James H. Wiesenberg
                          10040 E Happy Valley Rd. #454
                            Scottsdale, AZ 85255-2388
                                 jimweis@aol.com

                                October 27, 2000

Mr. Joseph P. Gebbardt
As an individual guarantor
And as Managing Member of
And on behalf of
New Wave Networks LLC
250 South Martin
Zephyr Cove, Nevada 89448

Dear Joe:

I have received some  telephone  calls and  correspondence  from Mr.  Douglas C.
MacLellen,  who represented that the is acting on your behalf in the capacity of
merchant  banker.  As you know, Mr. MacLellan has urged me to accept a payoff of
my loan to New Wave  Networks,  LLC ("NWN") and has indicated  that NWN, Joe and
Prime  Companies,  Inc  ("Prime")  desire  that I accept a payoff of my loan and
letter of intent for the  exchange of stock in Prime for 100% of the  membership
interest in NWN.  Mr.  MacLellan,  as you know,  has asked me to sign a separate
letter  that  would be  signed  only by me,  you and NWN.  In either  case,  Mr.
MacLellan  tells  me that  the  desire  of  you,  NWN  and  Prime  is that I not
participate  in the equity  exchange and that I accept  certain cash in exchange
for outstanding  principal and accrued  interest owed to me or that will be owed
to me by NWN.

As I have expressed to Mr. MacLellan,  I am not adverse to that concept.  But, I
need to ensure that  certain  protections  of my loan remain in place  pending a
payoff,  and  that I have  the  opportunity  to  reconsider  foregoing  my  loan
conversion  right  in the  event  that  there  is any  increase  by Prime in the
proposed  payments to you or anyone else who is connected with NWN.  Further,  I
will need direct  assurances  from Prime in the binding  letter of intent and in
the  definitive  agreement  that my loan will be paid if the deal between Prime,
NWN and you ultimately closes.  Finally,  as a creditor,  I do not believe it is
appropriate  for me to sign the binding  letter of intent or any other  document
which  memorialized  the proposed merger between Prime and NWN.  Accordingly,  I
will not sign the binding letter of intent and although its form may be attached
to this letter, it is not binding on me in any way.

To  ensure  that my  concerns  are  adequately  addressed,  I hap  prepared  the
following  offer to NWN and you.  This offer  describes  what I will do and what
you,  NWN and Prime will be  required  to do to  address  what you want from me.
Please bear in mind that this offer can be  withdrawn by me at any time prior to
is acceptance for any reason or no reason at all.. Further, this offer cannot be
accepted  by one or more,  but less  than  all,  of you and NWN.  Finally,  your
acceptance  of this offer will not be  complete  until I receive  nine  thousand
dollars  ($9,000.00)  by wire  transfer in payment of interest  due me under the
loan  agreement  through  August 20,  2000.  Thus,  I will  continue to have the
absolute right to withdraw this offer even after it is fully signed if that wire
transfer  has not been  completed.  I hope you  understand  what I am  trying to
accomplish.

Here are the offer terms:

         1. During the period between  October 27, 2000 and February 20, 2001. I
will not  exercise my options to convert the whole or any part of my loan to NWN
to membership interests in NWN, provided, however, that I will cease being bound
by this  non-conversion  pledge in the event of (a) any incurred  default of the
loan  agreement by either NWN or you, (b) any amendment to the binding letter of
intent

------------------------
1 Wire transfer instructions appear at the end of this letter.


<PAGE>


attached  hereto  (and  bearing my  counsel's  initials  solely for  purposes of
identification).   (c  the  execution  of  any  agreement  or   superceding   or
implementing  that  letter of intent  that  provides  for  greater or  different
consideration  to  you,  anyone  associated  with  NWN or  with  respect  or NWN
membership  interests that is provided in the attached letter of intent, (d) the
abandonment of the merger  described in the attached  letter of intent by one or
more of the  signatories  to it, or (e) the  failure of the  signatories  to the
attached  letter  of intent to one or more of the  signatories  to the  attached
letter of intent to execute  and to deliver to me by  December  31, 2000 a fully
executed and  effective  agreement  (the "Merger  Agreement")  implementing  the
attached  letter of intent.  Each of you and NWN agree to promptly  inform me of
the details of any of the conditions (a) through (d) after any one of you obtain
any notice of the condition.

2. If the closing of the Merger Agreement occurs on or before December 31, 2000,
Prime shall pay me  US$550,000.  If the closing of the Merger  Agreement  occurs
after December 31, 2000, Prime or NWN shall pay me in addition $175 for each day
after December 31, 2001 up to and including the closing time. I am not obligated
to perform the arrangement outlined in this letter if all necessary  application
and forms to the FCC and all assignments and transfers are not posted for public
notice on or before  February 20, 2001.  Accordingly,  this  arrangement is void
after that date unless extended by me through written  correspondence to you and
NWN. The amounts set forth in this paragraph 2 do not include  reimbursement  of
interest that would apply if the default rat of interest were applied to my loan
to NWN or amounts that I incur in  collection  or attempts to collect or enforce
the loan agreement. Those amounts also must be paid. The February 20, 2001 dates
appearing in paragraphs 1 & 2 of this letter will be extended  until the earlier
of 5 days after the grant of the FCC's consent to the transfer of control of NWN
to Prime or April 20, 2001.

3. In exchange for the payments  required by paragraphs 1 &2, I will execute UCC
Lien releases on NWN's assts, including license rights, and will tender to NWN a
receipt  for the amount  under  paragraph  2,  above.  The closing of the Merger
Agreement and the delivery of those lien releases,  the delivery of that receipt
and the delivery of the cash specified in paragraph 2 will occur simultaneously,
with the recipe of such money being a condition precedent to the delivery of the
lien release and receipt.  To ensure an orderly closing, a face-to-face  closing
conference  will be held where the lien releases and the receipt will he held in
escrow  pending  the  receipt  of  confirmation  that the  moneys  specified  in
paragraph 2 have in fact been received by me. Wire transfer instructions for the
delivery of those  moneys will be the same as listed at the end of this  letter,
unless I provide you with different  instructions,  which different instructions
will be deemed substituted for those at the end of this letter.

4. Upon my delivery of that  receipt and those lien  releases and subject to the
following  exemption,  you and NWN shall be deemed to have  release  me from any
claim or  liability  and I shall be deemed to have  release you and NWN from any
claim or liability.  The exception to those  releases shall be claims based upon
my fraud or claims  based  upon the fraud of you or NWN.  After the  payment  of
those moneys to me, neither NWN, you nor Prime may seek the restoration of those
moneys.  It is understood  that after that  payment,  each of NWN, you and Prime
stands behind and assures my right to retain and use those moneys. By paying the
moneys  to me as per  paragraph  2, you and NWN will  also be  representing  and
warranting  to me that none of the  conditions  (b),  (c), or (d) in paragraph 1
above,  have  occurred..  In the event that any court of competent  jurisdiction
requires me to repay any of those moneys,  then, my security  interests under my
loan agreement will be automatically  restored,  you shall remain a guarantor of
the unpaid amount and NWN's other  obligations  under the loan agreement and you
and NWN will take such  actions  promptly  as is required to restore my security
interests to first priority liens.

5. By signing this offer,  I am  representing  (subject to the execution of this
document by you and NWN) that I have the  authority  to enter into an  agreement
based  upon this  offer.  By  signing  this  offer,  each of you and NWN will be
representing  to me that he or it has  authority to execute this document and is
not  insolvent.  Any loss resulting from any  misrepresenting  party  (including
payment t of the attorney's fees of the party to whom the  misrepresentation was
made).  The loan  agreement  between NWN and me, as  guaranteed by you remain in
full force and effect and is unchanged  except as amended by this letter. A copy
of the loan  agreement is attached to this letter for your  convenience.  Please
bear in mind that the time frames  provided in this offer are of the essence and
will be strictly adhered to by me.


<PAGE>


If this  arrangement  meets your  approval,  then please execute this letter and
return it by fax to me plus mail your original signature too. When I receive fax
and original respectively, I will send each back to you similarly.

Thank you in advance for your  cooperation  and best wishes on the completion of
this merger.

Sincerely,

/s/ James H. Wiesenberg
-----------------------------
James H. Wiesenberg

Attachments

cc  Mr.  Douglas C. MacLellan
     Tom Dougherty, Esq.
     (both w/attachments)

ACCEPTED:

NEW WAVE NETWORKS, LLC

By:  /s/
----------------------------
Joseph P. Gebhardt
Managing Member

JOSEPH P. GEBHARDT

By:  /s/
----------------------------
Joseph P. Gebhardt
A natural person

<PAGE>

                                October 27, 2000



                            BINDING LETTER OF INTENT

                                     between


                              New Wave Networks LLC


                                       and


                              Prime Companies, Inc.





 relating to the non-taxable acquisition of issued Units in the Unit capital of


                              NEW WAVE NETWORKS LLC


<PAGE>




     This Binding Letter of Intent (the "Agreement") is made on October 27, 2000

     Between:

     (1)  NEW WAVE  NETWORKS  LLC, a Nevada  limited  liability  company,  whose
          United  States  representative   offices  are  at  250  South  Martin,
          Stateline, Nevada 89448 ("NWN"); and

     (2)  PRIME COMPANIES,  INC., a company  incorporated  under the laws of the
          State of  Delaware,  whose  United  States  offices  are at 409 Center
          Street, Yuba City, California, 95991-5400 ("PCI").

     It is  agreed  that  the NWN and PCI  (herein  after  "the  Parties")  will
conclude a Definitive  Agreement (the  "Definitive  Agreement") no later than by
December 31, 2000 and will submit all  necessary  applications  and forms to the
FCC and all  assignments and transfers will be posted for public notice no later
than  February 20, 2000 and the Parties will  conclude the approved  Transaction
within 5 business  days of the receipt of FCC  approval  and no later than April
20, 2001 (the "Closing").  It is acknowledged  that Mr. Jim Wiesenberg is only a
creditor in the proposed  Transaction and is not a principal of NWN and does not
waive any of his rights  under his loan  agreements  with NWN.  This  Definitive
Agreement  and any FCC  approval  applications  are to be drafted by PCI's legal
council.  All expenses related to discussion,  negotiations and other activities
between the Company are the sole  responsibility  of the party that incurs them.
The following are terms and  conditions  that have been agreed to by the Parties
as deal points  within any  Definitive  Agreement.  Also see the attached  "side
letter"  executed  between and among NWN,  Mr.  Joseph P.  Gebhardt  and Mr. Jim
Wiesenberg and incorporated by reference herein.


1.   Sale or Exchange of Units

     NWN Unit holders  shall  exchange  Units  ("Units")  and PCI will  exchange
     Common Stock Shares in PCI  ("Shares"),  relying on (amongst  other things)
     the  representations,  warranties and undertakings to be structured under a
     Unit for Share  non-taxable  merger  transaction  that will be  necessarily
     considered  non-taxable  under United States Internal Revenue Service Rules
     and  Regulations and Code. NWN warrants that NWN will be debt free upon the
     Closing of the Transaction.


2.   Consideration


2.1  The  consideration  for NWN  Unit  holders  to enter  into  the  Definitive
     Agreement and  exchanging 100 percent of all  outstanding  Units in NWN and
     the elimination of Mr. Jim Wiesenberg's  outstanding  debt, PCI will pay at
     the Closing  US$550,000  directly to Mr. Jim Wiesenberg (plus US$175.00 per
     day in  additional  interest  if not paid by  December  31,  2000  which is
     deductable  from the US$50,000 in cash to be paid to NWN by PCI),  and will
     provide  US$50,000  in cash and  1,500,000  Shares of  Common  Stock in PCI
     directly to NWN Unit holders. As part of the
<PAGE>

     Closing of this Transaction Mr. Jim Wiesenberg,  Mr. Joseph P. Gebhardt and
     NWN agree to enter into a mutual  release  between  and among the  parties.
     This exchange ratio is based upon PCI's Common Stock shares being valued at
     $1.00 per common stock share and values NWN's gross 1990 POPs of 577,043 at
     US$3.63 per POP or a total transaction value of US$2,100,000.00 (made up of
     US$550,000 in debt  elimination,  US$50,000.00 in cash and 1,500,000 shares
     of PCI common stock).  This valuation  assumes  US$4.00 per POP for the `A'
     band license (386,507 POPs) or US$1,546,028.00  and US$2.90 per POP for the
     `B' band license (190,536 POPs) or  US$553,972.00.  The shares and the cash
     to be issued to NWN may be designated to multiple parties to be provided in
     a schedule within the Definitive  Agreement.  The Common Stock shares to be
     granted to NWN from PCI must be  registered  under the 1933 Act ("the Act")
     utilizing a  registration  statement.  The  registration  statement must be
     filed  with the SEC  within  120 days of the  execution  of the  Definitive
     Agreement.

2.2  Upon  execution of this  Binding  Letter of Intent PCI shall pay to NWN the
     non-refundable  sum of US$10,000.00  as a good faith deposit.  In the event
     that the Definitive Agreement is not executed this deposit will be retained
     by NWN as a break-up  fee. In the event that NWN  terminates  the Agreement
     then, NWN must refund the good faith deposit to PCI. NWN will not engage in
     business  combination  discussions  with any other company or  organization
     from the signing of this  Agreement  through  December 31,  2000.  The good
     faith  deposit  funds  are to be  wire  transferred  to the  account  to be
     provided by NWN within 2 business days of the execution of this  Agreement.
     In the event that the Definitive  Agreement is executed then the good faith
     deposit will be included as part of the cash  component  in the  Definitive
     Agreement.  The US$550,000 due to Mr. Jim Wiesenberg at the Closing will be
     wire transferred to an account(s) designated solely by Mr. Jim Wiesenberg.

2.3  Following the completion of the  Definitive  Agreement PCI agrees to review
     NWN business  plan and determine the capital needs of NWN and PCI agrees to
     arrange for debt and equity financing required in the business plan.


3.   Conditions

     Completion of the  Definitive  Agreement is  anticipated  to be conditional
     upon satisfaction of the following conditions:

3.1  PCI being satisfied on or before December 31, 2000 in its sole and absolute
     discretion  with a detailed and wide ranging due  diligence  exercise to be
     carried  out by it and  its  professional  advisors  on its  behalf  and in
     relation to the direct interests being acquired by virtue PCI's purchase or
     acquisition of the Units.

3.2  This proposed transaction is necessarily based upon PCI having access to an
     anticipated  equity  credit  line  that  would  allow  PCI to meet the cash
     components  of the  transaction.  In the event that PCI is unable to access
     this capital pool by 2/13/2000 the  transaction may be terminated by either
     party or extended upon the mutual consent of all Parties.
<PAGE>

3.3  Obtaining  all  necessary  consents  and  approvals  from  PCI's  and NWN's
     respective   Board  of  Directors  and,  if  necessary,   their  respective
     stakeholders.


3.4  The  Parties  to any  submission  for  the  approvals  of  issuance  and or
     registration  of the Shares of PCI, to be received by NWN's Unit holders in
     respect of the exchange of the Shares to the Securities Exchange Commission
     ("SEC")  shall be  prepared  by,  made in the name of and at the expense of
     PCI,  subject to the input of NWN and that all requests and enquiries  from
     any government, governmental, or regulatory body shall be dealt with by PCI
     and or NWN  in  consultation  with  each  other  and  each  shall  promptly
     co-operate  with and  provide  all  necessary  information  and  assistance
     reasonably  required by such government,  or agency upon being requested to
     do so.

3.5  In the event that NWN's debt  holder  (Mr.  Jim  Wiesenberg)  converts  his
     outstanding debt to Units in NWN or he does not accept US$550,000, plus any
     additional  interest if any accrued after  December 31, 2000, as payment in
     full for his debt with NWN, then PCI has the right to immediately terminate
     this Agreement. In the event that the Agreement is terminated by PCI due to
     Clause 3.5 then NWN will return the good faith deposit money.

3.6  NWN will  commence a 2 year and 9 month audit of its business  that must be
     completed  before the  completion of the  Definitive  Agreement.  The costs
     associated  with the audit will be  initially  underwritten  by PCI. In the
     event that the audit cannot be completed  by NWN,  then NWN will  reimburse
     PCI for any audit related costs paid by PCI.


4.   Employment Agreement:

4.1  Mr. Joseph P.  Gebhardt  will be provided by PCI with a one year  renewable
     employment agreement on the following terms.

4.2  Mr. Gebhardt's base salary will be US$78,000.00.

4.3  Mr. Gebhardt will receive a bonus plan of US$40,000.00,  to be paid half in
     cash and half in common stock calculated at the market value on the date of
     grant of any bonus,  if Mr.  Gebhardt  assists PCI in  acquiring a group of
     BTA's consisting of 1 million POPs and will be paid an additional US$40,000
     bonus under the same terms,  for each additional 1 million POPs acquired by
     PCI.

4.4  Mr.  Gebhardt will receive at the execution of the  Definitive  Agreement a
     total of 50,000  three year common  stock  options that will vest 1/12 each
     month over the period of the  Employment  Agreement.  The  options  will be
     priced  at the  closing  price  of  PCI's  common  stock on the date of the
     Closing and PCI agrees to register the  underlying  shares to these options
     during 2001 or before.
<PAGE>

4.5  Mr.  Gebhardt  will  receive  health  care  coverage  provided  through PCI
     equivalent to that of other senior executives at PCI.

4.6  Mr. Gebhardt's title shall be Head of Acquisitions. He will also be invited
     to attend any regular  sessions of PCI's Board of  Directors  meetings as a
     Senior Advisor on Acquisitions to the Board of Directors  during the period
     of his Employment Agreement.

4.7  In the event that Mr.  Gebhardt  is  terminated  without  cause  during the
     period of his Employment  Agreement,  all options will immediately vest and
     he will receive a severance payment in a lump sum of US$50,000.00.



<PAGE>


4.8  PCI agrees to interview and, if found appropriate, hire Mr. Lee Cluff as an
     employee to assist PCI and Mr. Gebhardt in general business and acquisition
     analyst at a starting salary of US$2,000 per month.


5.   Announcements

5.1  Pending completion of the Definitive Agreement,  the Parties shall, subject
     to the  requirements  of  law  or any  regulatory  body  or the  rules  and
     regulations of any recognized  stock exchange,  consult  together as to the
     terms of,  the  timetable  for and  manner of  publication  of,  any formal
     announcement or circular to shareholders,  employees, customers, suppliers,
     distributors  and  sub-contractors  and to any recognized stock exchange or
     other  authorities or to the media or otherwise  which any party may desire
     or be obliged to make regarding  this  Agreement.  Any other  communication
     which the Parties may make concerning the foregoing matters shall,  subject
     to the  requirements  of  law  or any  regulatory  body  or the  rules  and
     regulations of any recognized  stock exchange,  be consistent with any such
     formal announcements or circular.


6.   Notice

6.1  Any notice or other communication  requiring to be given or served under or
     in  connection  with this Binding  Letter of Intent shall be in writing and
     shall be sufficiently given or served if delivered or sent:

     In the case of NWN:

         Facsimile:        702-588-0805
                           Attention:       Mr. Joseph P. Gebhardt
                           President
                           P.O. Box 6928
                           250 S. Martin
                           Stateline, Nevada 89449
                           Tel: 775-588-1995

         In the case of PCI at its registered office:

         Facsimile:        530-671-3215
                           Attention:       Mr. N. J. Lima
                           President and CEO
                           409 Center Street
                           Yuba City, CA  95991-4500
                           Tel: 530-755-3580


7.   Counterparts

     This Binding Letter of Intent may be executed in any number of counterparts
     each of which shall be deemed an original,  but all the counterparts  shall
     constitute one and the same instrument.


          IN WITNESS  WHEREOF,  NWN and PCI have caused this  Binding  Letter of
     Intent to be duly executed as of the day and year first above written.


         New Wave Networks LLC                       Prime Companies, Inc.


 By:     ______________________________     By:      ___________________________
         Mr. Joseph P. Gebhardt                       Mr. N. J. Lima
         President                                    President and CEO


DCM/nhm