<PAGE>

                     AMENDMENT NO. 1 AND JOINDER AGREEMENT


         THIS AMENDMENT NO. 1 AND JOINDER AGREEMENT ("Agreement") is entered
into as of May 13, 1997, by and among Batteries Batteries, Inc. ("BATS"),
Tauber Electronics, Inc. ("TEI"), Advanced Fox Antenna, Inc. ("AFA"), Specific
Energy Corporation ("SEC"), W.S. Battery & Sales Company, Inc. ("WSBS"),
Battery Network, Inc. ("BN"), Battery Acquisition Corp. ("BAC"), Cliffco of
Tampa Bay, Inc. (formerly known as Cellular Florida Acquisition, Inc.) ("CTB")
(BATS, TEI, AFA, SEC, WSBS, BN, BAC and CTB, each a "Borrower" and, jointly and
severally, the "Borrowers") and IBJ Schroder Bank and Trust Company, as Lender
and Agent (as such terms are hereinafter defined).

                                   BACKGROUND
                                   ----------

         BATS, TEI, AFA, SEC, WSBS, BN and BAC, IBJ Schroder Bank and Trust
Company ("IBJS"), each of the other financial institutions named in the Loan
Agreement (as hereinafter defined) or which hereafter become parties thereto
(IBJS and such financial institutions, the "Lenders") and IBJS as agent for the
Lenders (IBJS in such capacity, the "Agent") are parties to a Revolving Credit,
Term Loan and Security Agreement dated as of January 7, 1997 (as amended,
supplemented, modified or restated from time to time, the "Loan Agreement")
pursuant to which Lenders and Agent provided Borrowers (other than CTB) with
certain financial accommodations.

         Pursuant to an Asset Purchase Agreement dated April 27, 1997 by and
among BATS, Cellular Florida Acquisition, Inc., a wholly owned subsidiary of
BATS ("Sub"), Cliffco of Tampa Bay, Inc. (now known as Costilow Communications
and Accessories, Inc.) ("Seller") and David Costilow, the stockholder of Seller
(the "Purchase Agreement"), Seller sold to Sub and Sub purchased from Seller
certain assets of Seller. Following such acquisition, Sub changed its name to
Cliffco of Tampa Bay, Inc.

         BATS, TEI, AFA, SEC, WSBS, BN and BAC have requested that Agent and
Lenders permit CTB to become a Borrower and provide financial accommodations to
CTB under the Loan Agreement and Agent and Lenders are willing to do so on the
terms and conditions hereafter set forth.

         NOW, THEREFORE, in consideration of any loan or advance or grant of
credit heretofore or hereafter made to or for the account of Borrowers by Agent
or Lenders and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:

         1. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Loan Agreement.

         2. Joinder.

            (a) CTB is hereby added as an additional Borrower under the Loan
Agreement, and all references to "Borrower" or "Borrowers" thereunder shall
henceforth be deemed to include CTB.

<PAGE>

            (b) CTB hereby adopts the Loan Agreement and each of the Other
Documents and assumes in full, and acknowledges that it is jointly and
severally liable for, the payment, discharge, satisfaction and performance of
all Obligations under the Loan Agreement and the Other Documents. Without
limiting the generality of the foregoing, in order to secure the prompt payment
and performance of the Obligations, CTB hereby assigns, pledges and grants to
Agent for the benefit of Lenders a continuing security interest in and to all
of its Collateral, whether now owned or existing or hereafter acquired or
arising and wheresoever located.

         3. Amendment to Loan Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 4 below, the Loan Agreement is hereby
amended as follows:

            (a) Section 1.2 is hereby amended by

                (i)  adding the following defined terms in their appropriate
                     alphabetical order:

                       "Amendment No. 1" shall mean Amendment No. 1 and Joinder
                       Agreement dated as of May __, 1997 among Borrowers,
                       Lenders and Agent.

                       "Amendment No. 1 Effective Date" shall mean May __,
                       1997.

                       "Amendment No. 1 Projections" shall have the meaning set
                       forth in Section 5.5(c) hereof.

                       "CTB" shall mean Cliffco of Tampa Bay, Inc. (formerly
                       known as Cellular Acquisition, Inc.), a Florida
                       corporation.

                       "CTB Acquisition Agreement" shall mean the Asset
                       Purchase Agreement dated as of April __, 1997 among
                       BATS, Cellular Florida Acquisition, Inc. (now known as
                       Cliffco of Tampa Bay, Inc.), Old Cliffco, as seller and
                       David Costilow, as Stockholder.

                       "Old Cliffco" shall mean Cliffco of Tampa Bay, Inc., a
                       Florida corporation, now known as Costilow
                       Communications and Accessories, Inc.

                (ii) amending the following defined term in its entirety to
                     provide as follows:

                       "Acquisition Agreement" shall mean collectively, the BN
                       Acquisition Agreement, the WSBS Acquisition Agreement,
                       the BAC Acquisition Agreement and the CTB Acquisition
                       Agreement.

            (b) Section 5.5 is amended by adding the following subsection (c)
after the end of subsection (b):

                                      -2-
<PAGE>

                       "(c) The twelve-month cash flow projections of BATS on a
                       consolidated basis and their projected balance sheets as
                       of the Amendment No. 1 Effective Date, copies of which
                       are attached as Exhibit 5.5(c) to Amendment No. 1 (the
                       "Amendment No. 1 Projections") were prepared by
                       Borrowing Agent, reflect the consummation of the
                       transaction contemplated by Amendment No. 1 and the CTB
                       Acquisition Agreement, are based on underlying
                       assumptions which provide a reasonable basis for the
                       projections contained therein."

            (c) Section 5.8 is amended by adding after the end of Section
5.8(e) a new Section 5.8(f) which provides as follows:

                       "(e) After giving effect to the transactions
                       contemplated by Amendment No. 1 and the Cliffco
                       Acquisition Agreement, each Borrower will be solvent,
                       able to pay its debts as they mature, have capital
                       sufficient to carry on its business and all businesses
                       in which it is about to engage, and (i) as of the
                       Amendment No. 1 Effective Date, the fair present
                       saleable value of its assets, calculated on a going
                       concern basis, is in excess of the amount of its
                       liabilities and (ii) subsequent to the Amendment No. 1
                       Effective Date, the fair saleable value of its assets
                       (calculated on a going concern basis) will be in excess
                       of the amount of its liabilities."

            (d) Section 5.24 is added after the end of Section 5.23 and
provides as follows:

                       "5.24. Delivery of CTB Acquisition Agreement. Agent has
                       received complete copies of the CTB Acquisition
                       Agreement, including all exhibits, schedules and
                       disclosure letters referred to therein or delivered
                       pursuant thereto and all amendments thereto, waivers
                       relating thereto and other side letters or agreements
                       affecting the terms thereof. None of such documents and
                       agreements has been amended or supplemented, nor have
                       any of the provisions thereof been waived, except
                       pursuant to a written agreement or instrument which has
                       heretofore been delivered to Agent."

            (e) Section 7.1(a) is amended in its entirety to provide as
follows:

                       "(a) Enter into any merger, consolidation or other
                       reorganization with or into any other Person other than
                       a Borrower or acquire all or a substantial portion of
                       the assets or stock of any Person other than a Borrower
                       and other than the assets of Old Cliffco in accordance
                       with the CTB Acquisition Agreement or permit any other
                       Person to consolidate with or merge with it other than a
                       Borrower."

            (f) Section 7.12(a) is amended in its entirety to provide as
follows:

                                      -3-
<PAGE>

                       "(a) Form any Subsidiary, except that BATS may form
                       CTB."

            (g) Section 16.3(b) is hereby amended by adding the following
parenthetical immediately after "any Transferee" on the tenth line thereof:

                       "(other than to a Transferee that is an affiliate or
                       subsidiary of IBJS)"

            (h) Section 16.3(c is amended by adding the following sentence at
the end thereof:

                       "Without in any manner limiting the foregoing, the
                       Borrowers specifically consent to the sale, assignment
                       and/or transfer by IBJS to IBJ Schroder Business Credit
                       Corporation of all or any part of its rights and
                       obligations under this Agreement and the Other Documents
                       in its capacity as Agent and as Lender."

            (i) Exhibit 2.1(a) is amended in its entirety to provide as set
forth on Exhibit A attached to this Agreement.

            (j) Exhibit 2.4 is amended in its entirety to provide as set forth
on Exhibit B attached to this Agreement.

            (k) Schedule 4.5 (Equipment and Inventory Locations) is amended by
adding the following at the end thereof:

                "(o) 12816 Dupont Circle, Tampa, Florida 33626 (until 6/30/97)
                 (p) 201 Vollmer Avenue, Oldsmar, Florida 34677 (commencing
                 7/1/97)"

            (l) Schedule 4.15(c) (Location of Executive Offices) is amended by
adding the following at the end thereof:

                "(h) Cliffco of Tampa Bay, Inc.

                     (i)   12816 Dupont Circle
                           Tampa, Florida 33626
                           (until June 30, 1997)

                     (ii)  201 Vollmer Avenue
                           Oldsmar, Florida 34677
                           (commencing July 1, 1997)"

            (m) Schedule 5.2(a) (States of Qualification/Good Standing) is
amended by adding the following at the end thereof:

                "Cliffco of Tampa Bay, Inc. - Florida"

                                      -4-
<PAGE>

            (n) Schedule 5.2(b) (Subsidiaries) is amended by adding the
following at the end of the first section thereof:

                "(e) Cliffco of Tampa Bay, Inc."

            (o) Schedule 5.4(b) (Federal Tax Identification Numbers) is amended
by adding the following at the end of the first section thereof:

                "(h) Cliffco of Tampa Bay, Inc. --  65-0750742

            (p) Schedule 5.6 (Prior Names) is amended by adding the following
at the end thereof:

                "(f) Cliffco of Tampa Bay, Inc. was previously "Cellular
                     Florida Acquisition, Inc." The amendment to the
                     Certificate of Incorporation was filed on the Amendment
                     No. 1 Effective Date. Cliffco of Tampa Bay, Inc. uses the
                     tradename "Cliffco"."

            (q) Schedule 5.9 (Intellectual Property, Source Code, Escrow
Agreements) is amended by adding the following at the end thereof:

                ""Accessory Solutions for a Wireless World" trademark
                registration application file no: 3-11-96, filed: 75/069,921

                "Your Phone" trademark registration application, file no:
                75/203,707, filed: 11-25-96

                "Starter Kit" trademark registration application, file no:
                75/227,177, filed: 1-16-97

                "Starter Kit 2" trademark registration application, 75/227,178,
                filed: 1-16-97

            4.  Conditions of Effectiveness.  This Agreement shall become
effective upon satisfaction of the following conditions precedent:

                (i) Agent shall have received in form and substance
            satisfactory to Lender four (4) copies of this Agreement duly
            executed by each Borrower;

                (ii) Agent shall have received in form and substance
            satisfactory to Agent an executed Purchase Agreement and all
            exhibits and schedules thereto and all other documents and
            agreements executed in connection therewith;

                (iii) BATS and/or CTB shall have obtained all necessary
            consents with respect to each contract, lease, and agreement being
            assigned to CTB pursuant to the Purchase Agreement. BATS and CTB
            hereby covenant that no conditions to

                                      -5-
<PAGE>

            effectiveness of the Purchase Agreement shall be waived by BATS or
            CTB without Agent's prior written consent;

                (iv) Agent shall have received an executed Amended and Restated
            Term Note in the form attached hereto as Exhibit A and (b) Amended
            and Restated Revolving Credit Note in the form attached hereto as
            Exhibit B;

                (v) Agent shall have received in form and substance
            satisfactory to Agent a Collateral Assignment executed by BATS with
            respect to its rights under the Purchase Agreement;

                (vi) Each document (including, without limitation, any Uniform
            Commercial Code financing statement) required by this Agreement or
            under law or reasonably requested by Agent to be filed, registered
            or recorded in order to create, in favor of Agent for the ratable
            benefit of the Lenders, a perfected security interest in or lien
            upon the Collateral owned by CTB shall have been properly filed,
            registered or recorded in each jurisdiction in which the filing,
            registration or recordation thereof is so required or requested,
            and Agent shall have received an acknowledgment copy, or other
            evidence satisfactory to it, of each such filing, registration or
            recordation and satisfactory evidence of the payment of any
            necessary fee, tax or expense relating thereto;

                (vii) Agent shall have received a copy of the resolutions in
            form and substance reasonably satisfactory to Agent, of the Board
            of Directors of (x) CTB authorizing (1) the execution, delivery and
            performance of this Agreement and (2) the granting by CTB of the
            Liens upon the Collateral, certified by the Secretary or an
            Assistant Secretary of CTB as of the date of this Agreement; and
            (y) of BATS, TEI, AFA, SEC, WSBS, BN and BAC authorizing (1) the
            execution, delivery and performance of this Agreement and (2) the
            addition of CTB as a "Borrower" under the Loan Agreement; and, such
            certificates shall state that the resolutions thereby certified
            have not been amended, modified, revoked or rescinded as of the
            date of such certificate;

                (viii) Agent shall have received a copy of the Articles or
            Certificate of Incorporation of CTB, and all amendments thereto,
            certified by the Secretary of State or other appropriate official
            of its jurisdiction of incorporation together with copies of the
            By-Laws of CTB certified as accurate and complete by the Secretary
            or an Assistant Secretary of CTB;

                (ix) Agent shall have received good standing certificates for
            CTB dated not more than thirty (30) days prior to the date of this
            Agreement, issued by the Secretary of State or other appropriate
            official of CTB's jurisdiction of incorporation and each
            jurisdiction where the conduct of CTB's business activities or the
            ownership of its properties necessitates qualification;

                (x) Agent shall have received the executed legal opinions of
            Brock,

                                      -6-
<PAGE>

            Fensterstock, Silverstein, McAuliffe & Wade, LLC in form and
            substance satisfactory to Agent regarding the due authorization,
            enforceability and validity of (i) this Agreement and (ii) the
            Purchase Agreement, and the transactions contemplated herein
            and therein;

                (xi) Agent shall have received in form and substance
            satisfactory to Agent, certified copies of CTB's casualty insurance
            policies, together with loss payable endorsements on Lender's
            standard form of loss payee endorsement naming Agent as loss payee,
            and certified copies of CTB's liability insurance policies,
            together with endorsements naming Agent as a co-insured;

                (xii) Agent shall have received in form and substance
            satisfactory to Agent all landlord, mortgagee or warehousemen
            agreements for CTB's existing premises at 12816 Dupont Circle,
            Tampa, Florida and future premises at 201 Vollmer Avenue, Oldsmar,
            Florida;

                (xiii) Agent shall have received the stock certificate issued
            by CTB in favor of BATS, along with an executive stock power which
            shall be pledged to Agent under and pursuant to the Pledge
            Agreement dated January 7, 1997 by and between Agent and BATS;

                (xiv) (A) No litigation, investigation or proceeding before or
            by any arbitrator or Governmental Body shall be continuing or
            threatened against any Borrower or against the officers or
            directors of any Borrower (x) in connection with this Agreement or
            any of the Transactions contemplated by the CTB Acquisition
            Agreement and which, in the reasonable opinion of Agent, is deemed
            material or (y) which if adversely determined, would, in the
            reasonable opinion of Agent, have a Material Adverse Effect on
            Borrowers taken as a whole; and (B) no injunction, writ,
            restraining order or other order of any nature materially adverse
            to any Borrower, or the conduct of the business of any Borrower, or
            inconsistent with the due consummation of this Agreement or the CTB
            Acquisition Agreement shall have been issued by any Governmental
            Body;

                (xv) Agent shall have received an executed Financial Condition
            Certificate satisfactory in form and substance to it, certifying
            the solvency of Borrowers on a consolidated basis after giving
            effect to the transactions contemplated by this Agreement and the
            CTB Acquisition Agreement and as to Borrowers' financial resources
            and their ability to meet their obligations and liabilities as they
            become due;

                (xvi) Agent shall have completed Collateral examinations, the
            results of which shall be satisfactory in form and substance to
            Agent, of the Receivables, Inventory and General Intangibles of CTB
            and all books and records in connection therewith;

                (xvii) Agent shall have received a copy of the Amendment No. 1
            Projections which shall be satisfactory in all respects to Agent;

                (xviii) Agent shall have received duly executed agreement(s)
            establishing the

                                      -7-
<PAGE>

            Blocked Account(s) with financial institutions reasonably
            acceptable to Agent for the collection or servicing of the
            Receivables and proceeds of the Collateral of CTB;

                (xix) Agent shall have received any and all Consents necessary
            to permit the effectuation of the transactions contemplated by this
            Agreement; and, Agent shall have received such Consents and waivers
            of such third parties as might assert claims with respect to the
            Collateral, as Agent and its counsel shall deem necessary;

                (xx) (A) Since January 7, 1997 there shall not have occurred
            (x) any material adverse change in the financial condition,
            operations, properties or prospects of Borrowers taken as a whole
            and Old Cliffco, (y) any material damage or destruction to any of
            the Collateral nor any material depreciation in the value thereof
            and (z) any event, condition or state of facts which would
            reasonably be expected to have a Material Adverse Effect on
            Borrowers taken as a whole and Old Cliffco and (B) no
            representations made or information supplied to Agent shall have
            been proven to be inaccurate or misleading in any material respect;

                (xxi) Agent shall have received a closing certificate signed by
            the Chief Financial Officer of each Borrower dated as of the date
            hereof, stating that (A) all representations and warranties set
            forth in the Loan Agreement and the Other Documents are true and
            correct in all material respects on and as of such date, (B)
            Borrowers are on such date in compliance with all the terms and
            provisions set forth in the Loan Agreement and the Other Documents
            and (C) on such date no Default or Event of Default has occurred or
            is continuing;

                (xxii) Agent shall have received a duly executed collateral
            assignment of the rights of each of BATS and CTB under the CTB
            Acquisition Agreement, in form and substance satisfactory to
            Lender;

                (xxiii) Agent shall have reviewed all material contracts of CTB
            including, without limitation, leases, union contracts, labor
            contracts, vendor supply contracts, license agreements and
            distributorship agreements and such contracts and agreements shall
            be satisfactory in all respects to Agent; and

                (xxiv) Agent shall have received such other certificates,
            instruments, documents and agreements as may reasonably be required
            by Agent or its counsel, each of which shall be in form and
            substance satisfactory to Agent and its counsel.

            5.  Representations and Warranties.  Each Borrower hereby 
represents and warrants as follows:

                (a) This Agreement and the Loan Agreement, as amended hereby,
            constitute legal, valid and binding obligations of Borrowers and
            are enforceable against Borrowers in accordance with their
            respective terms.

                (b) Upon the effectiveness of this Agreement, such Borrower
            (other than

                                      -8-
<PAGE>

            CTB) hereby reaffirms and CTB affirms all covenants,
            representations and warranties made in the Loan Agreement to the
            extent the same are not amended hereby and agrees that all such
            covenants, representations and warranties shall be deemed to have
            been remade as of the effective date of this Agreement.

                (c) No Event of Default or Default has occurred and is
            continuing or would exist after giving effect to this Agreement.

                (d) Such Borrower has no defense, counterclaim or offset with
            respect to the Loan Agreement.

            6.  Effect on the Loan Agreement.

            (a) Upon the effectiveness of Section 2 hereof, each reference in
the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import shall mean and be a reference to the Loan Agreement as
amended hereby.

            (b) Except as specifically amended herein, the Loan Agreement, and
all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.

            (c) The execution, delivery and effectiveness of this Agreement
shall not operate as a waiver of any right, power or remedy of Lender, nor
constitute a waiver of any provision of the Loan Agreement, or any other
documents, instruments or agreements executed and/or delivered under or in
connection therewith.

            7.  Governing Law. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns and shall be governed by and construed in accordance with the laws of
the State of New York.

            8.  Headings. Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of
this Agreement for any other purpose.

            9.  Counterparts; Telecopied Signatures. This Agreement may be
executed in any number of and by different parties hereto, on separate
counterparts, all of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same agreement. Any
signature delivered by a party by facsimile transmission shall be deemed to be
an original signature hereto.

                                      -9-
<PAGE>

            IN WITNESS WHEREOF, this Agreement has been duly executed as of the
day and year first written above.

                                  BATTERIES BATTERIES, INC., as Borrower and
                                  Borrowing Agent


                                  By:
                                     --------------------------------
                                  Title:
                                        -----------------------------

                                  TAUBER ELECTRONICS, INC., as Borrower


                                  By:
                                     --------------------------------
                                  Title:
                                        -----------------------------

                                  ADVANCED FOX ANTENNA, INC., as Borrower


                                  By:
                                     --------------------------------
                                  Title:
                                        -----------------------------

                                  SPECIFIC ENERGY CORPORATION, as
                                  Borrower


                                  By:
                                     --------------------------------
                                  Title:
                                        -----------------------------

                                  BATTERY NETWORK, INC., as Borrower


                                  By:
                                     --------------------------------
                                  Title:
                                        -----------------------------

                                  W.S. BATTERY & SALES COMPANY, INC., as
                                  Borrower


                                  By:
                                     --------------------------------
                                  Title:
                                        -----------------------------

                                      -10-
<PAGE>

                                  BATTERY ACQUISITION CORP., as Borrower


                                  By:
                                     --------------------------------
                                  Title:
                                        -----------------------------

                                  CLIFFCO OF TAMPA BAY, INC., as Borrower
                                  (f/k/a Cellular Florida Acquisition, Inc.)

                                  By:
                                     --------------------------------
                                  Title:
                                        -----------------------------

                                  IBJ SCHRODER BANK & TRUST COMPANY, 
                                  as Agent and Lender


                                  By:
                                     --------------------------------
                                  Title:
                                        -----------------------------

                                      -11-