<PAGE>

                                                              Exhibit 10.22

                                      AGREEMENT


     This Agreement is entered into as of the 21st day of April 1999 by and 
between Ben Neman ("Neman") and Intellicell Corp., a Delaware corporation 
("Intellicell") with reference to the following facts:

     A.   Neman served as the Chairman of the Board, President and Chief 
Executive Officer of Intellicell from the inception of Intellicell through 
November 9, 1998 and has served as Intellicell's Chairman of the Board and 
President since that time pursuant to an Employment Agreement dated November 
9, 1998 by and between Neman and Intellicell (the "Employment Agreement").

     B.   In connection with the Employment Agreement, Neman agreed to 
certain restrictions on the sale of all of his shares of Intellicell common 
stock (the "Neman Shares") and entered into a lock-up agreement, dated 
November 10, 1998 (the "Lock-Up Agreement") with respect to the Neman Shares.

     C.   Neman wishes to resign as Intellicell's Chairman of the Board and 
President, and Neman and Intellicell wish to provide for the immediate sale 
by Neman of certain of the Neman Shares and for certain restrictions on 
transfer of the remaining Neman Shares.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements 
contained herein, Neman and Intellicell hereby agree as follows:

     1.   RESIGNATION.  Neman will resign as Intellicell's Chairman of the 
Board and President and as a member of Intellicell's Board of Directors, 
effective immediately, and upon such resignation shall cease to be an officer 
and director of Intellicell.

     2.   TERMINATION OF PRIOR AGREEMENTS.  The Employment Agreement and 
Lock-Up Agreement and any other prior agreements between Neman and 
Intellicell with respect to any matter (other than any Stock Option 
Agreements) shall be canceled effectively immediately, and neither Neman nor 
Intellicell shall have any further rights or obligations (including any right 
to salary, bonus or severance payments) under any of the canceled agreements.

     3.   PAYMENTS TO NEMAN.  Intellicell shall make the following payments 
to Neman in consideration of the various covenants and agreements of Neman 
contained in this Agreement:

          (a)  $250,000 upon the parties signing this Agreement.

          (b)  24 monthly payments of $14,583.33 each, with the first payment 
commencing on May 1, 1999, and with payments thereafter on the first day of 
each month.

          (c)  Notwithstanding anything to the contrary contained herein, 
Intellicell shall immediately pay to Neman all amounts due and unpaid under 
(a) and (b) of this paragraph 3 upon the earlier to occur of the following 
(i) in the event that Intellicell fails to comply with any of the provisions 
of this Agreement and fails to cure such breach within the cure period 
provided in paragraph 9(o) hereof, or (ii) if Intellicell merges, 
consolidates or is otherwise combined with another entity and is not the 
surviving entity.

<PAGE>

     4.   SALE OF NEMAN SHARES.  Intellicell agrees that within 15 days 
following the execution of this Agreement (plus the additional five-day cure 
period provided by paragraph 9(o) hereof), one or more investors shall 
purchase from Neman a total of 200,000 of the Neman Shares at a price of 
$2.50 per share (the "Private Placement").  In the event the sale of the 
foregoing 200,000 Neman Shares has not been consummated within the foregoing 
20-day period following the execution of this Agreement, (a) the 24 monthly 
payments of $14,583.33 each to be made pursuant to paragraph 3(b) hereof 
shall instead be made as 12 monthly payments of $29,166.66 each, with the 
first payment commencing on May 1, 1999 (to the extent the foregoing 20-day 
period elapses after May 1, 1999, the $14,583.33 payment made on that date 
would, accordingly, then be supplemented with an additional payment of 
$14,583.33) and (b) Intellicell shall  file within 30 days following the 
expiration of such deadline a registration statement under the Securities Act 
of 1933 (the "Securities Act") to register all of the Neman Shares, and the 
restrictions upon transfer of the Neman Shares set forth in paragraph 5 
hereof shall no longer be applicable.  In the event the restrictions on 
transfer of the Neman Shares set forth in paragraph 5 hereof cease to be 
applicable pursuant to the foregoing sentence, Intellicell shall advise its 
transfer agent to accept the opinion of Troop Steuber Pasich Reddick & Tobey, 
LLP (or other counsel of Neman reasonable acceptable to Intellicell) if 
delivered to the transfer agent more than 90 days after the date of execution 
of this Agreement to the effect that Neman is no longer an affiliate of 
Intellicell for purposes of Rule 144 and Neman agrees that Intellicell shall 
be entitled to rely on such opinion.

     5.   RESTRICTIONS ON TRANSFERS OF NEMAN SHARES.  During the one-year 
period following the execution of this Agreement, Neman shall not sell, 
transfer, pledge or assign any of the Neman Shares, except as follows:

          (a)  Neman may sell up to 200,000 Neman Shares pursuant to the 
Private Placement.

          (b)  In addition to the Private Placement, Neman may, at any time 
prior to a registration statement covering the resale of the Neman Shares 
becoming effective, make privately negotiated sales of any of the Neman 
Shares, provided that the purchasers of these shares (including Meir Abramov 
should he exercise any of his outstanding options to acquire any of the Neman 
shares) are bound by operation of law or agree to be bound by the volume 
limitations of Rule 144 on their resales of these shares for the one-year 
period following their acquisition of these shares, irrespective of whether 
Neman was an affiliate of Intellicell at the time of their acquisition of 
these shares.

          (c)  During the first six months following the execution of this 
Agreement, Neman shall make no public sales of any of the Neman Shares 
pursuant to Rule 144 or otherwise.

          (d)  During the six-month period commencing after six months 
following the execution of this Agreement through one year from the execution 
of this Agreement, Neman may publicly sell within each three-month segment of 
that six-month period an amount equal to up to 1% of the total number of then 
outstanding shares of Intellicell common stock.

          (e)  During the six-month period commencing after one year 
following the execution of this Agreement, Neman may publicly sell within 
each three-month segment of that six-month period an amount equal to up to 
the greater of (i) 1% of the total number of then outstanding shares of 
Intellicell common stock or 

<PAGE>

(ii) the average weekly trading volume for the four calendar weeks preceding 
the sale of the Neman Shares, as calculated pursuant to Rule 144.

          (f)  Notwithstanding anything to the contrary contained herein, all 
restrictions set forth in (a) through (e) of this paragraph 5 shall terminate 
upon the earlier to occur of the following (i) in the event that Intellicell 
fails to comply with any of the provisions of this Agreement and fails to 
cure such breach within the cure period provided in paragraph 8(o) hereof, or 
(ii) if Intellicell merges, consolidates or is otherwise combined with 
another entity and is not the surviving entity.

     6.   REGISTRATION OF NEMAN SHARES.  At the option of Neman, Intellicell 
agrees to include all of the Neman Shares in the first registration statement 
that Intellicell files under the Securities Act covering the resale of any 
Intellicell securities by any third party and agrees that such a registration 
statement covering the Neman Shares will in no event be filed later than one 
year following the execution of this Agreement; PROVIDED, HOWEVER, that 
Intellicell shall file a registration statement to register all of the Neman 
Shares under the Securities Act within 30 days following a breach of any of 
the provisions of this Agreement by Intellicell that remains uncured within 
the applicable five-day cure period if Mr. Neman demands such registration.  
Any private sales by Neman of Neman Shares made following the effectiveness 
of any registration statement shall be subject to the limitations set forth 
in paragraph 5(b) hereof unless Intellicell has committed an uncured breach 
of this Agreement or Intellicell merges, consolidates or is otherwise 
combined with another entity and is not the surviving entity.

     7.   ADDITIONAL COVENANTS OF THE PARTIES.

          (a)  INSURANCE.  Intellicell shall continue to pay Neman's medical 
insurance premiums for the one-year period following the execution of this 
Agreement.

          (b)  LEGAL FEES.  Upon execution of this Agreement, Intellicell 
shall pay Neman's counsel $5,000 for legal fees in connection with the 
negotiation and preparation of this Agreement.

          (c)  PRESS RELEASE.  Intellicell and Neman shall agree to the text 
of a press release to be disseminated that describes Neman's resignation as 
Intellicell's Chairman of the Board and President, which shall be 
substantially in the form attached hereto as Exhibit A.

          (d)  PROHIBITION ON EMPLOYEE SOLICITATION.  Assuming Intellicell is 
not in breach of this Agreement beyond the applicable cure period, Neman 
agrees that for a six-month period following the execution of this Agreement, 
he will not solicit any employee of Intellicell to work for any other 
organization or otherwise interfere with Intellicell's contractual or other 
employment relationships with any of its employees.

          (e)  TAXES.  Intellicell shall withhold from the payments it makes 
to Neman pursuant to paragraph 3 hereof the minimum amounts that Intellicell 
determines are required to be withheld to satisfy all applicable tax laws.

     8.   REPRESENTATIONS AND WARRANTIES.

          (a)  INDEPENDENT LEGAL ADVICE.  Neman and Intellicell each 
represents, warrants and agrees that he or it has received independent legal 

<PAGE>

advice from his or its attorneys with respect to the advisability of 
executing this Agreement.

          (b)  NO OTHER REPRESENTATION.  Neman and Intellicell each 
represents, warrants and agrees that, in executing this Agreement, he or it 
has relied solely on the statements expressly set forth within this 
Agreement.  Neman and Intellicell each further represents, warrants and 
agrees that, in executing this Agreement, he or it has placed no reliance 
whatsoever on any statement, representation or promise of any other party, or 
any other person or entity, that is not expressly set forth within this 
Agreement, or upon the failure of any other party, or any other person or 
entity, to make any statement, representation or disclosure of anything 
whatsoever.  Neman and Intellicell have included this clause (i) to preclude 
any claim that either Neman or Intellicell was without the advice of counsel; 
and (ii) to preclude the introduction of parol evidence to vary, interpret, 
supplement or contradict the terms of this Agreement.

          (c)  FACTUAL INVESTIGATION.  Neman and Intellicell each represents, 
warrants and agrees that he or it has made a sufficient investigation of the 
facts pertaining to all matters contained in or related to this Agreement as 
he or it deems necessary or desirable.

          (d)  AUTHORITY.  Neman and Intellicell each represents, warrants 
and agrees that he or it has the full right, power and authority to execute 
this Agreement and that the person executing this Agreement on his or its 
behalf has the full right, power and authority to commit and to bind that 
party fully to the terms of this Agreement.

          (e)  NO ASSIGNMENT.  Neman and Intellicell each represents, 
warrants and agrees that there has been no assignment or transfer, including, 
without limitation, by way of subrogation or operation of law or otherwise, 
to any person or entity whatsoever of claims released by that party or of any 
other claim, right, demand, action or cause of action that the parties may 
have had, have or might have arising out of the matters that are the subject 
of this Agreement.  Neman and Intellicell each, to the extent any particular 
party breaches this representation or warranty, agrees to defend, to 
indemnify and to hold harmless any nonbreaching party to this Agreement from 
and against any and all claims, allegations, demands, liabilities, losses, 
obligations, promises, damages, costs, expenses (including, without 
limitation, attorneys' fees and costs of investigation), lawsuits, actions 
(in law, equity or otherwise), causes of action, rights and privileges 
actually incurred as a result of that breach.

          (f)  Neman represents and agrees that he is not owed any cash, 
securities or other amounts by Intellicell in connection with his employment 
with Intellicell (including as an officer and director) and is not aware of 
any other claims that he may have against Intellicell.

     9.   GENERAL.

          (a)  FULL INTEGRATION.  Except as set forth hereinbelow, this 
Agreement is the final written expression and the complete and exclusive 
statement of all of the agreements, conditions, promises, representations and 
covenants between Neman and Intellicell with respect to the subject matter of 
this Agreement, and replaces and supersedes all prior, former or 
contemporaneous agreements, negotiations, understandings, representations, 
discussions or warranties between the parties, their respective 
representatives, and any other person or entity, with respect to the subject 
matter of this Agreement.  Any 

<PAGE>

modification, alteration or amendment of this Agreement shall be nonbinding, 
ineffective or invalid unless it is in writing, specifically refers to this 
Agreement and is signed by the party to be charged with the modification, 
alteration or amendment or by a duly authorized representative of that party.

          (b)  NO ADMISSIONS.  Neman and Intellicell each expressly 
acknowledges and agrees that this Agreement represents a settlement of 
disputed claims and is not, in any respect, nor for any purpose, to be deemed 
or construed to be an admission or concession of any liability or wrongdoing 
by any party whatsoever or of the existence of any claim.  Furthermore, this 
Agreement shall not be deemed to be for the benefit of, or to confer any 
rights of any kind or nature whatsoever upon, any third party (whether a 
person or entity).

          (c)  WAIVER AND SEVERABILITY.  No waiver of any term, covenant or 
condition of this Agreement shall be construed as a waiver of any other term, 
covenant or condition, nor shall any waiver of any default under this 
Agreement be construed as a continuing waiver of any term, condition or 
covenant or as a waiver of any other default.  Furthermore, in the event any 
portion of this Agreement is found, judicially or otherwise, to be unlawful, 
void or, for any other reason, unenforceable, that provision shall be deemed 
severable from this Agreement and the invalidity or lack of enforceability 
shall not affect the validity and enforceability of the remaining portions of 
this Agreement.

          (d)  CALIFORNIA LAW GOVERNS.  This Agreement shall be construed and 
enforced in accordance with, and governed by, the internal, substantive laws 
of the State of California.  Any lawsuits filed to enforce any provision of 
this Agreement by any party hereto shall be filed in the Superior Court for 
the State of California, County of Los Angeles.

          (e)  ATTORNEYS' FEES.  Except as otherwise provided in this 
Agreement, each side is to bear its own legal expenses and attorneys' fees.  
In the event any legal or governmental action or proceeding is commenced 
under or pursuant to any other terms and conditions of this Agreement, or to 
interpret or enforce the terms of or obligations arising out of this 
Agreement, or to recover damages for the breach of this Agreement, the party 
prevailing in any such action or proceeding shall be entitled, in addition to 
any other relief awarded by the Court or other tribunal, to recover from the 
other party all reasonable attorneys' fees, costs and expenses incurred by 
the prevailing party.  In addition, the prevailing party shall be entitled to 
recover from the non-prevailing party post-judgment/award/order attorneys', 
fees incurred by the prevailing party in enforcing a judgment, order or award 
against the non-prevailing party.  Notwithstanding anything in this Agreement 
to the contrary, the provisions of the preceding sentence are intended to be 
severable from the balance of the Agreement, shall survive any judgment 
rendered in connection with the aforesaid legal action, and shall not be 
merged into any such judgment, order or award.

          (f)  COUNTERPARTS, COPIES, FAXED SIGNATURES.  This Agreement may be 
executed in any number of counterparts by the parties, and, when each party 
has signed and delivered at least one counterpart to the other party, each 
counterpart shall be deemed an original and, taken together, shall constitute 
and be deemed to be one and the same agreement, and shall be binding and 
effective as to both of the parties.  In addition, true and correct copies 
may be used in lieu of the original Agreement for any purpose whatsoever.  
Finally, faxed copies of this Agreement and faxed signature pages shall be 
binding and effective as to both parties and may be used in lieu of the 
original Agreement, and, in particular, in lieu of original signatures, for 
any purpose whatsoever.

<PAGE>

          (g)  HEADINGS.  The headings to the paragraphs of this Agreement 
are inserted for convenience only and will not be deemed a part of this 
Agreement, nor will the heading affect the construction or interpretation of 
the provisions contained within this Agreement.

          (h)  SURVIVAL OF WARRANTIES.  All representations and warranties 
contained within this Agreement shall survive its execution, effectiveness 
and delivery.  It is expressly understood and agreed by the parties that none 
of the releases or covenants set forth within this Agreement are intended to 
or do release or affect any claims or rights specifically arising out of this 
Agreement or the breach of it.

          (i)  FURTHER INSTRUMENTS.  Neman and Intellicell each shall execute 
and deliver further instruments, documents or papers and shall perform all 
acts necessary or proper to carry out and effectuate the terms of this 
Agreement as may be required by the terms of the Agreement or as may be 
reasonably requested by either party to this Agreement.

          (j)  NO PRESUMPTION FROM DRAFTING. This Agreement has been 
negotiated at arm's-length between persons knowledgeable in the matters set 
forth within this Agreement.  Accordingly, given that all parties have had 
the opportunity to draft, review and/or edit the language of this Agreement, 
no presumption for or against any party arising out of drafting all or any 
part of this Agreement will be applied in any action relating to, connected 
with or involving this Agreement.  In particular, any rule of law, including, 
but not limited to, Section 1654 of the California Civil Code Section, or any 
other statutes, legal decisions, or common law principles of similar effect, 
that would require interpretation of any ambiguities in this Agreement 
against the party that has drafted it, is of no application and is hereby 
expressly waived.  The provisions of this Agreement shall be interpreted in a 
reasonable manner to effect the intentions of the parties.

          (k)  BENEFITS SUCCESSORS.  Except as limited by the terms of this 
Agreement, this Agreement shall be binding upon and shall inure to the 
benefit of each of the parties to this Agreement and to their respective 
heirs, executors, administrators, assigns, successors-in-interest, 
representatives, trustees, beneficiaries and Related Entities.

          (l)  ALL TERMS ARE CONTRACTUAL.  Each term of this Agreement is 
contractual and not merely a recital.

          (m)  VOLUNTARY EXECUTION OF AGREEMENT.  Neman represents that he 
has carefully read this entire Agreement and that he knows and understands 
its contents.  Neman has had the opportunity to receive independent legal 
advice from attorneys of his choice with respect to the preparation, review 
and advisability of executing this Agreement.  Neman further represents and 
acknowledges that he has freely and voluntarily executed this Agreement after 
independent investigation and without fraud, duress, or undue influence, with 
the full understanding of the legal and binding effect of this Agreement and 
with the approval of his legal counsel.  Neman thereby knowingly waives the 
21-day period under the Older Workers Benefits Protection Act to review this 
Agreement with his attorney prior to signing.

          (n)  RIGHT OF REVOCATION.  With respect only to claims arising 
under the Age Discrimination in Employment Act ("ADEA"), Neman has the right 
to revoke this Agreement for any reason within seven days after he signs it.  
To be effective, Neman's notice of revocation must be in writing and must be 
hand 

<PAGE>

delivered or mailed to David Kane, Intellicell Corp., 9314 Eton Avenue, 
Chatsworth, California 91311, within the seven-day period.  If mailed, the 
revocation must be postmarked within the seven-day period, properly addressed 
and sent by certified mail, return receipt requested.  If hand-delivered, it 
must be given to David Kane within the seven-day period.

          (o)  CURE PERIOD.  Intellicell shall have five days following 
written notice from Neman to cure any failure to make a required payment to 
Neman by Intellicell or any third party as required under this Agreement.

     IN WITNESS WHEREOF, the parties to this Agreement have approved and 
executed this Agreement as of the date set forth above.

                                        BEN NEMAN


                                        /s/ BEN NEMAN
                                        --------------------------------
                                        Ben Neman


                                        INTELLICELL CORP.


                                        By:  /s/ DAVID KANE
                                             --------------------------------
                                        Its: CFO
                                             --------------------------------





APPROVED AS TO FORM:

TROY & GOULD
Professional Corporation


By: /s/ SANFORD J. HILLSBERG
    --------------------------------
    Sanford J. Hillsberg
    Attorneys for Intellicell Corp.



TROOP STEUBER PASICH REDDICK
  & TOBEY, LLP


By: /s/ HOWARD J. KERN
    --------------------------------
    Howard J. Kern
    Attorneys for Ben Neman