FOURTH AMENDMENT, LIMITED WAIVER AND CONSENT


         THIS FOURTH AMENDMENT, LIMITED WAIVER AND CONSENT (this "Waiver")
is made as of March  17,  1995 by and  between  Intellicall,  Inc.,  a  Delaware
corporation  (together  with  its   successors,assigns   and  transferees,   the
"Company"),  and Nomura Holding America Inc., a Delaware  corporation  (together
with its successors,  assigns and  transferees,  the  "Purchaser").  Capitalized
terms used herein without definition shall have the respective meanings ascribed
to them in that certain Note Purchase Agreement, dated as of August 11, 1994, by
and between the Company and the Purchaser,  as previously amended (the "Purchase
Agreement").


                                R E C I T A L S


         A. Pursuant to the Purchase Agreement, the Purchaser on August 11, 1994
purchased  certain secured  promissory  notes of the Company,  consisting of its
Variable Rate Senior Bridge Notes Due 1996, Series A, in an aggregate  principal
amount not to exceed  $16,000,000  at any one time  outstanding  (the  "Series A
Notes"),  and its 12.5% Senior Bridge Notes Due 1996, Series B, in the aggregate
principal  amount  of  $8,000,000  (the  "Series B  Notes",  and,  collectively,
together with the Series A Notes, the "Notes").

         B. The Company has entered into a  Restructuring  Agreement dated as of
December  31,  1994, a true and correct copy of which is attached to this Waiver
as Exhibit A (as in effect on the date hereof, the  "Restructuring  Agreement"),
with Murdock, Remmers & Associates,  Inc., an Iowa corporation ("MRA"), pursuant
to which, subject to certain conditions, among other things, (i) the Company has
agreed to cancel and  deliver to MRA the  Unsecured  Note and the  Royalty  Note
(each  defined in the  Restructuring  Agreement),  which  notes were  previously
executed  and  delivered  by MRA to the  Company  and have been  pledged  to the
Purchaser  as  Collateral  pursuant to the Company  Security  Agreement,  and to
cancel  certain  equipment  Lease  Agreements  previously  executed  between the
Company as lessor and MRA as lessee (the "MRA  Equipment  Leases"),  and accrued
amounts owed  thereunder to the Company by MRA, (ii) in exchange  therefor,  MRA
has agreed to pay to the Company the sum of $800,000 (the "Initial Payment") and
to execute  and  deliver to the  Company an  Installment  Note in the  principal
amount of $625,000 (the  "Installment  Note"),  payable in five  installments of
$125,000 each on April 15, 1995,  July 15, 1995,  October 15, 1995,  January 15,
1996 and April 15, 1996, and (iii) MRA has agreed to redeem 14,706 shares of its
outstanding 10% Series A Preferred Stock held by the Company,  which shares have
been pledged to the Purchaser  pursuant to the Company  Security  Agreement (the
"Pledged  Preferred  Shares"),  and to issue to the Company in exchange therefor
its  Preferred  Stock  Subordinated  Note due 2005 in the  principal  amount  of
$1,000,000 (the "Subordinated  Note"). The foregoing  transactions and the other
transactions  provided  for  in  the  Restructuring  Agreement  are  hereinafter
collectively called the "Restructuring Transactions."



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<PAGE>



         C. The Company has requested that the Purchaser  enter into this Waiver
in order to evidence the Purchaser's consent to the Restructuring  Agreement and
the Restructuring  Transactions  (which consent is a condition  precedent to the
obligations of the parties thereunder) and to facilitate the effectuation of the
Restructuring Transactions.

         NOW THEREFORE,  in consideration of the terms and conditions  contained
herein and of other good and valuable  consideration the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

         1.  Limited  Waiver and Consent.  In condition of the  representations,
warranties,  covenants  and  agreements of the Company set forth in this Waiver,
the  Purchaser   hereby  consents  to  the  execution  by  the  Company  of  the
Restructuring  Agreement and the consummation of the Restructuring  Transactions
contemplated  thereby, and waives any Event of Default that may have occurred or
may  occur  solely  by  reason  of  the  execution  of  such  agreement  or  the
consummation of the Restructuring Transactions,  including,  without limitation,
and Event of Default  arising in connection  therewith under Section 10.4 of the
Purchase Agreement.  The consent and waiver set forth in this Section 1 shall be
limited to the specific matters  described herein and shall not be deemed to (i)
be a waiver of any other term or  condition  of the  Purchase  Agreement or (ii)
prejudice any rights not  specifically  waived herein which the Purchaser or any
other  holder of Notes may now have or may have in the future under the Purchase
Agreement or any Related Document.

         2. Disposition of Collateral;  Application of Funds. The Company agrees
that (i) upon receipt of the Initial Payment,  it will immediately pay a portion
thereof equal to $379,000 to the Purchaser,  for  application to the outstanding
principal balance of the Series A Notes in accordance with the provisions of the
Purchase  Agreement  as  amended  by this  Waiver,  and will  pay the  remaining
$421,000  to  Norwest  Financial  Leasing,  Inc.  in  payment  of the  Company's
obligations under the Norwest Purchase  Agreement;  and (ii) upon receipt of the
Installment  Note and the  Subordinated  Note,  it will  immediately  pledge and
deliver  the same to the  Purchaser  as  additional  Collateral  pursuant to the
provisions  of  the  Company  security  Agreement,   together  with  appropriate
assignments  executed by the Company in blank.  Upon  receipt of such amount and
such notes and assignments,  the Purchaser will thereupon release and deliver to
the Company the  Unsecured  Note,  the  Royalty  Note and the Pledged  Preferred
Shares, for delivery by the Company to MRA in cancellation or redemption thereof
(as the case may be) pursuant to the provisions of the Restructuring  Agreement,
and will  further  execute  and  deliver to the  Company  any UCC-3  Termination
Statements  that may be  required  in  order  to  evidence  the  release  of the
Purchaser's  Liens in the MRA Equipment Leases and the equipment leased thereby.
The  Company  acknowledges  and agrees that all notes and other  instruments  or
documents  received by it pursuant top or in connection  with the  Restructuring
Agreement, and all of the Company's rights under the Restructuring Agreement and
such  notes,  instruments  and  documents,  and  all  proceeds  of any  thereof,
constitute  additional  Collateral  subject  to the  provisions  of the  Company
Security Agreement.




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<PAGE>



     3. Amendments to the Purchase  Agreement.  The Purchase Agreement is hereby
amended as follows:

     A. Section 1.1 of the Purchase Agreement is hereby amended by inserting the
following  new  definitions  immediately  following  the  definition of the term
"Maturity Date") appearing therein:

     "'MRA' means Murdock, Remmers & Associates, Inc., an Iowa corporation.

     "'MRA Initial  Payment' means the sum of $800,000 to be paid to the Company
by MRA pursuant to Section 2.3 of the MRA Restructuring Agreement.

     "'MRA  Installment Note' means the Unsecured Note due April 15, 1996 in the
principal  amount of  $625,000,  issued  or to be  issued by MRA to the  Company
pursuant to Section 2.3 of the MRA Restructuring Agreement, as from time to time
amended, modified or supplemented in accordance with its terms.

     "'MRA Restructuring  Agreement' means the Restructuring  Agreement dates as
of December 31, 1994,  between the Company and MRA,as from time to time amended,
modified or supplemented in accordance with its terms.

     "'MRA  Subordinated  Note' means the Preferred Stock  Subordinated Note due
January 31, 2005 in the principal  amount of $1,000,000,  issued or to be issued
by MRA  to the  Company  pursuant  to  Section  3.2  of  the  MRA  Restructuring
Agreement, as from time to time amended,  modified or supplemented in accordance
with its terms."

     B. Section 3.1 of the Purchase Agreement is amended by adding the following
new subsection (f) immediately following subsection (e) thereof:

     "(f)  Within  one (1)  Business  Day after  receipt  by the  Company of any
payment made at any time pursuant to or in connection with the provisions of the
MRA Restructuring Agreement or any note or other document executed in connection
therewith,  including,  without  limitation,  (i) the MRA Initial Payment (other
than a portion thereof equal to $421,000,  which shall be used by the Company to
pay  obligations  owed to Norwest  Financial  leasing,  Inc.  under the  Norwest
Purchase Agreements), (ii) any installment payment or other payment of principal
or interest paid by MRA under the MRA Installment Note, and (iii) any payment or
principal or interest made by MRA under the MRA  Subordinated  Note, the Company
shall pay such  amount to the  Purchaser,  for  application  to the  outstanding
principal  balance  of the  Series  A Notes  (pro  rata in  accordance  with the
respective  outstanding principal amounts thereof), or, in the event that at the
time of such payment the outstanding  principal  balance of the Eries A Notes if
$0, for application to the outstanding principal balance of




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<PAGE>



                 
the Series B Notes (pro rata in accordance with the respective  outstanding
principal  amounts  thereof).  Each  such  payment  shall be  accompanied  by an
Officer's Certificate of the Company setting forth the source and amount of such
payment and stating  that it is being paid  pursuant to the  provisions  of this
Section 3.1(f)."

     C. Section 3.4 of the Purchase Agreement is amended by adding the following
new subsection (e) immediately following subsection (d) thereof:

     "(e)  Notwithstanding  any  other  provisions  of  this  Agreement  to  the
contrary,  the Company  shall not  reissue  all or any portion of the  principal
amount of the  Series A Notes  which  shall  have been  repaid  pursuant  to the
provisions  of  Section  3.1(f)  hereof  (i) at any time on or prior to June 30,
1995, or (ii) at any time after June 30, 1995 unless  cumulative  EBITDA for the
period  January 1, 1995 to and including  the last day of the fiscal  quarter of
the  Company  most  recently  ended  prior  to the  proposed  date  of any  such
reissuance shall be not less than the  corresponding  amount shown opposite such
period below (as  demonstrated  in a certificate  signed by the Chief  Financial
Officer of the Company delivered  together with the financial  statements of the
Company for such fiscal quarter furnished pursuant to Section 7 hereof)":

                           Period from January 1, 1995
                           to and Including the Fiscal            Required
                           Quarter Ended:                          EBITDA
                           ---------------------------            ---------

                              June 30, 1995                    $   2,070,000
                              September 30, 1995                   5,225,000
                              December 31, 1995                    8,200,000
                              March 31, 1996                       9,425,000
                              June 30, 1996                       11,900,000"

     4.  Representations  and Warranties of the Company.  The Company represents
and warrants to the Purchaser that:

     A.  Representations  in the Purchase  Agreement;  No Defaults.  Each of the
representations  and warranties made by the Company in the Purchase Agreement is
true and  correct on and as of the date  hereof to the same extent as if made on
and as of the date  hereof  except to the extent that such  representations  and
warranties  specifically  relate to an earlier date, in which case they are true
and correct as of such earlier date, and such representations and warranties are
hereby incorporated by reference as if set forth herein in full (except that the
representation contained in Section 4.21 of the Purchase Agreement is subject to
the potential infringement claim of Aerotel U.S.A., Inc. contained in its letter
to the Company dated January 13, 1995).  No event has occurred and is continuing
or will result from the transactions contemplated hereby which constitutes





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<PAGE>




(or with  notice  or the  passage  of time  would  constitute)  an Event of
Default under the Purchase  Agreement as it existed  before this Waiver or as it
exists after the  effectiveness of this Waiver,  except such as are being waived
pursuant to this Waiver.

     B. Corporate Authority. The execution,  delivery and performance by Company
of this Waiver (i) is within its corporate powers, (ii) has been duly authorized
by all  necessary  corporate  action on the part of its Board of  Directors  and
stockholders,  and (iii) does not require  the  consent or  approval  of, of any
registration,   filing  or   declaration   with,   any   Governmental   Body  or
non-governmental Person, except of the Purchaser as set forth in this Waiver.

     C. Binding Effect.  This Waiver is the legal,  valid and binding obligation
of the Company,  enforceable  against the Company in accordance  with its terms,
except  as  such  enforceability  may  be  limited  by  applicable   bankruptcy,
insolvency,  reorganization,  moratorium, or other laws relative to or affecting
the enforcement of creditors'  rights  generally in effect from time to time and
by general principles of equity.

     5.  Effect  of  Waiver.  It is hereby  agreed  that from and after the date
hereof all references to the Purchase  Agreement in the Related  Documents shall
be  references to the Purchase  Agreement as  heretofore  amended and as further
amended by this Waiver;  provided that, except as specifically  provided herein,
this Waiver does not in any way affect or impair the terms, conditions and other
provisions of the Purchase Agreement or any of the other Related  Documents,  or
the obligations of the Company thereunder,  and all terms,  conditions and other
provisions  of the  Purchase  Agreement  shall  remain in full  force and effect
except to the extent  specifically  amended,  modified or waived pursuant to the
provisions of this Waiver.

     6. Payment  Fees.  The Company  agrees to pay all fees,  costs and expenses
incurred by the  Purchaser  in  connection  with the  negotiation,  preparation,
execution and delivery of this Waiver and all other documents  executed pursuant
to or in  connection  herewith,  including,  without  limitation,  the  fees and
disbursements  of  Sonnenschein  Nath  &  Rosenthal,   special  counsel  to  the
Purchaser, in connection herewith.

     7. Counterparts. This Waiver may be executed in any number of counterparts,
each of which shall be deemed an original, and all of which taken together shall
be deemed to constitute one and the same instrument.

     8.  Governing  Law.  THIS  WAIVER  SHALL BE GOVERNED  BY AND  CONSTRUED  IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     9.  Headings.  Section  headings are  included  herein for  convenience  of
reference  only and shall not  constitute  a part of this  Waiver  for any other
purposes.




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<PAGE>




     10.  Amendments  and  Modifications.   Any  term,  covenant,  agreement  or
condition  of this  Waiver  may,  with the  consent of the  parties  hereto,  be
amended,  or  compliance  therewith  may  be  wived  (either  generally  or in a
particular instance and either  retroactively or prospectively),  by one or more
substantially concurrent written instruments signed by the parties hereto.

     IN WITNESS WHEREOF,  the parties hereto have executed this Waiver as of the
day and year first written above.


                                            INTELLICALL, INC.



          03/30/95                           By: /s/ Michael H. Barnes
          --------                           -------------------------------
           Dated                             Chief Financial Officer


                                             NOMURA HOLDING AMERICA, INC.


          03/30/95                           By:  /s/ Howard Gellis
          --------                           ------------------------------
           Dated                             Attorney-in-Fact


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