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                      AMENDMENT TO MASTER DISTRIBUTION AGREEMENT

     This AMENDMENT (the "Amendment") is made and entered into this 6th day 
of November, 1998 (the "Amendment Date"), by and between Intek Global Corp. 
("Intek"), a corporation organized under the laws of the State of Delaware 
with principal offices at 214 Carnegie Center, Suite 304, Princeton, New 
Jersey 08540-6237, NRTC LLC ("NRTC"), a limited-liability company organized 
under the laws of the Commonwealth of Virginia with principal offices at 2201 
Cooperative Way, Suite 400, Herndon, Virginia 20171, and the National Rural 
Telecommunications Cooperative ("NRTC Corporate"), a non-profit cooperative 
association organized under the laws of the District of Columbia with 
principal offices at 2201 Cooperative Way, Suite 400, Herndon, Virginia 
20171. 

                                     RECITALS:

     WHEREAS, Intek and NRTC entered into a Master Distribution Agreement 
dated September 4, 1998 (the "'Distribution Agreement") pursuant to which the 
parties agreed to provide for the distribution by NRTC to its Members of the 
equipment and expertise of Intek and its affiliates in the construction and 
operation of wireless communications systems in the 220-222 MHz band (the 
"220 MHz Band") pursuant to licenses granted by the Federal Communications 
Commission (the "FCC"); 
     
     WHEREAS, pursuant to the FCC's auction of Phase II 220 MHz Band 
licenses, affiliates of each of the parties have acquired the rights to 
operate on new frequencies and in new geographic areas in the 220 MHz Band;
     
     WHEREAS, the parties have agreed to further define their rights and 
obligations pursuant to the distribution of Intek products and services to 
NRTC and its members and now are desirous of further memorializing in this 
Amendment their current understandings;

     NOW, THEREFORE, in consideration of the foregoing and of the respective 
representations, warranties, agreements and conditions contained herein, the 
parties hereto agree as follows:

1.   Except to the extent that a new definition is provided in this 
Amendment, all Capitalized terms used herein shall have the meaning defined 
for such terms in the Distribution Agreement.

2.   Amendment to Section 2.  Section 2.2 of the Distribution Agreement is 
hereby amended by adding Subsection (d) as follows:

     (d)    For purposes of this Amendment the "Roamer Marks" shall mean the 
trademark "RoameR One" and the tradename "RoameR One" and similar variations 
thereof and all registration, application and renewals thereof in the U.S. 
and all logos, whether or not registered, used in the U.S. in connection 
therewith. The Members in each State in the Exclusive Territory who purchased 
whole state 220 MHz rights from NRTC (or its affiliate, NRTC Corporate) shall 

<PAGE>

notify Intek no later than January 1, 1999 (or such later date as the parties 
may agree) of their intention to use the Roamer Marks in connection with the 
distribution of Company Products in their State. Any authorized Member who 
purchased whole state 220 MHz rights from NRTC (or its affiliate, NRTC 
Corporate) which elects to use the Roamer Marks in a State (a "Participating 
Member") in the Exclusive Territory shall pay royalties annually to Intek in 
the amount of $15,000 plus $500 for each base station constructed within that 
State up to  maximum annual royalty due of $25,000 for each State.  Intek and 
all Participating Members shall execute License Agreements, which Agreements 
shall provide for support of the use of the Roamer Marks by Intek as 
described in Schedule 1 to this Amendment.  The License Agreements shall 
further provide for use of the Roamer Marks by the Participating Member 
subject to the continuing rights of Intek and existing RoameR dealers to use 
such Roamer Marks and the  payment of the royalties by the Participating 
Member.  Intek and any NRTC Member (a "Non-Participating Member") or 
non-member associate of NRTC Corporate (including NRTC and NRTC Corporate 
each) who desires to use the Roamer Marks on a non-exclusive, non-statewide 
and royalty-free basis shall enter into Dealer Agreements, which Agreements 
shall on a most favored nation basis provide, among other things, the 
Non-Participating Member (and NRTC and/or NRTC Corporate each) a 
non-exclusive license to use the Roamer Marks within that Member's or 
entity's service area. The License Agreements and the Dealer Agreements shall 
also provide Intek with the right to take such actions as are necessary to 
protect the Roamer Marks, including the right to approve all promotional 
materials bearing the Roamer Marks and the right to terminate the license 
upon the misuse of the Roamer Marks by a Member or upon the provision of 
service by a Member employing the Roamer Marks not in accordance with 
acceptable industry practices and standards.       
     
3.   Amendment to Section 4.  Sections 4.2 (f) and 4.2 (g) of the 
Distribution Agreement are hereby deleted in their entirety and shall be of 
no further force and effect.

4.   Joint Development.    

     Intek and NRTC have agreed as follows with respect to the use and joint 
development of the J, K and L Block licenses: (a) the Nationwide K Block 
License shall be available for use during the term of the Development 
Agreements, as defined below, by Intek and NRTC, respectively, and their 
affiliates, subsidiaries, members and subscribers as follows: Intek shall 
designate up to fifty (50) of the 100 top MSAs not in the Exclusive Territory 
and five (5) of the channel pairs shall be available for use by Intek, and 
five (5) of the channel pairs shall be available for use by NRTC in the 
selected MSAs, with all channel pairs available for use by NRTC outside the 
selected MSAs; (b) the Nationwide L Block License shall be available for 
three years following grant of the license for the use and development by 
Intek and NRTC of  national wireless communications opportunities employing 
Intek's Linear Modulation ("LM") technology and equipment, or such other 
technology and equipment as may be mutually agreed by the parties; and (c) 
the Regional J Block Licenses shall be available for three years following 
the grant of the licenses for the use and development by Intek and NRTC of 
wireless communications systems employing Intek's LM technology and 
equipment, or such other  technology and equipment as may be mutually agreed 
by the parties as follows: Intek shall designate up to ten of the top 100 
MSAs not in the Exclusive Territory in each Region and eight (8) of the 
channel pairs shall be available for use by Intek and seven of the channel 
pairs shall be 


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available for use by NRTC in the selected MSAs, with all channel pairs 
available for use by NRTC outside the selected MSAs. The parties use and 
development of the licenses pursuant to this Section shall be subject to all 
applicable FCC Rules, regulations and policies.  Intek and NRTC shall each 
use their best reasonable efforts to negotiate and agree on Joint Development 
Agreements (the "Development Agreements") for the joint development and use 
by the parties and their affiliates, subsidiaries and members of the 
Nationwide K and L Block FCC Licenses and the Regional J Block FCC Licenses 
incorporating these provisions. The Development Agreement shall further 
provide that if after three years from the date of grant of the J Block 
licenses satisfactory progress towards construction of the licenses in 
response to FCC construction requirements and market demands has not been 
made, then Intek and NRTC shall each hold an option to terminate the J Block 
Development Agreement and purchase the J Block licenses and all associated J 
Block assets held by the other party for a payment in the amount of 
$1,018,250.00 plus the book value of any systems or equipment then operated 
by the other party or its Members, subsidiaries and affiliates on such 
frequencies. The Development Agreements shall provide for cooperation between 
the parties in the construction of facilities on the J, K and L Block 
licenses in an efficient manner to timely satisfy the construction 
requirements of Sections 90.767 and 90.769 of the FCC's Rules.

5.   Each of Intek and NRTC hereby restate and confirm as of the Amendment Date
the truth and accuracy in all material respects of the representations and
warranties contained in Section 6 of the Distribution Agreement. 

6.   NRTC Corporate is hereby made a party to the Distribution Agreement for
such purposes as expressly indicated herein.


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<PAGE>

     In Witness Whereof, the parties have hereunto set their hands and seals 
this 6th day of November, 1998.


                                   NATIONAL RURAL TELECOMMUNICATIONS COOPERATIVE
                                   
                                   
                                   /s/
                                   ---------------------------------------------
                                   By: 



                                   INTEK GLOBAL CORP.


                                   /s/
                                   ---------------------------------------------
                                   By:




                                   NRTC LLC


                                   /s/
                                   ---------------------------------------------
                                   By:


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