<PAGE>

                     AMENDMENT NO. 1 AND JOINDER AGREEMENT


         THIS AMENDMENT NO. 1 AND JOINDER AGREEMENT ("Agreement") is entered
into as of May 9th, 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


<PAGE>

Agreement, and all references to "Borrower" or "Borrowers" thereunder shall
henceforth be deemed to include CTB.

                  (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 9th, 1997 among
                           Borrowers, Lenders and Agent.

                           "Amendment No. 1 Effective Date" shall mean May
                           9th, 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 27th, 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:



                                     -4-


<PAGE>



                  "Cliffco of Tampa Bay, Inc. - Florida"

         (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;


                                      -5-


<PAGE>



                  (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 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


                                      -6-


<PAGE>



         properties necessitates qualification;

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



                                      -7-

<PAGE>



                  (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 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:


                                      -8-

<PAGE>



                  (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 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-