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         ASSIGNMENT AND ASSUMPTION OF LEASE AND SECURITY DEPOSIT

     KNOW ALL MEN BY THESE PRESENTS, that in consideration of the sum of Ten 
and No/100 ($10.00) Dollars and other good and valuable consideration, the 
receipt and sufficiency which are hereby acknowledged, INTELLICELL, CORP., a 
Delaware corporation (the "Assignor") having an address at 9314 Eton Avenue, 
Chatsworth, CA 91406, Attention: Mr. Ben Neman, do hereby assign, set over 
and transfer to CELLULAR WHOLESALERS, INC., an Illinois corporation (the 
"Assignee") having an address at 5151 Church Street, Skokie, IL 60077, 
Attention: Mr. Eric Rosenbloom, all of Assignor's right, title and interest 
in and to that certain Lease dated July 18, 1997, (the "Lease"), between AMB 
INDUSTRIAL INCOME FUND, INC., a Maryland corporation (as predecessor to AMB 
Property, L.P.), as Landlord and Assignor, as Tenant, whereby Assignor leases 
approximately twelve thousand eight hundred (12,800) rentable square feet in 
Beacon Industrial Park, Miami, Florida (the "Demised Premises"), together 
with the security deposit given by Assignor to Landlord thereunder in the 
amount of $13,973.34 (the "Security Deposit").

     By its acceptance of this Assignment, Assignee does hereby assume and 
agree to perform all of the Assignor's obligations under the Lease, and shall 
indemnify and hold harmless the Assignor against any claims, suits, actions, 
charges, liabilities, losses, costs or expenses (including, without 
limitation, reasonable attorneys' fees and disbursements), damages or 
obligations (including, without limitation, any recalculation or 
re-pro-ration of tenant's proportionate share of Increased Operating Costs 
[as defined in the Lease] for the period subsequent to the date of this 
Assignment), which Assignor may directly or indirectly sustain or which may 
arise in connection with the Demised Premises or by reason of Assignee's acts 
or Assignee's failure to observe, perform or comply with any of the 
obligations of the tenant under the Lease occurring subsequent to the date of 
this Assignment. Assignor shall indemnify and hold Assignee harmless against 
any claims, suits, actions, charges, liabilities, losses, costs or expenses 
(including, without limitation, reasonable attorneys' fees and 
disbursements), damages, or obligations (including, without limitation, any 
recalculation or re-pro-ration of tenant's proportionate share of Increased 
Operating Costs [as defined in the Lease]  for the period commencing on 
January 1, 1998 and ending on the date of this Assignment 
[the "Effective Period"]; provided, however, that with respect to any such 
recalculation or re-pro-ration of tenant's proportionate share of Increased 
Operating Costs, (i) Assignee shall not be in default under the Lease, (ii) 
Assignee shall provide Assignor with written notice of such recalculation or 
re-proration (the "Notice") promptly upon Assignee's receipt of the same but 
in no event later than June 30, 1999, and (iii) Assignee shall promptly 
reimburse Assignor for any excess of tenant's proportionate share of 
Increased Operating Costs paid by Assignor to Landlord during the Effective 
Period), which Assignee may directly or indirectly sustain by reason of 
Assignor's acts or Assignor's failure to observe, perform or comply with any 
of the obligations of the tenant under the Lease occurring prior to the date 
of this Assignment.

     Upon the execution and delivery of this Assignment by Assignee to 
Assignor, Assignee shall reimburse the Security Deposit to Assignor as 
follows: (i) the amount of $11,473.34 by Assignee's check payable to 
Assignor, subject to collection, and (ii) the amount of $2,500.00 (the

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"Escrowed Funds") by Assignee's check payable to Kamensky and Rubinstein, as 
Attorneys (the "Escrow Agent"), to be held by the Escrow Agent in an 
interest-bearing escrow account in accordance with the following terms and 
conditions:

     1.   If the Notice is delivered to Assignor promptly upon Assignee's 
receipt of the same but in no event later than June 30, 1999, and if such 
Notice sets forth any shortfall in the amount of tenant's proportionate share 
of Increased Operating Costs paid by the Assignor during the Effective 
Period, then Assignor shall have a period of sixty (60) days to review the 
Notice and dispute such shortfall with the Landlord, whereupon Escrow Agent 
shall continue to hold the Escrowed Funds until Assignor has directed the 
Escrow Agent to release to Landlord the Assignor's proportionate share of 
Increased Operating Costs. Escrow Agent shall release such amount to Landlord 
and shall release the remainder of the Escrowed Funds, together with any 
interest earned thereon, to Assignor within five (5) business days after 
Assignor's direction.

     2.   If the Notice is delivered to Assignor promptly upon Assignee's 
receipt of the same but in no event later than June 30, 1999, and if such 
Notice sets forth any excess in the amount of tenant's proportionate share of 
Increased Operating Costs paid by the Assignor during the Effective Period, 
then simultaneously with Assignee's delivery of the Notice to Assignor, (A) 
Escrow Agent shall release to Assignor the Escrowed Funds, together with any 
interest earned thereon, and (B) Assignee shall reimburse Assignor for such 
excess no later than thirty (30) days after Assignee's delivery of the Notice 
to Assignor.

     3.   If Assignee fails to provide Assignor with the Notice before June 
30, 1999, Assignor shall deliver to Escrow Agent written notice of the same, 
whereupon Escrow Agent shall release to Assignor the Escrowed Funds, together 
with any interest earned thereon within five (5) business days after Escrow 
Agent's receipt of such notice.

     4.   Upon the release of the Escrowed Funds as provided herein, Assignor 
shall have no further obligation or liability whatsoever with respect to 
tenant's proportionate share of Increased Operating Costs.

     5.   Any notice, payment or demand under this Assignment shall be deemed 
given either (a) three (3) business days after mailed by registered or 
certified mail, return receipt requested, or (b) one (1) business day after 
sent by Federal Express or other nationally recognized overnight courier 
service providing for written evidence of delivery, addressed to the parties 
hereto at the address as first set forth above and if given to Assignor, a 
copy shall be given to Stuart S. Ball, Esq. at Littman Krooks Roth & Ball P C.,
655 Third Avenue, New York, New York 10017 and if to Assignee and/or Escrow 
Agent, a copy shall be given to Paula Maggio, Esq. at Kamensky & Rubinstein, 
Suite 200, 7250 North Cicero Avenue, Lincolnwood, Illinois 60656-1693. Either 
party may designate by notice in writing a new or other address to which such 
notice, payment or demand shall thereafter be so given or mailed.

     Except as may be expressly herein provided, this Assignment shall not 
create any rights

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in any third parties against Assignor or Assignee not otherwise heretofore in 
existence.

     This Assignment may not be amended, modified or terminated except by an 
instrument in writing executed by the parties hereto.

     This Assignment shall be binding upon and shall inure to the benefit of 
the parties hereto and their respective heirs, successors and assigns.

     IN WITNESS WHEREOF, the Assignor and the Assignee have duly executed 
this Assignment and Assumption of Lease as of the 1st day of July, 1998.

In the presence of:        Assignor: Intellicell, Corp., a Delaware corporation
 /s/ Sonya Abedi           By: /s/ Ben Neman
-----------------------       ------------------------------------------------
     Sonya Abedi                  Name: Ben Neman                
-----------------------           Title: C.E.O.                  
(As to Assignor)                  

                           Assignee: Cellular Wholesalers, Inc., 
In the presence of:          an Illinois corporation
/s/ [ILLEGIBLE]                   By:  /s/ Melvyn Cohen
-----------------------              -----------------------------------------
Controller                             Name: Melvyn Cohen
-----------------------                Title: Secretary Treasurer
(As to Assignee)

Accepted and Agreed to:

Kamensky & Rubinstein, Escrow Agent

/s/ [ILLEGIBLE]
---------------------------------