SETTLEMENT AGREEMENT


     AGREEMENT  dated  August 28, 1997 among Prime  Cellular,  Inc.,  a Delaware
corporation ("Prime"),  Bern Communications,  Inc., a Delaware corporation and a
wholly-owned  subsidiary of Prime ("Bern"),  and the individuals set forth below
(the "Settling Shareholders").

                              W I T N E S S E T H:

     WHEREAS,  there have been and exist various disagreements between Prime and
Bern on the one hand and each of the  Settling  Shareholders  on the other  hand
with  respect  to  certain  rights  and  obligations  of Bern and such  Settling
Shareholders;

     WHEREAS,  the parties have  determined that it is in their best interest to
settle any and all  disagreements  as between them and to confirm  certain other
arrangements, as set forth herein;

     NOW, THEREFORE, the parties hereto, in consideration of the mutual premises
set forth above and, such other  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, agree as follows:

     1. Simultaneous  herewith,  Prime and each of the Settling Shareholders are
entering  into an Agreement  substantially  in the form of Exhibit A hereto (the
"Stock Purchase  Agreement"),  providing for the purchase by Prime of all of the
shares of Prime common stock from each  Settling  Shareholder  in the amount set
forth on Exhibit  A-1,  and which  shares of Prime Common Stock are now owned by
each of the Settling  Shareholders (as identified therein),  at a purchase price
of $.50 per share.


<PAGE>


     2. Prime and Bern hereby assign,  transfer and convey, without recourse, as
full  satisfaction and settlement of certain  expenses  incurred by the Settling
Shareholders  on behalf  of Bern and past due and owing by Bern to the  Settling
Shareholders,  to Rafael Collado, Suhail Nanji, Michael Islek and William Josuva
(collectively,  the  "Employee  Shareholders")  all of their  right,  title  and
interest in and to the computer  software  program known as  WEBSITENOW  and all
copyrights,   trademarks,  tradenames,  domain  names  and  goodwill  associated
therewith,  such  transfer to include all of Prime and Bern's  right,  title and
interest in all subsequently developed additions and versions,  modifications of
the WEBSITENOW software program.  Prime and Bern agree that they shall no longer
retain any right, license or privilege to use the WEBSITENOW software program or
any  derivative  thereof,  and agree to take all actions and execute and deliver
such  documents  and other  instruments  necessary for the  consummation  of the
transaction  contemplated  by this  Section 2. Bern shall also  transfer  to the
Employee  Shareholders  the computer and any other  equipment used to design and
maintain  WEBSITENOW  as set  forth on  Exhibit  B.  Each  Employee  Shareholder
represents and warrants that except for the equipment being transferred pursuant
to this  Paragraph 2, he is not in  possession  of any material  property of the
Company.

     3. Simultaneous  herewith,  Prime and Bern and certain other parties on the
one hand, and each of the Settling  Shareholders on the other hand, will execute
and  deliver  general  releases  in the form  attached  hereto as Exhibit C (the
"Release").

     4. Each of the Employee  Shareholders  confirm their prior  resignations as
directors  and as  officers  of Prime  and/or  Bern and the  termination  of any
options to purchase securities of Prime or Bern.


                                       2
<PAGE>


     5. Each of Bern and the Employee  Shareholders  acknowledge  and agree that
the Employment  Agreements (the "Employment  Agreements")  dated August 1, 1995,
between Bern (as  successor to Bern  Associates,  Inc.) and each of the Employee
Shareholders, as amended, and the undated, Employee Confidential Information and
Invention Agreements,  between Bern (as successor to Bern Associates,  Inc.) and
each of the Employee  Shareholders  (the  "Confidentiality  Agreements") are all
hereby terminated and shall be of no further force and effect  whatsoever;  such
termination  to include,  without  limitation,  the  termination  of any and all
obligations  on the  part of (a)  Bern or  Prime  to make  any  payments  to the
Employee  Shareholders  (whether for past  activities,  current  obligations  or
future  obligations,  such as royalties) or to continue or otherwise provide any
benefits (such as, for example only,  health  insurance or disability) to any of
the Employee  Shareholders and (b) on the part of such Employee  Shareholders to
Bern or Prime under the Employment  Agreements  (including,  without limitation,
the termination of any non-compete provision of the Employment Agreements and/or
the  Confidentiality  Agreements),  except as otherwise  set forth  herein.  The
Employee  Shareholders  confirm and warrant that neither Bern nor Prime shall on
and after  the date  hereof  owe any  payments  to any of them  based on past or
future  revenues or for past or future  services  rendered  (including,  without
limitation,  with  respect  to any  existing  contracts  between  Bern  and  any
customer) except as may be set forth in a written  agreement  executed after the
date hereof.

     6.  Neither  Prime  nor  Bern  on the  one  hand  nor  any of the  Settling
Shareholders  on the other hand shall,  directly or  indirectly,  disparage  the
commercial, business or financial reputation of the other party.

     7. Each of the Settling  Shareholders  agree not to  voluntarily  appear or
testify in any court action,  arbitration or  administrative  action relating to
Prime or Bern without Prime's


                                       3
<PAGE>


prior written consent,  except pursuant to court order or a valid subpoena. Each
of the  Settling  Shareholders  agree that if any of them  receive a subpoena or
order requesting his or her appearance or testimony in connection with any court
action, arbitration or administrative proceeding relating to Prime or Bern, they
shall promptly  notify Prime in writing prior to such testimony or appearance to
afford Prime the right to challenge the subpoena;  provided, however, that Prime
shall fully  indemnify  and hold the  Settling  Shareholders  harmless  from any
actions, causes of action, claims, liabilities and demands of whatsoever kind or
nature  arising  out of or  resulting  from  Prime's  exercise  of its  right to
challenge the subpoena on the Settling  Shareholders.  In addition,  each of the
Employee  Shareholders and all of the other Settling Shareholders agree, subject
to the terms of the last sentence of this Section 7, that upon Prime's or Bern's
request, he or she will voluntarily appear or testify at the request of Prime or
Bern and otherwise participate in connection with any court action,  arbitration
or   administrative   proceeding  by  or  against  Prime  or  Bern  in  whatever
jurisdiction  such matter shall be pending,  whether now existing or hereinafter
instituted.  All  pre-approved,   out-of-pocket  costs  (including  lost  wages)
incurred  by the  Settling  Shareholders  in  connection  with  the  immediately
preceding  sentence  (including  attorney's  fees and expenses) shall be paid or
reimbursed by Bern or Prime.

     8. This  Agreement  may not be amended  except by an  instrument in writing
executed by the parties hereto.

     9. Any party hereto may, but shall not be obligated to, (a) extend the time
for the performance of any of the obligations or other acts of the other parties
hereto,  and (b)  waive  compliance  with any of the  agreements  or  conditions
contained herein.  Any such extension or waiver shall only be valid if set forth
in an instrument in writing signed by the party or parties to be bound thereby.


                                       4
<PAGE>


     10. All  notices and other  communications  given or made  pursuant  hereto
shall be in  writing  and shall be deemed to have been duly  given or made as of
the date delivered or mailed if delivered  personally,  by overnight  courier or
mailed  by  registered  or  certified  mail  (postage  prepaid,  return  receipt
requested) to the parties at the  following  addresses (or at such other address
for a party as shall be specified by like notice, except that notices of changes
of address shall be effective upon receipt):

     if to Prime or Bern:

              Prime Cellular, Inc.
              100 First Stamford Place
              Stamford, Connecticut  06902


     with a copy to:

              Tenzer Greenblatt LLP
              405 Lexington Avenue
              New York, New York  10174
              Attn:  Robert J. Mittman
              Fax:  (212) 885-5001


                                       5
<PAGE>


     if to Settling Shareholders:

     to: the address set forth on Exhibit D


     11. If any term or other provision of this Agreement is deemed or held by a
court of  competent  jurisdiction  to be invalid,  illegal or incapable of being
enforced  by any  rule of law,  or  public  policy,  all  other  conditions  and
provisions of this Agreement shall nevertheless  remain in full force and effect
so long as the  economic or legal  substance  of the  transactions  contemplated
hereby  is  not  affected  in  any  manner  adverse  to  any  party.  Upon  such
determination that any term or other provision is invalid,  illegal or incapable
of being  enforced,  the parties hereto shall  negotiate in good faith to modify
this Agreement so as to effect the original  intent of the parties as closely as
possible  in an  acceptable  manner  to the end that  transactions  contemplated
hereby are fulfilled to the greatest extent possible.

     12. This Agreement (together with all Exhibits referenced herein including,
without limitation, the Stock Purchase Agreement and the Release) constitute the
entire  agreement,  and supersede all prior  agreements and  undertakings,  both
written and oral, among the parties, or any of them, with respect to the subject
matter hereof.

     13. This Agreement shall not be assigned by operation of law or otherwise.

     14. This Agreement shall be governed by, and construed in accordance  with,
the law of the State of New York.

     15. The parties (i) agree that any legal suit, action or proceeding arising
out of or relating to this Agreement shall be instituted exclusively in New York
State Supreme


                                       6
<PAGE>


Court,  located in New York County or the United States  District  Court for the
Southern  District of New York to the  exclusion  of any other  jurisdiction  or
venue,  (ii) waive any  objection  either of them have now or hereafter may have
based upon jurisdiction,  forum non conveniens or to the venue of any such suit,
action or proceeding,  and (iii) irrevocably  consent to the jurisdiction of the
New York State Supreme Court located in New York County, or in the United States
District Court for the Southern District of New York in any such suit, action or
proceeding.  The parties further agree to accept and acknowledge  service of any
and all process in the New York State  Supreme  Court located in New York County
or in the United States District Court for the Southern District of New York and
agree that service of process  upon either  party,  mailed by certified  mail to
either party's address set forth above will be deemed in every respect effective
service of process upon such party,  in any suit,  action or proceeding.  In the
event that any suit,  action or  proceeding  is  commenced  with respect to this
Agreement, the prevailing party's costs and expenses incurred in connection with
such  suit,  action  or  proceeding  (including  reasonable  attorneys  fees and
expenses) shall be paid by the other party.

     16. This Agreement may be executed in one or more counterparts,  and by the
different  parties  hereto  in  separate  counterparts,  each of  which  when so
executed  shall be deemed to be original,  but all of which taken together shall
constitute one and the same Agreement.

     17. Each Settling Shareholder,  severally and not jointly,  warrants to the
Prime and Bern that it has the right,  power,  legal  capacity and  authority to
enter into this Agreement and to carry out his obligations  hereunder,  and this
Agreement  constitutes  the valid and  binding  obligation  of such  shareholder
enforceable against such shareholder, in accordance with its terms.


                                       7
<PAGE>


     18. Prime and Bern represent and warrant to each Settling  Shareholder that
it has the full corporate  power,  right,  legal capacity and authority to enter
into  this  Agreement  and to  carry  out its  obligations  hereunder,  and this
Agreement,  having been duly and validly  authorized by all necessary  corporate
action,  constitutes  the  valid  and  binding  obligation  of  Prime  and  Bern
enforceable against Prime and Bern, in accordance with its terms.

     19.  Prime  agrees to take such  actions  and to  authorize  third  parties
(including  Prime's  legal  counsel)  to  take  such  actions,  consistent  with
applicable  laws and  regulations,  to permit the sale of any Prime  Stock which
will  be  owned  by any  Settling  Shareholder  after  the  consummation  of the
transaction contemplated hereby.


                                       8
<PAGE>


     IN WITNESS  WHEREOF,  the  Undersigned  have  caused this  Agreement  to be
executed  as of the  date  first  written  above by  their  respective  officers
thereunto duly authorized.

                                   PRIME CELLULAR, INC.


                                   By:__________________________________________


                                   BERN COMMUNICATIONS, INC.


                                   By:__________________________________________


                                   _____________________________________________
                                   Rafael Collado, a Settling Stockholder


                                   _____________________________________________
                                   William Josuva, a Settling Stockholder


                                   _____________________________________________
                                   Michael Islek, a Settling Stockholder


                                   _____________________________________________
                                   Suhail Nanji, a Settling Stockholder


                                   _____________________________________________
                                   Neil Levine, a Settling Stockholder


                                   _____________________________________________
                                   Louise Northcutt, a Settling Stockholder


                                       9
<PAGE>


(Signature page continued)





                                   _____________________________________________
                                   Kathy Diaz, a Settling Stockholder


                                   _____________________________________________
                                   Rafael Collado, Sr., a Settling Stockholder


                                   _____________________________________________
                                   Joanne Witt, a Settling Stockholder


                                       10
<PAGE>


                                                                     EXHIBIT A-1


    NAME                                                        NUMBER OF SHARES
    ----                                                        ----------------

RAFAEL COLLADO                                                      135,812

WILLIAM JOSUVA                                                       80,000

MICHAEL ISLEK                                                       158,875

SUHAIL NANJI                                                        158,875

NEIL LEVINE                                                         112,750

LOUISE NORTHCUTT                                                     10,250

KATHY DIAZ                                                            5,125

RAFAEL COLLADO, SR                                                    5,125

JOANNE WITT                                                          10,125


                                       11
<PAGE>



                                                                       EXHIBIT A

                               PRIME CELLULAR INC.
                            100 First Stamford Place
                           Stamford, Connecticut 06902



Gentlemen:

     This letter is to confirm our  agreement  that Prime  Cellular,  Inc.  (the
"Purchaser")  hereby  purchases  from [Name of Seller] (the  "Seller")  ________
shares of the common  stock,  par value $.01 per share,  of the  Purchaser  (the
"Shares")  owned by the Seller for a purchase price of $.50 per share , upon the
terms and conditions hereinafter set forth.

     1. Purchase Price In full consideration for the transfer of the Shares, the
Purchaser  hereby  delivers to the Seller upon  execution  of this letter by the
Seller,  and delivery of  certificates  representing  the Shares  (together with
stock powers duly endorsed), free and clear of any liens, claims or encumbrances
of any nature  whatsoever,  duly  endorsed  for transfer to the  Purchaser,  its
certified check, dated the date hereof, in the amount of $_________.

     2.  Representations and Warranties of the Seller. The Seller represents and
warrants to the Purchaser that:

          a. The Seller has the right,  power,  legal  capacity and authority to
     enter into this Agreement and to carry out his obligations  hereunder,  and
     this Agreement  constitutes the valid and binding obligation of the Seller,
     enforceable against such Seller, in accordance with its terms;

          b. The sale of the  Shares to the  Purchaser  by the  Seller  will not
     conflict  with or  constitute  an event of  default  under or breach of any
     agreement,  document or instrument  to which the Seller is a party,  or any
     law, rule or regulation or court order applicable to the Seller;

          c. The Seller is the record and beneficial owner


<PAGE>


     of the Shares and has good and  marketable  title to such Shares,  free and
     clear of any and all liens, claims, security interest,  pledges, charge and
     encumbrances  of any  nature  whatsoever  (the  "Liens").  The  Seller  has
     complete and unrestricted  power and the unqualified right to sell, assign,
     transfer and deliver the Shares to the Purchaser,  and upon delivery to the
     Purchaser of the certificates  representing the Shares,  either endorsed in
     blank for transfer or together  with  appropriately  executed  stock powers
     with respect thereto, the Purchaser shall acquire good and marketable title
     to the Shares, free and clear of any Liens; and

          d. The Seller has had a  reasonable  opportunity  to review all public
     filings and reports,  press releases and similar disclosure documents filed
     or published by the Purchaser,  and to ask questions of and receive answers
     from the Purchaser  concerning the Purchaser,  and all such  questions,  if
     any, have been answered to the full satisfaction of the Seller; and

          e. None of the  representations  or  warranties  made by the Seller in
     this Agreement are false or misleading with respect to any fact, or omit to
     state any fact necessary in order to make the statements  herein  contained
     not misleading.

     3.   Representations  and  Warranties  of  the  Purchaser.   The  Purchaser
represents and warrants to the Seller that it is a corporation  duly  organized,
validly  existing and in good standing  under the laws of the State of Delaware,
with full  corporate  power,  right,  legal capacity and authority to enter into
this Agreement and to carry out its obligations  hereunder,  and this Agreement,
having been duly and  validly  authorized  by all  necessary  corporate  action,
constitutes  the valid  and  binding  obligation  of the  Purchaser  enforceable
against the Purchaser, in accordance with its respective terms; and

     4.  Governing  Law. This  Agreement  shall be governed by, and construed in
accordance  with,  the law of the State of New York without regard to its choice
of law  principles.  The  parties  (i)  agree  that any  legal  suit,  action or
proceeding  arising  out of or relating to this  Agreement  shall be  instituted
exclusively in New York State Supreme  Court,  located in New York County or the
United  States  District  Court  for the  Southern  District  of New York to the
exclusion of any other jurisdiction or venue, (ii) waive any objection either of
them  have  now or  hereafter  may  have  based  upon  jurisdiction,  forum  non
conveniens  or to the venue of any such suit,  action or  proceeding,  and (iii)
irrevocably  consent to the  jurisdiction  of the New York State  Supreme  Court
located in New York  County,  or in the  United  States  District  Court for the
Southern  District  of New York in any such  suit,  action  or  proceeding.  The
parties further agree to accept and  acknowledge  service of any and all process
in the New York State  Supreme Court located in New York County or in the United
States  District  Court for the  Southern  District  of New York and agree  that
service of process upon either party, mailed by certified mail to either

<PAGE>


Page 3

  
party's  address  set forth  above  will be deemed  in every  respect  effective
service of process upon such party,  in any suit,  action or proceeding.  In the
event that any suit,  action or  proceeding  is  commenced  with respect to this
Agreement, the prevailing party's costs and expenses incurred in connection with
such suit, action or proceeding  (including  reasonable attorneys fees) shall be
paid by the other party.

     5.  Miscellaneous.  This  Agreement  (i) may only be  modified by a written
instrument executed by the party to be charged with such modification; (ii) sets
forth the entire  agreement  of the parties  hereto with  respect to the subject
matter hereof; and (iii) shall inure to the benefit of, and be binding upon, the
parties hereto and their respective heirs, legal representatives, successors and
assigns.

     6.   Counterparts.   This   Agreement  may  be  executed  in  one  or  more
counterparts.

                                  [end of page]


<PAGE>


Page 4


     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
date set forth below.

                                                PRIME CELLULAR, INC.


Dated: ____________                             By:_____________________________
                                                Name:
                                                Title:



Dated: ____________                             By:_____________________________
                                                        [Name of Seller]


<PAGE>



                                                                       EXHIBIT B
System 1
--------
     1  SUN SPARCStation 10 Computer System(1)
     1  19" SUN Computer Monitor(1)
     1  SUN CD-ROM(1)
     SUN Keyboard, Mouse and Mouse PAD(1)   

System 2
--------
     1  SUN SPARCStation 10 Computer System(2)
     1  19" Sun Computer Monitor(2)
     1  SUN CD-ROM(2)
     SUN Keyboard, Mouse and Mouse PAD(2)   

System 3
--------
     1  ABS Mini Tower Pentium 166 MHz 32 MB(3)
        With CD-ROM and CD-Recordable ROM(3)
        Keyboard, Mouse and Speakers(3)
        Mag Innovision 17" Monitor(3)

System 4
--------
     1    NEC Ready 9522 Mini Tower(1)
          With CD-ROM, 2 Speakers, Mouse and Cables(3)
     1    NEC XV15 Monitor(3)

System 5
--------
     DEC Alpha 400 with Keyboard mouse and Cables and (3)
          Misc Documentation(3)
     1    DEC 17" Monitor(3)
     1    4 Slot Disk Bay(3)
     4GB SCSI Hard Disk(3)

System 6
--------
     1    SUN SPARCStation 10 Computer System(3)
     1    19" SUN Computer Monitor(3)
     1    SUN CD-ROM(3)
     SUN Keyboard, Mouse and Mouse PAD(3)

System 7
--------
     1    Web TV System, Keyboard and remote(3)

Support Contract
----------------

     1    SUN Software Service Contract that expires Nov-Dec 1997
          Transferred and assigned to the Settling Shareholders

Employee Shareholders will install Caldera Rev 1.0 UNIX Operating System, Apache
WEB  Server,  and the  Caldera  mail server onto an existing PC system from BERN
help desk (herein after "Replacement  Server"). In addition,  the user accounts,
and BERN help desk web pages  currently on System 6 will be  transferred  to the
Replacement Server by the Employee Shareholders. The Employee Shareholders agree
to service the  Replacement  Server for three month period after the date of the
Settlement Agreement.

--------------------------------------------------------------------------------
(1)  In William Josuva's possession.

(2)  In Michael Islek's possession.

(3)  Currently at BERN help desk in Teaneck, NJ

<PAGE>

                                                                       EXHIBIT C

                                 MUTUAL RELEASE


     For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Rafael Collado (the "Individual Party"), for himself,
his heirs, administrators, executors, successors, and assigns, hereby fully and
forever releases, acquits, and discharges Prime Cellular, Inc., Bern
Communications, Inc., Joseph K. Pagano, Frederick Adler and Samuel Rozzi, their
respective officers, directors, shareholders, affiliates, subsidiaries, heirs,
administrators, successors, agents, attorneys, and assigns (collectively, the "
Prime Parties"), from any and all actions, causes of action, claims,
obligations, liabilities, past due expenses and demands of whatsoever kind or
nature, known or unknown, foreseen or unforeseen, at law or in equity, civil,
criminal, or administrative, including, without limitation, such claims and
defenses as fraud, mistake, and duress, which the Individual Party ever had, may
have had, now have, or might hereafter have, against the Prime Parties,
including, but not limited to, claims arising on account of any and all known or
unknown losses and damages to the Individual Party or to the Individual Party's
property sustained or received as a result of or arising out of the Individual
Party's employment by, or being a shareholder, option holder, director or
officer of, any of the Prime Parties (as the case may be), including, without
limitation, arising out of or in connection with the Employment Agreement
between the Individual Party and Bern Communications, Inc. (as successor to Bern
Associates, Inc.) ("Bern"), dated as of August 1, 1995, as amended, and


<PAGE>


the undated Employee Confidential Information and Invention Agreement, between
Bern and the Individual Party (as the case may be) (collectively, the
"Employment Agreement").

     The Prime Parties, for each of themselves, their respective heirs,
administrators, successors, agents, and assigns, hereby fully and forever
release, acquit, and discharge the Individual Party, and their respective heirs,
administrators, successors, agents, attorneys, and assigns, from any and all
actions, causes of action, claims, obligations, liabilities, past due expenses
and demands of whatsoever kind or nature, known or unknown, foreseen or
unforeseen, at law or in equity, civil, criminal, or administrative, including,
without limitation, such claims and defenses as fraud, mistake, and duress,
which each of the Prime Parties ever had, may have had, now have, or might
hereafter have against the Individual Party, including, but not limited to,
claims arising on account of any and all known or unknown losses and damages to
the Prime Parties sustained or received as a result of or arising out of the
Individual Party's employment with, or being an officer, option holder, director
or shareholder of, any of the Prime Parties (as the case may be), including
without limitation, arising out or in connection with the Employment Agreement.

     It is expressly understood and agreed that, this Mutual Release is intended
to cover and does cover not only all now known loss or damage, but any future
loss and damage not now known or anticipated but which may later develop or be
discovered from the existing state of things, including all of the effects and
consequences thereof.

     If any provision of this Mutual Release, or if any construction or
application of any provision of this Mutual Release, is held to be unenforceable
or invalid for any reason, then the validity of all the remaining provisions
shall not be affected and the validity of any remaining construction or
application of such provision shall not be affected, and the


                                      -2-
<PAGE>


rights or obligations of each of the parties shall be construed and enforced as
if the Mutual Release did not contain such invalid provision or, as the case may
be, invalid construction or application of such provision; provided, however,
that such resulting construction and enforcement shall be generally consistent
with the basic purpose of this Mutual Release. For purposes of the foregoing,
"provision" refers to any word, phrase, term, sentence, paragraph, or any other
part of this Mutual Release.

     This Mutual Release shall be governed by the laws of the State of New York.

     The parties hereto acknowledge,  covenant,  and agree that each of them has
read  this  Mutual  Release  and  understands  its  terms,  including  the legal
consequences  thereof,  and that in offering to make, and in making,  executing,
and delivering  this Mutual  Release,  none of them was acting under any duress,
undue influence,  misapprehension,  or  misrepresentation by any party hereto or
any agent, attorney, or representative of any party and that this Mutual Release
was made,  executed,  and  delivered as the free and voluntary act of each party
and was given in good faith on the part of each party with full knowledge of all
relevant facts and circumstances.

     The Prime Parties represent and warrant to the Individual Party that each
of them has the power, right, legal capacity and authority to enter into this
Agreement and to carry out its obligations hereunder, and this Agreement, having
been duly and validly authorized by all necessary corporate action (in the case
of a corporate Prime Party), constitutes the valid and binding obligation of the
Prime Parties enforceable against the Prime Parties, in accordance with its
terms.

     The Individual Party represents and warrants to the Prime Parties that it
has the power, right, legal capacity and authority to enter into this Agreement
and to carry out


                                      -3-
<PAGE>


its obligations hereunder, and this Agreement, constitutes the valid and binding
obligation of the Individual Party in accordance with its terms.

     Except as otherwise provided, this document contains the entire agreement
between the parties hereto and no representations or promises, other than those
contained or referred to herein, have been made by any party to any other party
to secure the execution of this Mutual Release.

Dated:  August 28, 1997

                                             The Prime Parties:

                                             Prime Cellular, Inc.


                                             By:________________________________
                                             Name:
                                             Title:


                                             Bern Communications, Inc.


                                             By:________________________________
                                             Name:
                                             Title:



                                             -----------------------------------
                                                    Joseph K. Pagano



                                             -----------------------------------
                                                    Frederick Adler


                                      -4-
<PAGE>


                                             -----------------------------------
                                                    Samuel Rozzi



                                             Individual Party


                                             -----------------------------------
                                                   


                                      -5-
<PAGE>


                                                                       EXHIBIT D


                  NAMES AND ADDRESSES OF SETTLING SHAREHOLDERS


                               Rafael Collado, Jr.
                                 93 Walling Road
                             Warwick, New York 10990

                                  Michael Islek
                                27 Chestnut Lane
                            Woodbury, New York 11797

                                 William Josuva
                              170 Northfield Avenue
                          West Orange, New Jersey 07052

                                   Neil Levine
                               2352 Linwood Avenue
                           Fort Lee, New Jersey 07024

                               Rafael Collado, Sr.
                                 3 Demarest Road
                            Teaneck, New Jersey 07666

                                 Louis Northcutt
                             26 Little Brooklyn Road
                             Warwick, New York 10990

                                   Kathy Diaz
                                31-A Tanager Road
                             Monroe, New York 10950

                                   Joanne Witt
                              128 Sugarberry Circle
                              Houston, Texas 77024

                                  Suhail Nanji
                              7929 Greenhollow Lane
                               Dallas, Texas 75240