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                              TERMINATION AND RELEASE 
                                          
     TERMINATION AND RELEASE dated as of December 29, 1997, between INTEK 
DIVERSIFIED CORPORATION, a Delaware corporation having an office at 214 
Carnegie Center, Suite 304, Princeton, New Jersey  08540 (the "Intek"), and 
SECURICOR COMMUNICATIONS LIMITED, a company incorporated under the laws of 
England and Wales having an office at 15 Carshalton Road, Sutton, Surrey, SM1 
4LD, England ("Securicor").

     WHEREAS, Intek and Securicor entered into a Stock Purchase Agreement 
dated as of June 18, 1996 (the "Stock Purchase Agreement"); and 

     WHEREAS, Intek and Securicor wish to settle certain liabilities under 
the Stock Purchase Agreement; and

     WHEREAS, Intek and Securicor propose to further amend  (the "Loan 
Amendment") that Amended and Restated Loan Agreement between Intek and 
Securicor dated as of December 3, 1996 so as to include all outstanding loans 
and advances to Intek and its subsidiaries from Securicor in a single 
integrated loan agreement; and

     WHEREAS, Intek and Securicor propose to enter into a Preferred Stock 
Purchase Agreement (the "Preferred Stock Purchase Agreement").

     NOW, THEREFORE, in consideration of the payments set forth herein and 
other good and valuable consideration, it is hereby agreed as follows:

          1.   SETTLEMENT.  In full settlement of all claims for 
indemnification arising under Section 9.1(a)(iv) of the Stock Purchase 
Agreement (relating to liabilities arising from the sale of "EFJ Shares and 
EFJ Warrants" to Securicor Radiocoms Limited), Securicor will, upon the 
execution of this Agreement, pay Intek U.S. $2,592,000 (the "Settlement 
Payment").

          2.   RELEASES.  Subject to the satisfaction of the conditions set 
forth in Section 4, below, and effective upon such satisfaction (the 
"Effective Date"), notwithstanding  the terms of the Stock Purchase 
Agreement, Intek hereby releases Securicor, except as set forth in Section 3 
of this Termination and Release, from any and all liabilities or obligations 
arising under the Stock Purchase Agreement.

          3.   SURVIVAL.  The following rights and obligations of the parties 
shall survive the Release set forth in Section 2, above (section references 
and titles are to sections of the Stock Purchase Agreement):

               Section 6.6    Preservation of Records
               Section 6.9    Tax and Accounting Matters (except paragraph
                                6.9(c))
               Section 6.13   Non-Compete
               Section 6.14   FCC Matters
               Section 6.15   Indemnification; Directors and Officers


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               Section 6.16   Pension Schemes
               Section 10.4   Further Assurances

          4.   CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF RELEASES.  The 
Release contained in Section 2 is conditioned upon the fulfillment of 
following conditions, except to the extent waived by the parties in writing:

               4.1  EXECUTION OF SECOND AMENDED AND RESTATED LOAN AGREEMENT.  
                    Intek and Securicor shall have executed the Loan 
                    Amendment. 
               
               4.2  EXECUTION OF PREFERRED STOCK PURCHASE AGREEMENT.  Intek 
                    and Securicor shall have executed the Preferred Stock 
                    Purchase Agreement.

               4.3  PAYMENT OF THE SETTLEMENT PAYMENT.  Intek shall have 
                    received the Settlement Payment in immediately available 
                    U.S. funds.

          5.   MISCELLANEOUS.  This Termination and Release shall be binding 
upon and inure to the benefit of the Parties and their respective heirs, 
assigns and successors in interest.  This Termination and Release shall be 
governed by and construed in accordance with the laws of England and Wales 
applicable to agreements made and to be entirely performed therein.  The 
Parties covenant to each other to execute and deliver such further 
instruments and do such further acts and things as may be reasonably required 
to carry out the intent and purposes of this Termination and Release.

                                     INTEK DIVERSIFIED CORPORATION


                                     By: ______________________________


                                     SECURICOR COMMUNICATIONS 
                                     LIMITED


                                     By: ______________________________




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