date of this Agreement, and that such 
information will be included as appropriate in a Supplement to SCHEDULE 3.17; 
provided, however, that information contained in the title commitments and 
surveys shall remain subject to the provisions of Section 7.10 of this 
Agreement.

         3.18 ACCOUNTS RECEIVABLE. RFC has no accounts receivable or other right
to payment of money, other than an obligation of the Company to RFC which will
be satisfied at or prior to Closing. The Company's accounts receivable and other
rights to the payment of money represent, and on the Date of Closing will
represent, valid obligations arising from sales actually made or services
actually performed in the Ordinary Course of Business.

         3.19 BOOKS AND RECORDS; BANK ACCOUNTS. All of the Company's and RFC's
books of account and other financial and corporate records relating to the
Business have been made available to Purchaser and its representatives (or will
be so made available prior to the Date of Closing). Such books of account and
records are current, complete, true and correct in all material respects. All
such books and records are consistent with the financial statements listed on
SCHEDULE 3.12 hereto. Attached hereto as part of SCHEDULE 3.19 is a list of all
of the Company's and RFC's bank accounts, security accounts and other similar
accounts, and the names of all Persons authorized to draw thereon or have access
thereto, as well as the identification of all safety deposit boxes, and the
persons authorized to have access to those boxes.

         3.20 EMPLOYEES. SCHEDULE 3.20 hereto contains a list of the names,
positions, annual salary rates, hourly wage rates, severance benefits and
accrued vacation and sick leave, as of the date hereof, of all present employees
of the Company (including those on furlough, leave or layoff of any kind).
Except for the Valley Employees and Marvin Vogelgesang, and except as set forth
in SCHEDULE 3.20, none of the employees has informed the Company or any of the
Shareholders that he/she intends to terminate employment with the Company.
SCHEDULE 3.20 also sets forth a description of any written Contract, other than
the Benefit Plans described on SCHEDULE 3.10 hereto, with respect to the
conditions of employment of any of the Company's employees. RFC has never had
any employees. All employees are employed on an "at will" basis.

         3.21 LICENSES AND PERMITS. Except as set forth in SCHEDULE 3.21, the
Company has obtained all material licenses, certificates, franchises and permits
of each and every Governmental Body having jurisdiction over the Company or any
of its properties or assets to operate and carry on the Business as they are now
being conducted. All such material licenses, certificates, franchises and
permits (except for construction permits, highway crossing licenses and permits
and right of way licenses) are described on SCHEDULE 3.21 hereto and are in full
force and effect. To Shareholders' Knowledge, RFC requires no licenses,
franchises, certificates or permits, other than its certificate of
incorporation.

         3.22 OTHER MATERIAL CONTRACTS AND OBLIGATIONS. Except for the Operating
Contracts and the Contracts disclosed on SCHEDULE 3.22 hereto, neither the
Company nor RFC is a party to or bound by any:

                  (a) Dealer, distributorship or sales agency agreements,
         excluding purchase orders with respect to the purchase or sale of
         products or services in the Ordinary Course of Business;

                  (b) Advertising Contracts;

                  (c) Contract for capital expenditures having a remaining 
         balance in excess of $10,000;

                  (d) Leases with respect to any property, real or personal,
         whether as lessor or lessee, except for any lease having a term of one
         year or less or aggregate rents payable over its life of $10,000 or
         less;

                                       23

<PAGE>

                  (e) Contract containing covenants by the Company or RFC not to
         compete in any lines of business or with any Person;

                  (f) Franchise or license agreements;

                  (g) Except as disclosed in SCHEDULE 3.13, loan or credit
         agreements, promissory notes or other evidences of indebtedness,
         including all agreements or commitments for future loans, extensions of
         credit or financing, excluding credit extended by the Company or RFC to
         its customers;

                  (h) Guarantees;

                  (i) Contract or purchase order for the purchase of any
         services, raw materials, supplies or equipment involving payments of
         more than $5,000 per annum or an aggregate of more than $10,000,
         excluding purchase orders for the purchase of products or services
         entered into in the Ordinary Course of Business; or

                  (j) Contract for the sale of any properties, assets or
         services involving a value estimated at more than $10,000, excluding
         purchase orders for the sale of products or services in the Ordinary
         Course of Business and further excluding any contract which relates to
         the Valley Sale.

         3.23 SUBSIDIARIES. Except as disclosed or described in this Agreement
or as set forth on SCHEDULE 3.23 hereto, the Company has no subsidiaries and
does not own any shares of stock or other securities or equity interests,
directly or indirectly, in any other Person. Except as disclosed or described in
this Agreement or as set forth on SCHEDULE 3.23 hereto, the Company is not
subject to any obligation or requirement to provide funds to, or invest in, any
such Person.

         3.24 INSURANCE. The Company has maintained and will continue to
maintain until the Date of Closing the insurance described in SCHEDULE 3.24,
which insurance covers the Company's tangible real and personal property and
assets, whether owned or leased, against loss or damage by fire or other
casualty. All such insurance is in full force on the date of this Agreement and
is carried with insurers licensed in the states affected by such policies. The
Company has promptly and adequately notified the Company's insurance carriers of
any and all claims known to the Shareholders with respect to the operations,
products or services of the Company for which the Company is insured. The
Company has not been refused any insurance coverage by any insurance carrier to
which it has applied for insurance during the past three (3) years.

         3.25 BROKERS. Except for the engagement of Dain Bosworth by the
Company, neither the Company nor the Shareholders has employed or engaged any
broker, finder, agent, banker or third party, nor have they otherwise dealt with
anyone purporting to act in the capacity of a finder or broker in connection
with the transactions contemplated hereby. No commissions, finder's fees or like
charges have been or will be incurred by the Company or the Shareholders in
connection with the execution and delivery of this Agreement or the consummation
of the transactions contemplated hereby.

         3.26 RELATIONSHIP WITH RELATED PERSONS. Except as set forth in SCHEDULE
3.26 hereto, the Shareholders, directors, officers, and employees of the
Company, RFC and their Related Persons do not have any interest in any of the
properties or assets of the Company or RFC and, to the Shareholders' Knowledge,
do not own, of record or as a beneficial owner, an equity interest or any other
financial or profit interest in any Person that (i) has had business dealings or
a material financial interest in any transaction with the Company or RFC or,
(ii) has engaged or is engaged in competition with the Company 

                                       24

<PAGE>

with respect to any line of products or services of the Company in any market 
presently served by the Company (a "COMPETING BUSINESS") (except for less 
than three percent (3%) of the outstanding capital stock of any Competing 
Business that is publicly traded on any recognized exchange or in the 
over-the-counter market). to the Knowledge of the Shareholders, and except as 
set forth on SCHEDULE 3.26 hereto, no shareholder, director or officer of the 
Company or RFC and none of their Related Persons is a party to any Contract 
with, or has any claim or right against, the Company or RFC, other than the 
rights officer and directors of the Company and RFC have with respect to 
indemnification under state law. All money owed by the Company or RFC to its 
shareholders, directors or officers, or their Related Persons, (other than 
for salary) are for bona fide debts and are set forth in SCHEDULE 3.26 hereto.

         3.27 HAZARDOUS MATERIALS. Except as set forth in SCHEDULE 3.27 hereto,
to the Knowledge of Shareholders, the Company or RFC have never generated,
transported, stored, handled, disposed of or contracted for the disposal of any
Hazardous Materials. Except as set forth in SCHEDULE 3.27 hereto, to the
Knowledge of Shareholders, no employee of the Company has, in the course and
scope of employment with the Company, been exposed to any Hazardous Materials in
such a manner as to be harmed thereby (whether such harm is now known to exist
or will be discovered in the future). Except as set forth on SCHEDULE 3.27
hereto, the Company is not listed as a potentially responsible party under
CERCLA or any comparable or similar U.S. federal or state statute, the Company
has not received notice of such a listing and the Shareholders have no Knowledge
of any facts or circumstances which could give rise to such a listing.

         3.28     OTHER ENVIRONMENTAL MATTERS.

                  (a) Except as set forth on SCHEDULE 3.28 hereto, the Real
         Estate has been operated by the Company and is in compliance in all
         material respects with all Applicable Laws, including Environmental
         Laws and all Applicable Laws relating to underground and/or above
         ground petroleum storage tanks. To the Knowledge of the Shareholders,
         except as set forth on SCHEDULE 3.28 hereto, the Company otherwise
         complies in all material respects with all Environmental Laws. To the
         Knowledge of the Shareholders, except as set forth on SCHEDULE 3.28
         hereto, the Company has obtained or has taken appropriate steps, as
         required by Environmental Laws and Applicable Laws, to obtain all
         environmental, health and safety permits, consents, approvals, licenses
         and other authorizations necessary for the ownership and operation of
         the Business, and to the Knowledge of Shareholders, all of the permits
         and other such authorizations are in good standing, and the Company is
         in compliance in all material respects with such permits and other such
         authorizations. Except as described in SCHEDULE 3.28 hereto, to the
         Knowledge of Shareholders, the Real Estate is free of any and all
         Hazardous Materials. The Real Estate is not subject to any "Super-Fund"
         type Encumbrances by any Person arising from the release or threatened
         release of any Hazardous Materials in, on, about or under the Real
         Estate.

                  (b) To the Knowledge of Shareholders, all of the third parties
         with which the Company has arranged, engaged or contracted to accept,
         treat, transport, store, dispose or remove any pollutant generated or
         present at the Real Estate, or which otherwise participate or have
         participated in activities or conduct related to the Real Estate or the
         Business, were properly permitted at the relevant time to perform the
         foregoing activities or conduct.

                  (c) Except as described on SCHEDULE 3.28 hereto, there are not
         currently and to the Knowledge of Shareholders never have been any
         wells or underground and/or above ground storage tanks (whether or not
         currently in use) on any parcel of Real Estate and, to the extent such
         wells or tanks are described in SCHEDULE 3.28, all such wells and tanks
         are, to the Knowledge of Shareholders, in sound condition and are not
         leaking.

                  (d) Except as set forth on SCHEDULE 3.28 hereto, no part of
         any parcel of Real Estate is now being used, nor, to the Knowledge of
         Shareholders, has any parcel of Real Estate ever been used, as a
         landfill, dump or other disposal, storage, transfer, treating or
         handling area for any Hazardous Materials, or as a gasoline service
         station or a facility for selling, dispensing, storing, transferring,
         treating or handling Hazardous Materials.

                                       25

<PAGE>

                  (e) To the Knowledge of the Shareholders, and except as set
         forth in SCHEDULE 3.28 hereto, the Company is not subject to any
         investigation, nor has the Company received any written notification
         within the past two years of any judicial or administrative proceeding,
         notice, order, judgment, decree or settlement, alleging or addressing
         (i) any violation of Environmental Laws or (ii) any claims or
         liabilities and costs arising from the release or threatened release of
         any Hazardous Materials. To the Knowledge of Shareholders, there has
         been no release of any Hazardous Materials in a reportable quantity
         under Environmental Laws at, to or from the Real Estate.

                  (f) Except as set forth in SCHEDULE 3.28 hereto, to the
         Knowledge of Shareholders, there is not constructed, placed, deposited,
         stored, disposed or located on the Real Estate any asbestos in any
         form.

                  (g) Except as set forth in SCHEDULE 3.28 hereto, to the
         Knowledge of Shareholders, there is not constructed, placed, deposited,
         stored, disposed nor located on the Real Estate any polychlorinated
         biphenyls ("PCBs") or transformers, capacitors, ballasts, or other
         equipment which contain dielectric fluid containing PCBs.

                  (h) Except as set forth in SCHEDULE 3.28 hereto, to the 
         Knowledge of Shareholders, there is not constructed, placed, 
         deposited, stored, disposed nor located on the Real Estate any 
         insulating material containing urea formaldehyde.

With respect to Sections 3.27 and 3.28 of this Agreement, Purchaser recognizes
and agrees that the environmental audits to be conducted by the Environmental
Audit Firm may contain additional information regarding the matters discussed in
such Sections hereof which the Shareholders do not have Knowledge as of the date
of this Agreement, and that such information will be included as appropriate in
a Supplement to Sections 3.27 and 3.28.

         3.29 DEBT INSTRUMENTS. SCHEDULE 3.29 is a true, correct and complete
list showing the names of the parties and outstanding indebtedness as of the
respective dates set forth on SCHEDULE 3.29 under all mortgages, indentures,
notes, guarantees and other obligations for or relating to borrowed money,
purchase money debt (including conditional sales contract and capital leases) or
covenants not to compete (the "Debt Instruments") for which the Company or RFC
is primarily or secondarily obligated. The Shareholders have previously
delivered to Purchaser true, complete and correct copies of each of the Debt
Instruments. Except as described in SCHEDULE 3.29, the Company and RFC have
performed all of the material obligations required to be performed by it, and
are not in material default under any of the provisions of any of the Debt
Instruments, and there has not occurred any event which, (with or without
notice, lapse of time or the happening or occurrence of any other event) would
constitute such a default.

         3.30 DISSOLUTION OF GLCLP AND GLACIAL DBS. GLCLP and Glacial DBS have
been validly dissolved and completely wound up. All remaining assets of GLCLP
and Glacial DBS have been distributed to the Company, and all necessary real
estate deeds, bills of sale, assignments, consents and other documents have been
completed, obtained and/or filed.

         3.31 YEAR 2000 COMPLIANCE. Schedule 3.31 contains a complete and 
correct list of all assurances received by the Company regarding whether 
software used in the Business, third party software, computer, 
communications, electronic or other hardware or equipment, including any 
imbedded software or firmware, used in the Business will correctly recognize, 
calculate, sort, store, display and otherwise process data involving dates 
prior to, during and after the Year 2000, and whether the operation and 
functionality of the above-mentioned assets will be adversely affected by the 
approach, occurrence or passing of the calendar date January 1, 2000. To the 
Knowledge of the Shareholders, all such assurances are not incorrect.

                                       26

<PAGE>

         3.32 CUSTOMERS AND SUPPLIERS. As of September 30, 1998, the Company
served, in the aggregate, approximately 6,785 cellular telephone customers. To
the Knowledge of the Shareholders, and except in the Ordinary Course of
Business, no customer, subscriber or a group of customers or subscribers of the
Company has notified the Company on or after September 30, 1998, that the
customer intends to terminate, cancel, limit or modify the customer's business
relationship with the Company, except such terminations, cancellations,
limitations or modifications as occur in the Ordinary Course of Business of the
Company. No vendor, supplier, dealer, representative or consultant of the
Company which is material to the Company's business operations has notified the
Company after September 30, 1998, that it intends to terminate, cancel, limit or
modify its business relationship with the Company in any material respect.

         3.33 CGSA. A true and complete copy of map depicting the location of
  each cell site and each of the licensed Cellular Geographic Service Areas
  (including Situation Information Updates) of the Company is attached hereto as
  SCHEDULE 3.33. All agreements relating to the coverage areas of the Company
  including, but not limited to, border extensions, are listed on SCHEDULE 3.16
  OR SCHEDULE 3.17.

         3.34 NETWORK. A diagram and description prepared by Purchaser of all of
  the communications transmissions facilities, cell sites and other components
  comprising the Company's cellular networks is attached hereto as SCHEDULE
  3.34. To the Knowledge of the Shareholders, this diagram and description is
  true and complete.

         ARTICLE 4:  REPRESENTATIONS AND WARRANTIES OF PURCHASER

         As an inducement for Shareholders to enter into this Agreement and
consummate the transactions contemplated hereby, Purchaser represents and
warrants to Shareholders that each and all of the following (as modified by any
Supplement delivered by Purchaser pursuant to Section 13.22 of this Agreement)
are true and correct as of the date of this Agreement and will be true and
correct as of the Date of Closing:

         4.1 DUE INCORPORATION. Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of Minnesota,
and has all requisite power and authority, corporate and otherwise, to own,
operate and lease its properties and assets and to conduct its business as it is
now being conducted. Purchaser is duly qualified to transact business as a
foreign corporation and is in good standing under the laws of every state or
jurisdiction in which the nature of its activities or of its properties owned,
leased or operated makes such qualification necessary and in which the failure
to be so qualified could reasonably be expected to have a Material Adverse
Effect on the Purchaser.

         4.2 DUE AUTHORIZATION. The execution, delivery and performance of this
Agreement, including the documents, instruments and agreements to be executed
and/or delivered by Purchaser pursuant to this Agreement, and the consummation
of the transactions contemplated hereby and thereby have been duly and validly
authorized by all necessary corporate action on the part of Purchaser. This
Agreement and the documents, instruments and agreements to be executed and/or
delivered by Purchaser pursuant to this Agreement have been, or will be on or
before the Date of Closing, duly and validly authorized, executed and delivered
by Purchaser and the obligations of Purchaser hereunder and thereunder are or
will be valid, legally binding and enforceable against Purchaser in accordance
with their respective terms, except as such enforcement may be limited by
applicable bankruptcy, reorganization, insolvency, moratorium or other similar
laws presently or hereafter in effect affecting the enforcement of creditors'
rights generally and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity), including,
among others, limitations on the availability of equitable remedies.

         4.3 NO BREACH. Purchaser has full power and authority, corporate and
otherwise, to purchase the Stock being purchased hereunder and to otherwise
perform its obligations under this Agreement and the documents, instruments and
agreements to be executed by the Purchaser pursuant hereto. The execution and
delivery of this Agreement, including the documents, instruments and agreements
to be executed by the Purchaser pursuant to this Agreement, and the consummation
of the transactions contemplated hereby and thereby will not: (i) violate any
provision of the Articles of Incorporation or Bylaws (or comparable governing
documents or instruments) of Purchaser; (ii) violate any Applicable Laws or
Injunction 

                                       27

<PAGE>

applicable to the Purchaser; (iii) require any filing with, permit from, 
authorization, consent or approval of, or the giving of any notice to, any 
Person; (iv) result in a violation or breach of, or constitute (with or 
without due notice or lapse of time or both) a default (or give another party 
any rights of termination, cancellation or acceleration) under, any of the 
terms, conditions or provisions of any note, bond, mortgage, indenture, 
license, franchise, permit (including, but not limited to, any permits, 
appeals or authorizations of the FCC or any other Governmental Body), lease 
or other Contract to which Purchaser is a party, or by which it or any of its 
assets or properties.

         4.4 INVESTMENT REPRESENTATIONS . The Purchaser understands that the
Stock has not been registered under the Securities Act of 1933, as amended, or
under the securities laws of any jurisdiction, by reason of reliance upon
certain exemptions.

         4.5 BROKERS. Purchaser has not employed or engaged any broker, finder,
agent, investment banker or third party nor has it otherwise dealt with anyone
purporting to act in the capacity of a finder or broker, in connection with the
transactions contemplated hereby. No commissions, finder's fees or like charges
have been or will be incurred in connection with the execution and delivery of
this Agreement or the consummation of the transactions contemplated hereby.

                     ARTICLE 5: PERFORMANCE PENDING CLOSING

         The Shareholders covenant and agree that from and after the date of
this Agreement and until the earlier of the Date of Closing or the termination
of this Agreement in accordance with Article 12 hereof:

         5.1 ACCESS TO INFORMATION. At the request of Purchaser, the
Shareholders shall, from time to time, give or cause to be given to Purchaser,
its officers, employees, counsel, accountants and other representatives, upon
reasonable notice to the Shareholders, full access during normal business hours,
without undue disruption to the Company's Business, the properties and assets
and all of the books, minute books, title papers, records, files, Contracts,
insurance policies, environmental records and reports, licenses and documents of
every character of the Company and RFC relating to the Business, and the
Shareholders shall furnish or cause to be furnished to Purchaser, its officers,
employees, counsel, accountants and other representatives all of the information
with respect to the Company and RFC and/or the Company and RFC's properties or
assets as any of them may reasonably request. Purchaser, its officers,
employees, counsel, accountants and other representatives shall have the
authority to interview, as reasonably necessary and without undue disruption to
the Company's Business, all employees, customers, vendors, suppliers and other
parties having relationships with the Company and/or RFC, and Shareholders shall
make such introductions as may be requested; provided, however, that access to
customers shall, if at all, be done in a commercially reasonably manner
consistent with the best interests of the Company and shall be subject to the
prior consent of the Company, which consent shall not be unreasonably withheld.
In addition, Purchaser may, subject to the conditions stated above, at its sole
cost and expense, at any time prior to the Date of Closing, through its
officers, employees, counsel, accountants and other representatives, conduct
such investigations and examinations of the Company and RFC's properties and
assets as it deems necessary or advisable, and the Shareholders will provide
reasonable cooperation to such Persons in such investigations.

         5.2 CONDUCT OF BUSINESS. Shareholders shall cause the Company to carry
on the Business diligently, only in the Ordinary Course of Business and
substantially in the same manner as heretofore conducted and will keep and
maintain the Company's properties and assets in good and safe repair and
condition consistent with past practices. The Company shall not make any
regulatory filings with any Governmental Body, except in the Ordinary Course of
Business or with the prior written consent of Purchaser (which consent shall not
be unreasonably withheld, delayed or conditioned). The Shareholders will not
cause or permit any amendment of the Company's Articles of Incorporation or
Bylaws (or other governing instrument).

         5.3 ENCUMBRANCES. Shareholders shall not, directly or indirectly,
perform or fail to perform any act which would, with substantial certainty, in
the creation or imposition of any Encumbrance on any 

                                       28

<PAGE>

of the properties or assets of the Company or otherwise adversely affect the 
marketability of the Company's title to any of its properties or assets, 
outside of the Ordinary Course of Business.

         5.4 PAY INCREASES. Except for payments pursuant to the Retention
Agreements, and normal increases in the Ordinary Course of Business, the
Shareholders shall not, without the prior written consent of Purchaser, permit
the Company to grant any increase in the salaries or rate of pay to any of its
employees, grant any increase in any benefits or establish, adopt, enter into,
make any new grants or awards under, or amend any collective bargaining
agreement, employment agreement or Benefit Plan for the benefit of any of its
employees.

         5.5 RESTRICTIONS ON NEW CONTRACTS. Except with the prior written
consent of the Purchaser, which consent shall not be unreasonably withheld,
delayed or conditioned, the Shareholders shall not permit the Company to enter
into any Contract, incur any Liability, assume, guarantee or otherwise become
liable or responsible for any Liability of any other Person, make any loans,
advances or capital contributions to any other Person (except for extensions of
credit to its customers in the Ordinary Course of Business), or waive any right
or enter into any other transaction, in each case other than in the Ordinary
Course of Business and consistent with the Company's normal business practices.
Without limiting the foregoing, for the purposes of this Agreement, any Contract
involving the sum of $20,000 or more shall be deemed to be outside the Ordinary
Course of Business.

         5.6 PRESERVATION OF BUSINESS. The Shareholders shall use reasonable
efforts to preserve the Company's business organization intact, to keep
available to Purchaser the present employees of the Company and to preserve for
Purchaser the present goodwill and relationship of the Company with its vendors,
suppliers, customers and others having business relationships with the Company.

         5.7 PAYMENT AND PERFORMANCE OF OBLIGATIONS. The Shareholders will cause
the Company to timely pay and discharge all invoices, bills and other monetary
Liabilities.

         5.8 RESTRICTIONS ON SALE OF ASSETS. The Shareholders shall not permit
the Company to sell, assign, transfer, lease, sublease, pledge or otherwise
encumber or dispose of any of its properties or assets, except for the sale of
inventory in the Ordinary Course of Business and at regular prices, except for
(i) the Valley Sale, (ii) the transfer of a building located in Parkers Prairie,
Minnesota to George M. Revering at a purchase price equal to the depreciated
(net book value) cost of the building, and (iii) the Company's interest in
Switch 2000, LLC.

         5.9 PROMPT NOTICE. The Shareholders shall promptly notify Purchaser in
writing upon becoming aware of any of the following: (i) any claim, demand or
other Proceeding that may be brought, Threatened, asserted or commenced against
the Company, its officers or directors; (ii) any changes in the accuracy of the
representations and warranties made by Shareholders in this Agreement; (iii) any
Injunction or any complaint praying for an Injunction restraining or enjoining
the consummation of the transactions contemplated hereby; or (iv) any notice
from any Person of its intention to institute an investigation into, or
institute a Proceeding to restrain or enjoin the consummation of the
transactions contemplated hereby or to nullify or render ineffective this
Agreement or such transactions if consummated.

         5.10 CONSENTS. As soon as reasonably practicable and in any event on or
before the Date of Closing, the Shareholders will use reasonable efforts to
obtain or cause to be obtained all of the consents and approvals of all Persons
necessary for the Shareholders to consummate the transactions contemplated
hereby, including the consents and approvals listed on SCHEDULE 3.4 hereto.

         5.11 COPIES OF DOCUMENTS. The Shareholders agree that as soon as
reasonably possible following the execution hereof, they shall furnish or make
available to Purchaser a true, complete and accurate copy of each Operating
Contract and any additional Contract listed on SCHEDULE 3.22 hereto.

         5.12 NO SOLICITATION OF OTHER OFFERS. The Shareholders will not, and
will not permit their respective representatives, investment bankers, agents and
Affiliates to, directly or indirectly, (i) solicit or 

                                       29

<PAGE>

encourage submission of or any inquiries, proposals or offers by, (ii) 
participate in any negotiations with, (iii) afford any access to the 
properties, books or records of the Company to, (iv) accept or approve, or 
(v) otherwise assist, facilitate or encourage, or enter into any Contract 
with, any Person or group (other than Purchaser and its Affiliates, agents 
and representatives), in connection with any Acquisition Proposal. In 
addition, the Shareholders will not, and will not permit their respective 
representatives, investment bankers, agents and Affiliates to, directly or 
indirectly, make or authorize any statement, recommendation or solicitation 
in support of any Acquisition Proposal made by any Person or group (other 
than Purchaser). In addition, Shareholders will immediately cease any and all 
existing activities, discussions or negotiations with any parties with 
respect to any of the foregoing.

         5.13 ACCOUNTS RECEIVABLE AND PAYABLE. Shareholders shall not cause the
Company to accelerate the collection of its accounts receivable or delay the
payments of its accounts payable or other Liabilities, in each case arising out
of the operation of the Business in a manner which would be inconsistent with
past practice.

         5.14 INVENTORY. Shareholders shall cause the Company to maintain the
levels of inventory, materials and supplies used in the Business consistent with
past practice.

         5.15 INSURANCE. Shareholders shall cause the Company to maintain in
full force and effect all insurance coverages for the Company's properties and
assets substantially comparable to coverages existing on the date hereof.

         5.16 FILING REPORTS AND MAKING PAYMENTS. Shareholders shall cause the
Company to timely file all required reports and notices with each and every
applicable Governmental Body and timely make all payments due and owing to each
such Governmental Body, including, but not by way of limitation, any filings,
notices and/or payments required by reason of the transactions contemplated by
this Agreement.

         5.17 CAPITAL EXPENDITURES. Except for stock phones to be leased to
customers, the Shareholders shall not permit the Company to make any capital
expenditures in excess of $10,000 individually or $25,000 in the aggregate
without the Purchaser's prior written consent, which consent shall not be
unreasonably withheld, delayed or conditioned.

         5.18 MONTHLY FINANCIALS. Within sixty (60) days of the close of each
month after the execution of this Agreement by all parties hereto, the
Shareholders shall deliver to Purchaser a consolidated balance sheet and income
statement for the Company, RFC and Valley (until the Valley Sale is consummated
by a Closing) disclosing the financial position and results of operations of the
Company for the preceding month and year-to-date which shall be prepared on a
basis consistent with the financial statements identified on SCHEDULE 3.12
hereof and consistent with the prior months and year-to-date financial
statements.

         5.19 TITLE REVIEW. As of the Date of Closing, the Purchaser shall have,
and in proceeding to close has, reviewed and approved, except for its reasonable
objections thereto described in SCHEDULE 5.19 hereof, which shall be prepared at
or prior to the Closing and after the execution date of this Agreement, the
title commitments and surveys with respect to the condition and status of the
parcels of Real Estate listed on SCHEDULE 7.10 hereof. Shareholders shall cure
and/or indemnify to the reasonable satisfaction of Purchaser, in accordance with
the provisions of Section 7.10 of this Agreement, such reasonable objections to
title which Purchaser has designated for such cure under Section 7.10 of this
Agreement.

         5.20 LITIGATION. From the date hereof and through the Date of Closing,
the Shareholders will notify the Purchaser in writing of any actions or
proceedings of the type required to be described in Section 3.7 of this
Agreement, that, from the time hereof, are, to the Shareholders' Knowledge,
Threatened or commenced against the Company or against any officer, director or
employee of the Company relating to the Business or the Company.

                                       30

<PAGE>

         5.21 NOTIFICATION OF INACCURACY. Each Shareholder agrees to promptly
notify the Purchaser in writing of any material inaccuracy made by any
Shareholder in this Agreement of which such Shareholder becomes aware prior to
the Date of Closing and which could result in a Material Adverse Effect with
respect to the Company. The Purchaser agrees to promptly notify the Shareholders
in writing of any material inaccuracy made by the Purchaser in this Agreement of
which the Purchaser becomes aware prior to the Date of Closing and which could
result in a Material Adverse Effect with respect to the Purchaser. The foregoing
shall not limit the ability of the Shareholders to Supplement the Schedules.

         5.22     VALLEY SALE.

                  (a) The Shareholders shall use reasonable  
         commercial efforts to cause the Company to consummate the Valley 
         Sale by a closing on or prior to the Date of Closing, subject to 
         the rights of the Company to terminate the Valley Sale Stock 
         Purchase Agreement in accordance with the terms thereof and the 
         Company's rights thereunder. The Shareholders shall cause the 
         Company to provide Purchaser with each and every agreement, 
         document, item of due diligence material and all other information 
         regarding the Valley Sale (collectively the "Valley Sale 
         Documents") promptly after each Valley Sale Document is received or 
         delivered by the Company. Upon the Valley Sale Closing Date, those 
         Shareholders who are bound to provide indemnification pursuant to 
         Section 9.1 of this Agreement shall execute an agreement with the 
         purchaser of the stock of Valley substantially in the form of the 
         Agreement Regarding Indemnification attached to the Valley Sale 
         Stock Purchase Agreement as Exhibit C, which Agreement Regarding 
         Indemnification shall not be materially modified prior to or after 
         execution thereof without the prior consent of Purchaser, said 
         consent not to be unreasonably withheld, delayed or conditioned.

                  (b) If the Closing and the Valley Sale Closing Date occur in
         the same calendar year, the Shareholders shall cause the Company to
         take reasonable commercial efforts at the Shareholders' sole expense to
         renegotiate the Valley Sale; provided, however, that Shareholders and
         the Company shall not be required to reorganize the Company to achieve
         said renegotiation.

                  (c) On or prior to the consummation of the Valley Sale by a
         Closing, the Company shall collect from Valley the unpaid portion of
         the management fee customarily paid by Valley to the Company (the
         "Management Fee") for the period from January 1, 1998, through the
         Valley Sale Closing Date. The Management Fee paid for calendar year
         1998 (and calendar year 1999 if the Valley Sale Closing Date occurs in
         1999) shall not exceed $560,000, prorated on an annualized basis to the
         Valley Sale Closing Date. The Management Fee for all periods prior to
         January 1, 1998, has been paid in full. All services provided by the
         Company to Valley shall cease on the Valley Sale Closing Date except as
         continued by written agreement approved by Purchaser.

             (d) The following employees of the Company shall 
         voluntarily terminate their employment with the Company as of the 
         Valley Sale Closing Date (the "Valley Employees"): Marlys 
         Randall and Tim Jensen. The Valley Employees shall resign their 
         employment with the Company in writing. Such resignation shall 
         not affect such Valley Employees' status as a Qualified 
         Employee under Section 11.9 hereof or the applicable Retention 
         Agreement, if the applicable Valley Employee remains employed 
         by Valley or the purchaser of the Valley Stock for the period 
         required by said Valley Employee's Retention Agreement. 
         Marlys Randall's resignation may be on a part time basis. 
         Shareholders shall be solely liable for any Liability to the Valley 
         Employees, whether related to the period before or after the Valley 
         Sale Closing Date.
         
             (e) Prior to the Closing, and prior to any payment of 
         long term debt of the Company with Valley Sale Proceeds, the 
         Company shall use any Valley Sale Proceeds to pay the obligations 
         pursuant to the Deferred Compensation Agreements and the Company's 
         note payable to George M. Revering; provided, however, that the 
         obligation set forth in this Section 5.22(e) shall be limited by 
         the amount of the Company's available Valley Sale Proceeds.

                                       31

<PAGE>

         5.23 EMPLOYMENT MATTERS. The Shareholders shall cause the Company to
amend its employee handbook prior to the Closing to delete any references which
indicate or suggest that the Company's employees may be terminated only for
cause, and to confirm that all its employees are employees at will. The amended
handbook shall be provided to Purchaser for its prior approval, which approval
shall not be unreasonably withheld, delayed or conditioned.

         5.24 AMENDMENT OF COMPANY 401(k) PLAN. The Company may take the steps
necessary to complete, prior to the Closing, an amendment of its 401(k) plan to
eliminate the amounts paid pursuant to the Deferred Compensation Agreements and
the Retention Agreements from the amounts which are considered when determining
the Company's obligation to contribute to the 401(k) plan. If the Company does
not so amend its 401(k) plan, the adjustments to the Purchase Price for the
Employee Retention Amount and the Deferred Compensation Amount shall be
increased by the amount the Company is required to contribute to its 401(k) plan
in respect of the Employee Retention Amount and the Deferred Compensation
Amount, respectively.

ARTICLE 6: MUTUAL COVENANTS AND CONDITIONS PRECEDENT TO OBLIGATIONS

         Unless waived in writing by the parties, each and every obligation of
Purchaser and Shareholders to be performed at the Closing shall be subject to
the satisfaction at or prior thereto of each and all of the following conditions
precedent:

         6.1 PROCEEDINGS. There being no (i) Proceedings which have been
brought, asserted, commenced or Threatened against the Purchaser, the Company
and/or the Shareholders by any Person involving or affecting in any way the
Purchaser's, the Company's or, the Shareholders' consummation of the
transactions contemplated hereby, or (ii) Applicable Laws restraining or
enjoining or which may reasonably be expected to nullify or render ineffective
this Agreement or the consummation of the transactions contemplated hereby or
which otherwise could reasonably be expected to have a Material Adverse Effect
on the Company.

         6.2 CONSENTS AND APPROVALS. Purchaser and the Shareholders shall have
received evidence, in form and substance reasonably satisfactory to counsel for
Purchaser and the Shareholders, that all material consents, waivers, releases,
authorizations, approvals, licenses, certificates, permits and franchises of all
Persons (including each and every Governmental Authority) as may be necessary to
consummate the transactions contemplated by this Agreement and for the Purchaser
to carry on and continue the operations of the Company as they are now conducted
have been obtained. All consents of the FCC shall be by Final Order; provided,
however, that if Purchaser and the Shareholders waive the condition of FCC
consent by Final Order, the parties shall consider FCC consent without Final
Order sufficient to proceed to Closing according to the other terms of this
Agreement. "FINAL ORDER" means an action or decision of the FCC as to which (i)
no request for a stay is pending, no stay is in effect, and any deadline for
filing such request that may be designated by statute or regulation has passed,
(ii) no petition for rehearing or reconsideration or application for review is
pending and the time for the filing of such petition or application has passed,
(iii) the FCC does not have the action or decision under reconsideration on its
own motion and the time within which it may effect such reconsideration has
passed and (iv) no judicial appeal is pending or in effect and any deadline for
filing any such appeal that may be designated by statute or rule has passed.

         6.3  VALLEY SALE.  The closing of the Valley Sale shall have been 
consummated by a closing.

         ARTICLE 7: CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS

         Unless waived by Purchaser in writing, or deemed waived pursuant to the
terms of Section 7.9 and/or 7.10, each and every obligation of Purchaser to be
performed at the Closing shall be subject to the satisfaction at or prior
thereto of each and all of the following conditions precedent:

         7.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties made by Shareholders in this Agreement, including the documents,
instruments and agreements to be 

                                       32

<PAGE>

executed and/or delivered by Shareholders pursuant to this Agreement, shall 
be true and correct in all material respects at and as of the Closing with 
the same force and effect as though such representations and warranties had 
been made or given at and as of the Closing.

         7.2  COMPLIANCE WITH COVENANTS AND AGREEMENTS. The 
Shareholders shall have performed and complied with all of their 
covenants, agreements and obligations under this Agreement which 
are to be performed or complied with by them at or prior to the 
Closing, including the execution and/or delivery of the documents, 
instruments and agreements specified in Section 10.2 hereof or in 
such documents, instruments and agreements, all of which shall be 
reasonably satisfactory in form and substance to counsel for 
Purchaser.

         7.3  NO MATERIAL ADVERSE CHANGE. As of the Date of Closing, nothing
shall have occurred which, in the reasonable judgment of Purchaser could,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the Company.

         7.4  APPROVAL BY COUNSEL. All actions, proceedings, instruments and
documents required of Shareholders to carry out the transactions contemplated by
this Agreement or incidental thereto and all other related legal matters shall
have been reasonably satisfactory to and approved by counsel for Purchaser, and
such counsel shall have been furnished with such certified copies of actions and
proceedings and such other instruments and documents as they shall have
reasonably requested.

         7.5  LEGAL OPINION. The Purchaser shall have received one or more
opinions from the counsel for the Shareholders and the Company, dated as of the
Date of Closing, in form and substance satisfactory to the Purchaser in
Purchaser's reasonable commercial discretion.

         7.6  RESIGNATION OF DIRECTORS AND OFFICERS. All directors and officers
of the Company whose resignations have been requested by the Purchaser shall
have been submitted or shall have been removed effective as of the Date of
Closing.

         7.7  CORPORATE ACTION. Purchaser shall have received (a) a certificate
of the Secretary of the Company as to the incumbency and signatures of the
officers and directors, and (b) a good standing certificate of existence from
the State of Minnesota for the Company.

         7.8  [THIS SECTION INTENTIONALLY OMITTED.]

         7.9  ENVIRONMENTAL AUDIT. Subject to the other provisions contained in
this Section, the Shareholders shall permit Purchaser or any reasonably
qualified environmental consultant designated by Purchaser (the "ENVIRONMENTAL
AUDIT FIRM") to conduct a Phase I environmental audit, and, if reasonably
determined by the Purchaser to be necessary, a Phase II environmental audit
(collectively, the "AUDIT") of the Real Estate prior to Closing. Beginning
immediately after the execution hereof, the Environmental Audit Firm shall have
full and free access to the Real Estate during normal business hours, upon
reasonable notice; provided, however, that neither Purchaser nor the
Environmental Audit Firm shall unreasonably interfere with the normal business
operations of the Company. The Audit shall be completed as soon as practicable
and Purchaser shall, promptly upon receipt, furnish the Shareholders with a copy
of all written reports relating to the Audit provided by the Environmental Audit
Firm. In the event a written report is not requested or the report is given
orally, the Company shall have the right to request and receive a written report
and to obtain an oral report from the Environmental Audit Firm. Purchaser shall
pay all fees and expenses of the Environmental Audit Firm. The Purchaser shall
indemnify and hold the Company harmless from, against and in respect of any and
all property damage caused by the Environmental Audit Firm. Purchaser shall be
allowed twenty (20) days after receipt of the final written or oral report
related to the Audit for the examination thereof and the making and delivery of
any written objections to the condition of the Real Estate to the Shareholders
in accordance with the notice provisions of this Agreement; provided, however,
that any such objections may be made only if the Audit discloses facts or
conditions (i) that purportedly violate any Applicable Laws in any material
respect, (ii) which could reasonably be expected to have a Material Adverse
Effect on the Company, or (iii) that are inconsistent in any material respect
with the representations and warranties of Shareholders set forth herein. If no
such written objections are made 

                                       33

<PAGE>
by the Purchaser within such twenty (20) day period, the Audit in its 
entirety, shall be incorporated to the Schedules and Purchaser shall accept 
any conditions disclosed in the Audit "as-is." If any such written objections 
are made by Purchaser within said twenty (20) day period, Shareholders shall 
use commercially reasonable efforts, at their sole cost and expense, to cure 
said objections on or before December 31, 1998; provided, however, that 
Shareholders shall have no obligation to cure or attempt to cure (i) the 
objections as to any one (1) parcel of Real Estate if the cost of the cure as 
to that parcel exceeds $50,000 or (ii) any objections whatsoever if the 
aggregate cost of cure for all Real Estate exceeds $200,000, all as 
reasonably estimated by the Environmental Audit Firm. If the objections are 
not cured or curable within said period, the parties shall attempt to 
negotiate a mutually acceptable arrangement regarding the cure of the 
objections to the conditions of the Real Estate for a period of twenty (20) 
days after December 31, 1998. If the objections to the condition of the Real 
Estate are not cured, or curable, or reasonable arrangements made with regard 
to such cure, on or before January 20, 1999, then Purchaser shall have the 
right for a period of ten (10) business days after January 20, 1999 to 
terminate this Agreement by giving written notice of termination to 
Shareholders. In the event Purchaser elects to terminate this Agreement 
pursuant to this Section 7.9, such termination shall be without liability or 
any further obligation of the Shareholders to Purchaser unless Shareholders 
have made a deliberately false or misleading warranty or representation with 
respect to one or more of the conditions to which Purchaser objected. If 
Purchaser does not exercise its right to terminate pursuant to this Section 
7.9, the Audit in its entirety, shall be incorporated to the Schedules and 
Purchaser shall accept such conditions "as-is."

         7.10     TITLE MATTERS; SURVEYS.

                  (a) As soon as practicable following the execution hereof,
         Shareholders shall provide to Purchaser A.L.T.A. Form 1992 title
         insurance commitments from a title insurance company reasonably
         acceptable to Purchaser for each parcel of Real Estate listed on
         SCHEDULE 7.10 agreeing to insure title of owner or tenant, as the case
         may be, in amounts reasonably satisfactory to Purchaser for each such
         parcel with standard exceptions waived, together with copies of all
         documents mentioned in said title insurance commitments. In each case,
         the amounts purchased shall be increased as necessary to comply with
         co-insurance provisions of the policies or to qualify for waivers or
         "agreed-amount" endorsements. Shareholders also agree to procure for
         Purchaser Owner's or Leasehold Owner's policies of title insurance, as
         applicable, on A.L.T.A. Form 1992 for each parcel of Real Estate listed
         on SCHEDULE 7.10. Shareholders shall bear the cost of obtaining the
         title insurance commitments and Purchaser shall pay the cost of the
         title insurance policies. The policies shall include waivers of the
         co-insurance clause reasonably acceptable to Purchaser. Purchaser shall
         be allowed twenty (20) days after receipt of complete commitments
         (including copies of documents mentioned therein and surveys relating
         thereto, if applicable) for the examination thereof and the making and
         delivering of any written objections to the marketability of title. Any
         such written objection shall be listed on SCHEDULE 5.19 prepared by
         Purchaser at or prior to Closing. If no title objections are made
         within such period, such objections shall be deemed to have been waived
         by Purchaser. If any written objections to the marketability of title
         to any parcel of Real Estate listed on SCHEDULE 7.10 are made by
         Purchaser within said twenty (20) day period, Shareholders shall use
         commercially reasonable efforts, at their sole cost and expense, to
         cure said marketable title objections within thirty (30) days after
         said objections have been raised. If title to the Real Estate is not
         made marketable to Purchaser's reasonable satisfaction within such
         thirty (30) day period then Purchaser shall have the right for a period
         of ten (10) business days to terminate this Agreement by giving written
         notice of termination to Shareholders. If the Purchaser does not
         exercise its right to terminate, Purchaser shall be deemed to have
         waived uncured objections to the marketability of title disclosed by
         the title insurance commitments.

                  (b) Shareholders shall provide, at their expense, as-built
         surveys of each parcel of Real Estate listed in SCHEDULE 7.10 in
         accordance with requirements previously delivered to counsel for the
         Shareholders. Purchaser shall have the right to make written objections
         to title based upon any such survey within twenty (20) days after
         delivery of a copy of the survey to Purchaser, and any such objections
         to title shall be treated in the same manner as objections to title
         pursuant to Section 7.10(a) of this Agreement.

                                       34
<PAGE>

         7.11 PENDING FCC APPLICATION. The FCC shall have approved by Final
Order the Company's currently pending Phase 2 Cellular Application to serve
unserved areas in South Dakota, RSA 4.

         7.12 DUE DILIGENCE. Purchaser shall be reasonably satisfied with its
investigation of the Company and the Business. This condition precedent shall be
deemed to be waived by Purchaser unless Purchaser provides to the Shareholders a
written notice terminating this Agreement due to Purchaser's reasonable
objections to the condition of the Company or the Business on or before November
1, 1998.

          ARTICLE 8: CONDITIONS PRECEDENT TO SHAREHOLDERS' OBLIGATIONS

         Unless waived by Shareholders in writing, each and every obligation of
Shareholders to be performed at the Closing shall be subject to the satisfaction
at or prior thereto of each and all of the following conditions precedent:

         8.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties made by Purchaser in this Agreement, including the documents,
instruments and agreements to be executed and/or delivered by Purchaser pursuant
to this Agreement, shall be true and correct in all material respects at and as
of the Closing with the same force and effect as though such representations and
warranties had been made or given at and as of the Closing.

         8.2 COMPLIANCE WITH COVENANTS AND AGREEMENTS. Purchaser shall have
performed and complied with all of its covenants, agreements and obligations
under this Agreement which are to be performed or complied with by it at or
prior to the Closing, including the execution and/or delivery of the documents,
instruments and agreements specified in Section 10.3 hereof or in such
documents, instruments and agreements, all of which shall be reasonably
satisfactory in form and substance to counsel for Shareholders.

         8.3 APPROVAL BY COUNSEL. All actions, proceedings, instruments and
documents required of Purchaser to carry out the transactions contemplated by
this Agreement or incidental thereto and all other related legal matters shall
have been reasonably satisfactory to and approved by counsel for Shareholders,
and such counsel shall have been furnished with such certified copies of actions
and proceedings and such other instruments and documents as they shall have
reasonably requested.

         8.4 LEGAL OPINION. The Shareholders shall have received an opinion from
the counsel for the Purchaser, dated as of the Date of Closing, in form and
substance satisfactory to the Shareholders in the Shareholders' reasonable
commercial discretion.

         8.5 DELIVERY OF PURCHASE PRICE AND OTHER CONSIDERATION. Purchaser shall
have delivered to the Shareholders, against receipt of the certificates for the
Stock, the Purchase Price to be paid on the date of Closing determined in
accordance with Section 2.3.

         8.6 PENDING FCC APPLICATION. The FCC shall have approved by Final Order
the matters described in Section 7.11 hereof.

         ARTICLE 9: INDEMNIFICATION

         9.1 INDEMNIFICATION BY CERTAIN SHAREHOLDERS. George M. Revering, Joyce
Revering and the George M. Revering Irrevocable Trust U/A dated July 22, 1996
jointly and severally covenant and agree to indemnify and hold Purchaser, its
officers, directors, employees, affiliates, shareholders and agents, and each of
their respective heirs, personal representatives, successors and assigns,
harmless from, against and in respect of any and all losses, costs, expenses
(including without limitation, reasonable attorneys' fees and disbursements of
counsel), Liabilities, damages, fines, penalties, charges, assessments,
judgments, settlements, claims, causes of action and other obligations of any
nature whatsoever excluding from the foregoing, however, incidental or
consequential (including lost profits) or special damages of such 

                                       35

<PAGE>

Persons incurred directly, as opposed to such damages arising from a 
third-party claim (individually a "Loss" and collectively "LOSSES") that any 
of them may at any time, directly or indirectly, suffer, sustain, incur or 
become subject to, arising out of, based upon or resulting from or on account 
of each of the following:

                  (a) the breach or falsity of any representation or warranty
         made by Shareholders in this Agreement, including the documents,
         instruments and agreements to be executed and/or delivered by
         Shareholders pursuant hereto and thereto; provided, however, that
         Shareholders shall not be required to provide such indemnification for
         the breach or falsity of any such representation or warranty (other
         than representations or warranties contained in Sections 3.2, 3.5 or
         3.9 hereof) unless and until Purchaser, its officers, directors,
         employees, affiliates and shareholders shall have sustained cumulative
         Losses as a result of one or more such breaches or falsities of at
         least One Hundred Twenty-five Thousand and 00/100 Dollars ($125,000.00)
         (the "Basket Amount"). Once the aggregate of Losses exceeds the Basket
         Amount, Shareholders shall provide indemnification for all Losses
         sustained as a result of such breach(es) or falsity(ies) in excess of
         the Basket Amount; or

                  (b) the breach of any covenant or agreement made by
         Shareholders in this Agreement, including the documents, instruments
         and agreements to be executed and/or delivered by Shareholders pursuant
         hereto or thereto; or

                  (c) any Loss which is related in any way to Valley, the
         operation of Valley's business or to the Valley Sale; or

                  (d) any Loss which relates to a claim by an employee of the
         Company (i) that their employment was wrongfully terminated without
         cause, whether before, on or after the Date of Closing, and said claim
         is based, in whole or in part, on the Company's employee handbook as it
         existed on the date of this Agreement (provided, that the loss so
         indemnified shall be only to the extent determined to have been
         incurred as a result of the contents of the employee handbook); (ii)
         for matters arising out of acts or omissions of the Company or the
         Shareholders occurring prior to the Date of Closing; (iii) or for any
         claim pursuant to a Retention Agreement, which exceeds the retention
         bonus paid to such employee pursuant to their Retention Agreement.

         9.2 INDEMNIFICATION BY PURCHASER. Purchaser covenants and agrees to
defend, indemnify and hold Shareholders, and each of their respective heirs,
personal representatives, successors and assigns, harmless from, against and in
respect of any and all Losses that any of them may at any time, directly or
indirectly, suffer, sustain, incur or become subject to, arising out of, based
upon or resulting from or on account of each or both of the following:

                  (a) the breach or falsity of any representation or warranty
         made by Purchaser in this Agreement, including the documents,
         instruments and agreements to be executed and/or delivered by Purchaser
         pursuant hereto and thereto; or

                                       36

<PAGE>

       (b)  the breach of any covenant or agreement made by Purchaser in this
    Agreement, including the documents, instruments and agreements to be
    executed and/or delivered by Purchaser pursuant hereto or thereto; or

       (c)  any Loss arising from the performance of the Audit described 
    in Section 7.9 hereof.

         9.3 PROCEDURE FOR INDEMNIFICATION. In the event a party intends to seek
indemnification pursuant to the provisions of Sections 9.1 or 9.2 hereof (the
"INDEMNIFIED PARTY"), the Indemnified Party shall promptly give notice hereunder
to the other party (the "INDEMNIFYING PARTY") after obtaining written notice of
any claim, investigation, or the service of a summons or other initial or
continuing legal or administrative process or Proceeding in any action
instituted against the Indemnified Party as to which recovery or other action
may be sought against the Indemnified Party because of the indemnification
provided for in Section 9.1 or 9.2 hereof, and, if such indemnity shall arise
from the claim of a third party, the Indemnified Party shall permit the
Indemnifying Party to assume the defense of any such claim and any litigation
resulting from such claim; PROVIDED, HOWEVER, that the Indemnified Party shall
not be required to permit such an assumption of the defense of any claim or
Proceeding which, if not first paid, discharged or otherwise complied with,
would with substantial certainty result in a material interruption or disruption
of the business of the Indemnified Party, taken as a whole, or any material part
thereof. Notwithstanding the foregoing, the right to indemnification hereunder
shall not be affected by any failure of the Indemnified Party to give such
notice (or by delay by the Indemnified Party in giving such notice) unless, and
then only to the extent that, the rights and remedies of the Indemnifying Party
shall have been prejudiced as a result of the failure to give, or delay in
giving, such notice. Failure by the Indemnifying Party to notify the Indemnified
Party of its election to defend any such claim or action by a third party within
twenty (20) days after notice thereof shall have been given to the Indemnifying
Party shall be deemed a waiver by the Indemnifying Party of its right to defend
such claim or action.

         If the Indemnifying Party assumes the defense of such claim,
investigation or Proceeding resulting therefrom, the obligations of the
Indemnifying Party hereunder as to such claim, investigation or Proceeding shall
include taking all steps necessary in the defense or settlement of such claim,
investigation or Proceeding and holding the Indemnified Party harmless from and
against any and all damages caused by or arising out of any settlement approved
by the Indemnifying Party or any judgment entered in connection with such claim,
investigation or Proceeding, except where, and only to the extent that, the
Indemnifying Party has been prejudiced by the actions or omissions of the
Indemnified Party. The Indemnifying Party shall not, in the defense of such
claim or any Proceeding resulting therefrom, consent to entry of any judgment
(other than a judgment of dismissal on the merits without costs) except with the
written consent of the Indemnified Party (which consent shall not be
unreasonably withheld, delayed or conditioned) or enter into any settlement
(except with the written consent of the Indemnified Party)(which consent shall
not be unreasonably withheld, delayed or conditioned) unless (i) there is no
finding or admission of any violation of law and no material effect on any
claims that could reasonably be expected to be made against the Indemnified
Party (ii) the sole relief provided is monetary damages that are paid in full
for Losses which are applied against the BASKET AMOUNT and (iii) the settlement
shall include the giving by the claimant or the plaintiff to the Indemnified
Party a release from all Liability in respect to such claim or litigation.

         If the Indemnifying Party assumes the defense of such claim,
investigation or Proceeding resulting therefrom, the Indemnified Party shall be
entitled to participate in the defense of the claim, but solely by observation
and comment to the Indemnifying Party, and the counsel selected by the
Indemnified Party shall not appear on its behalf in any Proceeding arising
hereunder. The Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it to participate in its defense unless any of
the following shall apply: (i) the employment of such counsel shall have been
authorized in writing by the Indemnifying Party; or (ii) the Indemnifying
Party's legal counsel shall advise the Indemnifying Party in writing, with a
copy to the Indemnified Party, that there is a conflict of interest that would
make it inappropriate under applicable standards of professional conduct to have
common counsel. If clause (i) or (ii) in the immediately preceding sentence is
applicable, then the Indemnified Party may employ separate 

                                       37
<PAGE>

counsel at the expense of the Indemnifying Party to represent the Indemnified 
Party, but in no event shall the Indemnifying Party be obligated to pay the 
costs and expenses of more than one such separate counsel for any one 
complaint, claim, action or Proceeding in any one jurisdiction.

         If the Indemnifying Party does not assume the defense of any such claim
by a third party or litigation resulting therefrom after receipt of notice from
the Indemnified Party, the Indemnified Party may defend against such claim or
litigation in such manner as it reasonably deems appropriate, and unless the
Indemnifying Party shall deposit with the Indemnified Party a sum equivalent to
the total amount demanded in such claim or litigation plus the Indemnified
Party's estimate of the cost (including attorneys' fees) of defending the same,
the Indemnified Party may settle such claim or Proceeding on such terms as it
may reasonably deem appropriate and the Indemnifying Party shall, subject to its
defenses and the applicability of any remaining threshold loss amount provided
for in Section 9.1(a) hereof, promptly reimburse the Indemnified Party for the
amount of such settlement and for all reasonable costs (including attorneys'
fees), expenses and damages incurred by the Indemnified Party in connection with
the defense against or settlement of such claim, investigation or litigation, or
if any such claim or litigation is not so settled, the Indemnifying Party shall,
subject to its defenses and the applicability of any remaining BASKET AMOUNT
provided for in Section 9.1(a) hereof, promptly reimburse the Indemnified Party
for the amount of any final nonappealable judgment rendered with respect to any
claim by a third party in such litigation and for all costs (including
attorneys' fees), expenses and damage incurred by the Indemnified Party in
connection with the defense against such claim or litigation, whether or not
resulting from, arising out of, or incurred with respect to, the act of a third
party.

         Any Loss under this Article 9: (a) shall be computed net of (x) any
actual income tax benefit resulting therefrom to the Indemnified Party and (y)
any insurance coverage with respect thereto, (b) shall be increased to the
extent necessary to indemnify and hold harmless the Indemnified Party from any
actual amount of Liability for Taxes incurred and paid which is attributable to
a previous income tax deduction which is disallowed or the receipt of the
indemnity payment with respect to such claim; provided, further, that, in all
cases, the timing of the receipt or realization of any insurance proceeds or
income tax benefits shall be taken into account in determining the amount of
reduction of claims, (c) shall be based upon the actual dollar amount of the
proposed Loss, without use of any multiplier, and (d) except for Losses related
to title to the Stock or to Taxes shall be limited to and shall not exceed in
the aggregate for all Losses, one-half (1/2) of the Purchase Price.

         Each party shall cooperate in good faith and in all respects with each
Indemnifying Party and its representatives (including without limitation its
counsel) in the investigation, negotiation, settlement, trial and/or defense of
any Proceedings (and any appeal arising therefrom) or any claim. The parties
shall cooperate with the other in any notifications to and information requests
of any insurers. No individual representative of any Person, or their respective
Affiliates shall be personally liable for any Loss under this Agreement, except
as specifically agreed to by said individual representative.

         9.4 DISPUTE RESOLUTION In the event a dispute arises under this
Agreement, except with respect TO SECTION 2.5, such disputes shall be resolved
in the manner set forth in this SECTION 9.4.

                  (a) If a dispute arises under this Agreement, including any
         question regarding the existence, validity, interpretation or
         termination hereof, which is not described as an exception in this
         SECTION 9.4, Purchaser and the Shareholders may invoke the dispute
         resolution procedure set forth in this SECTION 9.4 by giving written
         notice to the other party. The parties shall enter into discussions
         concerning this dispute. If the dispute is not resolved as a result of
         such discussion in ten (10) days, an attempt will be made to resolve
         the matter by a formal nonbinding mediation with an independent neutral
         mediator agreed to by the parties. If the parties cannot agree on a
         mediator within a period of ten (10) days after expiration of the ten
         (10) day period for resolution by discussion, then either party may
         apply to any court of competent jurisdiction for appointment of a
         mediator, which appointment shall be binding and nonappealable. Upon
         commencement of the mediation process, the parties shall promptly
         communicate with respect to a procedure and schedule for the conduct of
         the proceeding and for the exchange of documents and other 

                                        38
<PAGE>

         information related to the dispute. The mediation process shall be
         deemed ended if the dispute has not been resolved within thirty (30)
         days after  appointment of the mediator.

                  (b) All claims, disputes or other matters in question between
         the parties to this Agreement arising out of or relating to this
         Agreement which are not resolved by mediation in accordance with
         SECTION 9.4(a) within thirty (30) days after appointment of mediator
         shall be submitted for, subject to and decided by arbitration in
         accordance with the Commercial Arbitration Rules of the American
         Arbitration Association currently in effect as of the date of this
         Agreement ("AAA Rules"), except to the extent those rules are
         inconsistent with this SECTION 9.4. Any arbitration must be held in
         Minneapolis, Minnesota by a single arbitrator mutually selected by the
         parties hereto or, if the parties hereto cannot agree on the
         appointment of such arbitrator within ten (10) days following the date
         notice of the dispute is given by a party to the adverse party, an
         arbitrator selected according to the AAA Rules. The arbitrator's award
         shall be final, conclusive and binding upon all parties to this
         Agreement, and judgment may be entered upon it in accordance with the
         Federal Arbitration Act any court of general jurisdiction in Minnesota,
         or in any United States District Court having jurisdiction in
         Minnesota. The arbitrator shall be required to provide in writing to
         the parties the basis for the award or order of such arbitrator, and a
         court reporter shall record all hearings (unless otherwise agreed to by
         the parties), with such record constituting the official transcript of
         such proceedings. Shareholders and Purchaser specifically desire this
         Arbitration clause to be governed by the United States Federal
         Arbitration Act, and not by the arbitration laws of any state.

                  (c) Shareholders and Purchaser agree and consent that any
         legal action, suit or proceeding seeking to enforce this Section 9.4 or
         to confirm or contest any arbitration award shall be instituted and
         adjudicated solely and exclusively in any court of general jurisdiction
         in Minnesota, or in the United States District Court having
         jurisdiction in Minnesota and Shareholders and Purchaser agree that
         venue will be proper in such courts and waive any objection which they
         may have now or hereafter to the venue of any such suit, action or
         proceeding in such courts, and irrevocably consents and agrees to the
         jurisdiction of said courts in any such suit, action or proceeding.
         Shareholders and Purchaser further agree to accept and acknowledge
         service of any and all process which may be served in any such suit,
         action or proceeding in said courts, and also agree that service of
         process or notice upon them shall be deemed in every respect effective
         service of process or notice upon them, in any suit, action, proceeding
         or arbitration demand, if given or made: (i) according to applicable
         law; (ii) according to the AAA Rules; (iii) by a person over the age of
         eighteen who personally serves such notice or service of process on
         Shareholders or Purchaser, as the case may be; or (iv) by certified
         mail, return receipt requested, mailed to Shareholders or Purchaser, as
         the case may be, at their respective addresses set forth in this
         Agreement.

                  (d) In the event of arbitration filed or instituted between
         the parties pursuant to this Section 9.4, the prevailing party will be
         entitled to receive from the adverse party all costs, damages and
         expenses, including reasonable attorney's fees, incurred by the
         prevailing party in connection with that action or proceeding whether
         or not the controversy is reduced to judgment or award. The prevailing
         party will be that party who is determined by the arbitrator to have
         prevailed on the major disputed issues.

                               ARTICLE 10: CLOSING

         10.1 DATE OF CLOSING. Subject to the satisfaction or waiver of the
conditions precedent contained in Articles 6, 7 and 8 hereof, the closing of the
transactions contemplated by this Agreement (the "CLOSING") shall be held at a
mutually agreed upon time on the first day of the month which is at least ten
(10) business days after (i) all consents and approvals required to consummate
the transactions contemplated hereby have been received from the FCC and (ii)
all other conditions to the Closing have been duly satisfied or waived in
writing, at the offices of Moss & Barnett, A Professional Association, 4800
Norwest Center, 90 South Seventh Street, Minneapolis, Minnesota, 55402, and
shall be as of the opening of business on such day. Such date is referred to in
this Agreement as the "DATE OF CLOSING."

                                       39
<PAGE>

         10.2 DOCUMENTS TO BE DELIVERED BY SHAREHOLDERS. At the Closing,
Shareholders shall execute, where necessary or appropriate, and deliver to
Purchaser each and all of the following:

                  (a) A certificate in the form of Exhibit C hereto signed by
         Shareholders, and dated as of the Date of Closing, to the effect that
         the representations and warranties made by Shareholders in this
         Agreement (as modified by the Schedules and any Supplements) and in any
         document, instrument and/or agreement to be executed and/or delivered
         by Shareholders pursuant to this Agreement are true and correct in all
         material respects at and as of the Closing and Shareholders have
         performed and complied with all of their covenants, agreements and
         obligations under this Agreement which are to be performed and complied
         with by Shareholders at or prior to the Closing;

                  (b) The certificates evidencing the Stock duly endorsed by the
         Shareholders in blank or accompanied by assignments separate from
         certificate duly endorsed in blank;

                  (c) The minute book and stock book for the Company, RFC, GLCLP
         and Glacial DBS;

                  (d) If there have been any improvements constructed or repairs
         of existing improvements made with respect to any parcel of Real Estate
         within the last six months, or if any work has been done or labor or
         materials furnished with respect to any parcel of Real Estate, the
         Shareholders agree to deliver, and to cause the Company to deliver, to
         Purchaser on or prior to the Date of Closing such affidavits and other
         documents, including lien waivers for any such work in a form
         sufficient to permit the title company issuing the title insurance
         policy called for hereunder to delete all mechanic's liens exceptions;

                  (e) The Company's Affidavits for each parcel of Real Estate in
         a form sufficient to permit the title insurance company to delete the
         exceptions to title relating to parties in possession;

                  (f) Any other document or certificate that the title insurance
         company may reasonably require to issue the title insurance policies on
         the Real Estate in the form required by Section 7.10(a) hereof;

                  (g) Duly executed written opinion letters by Briggs and
         Morgan, Professional Association, counsel for Shareholders and the
         Company, and by the Company's counsel for FCC matters dated as of the
         Date of Closing, addressed to Purchaser and its lenders, as
         contemplated by Section 7.5 of this Agreement;

                  (h) Duly executed resignations of all of the officers and
         directors of the Company, and the resignations as employees of George
         M. Revering and Joyce C. Revering, all effective as of the Date of
         Closing;

                  (i)  A Mutual Release in the form of Exhibit D hereto 
         duly executed by the Shareholders (the "Release");

                                       40
<PAGE>

                       (i)      [THIS SUBSECTION INTENTIONALLY OMITTED.]

                  (k) A Satisfaction of Debt in the form of Exhibit E to this
         Agreement executed by each of Jim Jung, C. Max Tite, Susan Tite,
         William O. Chase and Bill Randall with respect to their respective
         Deferred Compensation Agreements.

                  (l) Assignment, Assumption and Consent Agreements in the form
         of Exhibit F regarding the Company's debts to Jim Jung and the Jung
         Girls Partnership, whereby George M. Revering assumes the Company's
         debts to Jim Jung and the Jung Girls Partnership and the Company is
         released from any Liability with respect to such debts;

                  (m) Such other documents and items as are reasonably necessary
         or appropriate to effect the consummation of the transactions
         contemplated hereby or which may be customary under local law; and

                  (n)      [THIS SUBSECTION INTENTIONALLY OMITTED.]

                  (o) A certificate of the trustee(s) of the George M. Revering
         Irrevocable Trust in the form of Exhibit G to this Agreement.

         10.3 DOCUMENTS TO BE DELIVERED BY PURCHASER. At the Closing, Purchaser
shall execute, where necessary or appropriate, and deliver to Shareholders each
and all of the following:

                  (a)  Payment of the Purchase Price by the method and 
          determined in accordance with Section 2.3 hereof;

                  (b) A certificate in the form of Exhibit H hereto signed by a
         duly authorized officer of Purchaser, and dated as of the Date of
         Closing, to the effect that the representations and warranties made by
         Purchaser in this Agreement and in any document, instrument and/or
         agreement to be executed and/or delivered by Purchaser pursuant to this
         Agreement are true and correct in all material respects at and as of
         the Closing and the Purchaser has performed and complied with all of
         its covenants, agreements and obligations under this Agreement which
         are to be performed and complied with by Purchaser on or prior to the
         Closing;

                  (c) A copy certified by the Secretary of Purchaser of the duly
         adopted resolutions of the Board of Directors of Purchaser approving
         this Agreement and authorizing the execution and delivery of this
         Agreement, including the documents, instruments and agreements to be
         executed and/or delivered by the Purchaser pursuant hereto, and the
         consummation of the transactions contemplated hereby and thereby;

                  (d) A duly executed written opinion letter by Moss & Barnett,
         a Professional Association, counsel for Purchaser, dated as of the Date
         of Closing, addressed to the Shareholders, as contemplated by Section
         8.4 of this Agreement;

                                       41


<PAGE>

               (e) The Release duly executed by the Purchaser and the Company;
         and

               (f) Such other documents and items as are reasonably necessary
         or appropriate to effect the consummation of the transactions
         contemplated hereby or which may be customary under local law.

         ARTICLE 11: PERFORMANCE FOLLOWING THE DATE OF CLOSING

         The following covenants and agreements are to be performed after the 
Closing by the parties and shall continue in effect for the periods 
respectively indicated or, where no indication is made, until performed:

         11.1  FURTHER ACTS AND ASSURANCES. The parties agree that, at any 
time and from time to time, on and after the Date of Closing, upon the 
reasonable request of the other party, they will do or cause to be done all 
such further acts and things and execute, acknowledge and deliver, or cause 
to be executed, acknowledged and delivered any and all papers, documents, 
instruments, agreements, assignments, transfers, assurances and conveyances 
as may be necessary or desirable to carry out and give effect to the 
provisions and intent of this Agreement. In addition, from and after the Date 
of Closing, the Purchaser will afford to the Shareholders and their 
attorneys, accountants and other representatives access, during normal 
business hours, to such personnel, books and records relating to the Company 
as may reasonably be required in connection with the preparation of financial 
information or the filing of Tax Returns and will cooperate in all reasonable 
respects in connection with claims and Proceeding asserted by or against 
third parties, relating to or arising from the transactions contemplated 
hereby.

         11.2  NON-COMPETITION AGREEMENT. During the period of thirty-six 
months (36) months from and after the Date of Closing, George M. Revering 
covenants and agrees that he will not, without the Purchaser's prior written 
consent, directly or indirectly, or individually or collectively within the 
States of Minnesota and South Dakota lend any material credit, advice or 
assistance, or engage in any activity or act in any manner, including but not 
limited to, as an individual, owner, sole proprietor, founder, associate, 
promoter, partner, joint venturer, shareholder other than as a less than five 
percent (5%) shareholder of a publicly traded corporation, officer, director 
(other than as a director of Purchaser, Midwest Telephone and other Persons 
with whom Mr. Revering is presently affiliated), trustee, manager, employer, 
employee, licensor, licensee, principal, agent, salesman, broker, 
representative, consultant, advisor, investor or otherwise for the purpose of 
establishing, operating or managing any business or entity that is engaged in 
activities competitive with the present Business of the Company.

         11.3  NON-SOLICITATION AGREEMENT. During the period of thirty-six 
(36) months from and after the Date of Closing, George M. Revering covenants 
and agrees that he will not, whether for his own account or for the account 
of any other Person, directly or indirectly interfere with the Company's 
relationship with or endeavor to divert or entice away from the Company any 
Person who or which at any time during the term of the Shareholders' prior 
employment by or affiliation with the Company is an employee, vendor, 
supplier or customer of the Company. The foregoing shall not apply to (i) 
employees, vendors, suppliers or customers who do not, at the time of any 
solicitation, have a relationship with the Company in such capacity; (ii) the 
services of William O. Chase for the purpose of providing financial and 
accounting services on behalf of the Shareholders or Payment Agent in 
connection with the preparation of the Closing Balance Sheet or other 
requirements of this Agreement; or (iii) any Revering family member.

         11.4  CONFIDENTIAL INFORMATION. The Shareholders understand and 
agree that the Business of the Company is based upon specialized work and 
that as officers, directors, employees or shareholders of the Company they 
received, had access to and/or contributed to Confidential Information. 
Except as may be necessary or desirable (i) for defense of a Loss or 
conducting or participating in a proceeding in accordance with Sections 9.1, 
9.3 or 9.4 hereof, (ii) in enforcing a Shareholder's rights under this 
Agreement, (iii) for the purpose of filing any report with any Governmental 
Body, (iv) in connection with advice sought from an attorney, accountant or 
similar professional, or (v) in connection with their continued individual 
employment by the Company or employment by or position with Purchaser, the 
Shareholders agree that at


                                     42

<PAGE>

all times from and after the Date of Closing, they shall keep secret all such 
Confidential Information and that they will not directly or indirectly Use or 
Disclose the same to any Person without first obtaining the written consent 
of the Purchaser. At any time the Purchaser may so request, the Shareholders 
shall turn over to the Purchaser all Confidential Information compiled by or 
delivered to the Shareholders, including copies thereof, in their possession, 
it being agreed that the same and all information contained therein are at 
all times the exclusive property of the Company.

         11.5  REASONABLENESS OF COVENANTS. The Shareholders acknowledge and 
agree that the geographic scope and period of duration of the restrictive 
covenants contained in Sections 11.2, 11.3 and 11.4 of this Agreement are 
both fair and reasonable and that the interests sought to be protected by the 
Purchaser and Company are legitimate business interests entitled to be 
protected. The Shareholders further acknowledge and agree that the Purchaser 
would not have purchased the Shareholders' Stock in the Company pursuant to 
this Agreement unless the Shareholders agreed to the covenants contained in 
such Sections.

         11.6  INJUNCTIVE RELIEF. The parties agree that the remedy of 
damages at law for the breach by any party of any of the covenants contained 
in Sections 11.2, 11.3, 11.4 or 11.9 is an inadequate remedy. In recognition 
of the irreparable harm that a violation by the Company or either party of 
any of the covenants, agreements or obligations arising under Sections 11.2, 
11.3, 11.4 or 11.9 would cause the Company or the other party, each party 
agrees that in addition to any other remedies or relief afforded by law, an 
Injunction against an actual or threatened violation or violations may be 
issued against them and every other Person concerned thereby, it being the 
understanding of the parties that both damages and Injunction shall be proper 
modes of relief and are not to be considered alternative remedies.

         11.7  BLUE PENCIL DOCTRINE. In the event that any of the restrictive 
covenants contained in this Article shall be found by a court of competent 
jurisdiction to be unreasonable by reason of its extending for too great a 
period of time or over too great a geographic area or by reason of its being 
too extensive in any other respect, then such restrictive covenant shall be 
deemed modified to the minimum extent necessary to make it reasonable and 
enforceable under the circumstances.

         11.8  NAME OF COMPANY.  The Shareholders, their successors and 
assigns, have the right to use the name, "Revering Group."

         11.9  EMPLOYEE RETENTION.

               (a) The Purchaser shall employ, or cause the Company to
         continue the employment of all employees of the Company who are listed
         on SCHEDULE 11.9 of this Agreement who continue to be employees of the
         Company as of the Date of Closing (other than George M. Revering, Joyce
         C. Revering or Marvin Vogelgesang) without interruption after the Date
         of Closing until three (3) months to the day after the Date of Closing
         (the "Transition Period").

               (b) Marvin Vogelgesang and any other employee of the Company
         listed on SCHEDULE 11.9 who meets the requirements set forth in their
         applicable retention/transition letter (the "Retention Agreements")
         executed with the Company (a "Qualified Employee") shall be paid a
         retention bonus in accordance and in the amount provided by with the
         terms of the applicable Retention Agreement.  Whether such requirements
         are met shall be determined in the reasonable discretion of the
         Shareholders, based on the terms of the Retention Agreements.  The
         employee retention amount (the "Employee Retention Amount") is equal
         to all


                                    43

<PAGE>

         amounts paid by the Company pursuant to the Retention Agreements
         for the nine (9) month retention payment obligation and all of
         the Company's other expenses related to said payments as set forth
         in SCHEDULE 11.9.  The portion, if any, of the Employee
         Retention Amount not paid by the Company to Qualified Employees
         shall be paid to the Shareholders by Purchaser after the liability
         for Employee Retention Amount payments has been finally determined.

               (c) Notwithstanding the foregoing, the Company from and after
         the Date of Closing, and without triggering an obligation pursuant to
         any Retention Agreement, may terminate the employment of Company
         employees for objective occurrences constituting "cause," according to
         the normal employment policies and practices of Purchaser or the
         Company for all employees similarly situated. Notwithstanding any
         provision in this Agreement to the contrary, all Company employees
         shall remain at-will employees of the Company. Except for reasonable
         changes in duties, all Company employees, except for Marvin Vogelgesang
         and the Valley Employees, shall continue to be employed by the Company
         during the Transition Period on substantially the same terms and
         conditions as they are employed by the Company as of the Date of
         Closing. Purchaser shall cause the Company to provide the Company's
         employees the Benefit Plans and other employee benefits that are
         provided to Purchaser's employees from time to time; provided, however,
         that Purchaser may choose to continue the Company's 401(k) plan, as
         amended, after the Closing in lieu of providing Purchaser's 401(k) plan
         to the Company's employees. Purchaser shall credit all Company
         employees, for the purpose of medical, dental, health and life
         insurance, Purchaser's 401(k) plan, and paid time off with all of their
         prior service/employment time with the Company. Nothing in this Section
         11.9 is intended to create, or shall create or confer, any rights or
         remedies upon any Person other than the Purchaser or the Shareholders
         and their respective successors and assigns, nor shall this Section
         11.9 create any right of employment for any employee of the Company.
         The Shareholders shall have the right to seek an Injunction, without
         the necessity of posting bond, to cause the Company and the Purchaser
         to comply with the provisions of this Section.

         11.10 TAX MATTERS. The following provisions shall govern the 
allocation of responsibility as between the Purchaser and each Shareholder 
for certain tax matters following the Date of Closing:

               (a) TAX PERIODS BEGINNING BEFORE AND ENDING ON OR BEFORE THE
         DATE OF CLOSING. The Shareholders shall prepare or cause to be prepared
         and file or cause to be filed any federal or state income Tax Returns
         of the Company for Tax periods which begin before the Date of Closing
         and end on or before the Date of Closing. The Shareholders shall permit
         the Purchaser to review and comment upon each such Tax Return described
         in the preceding sentence prior to filing. Purchaser shall cause a
         Company officer to sign the Tax Returns prepared by the Shareholders.

                (b) TAX PERIODS BEGINNING BEFORE AND ENDING AFTER THE DATE OF
         CLOSING. The Purchaser shall prepare or cause to be prepared and file
         or cause to be filed any federal or state Tax Returns of the Company
         for Tax periods which begin before the Date of Closing and end after
         the Date of Closing. The Purchaser shall permit the Shareholders to
         review and comment upon each such Tax Return described in the preceding
         sentence prior to filing. For purposes of this Section 11.10(b) and
         Section 11.10(a), in the case of any Taxes that are imposed on a
         periodic basis and are payable for a taxable period that includes the
         Date of Closing, the portion of such Tax which relates to the portion
         of such taxable period ending on the day immediately prior to the Date
         of Closing shall (x) in the case of any Taxes other than Taxes based
         upon or related to income or receipts, be deemed to be the amount of
         such Tax for the entire taxable period multiplied by a fraction the
         numerator of which is the number of days in the taxable period ending
         on the day immediately prior to the Date of Closing and the denominator
         of which is the number of days in the entire taxable period, and (y) in
         the case of any Tax based upon or related to income


                                     44

<PAGE>

         or receipts be deemed equal to the amount which would be payable if the
         relevant taxable period ended on the Date of Closing. Any credits
         relating to a taxable period that begins before and ends after the day
         immediately prior to the Date of Closing shall be taken into account as
         though the relevant taxable period ended on the Date of Closing. All
         determinations necessary to give effect to the foregoing allocations
         shall be made in a manner consistent with prior practice of the
         Company.

               (c) COOPERATION ON TAX MATTERS.

                   (i)    The Purchaser, the Company and each Shareholder
               shall cooperate fully, as and to the extent reasonably
               requested by the other party, in connection with the filing of
               Tax Returns pursuant to this Section and any Proceeding with
               respect to Taxes. Such cooperation shall include the retention
               and (upon the other party's request) the provision of records
               and information which are reasonably necessary to any such
               Proceeding and making employees available on a mutually
               convenient basis to provide additional information and
               explanation of any material provided hereunder. The Purchaser
               shall cause the Company to agree, and each Shareholder agrees
               (A) to retain all books and records with respect to Tax
               matters pertinent to the Company relating to any taxable
               period beginning before the Date of Closing until the
               expiration of the statute of limitations (and, to the extent
               notified by the Purchaser or any Shareholder, any extensions
               thereof) of the respective taxable periods, and to abide by
               all record retention agreements entered into with any taxing
               authority, and (B) to give the other party reasonable written
               notice prior to transferring, destroying or discarding any
               such books and records and, if the other party so requests,
               the Company or the Shareholder, as the case may be, shall
               allow the other party to take possession of such books and
               records.

                   (ii)   The Purchaser and each Shareholder further
               agree, upon request, to use reasonable efforts to obtain any
               certificate or other document from any Governmental Body or
               any other Person as may be necessary to mitigate, reduce or
               eliminate any Tax that could be imposed (including, but not
               limited to, Tax with respect to the transactions contemplated
               hereby).

               (d) CERTAIN TAXES. All transfer, documentary, sales, use,
         stamp, registration and other such Taxes and fees (including any
         penalties and interest) payable to the State of Minnesota or the State
         of South Dakota which are incurred by Shareholders in connection with
         this Agreement shall be paid by the Shareholders when due, and the
         Shareholders will, at their own expense, file all necessary Tax Returns
         and other documentation with respect to all such transfer, documentary,
         sales, use, stamp, registration and other Taxes and fees, and, if
         required by applicable law, the Purchaser will, and will cause its
         Affiliates to, join in the execution of any such Tax Returns and other
         documentation.

                             ARTICLE 12: TERMINATION

         12.1  TERMINATION. This Agreement may be terminated and the 
transactions contemplated herein may be abandoned after the date of this 
Agreement, but not later than the Closing:

               (a)   by mutual written consent of all parties hereto;

               (b)   by Purchaser or Shareholders if any of the conditions
         provided for in Article 6 of this Agreement have not been met and have
         not been waived in writing by the party seeking to terminate on or
         before the Date of Closing;

               (c)   by Purchaser if any of the conditions provided for in
         Article 7 of this Agreement have not been met and have not been waived
         or deemed waived in 

                                     45

<PAGE>

         accordance with the provisions of this Agreement in writing by
         Purchaser on or before the Date of Closing;

               (d)   by Shareholders if any of the conditions provided for in
         Article 8 of this Agreement have not been met and have not been waived
         in writing by Shareholders on or before the Date of Closing;

               (e)   by either Purchaser or Shareholders if the Closing shall
         not have occurred on or before March 31, 1999; and

               (f)   by a party who objects to a Supplement pursuant to SECTION
         13.22.

In the event of termination or abandonment by any party as provided in this 
Section 12.1, written notice shall forthwith be given to the other party and, 
except as otherwise provided herein, each party shall pay its own expenses 
incident to preparation or consummation of this Agreement and the 
transactions contemplated hereunder and neither party shall have any 
Liability to the other hereunder except such Liability as may arise as a 
result of a breach hereof.

         12.2  RETURN OF DOCUMENTS AND NONDISCLOSURE. If this Agreement is 
terminated for any reason pursuant to Section 12.1 hereto, each party and its 
counsel shall return all documents and materials which shall have been 
furnished by or on behalf of the other party, and all copies thereof, and 
each party hereby covenants that it will not Use or Disclose to any Person 
any Confidential Information about the other party or any information about 
the transactions contemplated hereby, except insofar as may be necessary to 
comply with the requirements of any Governmental Body or Order or to assert 
its rights hereunder.


                            ARTICLE 13: MISCELLANEOUS

         13.1  SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Each of the 
representations and warranties of the parties contained in this Agreement and 
in any Exhibit, Schedule, certificate, instrument or document delivered by or 
on behalf of any of the parties hereto pursuant to this Agreement and the 
transactions contemplated hereby shall survive the Closing of the 
transactions contemplated hereby and any investigation made by the parties or 
their agents for a period of two (2) years after the Closing, after which no 
claim for indemnification for any misrepresentation, or for the breach of any 
representation or warranty under this Agreement, may be brought, and no 
action with respect thereto may be commenced, and no party shall have any 
Liability or obligation with respect thereto, unless (i) the Indemnified 
Party gave written notice to the Indemnifying Party specifying with 
particularity the misrepresentation or a breach of representation or warranty 
claimed on or before the expiration of such period; (ii) the claim relates to 
a breach of any representation or warranty contained in Section 3.9, in which 
case the right to indemnification shall survive until the expiration of the 
applicable statute of limitations for each and any of the Taxes; or (iii) the 
claim relates to any representation or warranty in SECTIONS 3.2 OR 3.5.

         13.2  PRESERVATION OF AND ACCESS TO RECORDS. The Purchaser shall 
preserve or cause the Company to preserve all books and records of the 
Company for a period of six (6) years after the Date of Closing; provided, 
however, Purchaser may destroy any part or parts of such records upon 
obtaining written consent of Shareholders for such destruction, which consent 
shall not be unreasonably withheld. Such records shall be made available to 
Shareholders and their representatives at all reasonable times during normal 
business hours of the Company during said six-year period with the right at 
their expense to make abstracts from and copies thereof.

         13.3  COOPERATION. The parties hereto shall cooperate with each 
other in all respects, including using commercially reasonable efforts to 
assist each other in satisfying the conditions precedent to their respective 
obligations under this Agreement, to the end that the transactions 
contemplated hereby will be consummated.


                                     46

<PAGE>

         13.4  PUBLIC ANNOUNCEMENTS. The timing and content of all public 
announcements relating to the execution of this Agreement and the 
consummation of the transactions contemplated hereby shall be approved by 
both Purchaser and Shareholders prior to the release of such public 
announcements, and each party agrees to cooperate with the other party as 
appropriate to comply with all Applicable Laws. Subsequent to the date of 
receipt of all consents and approvals of each Governmental Body necessary to 
consummate this transaction, Purchaser may make such announcements and/or 
advertisements as Purchaser, in its sole discretion, deems necessary.

         13.5  NOTICES. All notices, demands and other communications 
provided for hereunder shall be in writing and shall be given by personal 
delivery, via facsimile transmission (receipt telephonically confirmed), by 
nationally recognized overnight courier (prepaid), or by certified or 
registered first class mail, postage prepaid, return receipt requested, sent 
to each party, at its/his address as set forth below or at such other address 
or in such other manner as may be designated by such party in written notice 
to each of the other parties. All such notices, demands and communications 
shall be effective when personally delivered, one (1) business day after 
delivery to the overnight courier, upon telephone confirmation of facsimile 
transmission or upon receipt after dispatch by mail to the party to whom the 
same is so given or made:

         If to Purchaser:        Rural Cellular Corporation
                                 P. O. Box 2000
                                 Alexandria, MN  56308
                                 Attn.: Richard Ekstrand, CEO

         With a copy to:         Ann K. Newhall, Esq.
                                 Moss & Barnett, A Professional Association
                                 4800 Norwest Center, 90 South Seventh Street
                                 Minneapolis, MN 55402

         If to Shareholders:     George M. Revering
                                 P.O. Box 27
                                 South Highway 29
                                 Parkers Prairie, MN 56361

         With a copy to:         Michael J. Grimes, Esq.
                                 Briggs and Morgan, Professional Association
                                 2400 IDS Center
                                 80 South Eighth Street
                                 Minneapolis, MN 55402

         13.6  ENTIRE AGREEMENT. This Agreement, including the documents, 
instruments, and agreements to be executed by the parties pursuant hereto, 
contains the entire agreement of the parties hereto and supersedes all prior 
or contemporaneous agreements and understandings, oral or written, between 
the parties hereto with respect to the subject matter hereof.

         13.7  REMEDIES. The respective indemnification obligations of the 
parties set forth in Article 9 of this Agreement are the exclusive remedies 
of the parties and their successors, assigns, heirs, beneficiaries or others 
seeking to claim by, through, or on behalf of a party, under this Agreement, 
and no other remedy or remedies, whether arising under any Applicable Law, 
common law or otherwise, may be used, asserted or prosecuted in connection 
with this Agreement and any transaction, occurrence, or omission arising 
from, in connection with or otherwise based upon this Agreement; provided, 
however, that all equitable remedies, except rescission, shall remain 
available.

         13.8  AMENDMENTS. No purported amendment, modification or waiver of 
any provision of this Agreement or any of the documents, instruments or 
agreements to be executed by the parties pursuant


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<PAGE>

hereto shall be effective unless in a writing specifically referring to this 
Agreement and signed by all of the parties hereto.

         13.9  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon 
and inure to the benefit of the parties hereto and their respective heirs, 
personal representatives, successors and permitted assigns, but except as 
hereinafter provided in this Section, nothing in this Agreement is to be 
construed as an authorization or right of any party to assign its rights or 
delegate its duties under this Agreement without the prior written consent of 
the other parties hereto. In their sole discretion (i) Purchaser may assign 
its rights in and/or delegate its duties under this Agreement to an Affiliate 
of the Purchaser and (ii) at or after the Closing, Shareholders may assign 
their rights and duties to the Payment Agent. In the event of such an 
assignment of rights and/or delegation of duties, all references to the 
Purchaser or any Shareholder, as applicable to the assignment in this 
Agreement shall also be deemed to be references to the Person to which this 
Agreement is assigned; provided that no such assignment and/or delegation 
shall relieve the assignor of any of its duties or obligations hereunder.

         13.10 COSTS. Except as otherwise provided in this Agreement, each 
party hereto shall pay their own costs and expenses incurred in connection 
with negotiating and preparing this Agreement and consummating the 
transactions contemplated hereby, including but not limited to fees and 
disbursements of their attorneys, accountants and investment bankers.

         13.11 GOVERNING LAW. This Agreement, including the documents, 
instruments and agreements to be executed and/or delivered by the parties 
pursuant hereto, shall be construed, governed by and enforced in accordance 
with the internal laws of the State of Minnesota, without giving effect to 
the principles of comity or conflicts of laws thereof.

         13.12 COUNTERPARTS. This Agreement may be executed in two or more 
counterparts, each of which shall be deemed an original but all of which 
together shall constitute one and the same Agreement.

         13.13 HEADINGS. The headings of the articles, sections and 
subsections of this Agreement are intended for the convenience of the parties 
only and shall in no way be held to explain, modify, construe, limit, amplify 
or aid in the interpretation of the provisions hereof. The terms "this 
Agreement," "hereof," "herein," "hereunder," "hereto" and similar expressions 
refer to this Agreement as a whole and not to any particular article, 
section, subsection or other portion hereof and include the Schedules and 
Exhibits hereto and any document, instrument or agreement executed and/or 
delivered by the parties pursuant hereto.

         13.14 SCOPE OF AGREEMENT. Unless the context otherwise requires, 
all references in this Agreement or in any Schedule or Exhibit hereto, to the 
assets, properties, operations, business, financial statements, employees, 
books and records, accounts receivable, accounts payable, Contracts or other 
attributes of the business of the Company shall mean such items or attributes 
as they are used in, apply to, or relate to the Business of the Company.

         13.15 NUMBER AND GENDER. Unless the context otherwise requires, 
words importing the singular number shall include the plural and vice versa 
and words importing the use of any gender shall include all genders.

         13.16 SEVERABILITY. In the event that any provision of this 
Agreement is declared or held by any court of competent jurisdiction to be 
invalid or unenforceable, such provision shall be severable from, and such 
invalidity or unenforceability shall not be construed to have any effect on, 
the remaining provisions of this Agreement, unless such invalid or 
unenforceable provision goes to the essence of this Agreement, in which case 
the entire Agreement may be declared invalid and not binding upon any of the 
parties.

         13.17 PARTIES IN INTEREST. Nothing expressed or implied in this 
Agreement is intended or shall be construed to confer any rights or remedies 
under or by reason of this Agreement upon any Person other than Purchaser and 
Shareholders and their respective heirs, personal representatives, successors 
and


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<PAGE>

permitted assigns. Nothing in this Agreement is intended to relieve or 
discharge the Liabilities of any third Person to Purchaser or Shareholders.

         13.18 WAIVER. The terms, conditions, warranties, representations and 
indemnities contained in this Agreement, including the documents, instruments 
and agreements executed and/or delivered by the parties pursuant hereto, may 
be waived only by a written instrument executed by the party waiving 
compliance. Any such waiver shall only be effective in the specific instance 
and for the specific purpose for which it was given and shall not be deemed a 
waiver of any other provision hereof or of the same breach or default upon 
any recurrence thereof. No failure on the part of a party hereto to exercise 
and no delay in exercising any right hereunder shall operate as a waiver 
thereof nor shall any single or partial exercise of any right hereunder 
preclude any other or further exercise thereof or the exercise of any other 
right.

         13.19 FORUM AND JURISDICTION. Except as required by Section 9.4 
hereof, the parties agree that the forum for any controversy arising under 
this Agreement shall be in the federal and state courts of the State of 
Minnesota and all parties consent to the personal jurisdiction of the federal 
and state courts of the State of Minnesota for such purposes.

         13.20 CONSTRUCTION. The parties have participated jointly in the 
negotiation and drafting of this Agreement. In the event an ambiguity or 
question of intent or interpretation arises, this Agreement shall be 
construed as if drafted jointly by the parties and no presumption or burden 
of proof shall arise favoring or disfavoring any party by virtue of the 
authorship of any of the provisions of this Agreement. The word "including" 
shall mean including without limitation. The parties intend that each 
representation, warranty and covenant contained herein shall have independent 
significance. If any party has breached any representation, warranty or 
covenant contained herein in any respect, the fact that there exists another 
representation, warranty or covenant relating to the same subject matter 
(regardless of the relative levels of specificity) which the party has not 
breached shall not detract from or mitigate the fact that the party is in 
breach of the first representation, warranty or covenant.

         13.21 PAYMENT AGENT. Payment Agent is hereby appointed by and for 
each Shareholder as their sole authorized agent with authority, without 
limitation, (i) to receive and remit the Purchase Price under this Agreement; 
(ii) to pursue, defend, compromise or otherwise make all decisions regarding 
indemnification pursuant to Article 9 of this Agreement; (iii) to calculate 
amounts due to and from Shareholders pursuant to this Agreement; (iv) to make 
or consent to all estimates for Tax Liabilities, holdbacks from amounts to be 
paid at Closing or otherwise required by this Agreement to be made by the 
parties; and (v) to otherwise take such acts or actions, or omit to take 
action, or make each and every decision which may be taken or made by any 
Shareholder pursuant to or arising from or in connection with this Agreement. 
Any action or failure to act taken (or not taken) by the Payment Agent shall 
constitute a decision of each Shareholder and shall be final, binding and 
conclusive upon them. Purchaser may rely upon any decision, act, consent or 
instruction of the Payment Agent as being the decision, act, consent or 
instruction of each and all of the Shareholders. Purchaser is hereby relieved 
from any Liability to any person for any acts done by Purchaser in accordance 
with any decision, act, consent or instruction of the Payment Agent. Payment 
Agent agrees to indemnify and hold harmless Purchaser from and against any 
Liabilities Purchaser may incur as a result.

         13.22 SUPPLEMENTATION OF SCHEDULES. Shareholders or Purchaser may 
elect to deliver a supplement ("Supplement") to one or more of the Schedules 
and previously delivered to the other in accordance with the procedures set 
forth in this Section 13.22 as follows:

               (a) Prior to the Date of Closing, any and all Supplements must
         be in writing and must be delivered to the other party before the date
         that is five (5) business days prior to the scheduled Date of Closing.
         The other party shall be given the opportunity during the five (5)
         business days following the delivery of the proposed Supplement to
         consider that Supplement. If the recipient does not object to the
         contents of the Supplement within such period, the Schedule in question
         shall be deemed amended by the Supplement. If the recipient objects to
         a proposed Supplement, the sole remedy of such objecting party shall be
         termination of this Agreement in


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<PAGE>

         accordance SECTION 12.1(f) of this Agreement, provided that this
         limitation of remedies shall only apply if the Supplement was prepared
         in connection with Sections 3.17, 3.28, 5.19, 7.9 or 7.10 of this
         Agreement, or was made necessary by a change in circumstance from the
         date of this Agreement to the date of the proposed Supplement; and

               (b) Any and all Supplements within five (5) business days prior
         to the scheduled Date of Closing must be in writing and delivered to
         the other party pursuant to SECTION 13.5 of this Agreement, and will
         only be deemed to amend a Schedule with the written consent of the
         recipient of the Supplement.




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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to 
be executed by duly authorized representations as of the day, month and year 
first above written.


                                           PURCHASER:

                                           RURAL CELLULAR
                                           CORPORATION


                                           By
                                             --------------------------------
                                             Its
                                                -----------------------------

 BY SIGNING THIS AGREEMENT, SHAREHOLDERS ACKNOWLEDGE THAT THEY HAVE READ SECTION
   13.21 OF THIS AGREEMENT, AND THAT THEY HAVE APPOINTED REVERING SHAREHOLDER
    REPRESENTATIVE CORPORATION AS THEIR SOLE AUTHORIZED AGENT WITH AUTHORITY
                         AS SET FORTH IN SECTION 13.21.





                                           SHAREHOLDERS:


                                           -----------------------------------
                                           GEORGE M. REVERING


                                           -----------------------------------
                                           JOYCE C. REVERING


                                           -----------------------------------
                                           GEORGE D. REVERING


                                           -----------------------------------
                                           DAN J. REVERING


                                           -----------------------------------
                                           DEREK V. REVERING


                                           GEORGE M. REVERING IRREVOCABLE TRUST
                                           U/A DATED JULY 22, 1996

                                           BY
                                             ---------------------------------
                                              JOYCE C. REVERING, SOLE TRUSTEE



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