AMENDMENT TO MERGER AGREEMENT


     AMENDMENT made as of June 11, 1996 (the "New Effective  Date") by and among
Prime Cellular,  Inc., a Delaware  corporation  ("Prime"),  Bern Communications,
Inc.,  a  Delaware  corporation  and  wholly-owned  subsidiary  of Prime  ("Bern
Communications")  and the individual or entity  executing  this agreement  below
(each, a "Releasing Stockholder").

                              W I T N E S S E T H :

     WHEREAS,  Prime  acquired  all of the  shares  of  capital  stock  of  Bern
Associates,  Inc.,  a New Jersey  corporation  ("Bern"),  on June 11,  1996 (the
"Merger")  pursuant to that  certain  merger  agreement  dated May 14, 1996 (the
"Merger  Agreement") by and among Prime,  Prime Cellular  Acquisition Corp. (the
predecessor of Bern  Communications),  Bern and all of the  stockholders of Bern
(the "Bern Stockholders"); and

     WHEREAS, the Bern Stockholders  received, as consideration under the Merger
Agreement,  an aggregate  amount of 4,100,000  shares of the common  stock,  par
value $.01 per share, of Prime (the "Merger  Stock"),  which  consideration  was
based, in great part, upon the  representations  and warranties made by the Bern
Stockholders to Prime and Bern Communications (such representations and


<PAGE>


warranties,  whether written or oral,  express or implied,  shall hereinafter be
referred to as the "Merger Representations"); and

     WHEREAS,   the  Bern   Stockholders   executed  an  Escrow   Agreement  and
Indemnification  Agreement  whereby  the Merger  Stock was pledged to secure the
obligations of the Bern Stockholders under the Indemnification Agreement; and

     WHEREAS,  subsequent  to the  closing of the Merger,  Prime has  discovered
various breaches of the Merger Representations; and

     WHEREAS, the parties desire to avoid the cost and expense of any litigation
that may arise  regarding the assessment  and  calculation of damages and losses
that Prime and/or Bern  Communication  may have  suffered as a result of certain
breaches of the Merger Representations,  and, accordingly, have agreed to, among
other  things,  modify the terms  relating to the  conversion  of Bern Shares to
Prime Stock.

     NOW, THEREFORE,  in consideration of the foregoing premises,  and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and


                                      -2-
<PAGE>


subject to the conditions set forth herein, the parties hereto agree as follows:

     1. Unless  otherwise  indicated  to the  contrary,  all  capitalized  terms
contained  herein  shall have the same  meaning as ascribed to such terms in the
Merger Agreement.

     2.  Subsection  1.7(a) of the Merger  Agreement is hereby amended to reduce
the Exchange  Ratio of Bern Shares to Prime Stock from  1:10,250 to  1:2,562.50,
reflecting a reduction in the  aggregate  number of shares of Prime Stock issued
upon  conversion  of  Bern  Shares  at the  Effective  Time  from  4,100,000  to
1,025,000.

     3. As a result, the initial pro rata portion of Merger Stock to be received
by each  Releasing  Stockholder  is as set forth on Exhibit A hereto,  and stock
certificates  evidencing  such  pro rata  interest  shall  be  delivered  to the
Releasing Stockholder within thirty (30) days after the date hereof.

     The remaining  3,075,000 Shares of Prime Stock being held in Escrow and not
being  distributed to the Bern Stockholders  (specifically,  the portion thereof
allocable to each Releasing  Stockholder  and not  distributed to such Releasing
Stockholder)  shall be  distributed  to Prime and shall  remain  authorized  but
unissued stock of Prime. Neither Prime nor Prime Acquisition


                                      -3-
<PAGE>


Subsidiary  shall have any  further  obligation  to the Bern  Stockholders  with
respect to such Prime Stock.

     4. It is hereby agreed and  acknowledged  that the  Releasing  Stockholder,
without admitting or denying the extent or amount of any damages and losses that
Prime or Bern  Communications  may have  incurred or suffered as a result of any
breaches of the Merger Representations,  has agreed to enter into this Amendment
with Prime and Bern Communications  subject to receipt of a complete release and
discharge  of any  liability  to Prime or Bern  Communications  arising from the
breach of the Merger Representations by any Bern Stockholder. Accordingly, Prime
and Bern  Communications  hereby  forever  release and  discharge  the Releasing
Stockholder of and from any and all actions,  claims,  causes of action,  suits,
controversies,  debts, agreements,  commitments,  offers, damages,  obligations,
liabilities,  judgments,  executions,  demands,  of  any  kind  whatsoever,  now
existing  or  hereafter  arising,   whether  known,  or  unknown,   foreseen  or
unforeseen, which Prime and Bern Communications, their subsidiaries, affiliates,
stockholders, respective successors and assigns, ever had, now have or hereafter
may have in connection with, arising out of, or in any way related to any breach
of the  Merger  Representations  by the  Bern  Stockholders  and/or  Bern  under
Articles II, IV and VI of the Merger  Agreement and Sections 1, 3, 4, 5 and 8 of
the Indemnification Agreement; provided, however,


                                      -4-
<PAGE>


that  nothing  contained  in this  paragraph  6 shall be deemed to  release  and
discharge Ellen  Kirschenbaum,  Joan Hadsall,  Bernard  Kirschenbaum  and Andrew
Mitchell  from any  liability or  indemnification  obligations  under the Merger
Agreement and the Indemnification Agreement.

     5.  Notwithstanding  anything to the contrary in the Merger  Agreement  and
Indemnification  Agreement regarding survival, on and after the date hereof, the
Merger  Representations,  including,  without limitation,  the  representations,
warranties, obligations and covenants of the Bern Stockholders and/or Bern under
Articles II, IV and VI of the Merger  Agreement and Sections 1, 3, 4, 5 and 8 of
the Indemnification  Agreement shall no longer survive or have any further force
and effect, at law or equity, with respect to the Releasing Stockholder.

     6. All of the  Prime  Stock  owned by the  Releasing  Stockholder  shall be
released  from  Escrow  and the  Escrow  Agreement  shall be deemed  effectively
terminated,  and  without any further  force and  effect,  with  respect to such
Releasing Stockholder.

     7. Notwithstanding the foregoing,  the Releasing  Stockholder  acknowledges
that this Amendment  shall have no force and effect and shall be deemed null and
void in the  event  that  less  than  all of the  Bern  Stockholders  sign  this
Amendment; provided,


                                      -5-
<PAGE>


however,  that it is agreed and  acknowledged  by Prime and Bern  Communications
that  the  execution  of  this   Amendment  will  not  be  required  from  Ellen
Kirschenbaum, Joan Hadsall, Bernard Kirschenbaum and Andrew Mitchell.

     8. The parties  hereby  acknowledge  their  belief that the breaches of the
Merger  Representations  were made directly or indirectly by Ellen Kirschenbaum,
Joan Hadsall,  Bernard  Kirschenbaum  and Andrew  Mitchell each (except for Joan
Hadsall and Bernard Kirschenbaum) a former employee of Bern Communications,  and
a Bern Stockholder.  Because of the actions of Ellen Kirschenbaum, Joan Hadsall,
Bernard  Kirschenbaum  and  Andrew  Mitchell,  each  Releasing  Stockholder  has
suffered a loss as evidenced by the terms of this  Amendment.  Accordingly,  the
parties  hereby  acknowledge  that the shares of Prime Stock  belonging  to such
individuals shall continue to remain in escrow under the Escrow  Agreement,  and
agrees to assist  each other in  bringing  the legal  action or  exercising  any
rights to recovery  and  remedies  against  Ellen  Kirschenbaum,  Joan  Hadsall,
Bernard  Kirschenbaum  and Andrew  Mitchell.  Any recovery from such individuals
(whether Prime Stock or cash) shall be paid to each Releasing  Stockholder  (pro
rata).

     9. The parties hereby agree and acknowledge that Rafael Collado and Michael
Islek are deemed the Bern Designees and the  Shareholders'  Representatives,  as
such terms are referred to in the


                                      -6-
<PAGE>


Merger  Agreement (as amended  hereby) and the  Registration  Rights  Agreement,
respectively.

     10. The parties hereby agree and acknowledge  that the Merger Agreement has
been amended to  restructure  they payment  terms in  accordance  with the terms
hereof,  and such an amendment shall not be deemed the result of any exercise of
rights and remedies by any party under the Indemnification  Agreement and Escrow
Agreement.

     11. This  Amendment to the Merger  Agreement may be executed in one or more
counterparts,  each of which shall be deemed to be an original  but all of which
taken together shall constitute one and the same agreement.

     12. Except as set forth herein the Merger  Agreement  remains in full force
and effect.

     IN WITNESS  WHEREOF,  the parties  hereto have signed this Amendment to the
Merger Agreement the day and year first above written.

                              PRIME CELLULAR, INC.


                              By: ______________________________________________


                              BERN COMMUNICATIONS, INC.



                              By: ______________________________________________

                           [signature page continued]


                                      -7-
<PAGE>


                                            [signature page continued]


                                  ______________________________________________
                                  Rafael Collado, a Releasing Stockholder


                                  ______________________________________________
                                  Ellen Kirschenbaum, a Releasing
                                  Stockholder


                                  ______________________________________________
                                  William Josuva, a Releasing Stockholder


                                  ______________________________________________
                                  Michael Islek, a Releasing Stockholder


                                  ______________________________________________
                                  Suhail Nanji, a Releasing Stockholder


                                  ______________________________________________
                                  Neil Levine, a Releasing Stockholder


                                  ______________________________________________
                                  Atalanta Fund #6 Limited Partnership, a
                                  Releasing Stockholder


                                  ______________________________________________
                                  Andrew Mitchell, a Releasing Stockholder


                                  ______________________________________________
                                  Joanne Witt, a Releasing Stockholder


                                  ______________________________________________
                                  Richard Neville, a Releasing Stockholder


                                      -8-
<PAGE>


                           [signature page continued]


                                  ______________________________________________
                                  Bernard Kirschenbaum, a Releasing
                                  Stockholder


                                  ______________________________________________
                                  Louise Northcutt, a Releasing
                                  Stockholder


                                  ______________________________________________
                                  Kathy Diaz, a Releasing Stockholder


                                  ______________________________________________
                                  Rafael Collado, Sr., a Releasing
                                  Stockholder


                                  ______________________________________________
                                  Joan Hadsall, a Releasing Stockholder


                                      -9-
<PAGE>


                                                                       EXHIBIT A


     Name                                                    Percentage Interest
     ----                                                    -------------------

Rafael Collado                                                     13.25%

Ellen Kirschenbaum                                                 13.5%

William Josuva                                                     15.5%

Michael Islek                                                      15.5%

Suhail Nanji                                                       15.5%

Neil Levine                                                        11%

Atalanta Fund #6 Limited Partnership                                6%

Andrew Mitchell                                                     2%

Joanne Witt                                                         1%

Richard Neville                                                     2%

Bernard Kirschenbaum                                                2.5%

Louise Northcutt                                                    1%

Kathy Diaz                                                          0.5%

Rafael Collado, Sr                                                  0.5%

Joan Hadsall                                                        0.25%


                                      -10-