<PAGE>



                            MASTER DISTRIBUTION AGREEMENT





                                   BY AND BETWEEN
                                          
                                          
                              INTEK GLOBAL CORPORATION
                                          
                                        AND 
                                          
                                      NRTC LLC



<PAGE>


                            MASTER DISTRIBUTION AGREEMENT



          This Master Distribution Agreement ("Agreement") is made and 
entered into effective as of September 4, 1998, by and between Intek Global 
Corporation, a Delaware corporation ("Intek"),  and NRTC LLC, a 
limited-liability company organized under the laws of the Commonwealth of 
Virginia ("NRTC").

                                      RECITALS:

     A.   National Rural Telecommunications Cooperative, a non-profit 
cooperative association organized under the laws of the District of Columbia 
("NRTC Corporate") has acquired licenses granted by the Federal 
Communications Commission ("FCC") in the 220 - 222 megahertz ("220 MHZ") band 
spectrum for the purpose of providing the member companies of NRTC Corporate 
and/or of NRTC (the "Members") the opportunity to develop and construct a 
nationwide wireless communications system.  NRTC Corporate intends to 
transfer the 220 MHZ licenses it now owns and any such 220 MHZ licenses it 
subsequently acquires to NRTC.

     B.   Intek, through its wholly-owned subsidiary RoameR One, Inc., and 
any successor(s)  ("RoameR"), is in the business of developing, constructing, 
owning and managing two-way 220 MHZ specialized mobile radio ("SMR") services 
in the United States through the ownership or management of licenses granted 
by the FCC for the 220 MHZ band ("FCC Licenses") and, through its 
wholly-owned subsidiary, Midland USA, Inc., ("Midland") is in the business of 
sales and distribution of specialized mobile radio equipment ("SMR Products") 
utilizing "Linear Modulation Technology" ("LM Technology").  (Intek, RoameR 
and Midland and their businesses and products are sometimes referred to 
herein as  "Company").

     C.   NRTC desires Company to provide the equipment and its expertise to 
Members for the construction and operation of each Member's 220 MHZ SMR 
Systems and Company desires to participate in NRTC's undertaking and to 
provide its equipment and expertise to NRTC and the Members.

     1.   APPOINTMENT AS DISTRIBUTOR

          1.1  APPOINTMENT.  Company hereby appoints NRTC and Members who 
have acquired rights to use the FCC Licenses from NRTC each as a distributor 
of "Contract Products" (as defined below) solely for use by NRTC and such 
Members to their customers and/or subscribers in the "Exclusive Territory" 
(as defined below).  In addition, Company hereby appoints NRTC, NRTC 
Corporate, Members and non-Member associates of NRTC Corporate as 
distributors of Contract Products on a non-exclusive basis in areas outside 
of the Exclusive Territory in the United States.  Company and NRTC have 
agreed to negotiate in good faith and 


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<PAGE>

enter into a definitive supply agreement with respect to the Contract 
Products and other services (as appropriate).  The Company agrees to provide 
NRTC inventory price protection for a ninety day period for purchased 
products and free freight for specified thresholds for inventory products.

          1.2  "CONTRACT PRODUCTS."

               (a)  The term "Contract Products" shall mean, collectively, 
the 220 MHZ SMR system equipment and radio products sold or distributed by 
Company as those products are more particularly described on SCHEDULE 1.2 
attached hereto, as the same may be amended from time to time, by Company 
upon written notice to NRTC.  

               (b)  Company reserves the right to make changes or 
modifications in the manufacture, design and specifications of Contract 
Products in such manner and at such times as Company shall, in its sole 
discretion, deem to be necessary or advisable, and any changes so made shall 
be accepted by NRTC.  If any such changes or modifications in Contract 
Products are made, Company shall have no obligation to exchange, replace, 
change or modify any Contract Products previously sold by Company to NRTC or 
Members.  Company may, at any time, in its sole discretion, amend SCHEDULE 
1.2 to expand, limit, decrease or eliminate products to be included in 
Contract Products by so notifying NRTC in writing. Company will use all 
reasonable efforts to follow any changes or modifications to the Contract 
Products requested by NRTC; provided Company receives such request in writing 
from NRTC and in sufficient detail of NRTC's specifications and requirements 
to enable Company to analyze the viability of such changes or modifications 
and, further provided, NRTC agrees to purchase all such modified Contract 
Products and to pay Company's costs and expenses for the design and 
production of such modified Contract Products at the prices determined by 
Company and agreed to by NRTC.

          1.3  "EXCLUSIVE TERRITORY."  The term "Exclusive Territory" shall 
mean the geographic areas described on SCHEDULE 1.3 attached hereto, as the 
same may be amended from time to time by Company and NRTC.

          1.4  EXCLUSIVITY.  

               (a)  NRTC EXCLUSIVE TERRITORY.  During the term of this 
Agreement, NRTC shall have the right to promote, sell, market and distribute 
products and services under the RoameR brand name, including but not limited 
to the Contract Products using the Marks (as defined below), or to grant to 
any Member, the right to promote, sell, market and distribute the Contract 
Products using the Marks (as defined below) in the geographic areas described 
in SCHEDULE 1.3 (the "Exclusive Territory").  NRTC may submit proposed 
changes or modifications to the Exclusive Territory and Company agrees to 
consider such proposals in good faith.  Neither  NRTC (or any affiliate of 
NRTC) nor any person who acquires rights to use an FCC License held by NRTC 
(or any affiliate of such person) may promote, sell, market or distribute any 
products which compete directly in the 220 MHZ market and which compete 
directly with the Contract 


                                      2

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Products in the Exclusive Territory; provided, however, that the foregoing 
restriction shall have no application to any person or entity who promoted, 
sold, marketed or distributed any products which competed directly with the 
Contract Products prior to the time such person or entity acquired the rights 
to use an FCC License from NRTC, nor to NRTC or any such person with respect 
to the promotion, sale, marketing, or distribution of any products or 
equipment which do not compete with the Contract Products (for example, 
including, but not limited to, automatic meter reading equipment.)  Except as 
provided with respect to an "Overlapping Company System" (described in 
subparagraph (d) below) and with respect to the existing RoameR dealers 
currently subject to a distribution or reseller agreement with Company (as 
listed on SCHEDULE 1.4 (a)) attached hereto), Company shall not promote, 
sell, market or distribute any Contract Products (or competing products) in 
the Exclusive Territory to any new RoameR dealers, except NRTC and Members. 
Notwithstanding anything to the contrary, Company shall have the right to 
sell Contract Products to any person other than a RoameR dealer. Without 
NRTC's consent, the Company agrees not to sell any Contract Products, 
directly or indirectly, to any Members.

               (b)  TERMINATION OF EXCLUSIVITY.  Notwithstanding the 
foregoing, the exclusivity of NRTC, and those persons or entities who have 
acquired the rights to use FCC Licenses from NRTC, may be eliminated with 
respect to any portion of the Exclusive Territory to the extent NRTC fails to 
meet the minimum build out requirements established by the FCC to preserve 
ownership of the FCC Licenses and minimum sales requirements to be agreed by 
the parties hereto and set forth in SCHEDULE 1.4(b) to be attached hereto.

               (c)  NON-EXCLUSIVE TERRITORY.  During the term of this 
Agreement, Company shall have the right to manufacture, promote, sell, market 
or distribute, or to grant to any other person the right to manufacture, 
promote, sell, market or distribute, Contract Products in all geographic 
areas outside the Exclusive Territory and within the Exclusive Territory as 
permitted by Section 1.4(a) hereof. 

               (d)  OVERLAPPING COMPANY SYSTEM.  If, as of the Effective Date 
of this Agreement, Company is providing or able to provide, wireless 
communications services to airtime subscribers who are located (in whole or 
in part) in the Exclusive Territory utilizing FCC Licenses either owned or 
managed by Company (the "Overlapping Company System"), Company may continue 
to promote, sell and service any FCC Licenses and equipment constituting a 
part of such existing Systems in the Exclusive Territory.  For the period 
commencing on the Effective Date of this Agreement and ending on the one year 
anniversary of the close of the 220 MHZ Auction, NRTC, or the persons or 
entities who acquired rights to use FCC Licenses from NRTC in the geographic 
area which includes all or part of the Overlapping Company System, shall have 
the right to purchase the Overlapping Company System from Company in an 
amount equal to the capitalized investment of Company in such System plus an 
amount equal to forty-four (44) times the monthly gross revenue of air 
subscription rights from such System.


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<PAGE>

          1.5  COMMITMENT AND DUTIES OF NRTC.  

               (a)  NRTC COMMITMENT.  NRTC shall actively promote and market 
the Contract Products to all Members utilizing the FCC Licenses and further 
intends and makes a non-binding obligation to Company, without recourse or 
penalty for its failure to comply, to purchase Fifty Million Dollars 
($50,000,000) of Contract Products during the first five year term of this 
Agreement.  

               (b)  NRTC DUTIES.  The protection of the Marks (as defined 
below) and the success of NRTC in promoting the Contract Products depend upon 
maintaining a high standard of service and during the term of this Agreement. 
NRTC shall, at its sole expense and in the amount it determines, take the 
following actions:

                    (i)   inform Members as to the attributes and 
characteristics of the Contract Products and the sales, promotional, 
marketing and merchandising programs of Company;

                    (ii)  cooperate with Company in its sales, promotional, 
marketing, merchandizing and advertising programs for the Contract Products 
in the Exclusive Territory;

                    (iii) use commercially reasonable efforts to 
successfully promote, sell, market and distribute Contract Products to 
Members throughout the Exclusive Territory;

                    (iv)  act in strict compliance with all applicable laws, 
ordinances, regulations and other requirements of any and all federal, state, 
county, municipal or other governmental authorities, and obtain all permits, 
licenses or other consents necessary for the performance of its duties under 
this Agreement; and

                    (v)   permit authorized representative(s) of Company to 
call on or to contact Members through NRTC, and to assist such representative 
in establishing such contact where and as appropriate, as determined by NRTC.

     2.   TRADEMARKS

          2.1  "MARKS."  The term "Marks" shall mean all trademarks, 
tradenames, trade dress, service marks, logos, logotypes, designs, artwork, 
copyrights, signs, emblems, insignia, symbols, slogans or other marks set 
forth on SCHEDULE 2.1 hereto, as the same may be amended from time to time by 
Company upon written notice to NRTC, or any derivative or variation thereof 
that might create the impression to the reasonable consumer that the products 
or services thus marked are manufactured or distributed by, or otherwise 
associated with, a single business organization.


                                      4

<PAGE>

          2.2  OWNERSHIP AND LICENSE OF MARKS.   

               (a)  Nothing in this Agreement shall be deemed to confer upon 
NRTC any right, title or interest in or to any of the Marks, all of which 
shall be and remain the exclusive and valuable property of Company, 
including, but not limited to, the right to use any of the Marks as part of 
the name of any business owned, in whole or in part, by NRTC or any Member.

               (b)  During the term of this Agreement, NRTC and authorized 
Members shall have the non-exclusive right to use the Marks in the Exclusive 
Territory solely in connection with the distribution of Contract Products. 
Company and NRTC may subsequently agree to a license fee for the use of the 
Marks.  Immediately upon the termination of the rights granted to NRTC by 
Company under Section 1.1, NRTC, all Members (and all other persons acquiring 
rights to use the Marks from NRTC or a Member (or any affiliate of either of 
the foregoing) shall cease using the Marks in any manner.

               (c)  The Contract Products shall be distributed only under the 
Marks.

     3.   SALE OF CONTRACT PRODUCTS

          3.1  SALE OF CONTRACT PRODUCTS.

               (a)  Company shall sell and deliver to NRTC (or to a Member 
with NRTC's consent) such Contract Products as NRTC (or such Member) shall 
request.

               (b)  Each order for Contract Products shall be made using 
Company's standard form of purchase order, as the same may be amended by 
Company from time to time, and all such purchases shall be billed to NRTC or 
as otherwise agreed to by Company and NRTC. 

          3.2  PURCHASE PRICE. 

               (a)  The purchase price for Contract Products ordered or 
authorized by NRTC shall be as set forth on SCHEDULE 3.2.  Company shall have 
the right to change the purchase price of any of the Contract Products upon 
sixty (60) days written notice to NRTC.  The purchase price of Contract 
Products to be purchased by NRTC shall be the lowest rate quoted or charged 
by Midland to any dealer, customer or affiliate located in the United States 
for such item within the preceding 60 day period (including but not limited 
to any incentives, offsets, credits and/or other form of remuneration, in 
each case, applied on a consistent basis). On each one-year anniversary of 
the Effective Date of this Agreement, if NRTC has purchased at least $10 
million of Contract Products during such one-year period, NRTC shall be given 
a credit for future purchases of Contract Products equal to one-half of one 
percent (0.5%) of the aggregate price paid for Contract Products purchased 
during such one-year period. Such credit will be applied to subsequent 
purchases.


                                      5

<PAGE>

               (b)  The purchase price for each order of Contract Products 
shall be paid within thirty (30) days after the date of the bill of lading.  
For any order (or aggregate of orders) of Contract Products of One Million 
Dollars ($1,000,000) or more, Company may require NRTC to make payment of ten 
 percent (10%) of such order as a deposit toward the Purchase Price.

               (c)  In the event that full payment for any Contract Product 
has not been made on or before the thirtieth (30th) day after the date of the 
bill of lading, the payment due therefor shall be increased by one percent 
(1%) above the initial purchase price, and in the event that such payment has 
not been made on or before the thirtieth (30th) day after the date of the 
bill of lading, the payment due therefor shall increase to two percent (2%) 
above the initial purchase price.

               (d)  Company agrees to pay NRTC a commission equal to six (6%) 
percent of the purchase price paid to Company for each order of Contract 
Products made by (or with the authorization of) NRTC under this Agreement.  
Such commission shall be paid by Company to NRTC within thirty (30) days of 
receipt of final payment by Company with respect to such order.

          3.3  LIMITATIONS ON WARRANTIES.  COMPANY MAKES NO REPRESENTATIONS 
OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONTRACT PRODUCTS OR THE 
MARKS, INCLUDING, BUT NOT LIMITED TO, (i) THE IMPLIED WARRANTIES OF 
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR (ii) ANY 
REPRESENTATION OR WARRANTY WITH RESPECT TO THE VALIDITY OR SCOPE OF THE 
MARKS, OR (iii) ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE OWNERSHIP 
OF THE CONTRACT PRODUCTS OR THE MARKS OR THE INFRINGEMENT BY THE SAME OF ANY 
PATENT, TRADEMARK, COPYRIGHT OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY, 
OR (iv) ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE ABSENCE OF ANY 
DEFECT IN THE CONTRACT PRODUCTS.  NRTC REPRESENTS TO COMPANY THAT IT HAS 
REVIEWED THE CONTRACT PRODUCTS AND THE MARKS TO VERIFY THE SUITABILITY OF THE 
CONTRACT PRODUCTS FOR NRTC'S INTENDED PURPOSE. COMPANY AGREES TO INDEMNIFY 
AND HOLD NRTC HARMLESS AGAINST THE COST TO DEFEND AND ANY LIABILITY RESULTING 
FROM CLAIMS BY ANY THIRD PARTY (OTHER THAN NRTC OR ANY MEMBER OR ANY 
AFFILIATE OF NRTC OR ANY MEMBER) WITH RESPECT TO THE USE OF THE MARKS AS 
PERMITTED IN THIS AGREEMENT; PROVIDED NRTC GIVES COMPANY PROMPT WRITTEN 
NOTICE OF ANY SUCH CLAIM AND PROVIDES COMPANY SUCH REASONABLE COOPERATION AND 
ASSISTANCE AS COMPANY MAY REQUEST FROM TIME TO TIME IN THE DEFENSE THEREOF.

          3.4  LIMITATIONS ON REMEDIES.  IN NO EVENT SHALL EITHER PARTY TO 
THIS AGREEMENT BE LIABLE TO THE OTHER PARTY FOR ANY DAMAGES, 


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INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, LOST SAVINGS OR OTHER 
INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH 
NRTC'S DISTRIBUTION OF THE CONTRACT PRODUCTS OR NRTC'S USE OF THE MARKS IN 
CONNECTION WITH THE DISTRIBUTION OF THE CONTRACT PRODUCTS, EVEN IF SUCH PARTY 
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

          3.5  DEFECTIVE MERCHANDISE.  NRTC shall notify Company as soon as 
reasonably practicable of any defective Contract Products sold and delivered 
by Company to NRTC.  NRTC shall allow Company the opportunity to inspect any 
defective Contract Products at NRTC's premises, and, if requested by Company, 
shall return any defective Contract Products to Company at Company's expense. 
In the event that Company determines in its sole discretion that the defects 
in any such defective Contract Products were not caused by NRTC or others 
after the shipment of the same by Company to NRTC, Company shall, at its 
option, either provide NRTC with a refund or credit for the purchase price 
paid by NRTC to Company for or exchange such defective Contract Products.

          3.6  ADHERENCE TO LAWS.  NRTC acknowledges that it is Company's 
policy to comply with all federal, state and local laws, rules and 
regulations applicable to the transactions contemplated hereby and the 
performance of the obligations of the parties hereunder.  NRTC further 
acknowledges that it is a violation of this policy for an agent or sales 
representative of Company to attempt to dictate a resale price or to force 
adherence to suggested participation in sales promotions or to suggested 
resale prices.  NRTC further acknowledges that no employee or representative 
of Company has the power or authority to act contrary to this policy, and 
that any action contrary to this policy by any employee or representative of 
Company shall not bind Company or NRTC.  NRTC shall immediately notify 
Company in writing of any act or attempted act that NRTC has reason to 
believe is a violation of this policy.

     4.   TERM AND TERMINATION

          4.1  TERM.

          Unless otherwise terminated in accordance with Section 4.2, the 
initial term of this Agreement shall commence on the Effective Date hereof 
and shall terminate on the fifth anniversary of such date and shall be 
renewed automatically thereafter for subsequent one (1) year terms unless 
written notice of termination is given by either party to the other not less 
than thirty (30) days before the end of the initial term or any subsequent 
one (1) year renewal term.

          4.2  TERMINATION.  The rights granted by Company to NRTC under the 
Agreement shall terminate prior to the expiration of the stated term upon the 
happening of any of the following events:


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               (a)  at the option of either party, except as provided in 
subsection (c) below with respect to Purchase Price payments, if the other 
party shall fail to perform in any material respect any material term, 
condition or obligation to be performed by it under this Agreement and such 
failure is not cured within ninety (90) days after written notice of such 
failure is given by the terminating party to the defaulting party; or

               (b)    at the option of either party, if any material 
representation, warranty, certificate or statement made by the other party in 
this Agreement or in any certificate or other document delivered by the other 
party pursuant hereto shall have been incorrect in any material respect when 
made; or

               (c)    at the option of Company, if NRTC shall fail to pay 
when due any amounts under Section 3.2, which failure is not cured within ten 
(10) days of written demand therefor; or

               (d)    immediately and without any notice or other act by 
either party, if the other party shall commence a voluntary case or other 
proceeding seeking liquidation, reorganization or other relief with respect 
to itself or its debts under any bankruptcy, insolvency or other similar law 
now or hereafter in effect or seeking the appointment of a trustee, receiver, 
liquidator, custodian or other similar official for it or any substantial 
part of its property, or shall consent to any such relief or to the 
appointment of or taking possession by any such official in an involuntary 
case or other proceeding commenced against it, or shall make a general 
assignment for the benefit of creditors, or shall fail generally to pay its 
debts as they become due, or shall take any corporate action to authorize any 
of the foregoing; or

               (e)    immediately and without any notice or other act by 
either party, if an involuntary case or other proceeding shall be commenced 
against the other party seeking liquidation, reorganization or other relief 
with respect to it or its debts under any bankruptcy, insolvency or other 
similar law now or hereafter in effect or seeking the appointment of a 
trustee, receiver, liquidator, custodian or other similar official of it or 
any substantial part of its property, and such involuntary case remains 
unstayed and in effect for more than sixty (60) days; or

               (f)    at the option of either party and in their sole 
determination, within six (6) months after the close of the 220 MHZ Auction, 
if the Company and NRTC do not acquire the FCC Licenses as contemplated by 
the parties and as reflected in the Auction Participation and License 
Partitioning Agreement; or

               (g)    at the option of NRTC, for any reason, within six (6) 
months after the close of the 220 MHZ Auction, and returning all unexercised 
stock options to the Company.

          4.3  DUTIES UPON TERMINATION.  Upon the termination of this 
Agreement for any reason, neither Company nor NRTC shall have any remaining 
rights, duties or obligations 


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hereunder, except that (i) NRTC shall immediately cease to distribute 
Contract Products, (ii) NRTC shall cease to use the Marks, (iii) NRTC 
promptly shall pay to Company all amounts then due hereunder, (iv) Company 
shall have the right, but not the obligation, to purchase from NRTC the 
Contract Products held by NRTC or on behalf of NRTC by any person at NRTC's 
actual cost, by delivery to NRTC of a written notice of intent to purchase 
the same within fifteen (15) days after such termination, (v) Company and 
NRTC shall continue to be bound by Section 7 hereof and (vi) Company and NRTC 
shall use commercially reasonable efforts to effect the orderly termination 
of the distributorship contemplated by this Agreement.

               In the event Company ceases to manufacture or sell any of the 
Contract Products, NRTC shall have the right to procure such products from 
other manufacturers or sellers thereof (the "Terminated Products") and to 
sell and distribute such Terminated Products, but without the use of the 
Marks with respect thereto; provided such Terminated Products do not compete 
with the available Contract Products.  If Company owns the design 
specifications, patents or other intellectual property rights with respect to 
the manufacture of the Terminated Products, Company shall provide them to 
NRTC without charge and; further, provided that, if the Company is involved 
in a liquidation, reorganization or other bankruptcy proceeding, the Company 
shall cooperate as reasonably necessary with NRTC to provide NRTC with any 
such design specifications, patents or other intellectual property with 
respect to the manufacture of any Terminated Products.

     5.   INTEK STOCK OPTION

          5.1  STOCK OPTION AGREEMENT.  Intek will enter into an agreement 
with NRTC, subject to all the terms and conditions of this Agreement, 
granting NRTC options to purchase up to One Million Two Hundred Fifty 
Thousand (1,250,000) shares of Intek common stock upon the following terms 
and conditions substantially in the form of EXHIBIT 5.1 attached hereto.

          5.2  INCREMENTAL SHARE OPTION.  This option to purchase Intek 
common stock is granted as follows:  (1) upon the execution of this 
Agreement, an option to purchase Two Hundred Thousand (200,000) shares of 
Intek common stock; (2) on an incremental basis to vest in NRTC an option to 
purchase blocks of 100,000 shares (without proration) of Intek common stock 
(but not in excess of 800,000 in the aggregate) for each Five Million Dollars 
($5,000,000) of Contract Products that are purchased and paid for under this 
Agreement; and (3) an additional option to purchase Two Hundred Fifty 
Thousand (250,000) shares of Intek common stock if (a) NRTC places an order 
for Five Million Dollars ($5,000,000) or more of Contract Products not later 
than October 9, 1998, (b) NRTC purchases and pays Company for Five Million 
Dollars ($5,000,000) or more of Contract Products not later than the one year 
anniversary of the close of the 220 MHZ Auction and (c) NRTC purchases from 
and pays Company for Fifty Million Dollars ($50,000,000) or more of Contract 
Products prior to September 4, 2003 or the earlier termination of this 
Agreement.


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          5.3  OPTION TERM.  NRTC shall have the right to exercise the option 
rights granted herein, in whole or in part, at any time during the term of 
this Agreement and such right to exercise any portion of this option shall 
expire on the termination of this Agreement.  Notwithstanding the foregoing, 
if this Agreement is terminated on or prior to September 4, 2003, NRTC shall 
have the right to exercise the portion of the option which is vested in NRTC 
at such date, if any, until the earlier of one year from such early 
termination date of this Agreement or September 4, 2004.

          5.4  EXERCISE PRICE.  The exercise price for each share of Intek 
common stock to be purchased under this option shall be (a) the lower of 
Three Dollars ($3.00) or the average closing price for Intek common stock for 
the twenty (20) trading days immediately preceding the date of exercise per 
share with respect to share options vested in NRTC within the first two years 
of the Effective Date of this Agreement, and thereafter (b) the average 
closing price for Intek common stock for the twenty (20) trading days  
immediately preceding the date of exercise with respect to any share option 
vested in NRTC after the first two years of the Effective Date of this 
Agreement.

     6.   REPRESENTATIONS AND WARRANTIES

          6.1  Company and NRTC each hereby represent and warrant to the 
other that the statements set forth in such sections (a) through (c) hereof 
with respect to such party are true and correct.

               (a)  ORGANIZATION AND STANDING.  Such party is a corporation 
or a limited-liability company duly organized, validly existing and in good 
standing under the laws of the state of its incorporation or formation, with 
full power and authority (corporate and other) to own its property and to 
carry on its business as now conducted.

               (b)  AUTHORITY AND ENFORCEABILITY.  Such party has the right, 
power and authority required for the execution and delivery of this Agreement 
and the consummation of the transactions contemplated hereby; all 
authorizations and approvals (corporate and other) have been secured by such 
party which are necessary to authorize the execution, delivery and 
performance of this Agreement; and this Agreement constitutes a legal, valid 
and binding agreement of such party and is enforceable against it in 
accordance with its terms.

               (c)  COMPLIANCE WITH THE LAW AND OTHER INSTRUMENTS.  The 
execution and delivery of this Agreement, and the consummation of the 
transactions contemplated hereby, will not result in the breach of any term 
or provision of, or constitute a default under, the Articles of Incorporation 
or Bylaws of such party, as amended to the date hereof, or any statute, 
order, judgment, writ, injunction, decree, license, permit, rule or 
regulation of any governmental or regulatory body, or any indenture, 
mortgage, deed of trust or other agreement or instrument to which such party 
is a party or by which it is bound.


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<PAGE>

          6.2  NRTC represents and warrants to Company that NRTC Corporate 
will use its reasonable and best efforts to transfer the 220 MHZ licenses 
NRTC Corporate now owns to NRTC within ninety (90) days of the Effective Date 
of this Agreement and that NRTC Corporate will use its reasonable and best 
efforts to transfer any such 220 MHZ licenses NRTC Corporate subsequently 
acquires to NRTC within ninety (90) days after such licenses are acquired.  
It is understood, however, that such transfer requires FCC approval and the 
failure to obtain such approval timely shall not be deemed a failure to 
comply with this provision.

     7.   MISCELLANEOUS

          7.1  CONFIDENTIAL INFORMATION.  Except as may be required by law, 
each party shall refrain, without the prior written consent of the other 
party in each instance, from disclosing or using in any way, except as 
required by the terms of this Agreement, any confidential information of the 
other party acquired in the course of the transactions contemplated hereby.

          7.2  INFRINGEMENT.

               (a)  In the event either party hereto discovers or becomes 
aware of any infringement of, or unfair competition with, any of the rights 
granted by Company to NRTC pursuant to Section 1.1, actual or threatened, or 
any proceeding, controversy or claim relating to or affecting the same, such 
party immediately shall notify the other party of the details of such 
infringement, competition, proceeding, controversy or claim.  Company shall 
have the right, but not the obligation, to take any and all appropriate 
action, legal or otherwise, to protect the rights granted by it to NRTC 
pursuant to Section 1.1.  

               (b)    In the event NRTC discovers or becomes aware of any 
infringement of, or unfair competition with, any of the Marks, actual or 
threatened, NRTC immediately shall notify Company of the details of such 
infringement or competition, and shall cooperate fully with Company in the 
protection of the Marks, as Company shall direct; PROVIDED, however, that all 
reasonable and documented costs incurred by NRTC in connection therewith 
shall be borne by Company.

               (c)  NRTC shall not take any action which could affect 
adversely the scope of the Marks or the exclusive right, title or interest of 
Company therein.

          7.3  SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.  All 
representations, warranties and agreements made by the parties hereto in this 
Agreement (including, but not limited to, statements contained in any 
schedule or certificate or other instrument delivered by or on behalf of any 
party hereto or in connection with the transactions contemplated hereby) 
shall survive the date hereof and any investigations, inspections, 
examinations or audits made by or on behalf of any party.


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<PAGE>

          7.4  ENTIRE AGREEMENT.  This Agreement constitutes the entire 
agreement between the parties hereto pertaining to the subject matter hereof, 
and supersedes all prior agreements, understandings, negotiations and 
discussions, whether oral or written, relating to the subject matter of this 
Agreement.  No supplement, modification, waiver or termination of this 
Agreement shall be valid unless executed by the party to be bound thereby.  
No waiver of any of the provisions of this Agreement shall be deemed or shall 
constitute a waiver of any other provisions hereof (whether or not similar), 
nor shall such waiver constitute a continuing waiver unless otherwise 
expressly provided.

          7.5  NOTICES.  Any notice or other communication required or 
permitted hereunder shall be in writing and shall be deemed to have been 
given (i) if personally delivered, when so delivered, (ii) if mailed, one (1) 
week after having been placed in the mail, registered or certified, postage 
prepaid, addressed to the party to whom it is directed at the address set 
forth on the signature page hereof or (iii) if given by telex or telecopier, 
when such notice or other communication is transmitted to the telex or 
telecopier number specified on the signature page hereof and the appropriate 
answerback or telephonic confirmation is received and confirmed receipt by 
the intended recipient.  Either party may change the address to which such 
notices are to be addressed by giving the other party notice in the manner 
herein set forth.

          7.6  SUCCESSORS AND ASSIGNS.  The parties shall not assign or 
otherwise transfer any of their rights or delegate any of their duties 
hereunder (whether voluntarily or involuntarily), except to entities that are 
owned, controlled or managed by the assignor, without the prior written 
consent of the other party in each instance, which consent shall not be 
unreasonably withheld. Subject to the foregoing, all of the terms, provisions 
and obligations of this Agreement shall inure to the benefit of and shall be 
binding upon the parties hereto and their respective permitted successors and 
assigns.

          7.7  GOVERNING LAW.  The validity, construction and interpretation 
of this Agreement shall be governed in all respects by the laws of the State 
of Delaware applicable to contracts made and to be performed wholly within 
that State.

          7.8  HEADINGS.  Section and subsection headings are not to be 
considered part of this Agreement and are included solely for convenience and 
reference and in no way define, limit or describe the scope of this Agreement 
or the intent of any provisions hereof.

          7.9  ATTORNEYS' FEES.  In the event any party takes legal action to 
enforce any of the terms of this Agreement, the unsuccessful party to such 
action shall pay the successful party's reasonable expenses (including, but 
not limited to, attorneys' fees and costs) incurred in such action.


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<PAGE>

          7.10 THIRD PARTIES.  Nothing in this Agreement, expressed or 
implied, is intended to confer upon any person other than the parties hereto 
and their successors and assigns any rights or remedies under or by reason of 
this Agreement.

          7.11 INJUNCTIVE RELIEF.  Each party hereby acknowledges and agrees 
that it would be difficult to fully compensate the other party for damages 
resulting from the breach or threatened breach of any provision of this 
Agreement and, accordingly, that each party shall be entitled to temporary 
and injunctive relief, including temporary restraining orders, preliminary 
injunctions and permanent injunctions, to enforce such provisions without the 
necessity of proving actual damages or being required to post any bond or 
undertaking in connection with any such action.  This provision with respect 
to injunctive relief shall not diminish, however, the right of either party 
to any other relief or to claim and recover damages.

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

          7.13 FURTHER ASSURANCES.  Each party hereto shall, from time to 
time at and after the date hereof, execute and deliver such instruments, 
documents and assurances and take such further actions as the other party may 
reasonably request to carry out the purpose and intent of this Agreement.

          7.14 FORCE MAJEURE.  Except for obligations of payment, neither 
party hereto shall be liable for non-performance caused by any circumstances 
beyond its reasonable control, including, but not limited to, lightning, 
earthquake, storm, strike, lockout or other industrial disturbance, shortage 
of necessary labor, acts of enemies, sabotage, war, blockage, insurrection, 
riot, epidemic, landslide, flood, fire, washout or the order of any court or 
authority, which circumstance by the exercise of due diligence the party 
invoking this Section 7.14 is unable to prevent or overcome; provided, 
however, that (i) lack of financial capacity shall in no event be deemed to 
be a cause beyond a party's control and (ii) no party shall be entitled to 
invoke this Section 7.14 if the failure to observe or perform any of the 
covenants or obligations herein imposed upon it was caused by such party 
failing to act in a reasonable and prudent manner under the circumstances, or 
failing to remedy the condition with reasonable diligence, or failing to give 
notice as soon as possible after determining that an event of force majeure 
has occurred and specifying those covenants or conditions such party will be 
unable to perform, or was the result of a knowing or negligent breach by such 
party of any applicable laws, regulations, agreements or contracts; provided, 
further, that in the event of such delay in the delivery of any Contract 
Products under Section 3.1, NRTC shall have the right either (i) to terminate 
this Agreement or (ii) to cancel the order with respect to which delivery has 
been delayed.

          7.15 RELATIONSHIP OF THE PARTIES.  The relationship between the 
parties hereto under this Agreement is solely that of supplier and 
distributor, and neither party hereto is or shall 


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<PAGE>

be construed to be a partner, joint venturer, employee, agent, 
representative, franchisee or participant of or with the other party for any 
purpose whatsoever.  Neither party shall have any right or authority 
whatsoever to assume or to create any obligation or responsibility, express 
or implied, on behalf of or in the name of the other party or to bind the 
other party in any capacity.

          7.16 SEVERABLE PROVISIONS.  The provisions of this Agreement are 
severable, and if any one or more provisions may be determined to be illegal 
or otherwise unenforceable, in whole or in part, the remaining provisions, 
and any partially unenforceable provisions to the extent enforceable, shall 
nevertheless be binding and enforceable.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement 
to be executed as of the date and year first set forth below.

               COMPANY:       INTEK GLOBAL CORPORATION



                              By /s/ 
                                 --------------------------------------
                                 Authorized Representative
                                 219 Carnegie Center, Suite 304
                                 Princeton, NJ  08540
                                 Attn:  Mr. Don Goeltz
                                 Telecopier Number (609) 419-1221



               DISTRIBUTOR:   NRTC LLC


                              By /s/
                                 --------------------------------------
                                 Authorized Representative
                                 2201 Cooperative Way, Suite 400
                                 Herndon, VA  20171
                                 Attn:  Mr. Charles Horton
                                 Telecopier Number (903) 787-9301


Effective Date:   September 4, 1998
Initial Termination Date:     September 4, 2003


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<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                              PAGE
<S>                                                                           <C>
RECITALS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     1.    APPOINTMENT AS DISTRIBUTOR. . . . . . . . . . . . . . . . . . . . . 1
           1.1   Appointment . . . . . . . . . . . . . . . . . . . . . . . . . 1
           1.2   "Contract Products.". . . . . . . . . . . . . . . . . . . . . 2
           1.3   "Exclusive Territory.". . . . . . . . . . . . . . . . . . . . 2
           1.4   Exclusivity . . . . . . . . . . . . . . . . . . . . . . . . . 2
           1.5   Commitment and Duties of NRTC . . . . . . . . . . . . . . . . 4
     2.    TRADEMARKS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
           2.1   "Marks.". . . . . . . . . . . . . . . . . . . . . . . . . . . 4
           2.2   Ownership and License of Marks. . . . . . . . . . . . . . . . 5
     3.    SALE OF CONTRACT PRODUCTS . . . . . . . . . . . . . . . . . . . . . 5
           3.1   Sale of Contract Products . . . . . . . . . . . . . . . . . . 5
           3.2   Purchase Price. . . . . . . . . . . . . . . . . . . . . . . . 5
           3.3   Limitations on Warranties . . . . . . . . . . . . . . . . . . 6
           3.4   Limitations on Remedies . . . . . . . . . . . . . . . . . . . 6
           3.5   Defective Merchandise . . . . . . . . . . . . . . . . . . . . 7
           3.6   Adherence to Laws . . . . . . . . . . . . . . . . . . . . . . 7
     4.    TERM AND TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . 7
           4.1   Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
           4.2   Termination . . . . . . . . . . . . . . . . . . . . . . . . . 7
           4.3   Duties Upon Termination . . . . . . . . . . . . . . . . . . . 8
     5.    INTEK STOCK OPTION. . . . . . . . . . . . . . . . . . . . . . . . . 9
           5.1   Stock Option Agreement. . . . . . . . . . . . . . . . . . . . 9
           5.2   Incremental Share Option. . . . . . . . . . . . . . . . . . . 9
           5.3   Option Term . . . . . . . . . . . . . . . . . . . . . . . . .10
           5.4   Exercise Price. . . . . . . . . . . . . . . . . . . . . . . .10
     6.    REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . .10
           6.1   Organization and Standing . . . . . . . . . . . . . . . . . .10
           6.2   Authority and Enforceability. . . . . . . . . . . . . . . . .10
           6.3   Compliance with the Law and Other Instruments . . . . . . . .10
     7.    MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . .11
           7.1   Confidential Information. . . . . . . . . . . . . . . . . . .11
           7.2   Infringement. . . . . . . . . . . . . . . . . . . . . . . . .11
           7.3   Survival of Representations, Warranties and Agreements. . . .11
           7.4   Entire Agreement. . . . . . . . . . . . . . . . . . . . . . .11
           7.5   Notices . . . . . . . . . . . . . . . . . . . . . . . . . . .12
           7.6   Successors and Assigns. . . . . . . . . . . . . . . . . . . .12
           7.7   Governing Law . . . . . . . . . . . . . . . . . . . . . . . .12


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<PAGE>

           7.8   Headings. . . . . . . . . . . . . . . . . . . . . . . . . . .12
           7.9   Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . .12
           7.10  Third Parties . . . . . . . . . . . . . . . . . . . . . . . .12
           7.11  Injunctive Relief . . . . . . . . . . . . . . . . . . . . . .13
           7.12  Counterparts. . . . . . . . . . . . . . . . . . . . . . . . .13
           7.13  Further Assurances. . . . . . . . . . . . . . . . . . . . . .13
           7.14  Force Majeure . . . . . . . . . . . . . . . . . . . . . . . .13
           7.15  Relationship of the Parties . . . . . . . . . . . . . . . . .13
           7.16  Severable Provisions. . . . . . . . . . . . . . . . . . . . .14


</TABLE>


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