<PAGE>

                              AUCTION PARTICIPATION AND
                            LICENSE PARTITIONING AGREEMENT

     This Auction Participation and License Partitioning Agreement (the 
"Agreement") is entered into this 17th day of August, 1998 (the "Effective 
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, Intek License 
Acquisition Corp. ("ILAC"), a corporation organized under the laws of the 
State of Delaware with principal offices at 24327 Van Owen Street, West 
Hills, California 91307 and the National Rural Telecommunications Cooperative 
("NRTC"), a non-profit cooperative organized under the laws of the District 
of Columbia with principal offices at 2201 Cooperative Way, Suite 400, 
Herndon, Virginia 20171.  

                                       RECITALS

     WHEREAS,  Intek, through its wholly owned subsidiary Roamer One, Inc., 
owns, operates and manages two-way land mobile radio stations in the 220-222 
MHz band (the "220 MHz Band") within the United States listed on Attachment A;

     WHEREAS,  Intek, through its wholly-owned subsidiary Midland USA, Inc., 
distributes Linear Modulation ("LM") equipment capable of operating in the 
220 MHz Band,

     WHEREAS,  Intek desires to enhance the coverage and capacity of those 
Roamer One operated licenses in certain markets through acquisition of 
additional channel capacity acquired through the auction of Phase II 220 MHz 
Band licenses (the "220 MHz Auction") to be conducted by the Federal 
Communications Commission ("FCC" or "Commission") and has formed ILAC to 
participate in such auction;

     WHEREAS,  NRTC is a non-profit cooperative of rural telecommunication 
companies, many of which are interested in procuring such channel capacity in 
the 220 MHz Band as may reasonably accommodate the needs of their markets;

     WHEREAS,  the 220 MHz Auction will award through competitive bidding 
Phase II 220 MHz Band licenses on a nationwide, Regional Economic Area 
Grouping ("REAG") and Economic Area ("EA") basis as defined by the FCC;

     WHEREAS,  the parties desire to enter into an agreement to enable the 
purchase by ILAC of certain Phase II 220 MHz Band licenses (the "Licenses") 
in the 220 MHz Auction at aggregate prices higher than either party could 
justify separately and to allow for the post-auction partitioning and 
disaggregation (hereinafter "partitioning") of those certain Licenses to 
enable each party to provide 220 MHz Band wireless communications services in 
the most efficient and economical manner that more closely corresponds to 
market demands;

     NOW, THEREFORE,  in consideration of the premises, and the agreements, 
covenants, representations and warranties hereinafter set forth, and other 
good and valuable consideration, the receipt and adequacy of which are hereby 
acknowledged, the parties hereto agree as follows:


                                      1

<PAGE>

1.   LICENSES TO BE PARTITIONED

     1.1   Prior to August 28, 1998, NRTC will submit to ILAC its proposed
           Schedule 1 which will set forth a list of target licenses referenced
           by nationwide, REAG, or EA market number and frequency block which
           NRTC desires to acquire during the Auction (each License being a
           "Target License" or collectively the "Target Licenses").  ILAC and
           NRTC shall agree upon such Schedule 1 and shall identify and agree
           upon a desired partitioned service area for the Target Licenses,
           defined either by FCC recognized service areas, by county boundary,
           by US Postal Service Zip Codes or otherwise as defined by the
           parties. Each of such areas agreed to be partitioned by ILAC within
           each Target License is hereafter referred to as a "NRTC License."

     1.2   To the extent that, for licensing purposes, non-contiguous areas
           within a particular Target License be separately partitioned and
           subject to a separate license, there may be more than one NRTC
           License within the Target License.  Further, the parties understand
           and agree that if a Target License designated in Schedule 1 would
           overlap a 45 mile radius from the base site of (i) any 220 MHz
           system currently licensed to Intek or one of its affiliates or (ii)
           any 220 MHz system for which Intek or one of its affiliates
           currently has a binding contractual commitment or option to acquire,
           then such overlapping area shall not be included in the partitioned
           NRTC License despite having been included in such NRTC License in
           Schedule 1.  The parties agree to negotiate mutually satisfactory
           arrangements, including where appropriate, sharing and resale
           arrangements, as will be required to accommodate each party's use of
           the licensed 220 MHz spectrum in those areas in which the parties
           own or operate overlapping system coverage areas.

     1.3.  NRTC shall provide on Schedule 2, to be attached hereto no later
           than September 10, 1998, the maximum dollar amount it is willing to
           pay for the partitioned license for the NRTC Licenses within each of
           the Target Licenses, which amounts for the respective NRTC
           License(s) are referred to as the "NRTC Maximum".


2.   PHASE II LICENSE ACQUISITION

     2.1   ILAC's management, staff and outside contractors will provide
           ongoing expertise to NRTC with regard to the 220 MHz Auction without
           charge to NRTC. ILAC shall provide a bidding center facility
           together with the development of an electronic database,
           telecommunications access, and computer resources as required to
           conduct the auction preparation and the bidding process.   

     2.2   ILAC shall provide to NRTC a data base of Phase I, including Intek
           incumbent positions.  ILAC shall do so:  as soon as possible after
           the effective date of this Agreement; by August 21, 1998, if
           practicable; and, in no event, later than August 26, 1998.  In
           addition, ILAC shall provide NRTC the following during the course of
           the 220 MHz Auction:

           2.2.1    Auction round results and ILAC round results reports;


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<PAGE>

           2.2.2    Access to bidding center as appropriate to implement the
                    purposes of this Agreement.

     2.3   ILAC will submit to the FCC a Form 175 application seeking to
           participate in the 220 MHz Auction.  Subject to the satisfaction by
           NRTC of its obligations pursuant to Section 4.1 of this Agreement
           and the acceptance of its Form 175 by the FCC,  ILAC shall tender an
           up front payment (the "Upfront Payment") to the FCC as determined in
           its sole discretion but, at a minimum, sufficient to qualify ILAC to
           bid on each of the Target Licenses.  To the extent required by the
           FCC's rules, ILAC shall disclose in its Form 175 filing the
           existence of this Agreement.  ILAC and NRTC  shall cooperate in
           making all filings required by the FCC subsequent to the conclusion
           of the 220 MHz Auction in order to obtain the Licenses for which
           ILAC is the winning bidder in the Auction, and to partition them in
           accordance with this Agreement and the FCC's Rules and regulations.

     2.4   ILAC shall retain sole and exclusive authority and discretion to
           determine the licenses it bids on in the 220 MHz Auction on its
           behalf subject only to the reservation of those certain licenses
           agreed by the parties to be Target Licenses as reflected on Schedule
           1 hereto.  ILAC shall retain sole and exclusive authority and
           discretion to determine the amount of its bids in the 220 MHz
           Auction, subject only to the provisions of this Agreement. NRTC will
           have no authority to place bids on behalf of Intek or ILAC.
           Notwithstanding the foregoing, ILAC and NRTC shall consult on the
           bids to be placed on the Target Licenses, and NRTC may direct ILAC
           to, and ILAC shall, place a bid on any Target License up to the NRTC
           Maximum for that License, or such other value as may be permitted by
           amendment to the NRTC Maximum. ILAC shall not bid on Target Licenses
           except on behalf of NRTC unless and until the NRTC Maximum for that
           Target License is exceeded or until NRTC notifies ILAC that it is no
           longer pursuing that License.  ILAC shall use its best efforts to
           place such bids in the 220 MHz Auction as directed pursuant to this
           Agreement; provided; however, that nothing in this Agreement shall
           be interpreted to guarantee a particular result or a successful bid
           in the 220 MHz Auction on any or all of the Target Licenses.  

     2.5   ILAC shall have the sole control over the bidding strategy and
           management of bidding credits, waivers and maintenance of
           eligibility.

     2.6   NRTC shall identify in writing one or more NRTC designees who have
           authority to make decisions with regard to License values and
           bidding strategy. Such designees shall be available to ILAC during
           the 220 MHz Auction either in person at the bidding center or
           electronically within 15 minutes notice to render decisions with
           respect to bid placements as deemed required by ILAC. Such designees
           shall remain available until the conclusion of the 220 MHz Auction.

3.   PARTITIONING.

     3.1   Upon grant of a Target License to ILAC and without further charge to
           NRTC, ILAC shall take all necessary steps, including filing all
           required applications and related materials with the FCC, to
           partition the Target Licenses or assign such Target Licenses as may
           be required to create the NRTC Licenses designated pursuant to
           Section 1.1.  NRTC shall cooperate with ILAC in all such filings.


                                      3

<PAGE>

     3.2   By August 28, 1998, the Parties shall designate certain Target
           Licenses as "Joint Target Licenses."  The Joint Target Licenses
           shall be partitioned between the parties in the following manner:

           3.2.1    NRTC has designated nine (9) States (the "Designated
                    States").  The Designated States are as follows: Alabama,
                    Alaska, Arkansas, Kentucky, Louisiana, Nebraska, North
                    Carolina, Texas, and Washington.  Any Joint Target License
                    granted to ILAC in the 220 MHz Auction within any Designated
                    State shall be partitioned entirely to NRTC.

           3.2.2    Prior to September 10, 1998, with respect to the Nationwide
                    license, Intek shall designate up to fifty (50) of the 100
                    top MSAs not in the Designated States and, with respect to
                    the Regional licenses, Intek shall designate up to ten of
                    the top 100 MSAs not in a Designated State in each REAG (the
                    "Designated MSAs").  Any Joint Target License granted to
                    ILAC in the 220 MHz Auction within any Designated MSA shall
                    be partitioned as follows:

                    3.2.2.1   For National Licenses: five (5) of the channels
                              shall be partitioned to Intek, and five (5) of the
                              channels shall be partitioned to NRTC.

                    3.2.2.2   For Regional Licenses: eight (8) of the channels
                              shall be partitioned to Intek; seven (7) of the
                              channels shall be partitioned to NRTC, subject to
                              the provisions of Section 1.2 of this Agreement.

                    3.2.2.3   Any additional Joint Target license granted to
                              ILAC in the 220 MHz Auction that is not in a
                              Designated MSA shall be partitioned to NRTC
                              subject to the provisions of Section 1.2 of this
                              Agreement.

                    3.2.2.4   The parties shall provide on Schedule 1 for the
                              apportionment of FCC construction responsibilities
                              for each Joint Target License consistent with the
                              FCC's partitioning rules for the 220 MHz Band.  

           3.3   Any Target Licenses not identified as Joint Target Licenses 
                 granted to ILAC shall be assigned or partitioned in their 
                 entirety to NRTC subject to the provisions of Section 1.2 
                 of this Agreement. 

4.   PAYMENT AND VALUATION

     4.1   UPFRONT PAYMENT   NRTC shall pay to ILAC one half of the Upfront
           Payment. The NRTC portion shall be due and payable to ILAC on or
           before August 28, 1998. Such payment to be made in cash, by wire
           transfer of same day funds, to the bank as identified by ILAC.  

     4.2   ESCROW AGREEMENT   The parties hereby agree to enter into an Escrow
           Agreement for the purpose of apportioning and securing payment by
           NRTC to ILAC of the winning bids on the Target Licenses upon the
           close of the 220 MHz Auction. The 


                                      4

<PAGE>

           terms of the Escrow Agreement shall include, but not be limited to 
           the following points: (1) Payment deadline shall be no later than 
           5:30 PM EDT, September 10, 1998, (2) the amount payable into escrow 
           by NRTC shall be no less than the sum total of the NRTC Maximum 
           amounts for each of the Target Licenses, (3) release of the escrowed
           funds to ILAC for winning bids on the Target Licenses shall be due 
           at least 3 business days prior to the date prior to any ILAC payment
           required on a Target License, (4) such payment shall be released to
           ILAC automatically upon presentation to the escrow agent of an FCC 
           Public Notice announcing the conclusion of the 220 MHz Auction or
           establishing any payment date on the Target Licenses.  In the event
           no Target Licenses are purchased at Auction, or funds remain in
           escrow after disbursement to Intek for all purchased Target
           Licenses, the total amount of the escrow funds remaining, together
           with any accrued interest, will be refunded to NRTC. The cost of the
           escrow account shall be borne by NRTC.

5.   ASSIGNMENT AND INDEMNIFICATION

     5.1   Each Party (the "Indemnitor") shall indemnify and hold harmless the
           other (the "Indemnitee") from and against all loss, damage, expenses
           including court costs, amounts paid in settlements, judgments,
           reasonable attorneys' fees, and other expenses for investigating and
           defending any suits, actions, claims, liability or obligations
           relating to, caused by or arising from, any gross negligence or
           willful misconduct of the Indemnitor or the Indemnitor's employees
           or agents, misrepresentation by the Indemnitor, breach of warranty
           by the Indemnitor, or failure by the Indemnitor to fulfill any
           covenant or agreement contained herein.  If any action is brought by
           either Party to enforce any provision of this Agreement, the
           prevailing Party shall be entitled to recover court costs,
           arbitration expenses and reasonable attorneys' fees.  The provisions
           of this section shall survive any termination of this Agreement.

     5.2   This Agreement shall inure to the benefit of and be binding upon the
           parties hereto and their respective legal representatives,
           successors and assigns.  No party may assign or transfer its rights,
           benefits, duties or obligations under this Agreement without the
           prior written consent of the other parties, which consent shall not
           be unreasonably withheld.  Notwithstanding the foregoing, without
           any prior consent of the other party, either party may assign or
           transfer all or any part of its rights, benefits, duties or
           obligations under this Agreement to a parent company or an affiliate
           or subsidiary or to a partnership or other entity in which such
           party or a parent, affiliate or subsidiary owns a substantial
           interest or manages such entity, or as part of the sale, transfer or
           assignment of substantially all of its wireless businesses; provided
           that such assignee must satisfy applicable FCC qualifications, and
           such assignee must agree in writing to be bound by and subject to
           the applicable terms and conditions therein contained, and in the
           absence of the other party's consent, which shall not be
           unreasonably withheld and notwithstanding the validity of any such
           assignment or transfer, the assigning party shall remain primarily
           liable under this Agreement.

6.   The validity and effectiveness of this Agreement shall be governed by and
     construed and enforced in accordance with the laws of the State of Delaware
     and the applicable rules and policies of the FCC without giving effect to
     the provisions, policies or principles relating to choice or conflict laws.


                                      5

<PAGE>

7.   Should any provision of this Agreement be determined to be invalid or
     unenforceable, it shall be deemed severed from this Agreement, and so long
     as invalidity or unenforceability does not deny either party the material
     benefits of this agreement for which it has bargained, such invalidity or
     unenforceability shall not affect the remaining provisions of this
     Agreement, which shall remain in full force and effect.

8.   TERMINATION:

     8.1   This Agreement shall automatically terminate without further
           liability by either party if NRTC files a Form 175 to participate in
           the 220 MHz Auction.
     
     8.2   This Agreement shall automatically terminate in the event that NRTC
           fails to make the payments to ILAC pursuant to Section 4.1 or to
           fund the escrow pursuant to Section 4.2 of this Agreement.

     8.3   This Agreement shall automatically terminate without further
           liability by either party ten days after the close of the Auction if
           ILAC was not the winning bidder for at least one of the Target
           Licenses, and upon such termination all funds previously paid by
           NRTC to ILAC or otherwise remaining in Escrow shall be promptly
           refunded.

     8.4   Either party may terminate this Agreement upon the existence of a
           Material Uncured Breach by the other party.  For purposes of this
           Agreement, a Material Uncured Breach shall be deemed to occur if
           either party breaches a material obligation or covenant imposed
           hereunder, or there exists a material breach of any representation
           or warranty made hereunder or thereunder, in either case, which
           breach has not been cured within thirty days after written notice of
           such breach has been given to the breaching party.

     8.5   Intek, ILAC and NRTC shall each have the right to terminate this
           Agreement without any further liability to the other parties, in the
           event that NRTC, Intek or ILAC files or has filed against it a
           petition for voluntary or involuntary bankruptcy or is dissolved
           during the initial term of this Agreement or any renewal term
           thereof; or any court or governmental agency, order, or any material
           agreement to which Intek is a party, would require such termination
           in order for Intek to avoid being in violation thereof.

     8.6   Termination of this Agreement by either party pursuant to this
           Section shall not prevent such terminating party from seeking and
           securing damages or equitable relief permitted by this Agreement.

     8.7   This Agreement may be terminated by the mutual consent of the
           parties, and upon such termination all funds previously paid by NRTC
           to ILAC or otherwise remaining in Escrow shall be promptly refunded.

9.   FCC MATTERS.  The parties are familiar with the Rules, regulations and
     policies of the FCC, including those pertaining to spectrum auctions as
     published by the FCC. NRTC acknowledges that it has been provided a copy of
     Intek's Statement of Corporate Policy concerning the conduct of its
     employees, officers, directors, affiliates and agents during the 220 MHz
     Auction in compliance with Section 1.2105 of the FCC's Rules. The parties


                                      6

<PAGE>

     and their respective officers, directors, affiliates, agents and designees
     hereunder will abide by the Intek Statement of Corporate Policy and will
     not engage in any communications in violation of the FCC's Rules during the
     220 MHz Auction. NRTC acknowledges that ILAC has informed it that ILAC will
     not claim credits to bid as a small business or a very small business in
     the 220 MHz Auction. In addition, the parties are aware of the United
     States Department of Justice guidelines with regard to alliances designed
     to affect the pricing or availability of products to be sold in a public
     forum. The parties will make all appropriate disclosures and will take all
     steps required to insure full compliance with the FCC rules and other
     regulatory bodies. The parties further acknowledge their understanding that
     the Rules and regulations of the FCC which permit the partitioning and
     disaggregation of 220 MHz Band Phase II Licenses may be subject to
     reconsideration by the FCC on its own motion or at the request of a third
     party.  In the event that the FCC determines that any terms hereof would
     violate its Rules, regulations or policies or would otherwise be cause for
     the denial of grant of a 220MHz License to ILAC or the revocation of any
     license granted, then the parties shall use their best efforts to reform
     this Agreement or negotiate and execute such further documents as may be
     permissible and necessary or other arrangement which will satisfy any FCC
     concerns and which maintains the essential benefits of the bargain between
     the parties.

10.  REPRESENTATIONS AND WARRANTIES. 

     10.1  NRTC hereby represents and warrants to Intek and ILAC as follows:
           (i) NRTC is duly organized, validly existing and in good standing
           under the jurisdiction of its organization with all the requisite
           power and authority to enter into and perform under this Agreement;
           (ii) neither the execution nor the delivery of this Agreement nor
           the consummation of the transaction contemplated hereby will
           conflict with or result in any violation of or constitute a default
           under any term of the Articles of Incorporation or by-laws of NRTC
           or any agreement, mortgage, indenture, license, permit, lease or
           other instrument, judgment, decree, order, law or regulation by
           which NRTC is bound; (iii) neither NRTC nor its officers, directors,
           affiliates or members have entered into any bidding agreements,
           partitioning agreements or other agreements with third parties which
           contemplate participation in the 220  MHz Auction, nor do NRTC, its
           officers, directors, affiliates and members intend to participate in
           the 220 MHz auction except as contemplated by this Agreement. 
     
     10.2  Intek  and ILAC represent and warrant to NRTC as follows: (i) Intek
           and ILAC are duly organized, validly existing and in good standing
           under the jurisdiction of its organization, with all the requisite
           power and authority to enter into and perform under this Agreement;
           (ii) neither the execution nor the delivery of this  Agreement nor
           the consummation of the transaction contemplated hereby will
           conflict with or result in any violation of or constitute a default
           under any term of the Articles of Incorporation or by-laws of Intek
           or ILAC or any agreement, mortgage, indenture, license, permit,
           lease or other instrument, judgment, decree, order, law or
           regulation by which Intek or ILAC is bound.


11.  DISCLOSURE.  Subject to Section 2.3 hereof, each party agrees that it will
     not disclose the terms of this Agreement or any confidential information
     exchanged in the negotiation or implementation of the terms of this
     Agreement, including any valuation information relating to the value of all
     or any part of the Licenses being auctioned, to any other party, except to
     each party's officers, directors, attorney, consultants, accountants,
     employees 


                                      7

<PAGE>

     and NRTC members involved in the transactions contemplated hereby, and 
     only then on the condition that such individuals not disclose the 
     information disclosed to them.  Notwithstanding the foregoing, either
     party may disclose the terms of this Agreement to any third party at any
     time if: (1) it is required to do so by law (including without limitation
     applicable securities and communications laws and regulations, this
     Agreement or other contractual obligation); or (2) it is reasonably
     determined to be required to do so by its lender or other source of
     financing or their agents; or (3) the other party consents in writing to
     such disclosure.

12.  NOTICES.  Any notice or other communication required or permitted hereunder
     shall be given in person or sent by express overnight courier, express mail
     or by registered or certified mail, postage prepaid, addressed as follows:

     If to NRTC to:      Steven T. Berman
                         NRTC
                         2201 Cooperative Way
                         Suite 400
                         Herndon, VA 20171
     
     With a copy to:     Jack Richards
                         Keller & Heckman
                         1001 G St., N.W.
                         Washington, D.C. 20001
     
     
     If to Intek:        Robert Shiver
                         Intek Global Corp. 
                         214 Carnegie Center
                         Suite 304
                         Princeton, New Jersey 08540-6237
     
     
     With a copy to:     Robert B. Kelly
                         Squire, Sanders & Dempsey LLP 
                         1201 Pennsylvania Ave., NW
                         Post Office Box 407
                         Washington, D.C. 20044-0407
     
     If to ILAC:         David Neibert
                         Intek License Acquisition Corp.
                         24327 VanOwen Street
                         Suite 206
                         West Hills, California 91307

     or at such other address or with additional copied parties as shall be
     furnished in writing by any such Party.

13.   MISCELLANEOUS. This Agreement may be executed simultaneously in one or
more counterparts, each of which be deemed an original, but all of which
together shall constitute one and the same instrument.  This Agreement shall
become effective upon its execution by the parties and their transmitting to the
other party by facsimile proof of their execution of the 


                                      8

<PAGE>

Agreement.  This Agreement constitutes the entire agreement between the 
Parties pertaining to the subject matter contained herein and supersedes all 
prior and contemporaneous agreements, representations, and understandings of 
the parties.  No party shall be liable to the other party as a result of its 
failure to perform hereunder due to acts of god, civil unrest or 
disobedience, or other cause entirely beyond its control ("Force Majeure").  
No supplement, modification, or amendment of this Agreement shall be binding 
unless executed in writing by all of the Parties. Amendment of this Agreement 
and all prior agreements must be in writing and executed by each of the 
parties.  Notwithstanding any law or rule of contract interpretation to the 
contrary, this  Agreement shall not be interpreted strictly for or against 
any party hereto.  In the event of litigation between the parties pursuant to 
a dispute under this Agreement, the prevailing party shall be entitled to 
recover its costs incurred in such litigation, including reasonable 
attorneys' fees.  Each of the parties hereto acknowledges to the other that 
it has reviewed this Agreement with, and is relying solely upon the advice 
of, its independent counsel and tax advisor, as to the negotiation, 
preparation, execution and delivery of this Agreement and as to the legal and 
tax implications hereunder.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals this
17th day of August, 1998.

                    NATIONAL RURAL TELECOMMUNICATIONS COOPERATIVE




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


                    INTEK GLOBAL CORP.



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

                    INTEK LICENSE ACQUISITION CORP.



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


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