<PAGE>

                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT is entered into effective as of November 9, 1998 by and
between INTELLICELL CORP., a Delaware corporation (the "EMPLOYER" or the
"COMPANY"), and Ben Neman (the "EMPLOYEE").



                              W I T N E S S E T H:
                              ---------------------

     WHEREAS, the Employee is currently the Company's Chairman of the Board
("CHAIRMAN"), President and Chief Executive Officer under an agreement expiring
in December 1999;

     WHEREAS, the Employer desires to continue to employ the Employee as its
Chairman and President and to be assured of his services as such on the terms
and conditions hereinafter set forth; and

     WHEREAS, the Employee is willing to accept such employment on such terms
and conditions; and

     WHEREAS, the Employee and Employer desire to enter into an agreement that
will supersede any previous employment agreements;

      WHEREAS, the Company considers the establishment and maintenance of a
sound and vital management to be essential to protecting and enhancing the best
interests of the Company and its shareholders, and the Company recognizes that
the existence of a possible change in control of the Company causes uncertainty
among management which may result in the possible departure or distraction of
members of management to the detriment of the Company and its shareholders.

    WHEREAS, the Employee desires assurance that he will be protected against
the financial impact in the event of the unexpected termination of the Employee.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and intending to be legally bound hereby, the Employer
and the Employee hereby agree as follows:

     1. Term. Employer hereby agrees to continue to employ Employee, and
Employee hereby agrees to continue to serve Employer for a three-year period
commencing on November 16, 1998 (the "EFFECTIVE DATE") (such period being herein
referred to as the "INITIAL TERM," and any year commencing on the Effective Date
or any anniversary of the Effective Date being hereinafter referred to as an
"EMPLOYMENT YEAR"). After the Initial Term, this Agreement shall be renewable
automatically for successive one year periods (each such period being referred
to as a "RENEWAL TERM"), unless, more than thirty days prior to the expiration
of the Initial Term 

<PAGE>

or any Renewal Term, the Employee or the Company gives written notice that 
employment will not be renewed.

     2. Employee Duties.

     (a) During the term of this Agreement, the Employee shall serve as the 
     Employer's Chairman and President. The Employee recognizes and 
     acknowledges that the senior most executive officer of the Company is 
     the Chief Executive Officer of the Company.

     (b) The Employee shall devote such attention and knowledge in 
     furtherance of the business and activities of the Company as necessary 
     to adequately perform his duties. The principal place of performance by 
     the Employee of his duties hereunder shall be the Company's principal 
     executive offices, in the greater metropolitan area of Los Angeles, 
     California, although the Employee may be required to travel outside of 
     such area, for reasonable periods for an officer in Employee's position, 
     in connection with the business of the Company.

     (c) The Employee shall be entitled to manage and direct his own personal 
     investments and business affairs, to participate in such charitable and 
     public interest activities as he may deem appropriate, and to serve on 
     other boards of directors (with the reasonable approval of the Board), 
     all and to the extent that such activities do not significantly conflict 
     with his obligations to the Company.

     3. Compensation.

     (a) During the term of this Agreement, the Employer shall pay the 
     Employee a salary (the "SALARY") of no less than $72,000 per annum in 
     respect of each Employment Year, payable in equal installments 
     semi-monthly, or at such other times as may mutually be agreed upon 
     between the Employer and the Employee. Such Salary may be increased from 
     time to time at the discretion of the Board.

     (b) In addition to the foregoing, the Employee shall be entitled to 
     bonuses and such other compensation in the form of cash, stock, stock 
     options or other property or rights as may from time to time be awarded 
     to him by the Board during or in respect of his employment hereunder.

     4. Benefits.

     (a) During the term of this Agreement, the Employee shall have the right 
     to receive or participate in all benefits and plans, which the Company 
     may from time to time institute during such period for its employees and 
     for which the Employee is eligible. Nothing paid to the Employee under 
     any plan or arrangement presently in effect or made available in the 
     future shall be deemed to be in lieu of the Salary or any other 
     obligation payable to the Employee pursuant to this Agreement.

     (b) During the term of this Agreement, the Employee will be entitled to 
     no less then 4 weeks vacation per year and such number of paid holidays, 
     personal days, and sick leave days in 


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<PAGE>

     each calendar year as are determined by the Company from time to time. 
     Such vacation may be taken in the Employee's discretion, and at such 
     time or times as are not inconsistent with the reasonable business needs 
     of the Company.

     5. Travel Expenses. All travel and other expenses incident to the rendering
of services reasonably incurred on behalf of the Company by the Employee during
the term of this Agreement shall be paid by the Employer. If any such expenses
are paid in the first instance by the Employee, the Employer shall reimburse him
therefor on presentation of appropriate receipts for any such expenses.

     6. Termination. This Agreement will not be terminated by the voluntary or
involuntary dissolution of the Employer. Notwithstanding the provisions of
SECTION 1 hereof, the Employee's employment with the Employer may be earlier
terminated as follows:

     (a) By action taken by the Board, the Employee may be discharged for 
     cause (as hereinafter defined), effective as of such time as the Board 
     shall determine. Upon discharge of the Employee pursuant to this SECTION 
     6(a), the Employer shall have no further obligation or duties to the 
     Employee, except for payment of Salary through the effective date of 
     termination, and as provided in SECTIONS 5, 7 and 8 and the Employee 
     shall have no further obligations or duties to the Employer, except as 
     provided in SECTION 8.

     (b) In the event of (i) the death of the Employee or (ii) action of the 
     Board and the inability of the Employee, by reason of physical or mental 
     disability, to continue substantially to perform his duties hereunder 
     for a period of 180 consecutive days, during which 180 day period Salary 
     and any other benefits hereunder shall not be suspended or diminished. 
     Upon any termination of the Employee's employment under this Section 
     6(b), the Employer shall have no further obligations or duties to the 
     Employee, except as provided in SECTIONS 5, 7, 8 and 9.

     (c) In the event that Employee's employment with the Employer is 
     terminated by action taken by the Board without cause, including the 
     removal of the Employee as Chairman of the Board or President or in the 
     event of termination of the Employee as Chairman of the Board or 
     President, then the Employer shall have no further obligation or duties 
     to Employee, except for payment of the amounts described below and as 
     provided in SECTIONS 5, 7, 8 and 9, and Employee shall have no further 
     obligations or duties to the Employer, except as provided in SECTION 8. 
     In the event of such termination, the Employer shall pay to the Employee 
     a lump sum of $500,000 which shall be payable immediately upon such 
     termination.

     (d) In the event that the Employee's employment with the Company is 
     terminated upon a Constructive Involuntary Termination (as defined 
     below), then the Employer shall have no further obligation or duties to 
     Employee, except for payment of the amounts described below and as 
     provided in SECTIONS 5, 7, 8 and 9, and Employee shall have no further 
     obligations or duties to the Employer, except as provided in SECTION 8. 
     In the event of such termination, the Employer shall pay to the Employee 
     a lump sum equal to the amount due under SECTION 3(a) through the 
     Initial Term, which shall be payable immediately upon such 


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<PAGE>

     termination.

     (e) For purposes of this Agreement, the Company shall have "CAUSE" to 
     terminate the Employee's employment under this Agreement if the 
     Employee(i) by any willful action or inaction, or through gross neglect, 
     materially breaches any of the provisions of this Agreement or of his 
     employment, or (ii) engages in criminal misconduct (including 
     embezzlement and criminal fraud) which is materially injurious to the 
     Company, monetarily or otherwise.

     (f) For purposes of this Agreement, the term "CONSTRUCTIVE INVOLUNTARY 
     TERMINATION" shall mean voluntary termination of employment by the 
     Employee as a result of a significant reduction or significantly adverse 
     change in the duties, responsibilities, reporting relationship, job 
     description, compensation, perquisites, office or location of employment 
     of the Employee without the written consent of the Employee.

     (g) Upon thirty (30) days prior written notice to the Company from the 
     Employee for any reason.

     7. Registration Rights.

     (a) Demand Registration. If the stockholders of the Company fail to 
     approve the transactions contemplated in that certain private placement 
     memorandum dated November 11, 1998 at the next meeting of the 
     stockholders of the Company, the Employee shall have the right, 
     exercisable by written notice to the Employer, to have the Employer 
     prepare, file and use its best efforts to have declared effective by the 
     Securities and Exchange Commission, on one occasion, a registration 
     statement and such other documents, including a prospectus, as may be 
     necessary in the opinion of both counsel for the Employer and counsel 
     for the Employee, if any, in order to comply with the provisions of the 
     Securities Act of 1933, as amended (the "SECURITIES ACT"), so as to 
     permit a public offering and sale of the shares of common stock of the 
     Employer held by the Employee.

     (b) Piggyback Registration. Each time the Company shall determine to 
     register any of its securities either for its own account or the account 
     of a security holder or holders exercising their respective demand 
     registration rights (other than pursuant to SECTION 7(a) hereof), other 
     than a registration relating solely to employee benefit plans, or a 
     registration relating solely to a Rule 145 Transaction, or a 
     registration on any registration form which does not permit secondary 
     sales, the Company will:

          (i)    promptly give to the Employee written notice thereof;  and

          (ii)   use its best efforts to include in such registration (and 
                 any related qualification under blue sky laws or other 
                 compliance), and in any underwriting involved therein, all 
                 of the shares of common stock held by the Employee in such
                 registration statement.


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<PAGE>

     (c) Limitations on Resales. Notwithstanding the foregoing, the Employee 
     shall not sell any of his shares of common stock of the Employer 
     pursuant to the foregoing registration statements unless and until 
     Employee ceases to serve for any reason (other than for cause) as the 
     Chairman of the Board or President of the Employer; PROVIDED, HOWEVER, 
     the Employee shall continue to have the right at any time after the date 
     of this Agreement to sell shares of common stock of the Employer under 
     Rule 144 promulgated under the Securities Act in accordance with 
     applicable law, subject to the terms of the lock-up agreement. A form of 
     lock-up agreement is attached hereto as EXHIBIT 1, which the Employer 
     and Employee expect to be executed by them.

     8. Confidentiality; Noncompetition.

     (a) The Employer and the Employee acknowledge that the services to be 
     performed by the Employee under this Agreement are unique and 
     extraordinary and, as a result of such employment, the Employee will be 
     in possession of confidential information relating to the business 
     practices of the Company. For purposes of this Agreement, the term 
     "CONFIDENTIAL INFORMATION" shall mean any and all information (verbal 
     and written) relating to the Company or any of its affiliates, or any of 
     their respective activities, other than such information which can be 
     shown by the Employee to be in the public domain (such information not 
     being deemed to be in the public domain merely because it is embraced by 
     more general information which is in the public domain) other than as 
     the result of breach of the provisions of this Section 8(a), including, 
     but not limited to, information relating to: trade secrets, personnel 
     lists, financial information, research projects, services used, pricing, 
     customers, customer lists and prospects, product sourcing, marketing and 
     selling and servicing. The Employee agrees that he will not, during or 
     for a period of two years after the termination of employment, directly 
     or indirectly, use, communicate, disclose or disseminate to any person, 
     firm or corporation any confidential information regarding the clients, 
     customers or business practices of the Company acquired by the Employee 
     during his employment by Employer, without the prior written consent of 
     Employer; provided, however, that the Employee understands that Employee 
     will be prohibited from misappropriating any trade secret at any time 
     during or after the termination of employment.

     (b) The Employee hereby agrees that he shall not, during the period of 
     his employment and for a period of one (1) year following such 
     employment, directly or indirectly, within any county (or adjacent 
     county) in any State within the United States or territory outside the 
     United States in which the Company is engaged in business during the 
     period of the Employee's employment or on the date of termination of the 
     Employee's employment, engage, have an interest in or render any 
     services to any business (whether as owner (other than as an owner of 
     less than 5% of a Company whose securities are listed on a National 
     Stock Exchange or Nasdaq) manager, operator, licensor, licensee, lender, 
     partner, stockholder, joint venturer, employee, consultant or otherwise) 
     directly competitive with the Company's business activities.

     (c) The Employee hereby agrees that he shall not, during the period of his
     employment and 


                                      5
<PAGE>

     for a period of one (1) year following such employment, directly or 
     indirectly, take any action which constitutes an interference with or a 
     disruption of any of the Company's business activities including, 
     without limitation, the solicitations of the Company's customers, or 
     persons listed on the personnel lists of the Company. At no time during 
     the term of this Agreement, or thereafter shall the Employee, directly 
     or indirectly, disparage the commercial, business or financial 
     reputation of the Company.

     (d) For purposes of clarification, but not of limitation, the Employee 
     hereby acknowledges and agrees that the provisions of SECTIONS 8(b) and 
     (c) above shall serve as a prohibition against him, during the period 
     referred to therein, directly or indirectly, hiring, offering to hire, 
     enticing, soliciting or in any other manner persuading or attempting to 
     persuade any officer, employee, agent, lessor, lessee, licensor, 
     licensee or customer who has been previously contacted by either a 
     representative of the Company, including the Employee, (but only those 
     suppliers existing during the time of the Employee's employment by the 
     Company, or at the termination of his employment), to discontinue or 
     alter his, her or its relationship with the Company.

     (e) Upon the termination of the Employee's employment for any reason 
     whatsoever, all documents, records, notebooks, equipment, price lists, 
     specifications, programs, customer and prospective customer lists and 
     other materials which refer or relate to any aspect of the business of 
     the Company which are in the possession of the Employee including all 
     copies thereof, shall be promptly returned to the Company.

     (f) (i) The Employee agrees that all processes, technologies and 
     inventions ("INVENTIONS"), including new contributions, improvements, 
     ideas and discoveries, whether patentable or not, conceived, developed, 
     invented or made by him during his employment by Employer shall belong 
     to the Company, provided that such Inventions grew out of the Employee's 
     work with the Company are related in any manner to the business 
     (commercial or experimental) of the Company or are conceived or made on 
     the Company's time or with the use of the Company's facilities or 
     materials. The Employee shall further: (a) promptly disclose such 
     Inventions to the Company; (b) assign to the Company, without additional 
     compensation, all patent and other rights to such Inventions for the 
     United States and foreign countries; (c) sign all papers necessary to 
     carry out the foregoing; and (d) give testimony in support of his 
     inventorship;

     (f)(ii) If any Invention is described in a patent application or is 
     disclosed to third parties, directly or indirectly, by the Employee 
     within two years after the termination of his employment by the Company, 
     it is to be presumed that the Invention was conceived or made during the 
     period of the Employee's employment by the Company; and

     (f)(iii) The Employee agrees that he will not assert any rights to any 
     Invention as having been made or acquired by him prior to the date of 
     this Agreement, except for Inventions, if any, disclosed to the Company 
     in writing prior to the date hereof.

     (g) The Company shall be the sole owner of all products and proceeds of 
     the Employee's services hereunder, including, but not limited to, all 
     materials, ideas, concepts, formats, 


                                      6
<PAGE>

     suggestions, developments, arrangements, packages, programs and other 
     intellectual properties that the Employee may acquire, obtain, develop 
     or create in connection with and during the term of the Employee's 
     employment hereunder, free and clear of any claims by the Employee (or 
     anyone claiming under the Employee) of any kind or character whatsoever 
     (other than the Employee's right to receive payments hereunder). The 
     Employee shall, at the request of the Company, execute such assignments, 
     certificates or other instruments as the Company may from time to time 
     deem necessary or desirable to evidence, establish, maintain, perfect, 
     protect, enforce or defend its right, or title and interest in or to any 
     such properties.

     (h) The parties hereto hereby acknowledge and agree that (i) the Company 
     would be irreparably injured in the event of a breach by the Employee of 
     any of his obligations under this SECTION 8, (ii) monetary damages would 
     not be an adequate remedy for any such breach, and (iii) the Company 
     shall be entitled to injunctive relief, in addition to any other remedy 
     which it may have, in the event of any such breach.

     (i) The parties hereto hereby acknowledge that, in addition to any other 
     remedies the Company may have under SECTION 8(H) hereof, the Company 
     shall have the right and remedy to require the Employee to account for 
     and pay over to the Company all compensation, profits, monies, accruals, 
     increments or other benefits (collectively, "BENEFITS") derived or 
     received by the Employee as the result of any transactions constituting 
     a breach of any of the provisions of SECTION 8, and the Employee hereby 
     agrees to account for and pay over such Benefits to the Company.

     (j) Each of the rights and remedies enumerated in SECTION 8(h) and 8(i) 
     shall be independent of the other, and shall be severally enforceable, 
     and all of such rights and remedies shall be in addition to, and not in 
     lieu of, any other rights and remedies available to the Company under 
     law or in equity.

     (k) If any provision contained in this SECTION 8 is hereafter construed 
     to be invalid or unenforceable, the same shall not affect the remainder 
     of the covenant or covenants, which shall be given full effect, without 
     regard to the invalid portions.

     (l) If any provision contained in this SECTION 8 is found to be 
     unenforceable by reason of the extent, duration or scope thereof, or 
     otherwise, then the court making such determination shall have the right 
     to reduce such extent, duration, scope or other provision and in its 
     reduced form any such restriction shall thereafter be enforceable as 
     contemplated hereby.

     (m) It is the intent of the parties hereto that the covenants contained 
     in this SECTION 8 shall be enforced to the fullest extent permissible 
     under the laws and public policies of each jurisdiction in which 
     enforcement is sought (the Employee hereby acknowledging that said 
     restrictions are reasonably necessary for the protection of the 
     Company). Accordingly, it is hereby agreed that if any of the provisions 
     of this SECTION 8 shall be adjudicated to be invalid or unenforceable 
     for any reason whatsoever, said provision shall be (only with respect to 
     the operation thereof in the particular jurisdiction in which such 
     adjudication is made) construed by limiting and reducing it so as to be 
     enforceable to the extent permissible, without 


                                      7
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     invalidating the remaining provisions of this Agreement or affecting the 
     validity or enforceability of said provision in any other jurisdiction.

     9. Indemnification. The Employer shall indemnify and hold harmless the
Employee against any and all expenses reasonably incurred by him in connection
with or arising out of (a) the defense of any action, suit or proceeding in
which he is a party, or (b) any claim asserted or threatened against him, in
either case by reason of or relating to his being or having been an employee,
officer or director of the Company, whether or not he continues to be such an
employee, officer or director at the time of incurring such expenses, except
insofar as such indemnification is prohibited by law. Such expenses shall
include, without limitation, the fees and disbursements of attorneys, amounts of
judgments and amounts of any settlements, provided that such expenses are agreed
to in advance by the Employer. The foregoing indemnification obligation is
independent of any similar obligation provided in the Employer's Certificate of
Incorporation or Bylaws, and shall apply with respect to any matters
attributable to periods prior to the Effective Date, and to matters attributable
to his employment hereunder, without regard to when asserted.

     10. General. This Agreement is further governed by the following
provisions:

     (a) Notices. All notices relating to this Agreement shall be in writing 
     and shall be either personally delivered, sent by telecopy (receipt 
     confirmed) or mailed by certified mail, return receipt requested, to be 
     delivered at such address as is indicated below, or at such other 
     address or to the attention of such other person as the recipient has 
     specified by prior written notice to the sending party.

     Notice shall be effective when so personally delivered, one business
day after being sent by telecopy or five days after being mailed.

     To the Employer:

         Intellicell Corp.
         9314 Eton Avenue
         Chatsworth, California 91311
         Attn.:  Chief Executive Officer

     To the Employee:

         Mr. Ben Neman
         2180 Stradella Road
         Los Angeles, California 90077

     With, in either case, a copy in the same manner to:

         Troy & Gould
         1801 Century Park East, 16th Floor
         Los Angeles, California 90067


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         Attention: Sanford J. Hillsberg, Esq.

     (b) Parties in Interest. Employee may not delegate his duties or assign
     his rights hereunder. This Agreement shall inure to the benefit of, and 
     be binding upon, the parties hereto and their respective heirs, legal 
     representatives, successors and permitted assigns.

     (c) Entire Agreement. This Agreement supersedes any and all other 
     agreements, either oral or in writing, between the parties hereto with 
     respect to the employment of the Employee by the Employer and contains 
     all of the covenants and agreements between the parties with respect to 
     such employment in any manner whatsoever. Any modification or 
     termination of this Agreement will be effective only if it is in writing 
     signed by the party to be charged.

     (d) Governing Law. This Agreement shall be governed by and construed in 
     accordance with the laws of the State of California.

     (e) Warranty. Employee hereby warrants and represents as follows:

          (i) That the execution of this Agreement and the discharge of 
          Employee's obligations hereunder will not breach or conflict with 
          any other contract, agreement, or understanding between Employee 
          and any other party or parties.

          (ii) Employee has ideas, information and know-how relating to the 
          type of business conducted by Employer, and Employee's disclosure 
          of such ideas, information and know-how to Employer will not 
          conflict with or violate the rights of any third party or parties.

     (f) Severability. In the event that any term or condition in this 
     Agreement shall for any reason be held by a court of competent 
     jurisdiction to be invalid, illegal or unenforceable in any respect, 
     such invalidity, illegality or unenforceability shall not affect any 
     other term or condition of this Agreement, but this Agreement shall be 
     construed as if such invalid or illegal or unenforceable term or 
     condition had never been contained herein.

     (g) Execution in Counterparts. This Agreement may be executed by the 
     parties in one or more counterparts, each of which shall be deemed to be 
     an original but all of which taken together shall constitute one and the 
     same agreement, and shall becomeeffective when one or more counterparts 
     has been signed by each of the parties hereto and delivered to each of 
     the other parties hereto.


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      IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.

                                           INTELLICELL CORP.



                                       By: /s/ Steve Jarrett
                                           -------------------------------
                                           Name: Steve Jarrett
                                           Title: Executive Vice President



                                       By: /s/ David M. Kane
                                           -------------------------------
                                           Name:  David M. Kane
                                           Title: Vice President, Chief
                                                  Financial Officer


                             /s/ Ben Neman
                            ------------------------------------
                            Ben Neman


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