Securicor International Ltd, et al. – ‘SC 13D/A’ on 6/28/96 re: Intek Global Corp – EX-2

As of:  Friday, 6/28/96   ·   Accession #:  909518-96-206   ·   File #:  5-35440

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No 2 to Schedule 13D                        18     43K 
 2: EX-1        Press Release                                          2     10K 
 3: EX-2        Stock Purchase Agreement                             113    358K 
 4: EX-3        Joint Acquisition Agreement                            1      7K 
 5: EX-4        Voting Agreement                                      13     40K 

EX-2   —   Stock Purchase Agreement
Exhibit Table of Contents

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                                                           EXHIBIT 2

STOCK PURCHASE AGREEMENT

 BETWEEN

 INTEK DIVERSIFIED CORPORATION

 AND

SECURICOR COMMUNICATIONS LIMITED

 Dated as of June 18, 1996

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 TABLE OF CONTENTS
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ARTICLE I - SALE AND PURCHASE OF SHARES . . . . . . . . . . . . .    2
     1.1  Sale and Purchase of Shares . . . . . . . . . . . . . .    2

ARTICLE II - PURCHASE PRICE AND PAYMENT . . . . . . . . . . . . .    3
     2.1  Amount and Payment of Purchase Price  . . . . . . . . .    3

ARTICLE III - CLOSING AND TERMINATION . . . . . . . . . . . . . .    3
     3.1  Closing Date  . . . . . . . . . . . . . . . . . . . . .    3
     3.2  Termination of Agreement  . . . . . . . . . . . . . . .    3
     3.3  Procedure Upon Termination  . . . . . . . . . . . . . .    5
     3.4  Effect of Termination . . . . . . . . . . . . . . . . .    5
     3.5  Expense Reimbursement . . . . . . . . . . . . . . . . .    5

ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . .    6
     4.1  Organization and Good Standing  . . . . . . . . . . . .    6
     4.2  Authorization of Agreement  . . . . . . . . . . . . . .    7
     4.3  Capitalization  . . . . . . . . . . . . . . . . . . . .    8
     4.4  Subsidiaries  . . . . . . . . . . . . . . . . . . . . .    9
     4.5  Corporate Records . . . . . . . . . . . . . . . . . . .   10
     4.6  Conflicts; Consents of Third Parties  . . . . . . . . .   10
4.7  Ownership and Transfer of Shares; Ownership of EFJ     
            Shares and EFJ Warrant  . . . . . . . . . . . . . . .   12
     4.8  Financial Statements  . . . . . . . . . . . . . . . . .   12
     4.9  No Undisclosed Liabilities  . . . . . . . . . . . . . .   13
     4.10  Absence of Certain Developments  . . . . . . . . . . .   13
     4.11  Taxes  . . . . . . . . . . . . . . . . . . . . . . . .   17
     4.12  Real Property  . . . . . . . . . . . . . . . . . . . .   20
     4.13  Tangible Personal Property . . . . . . . . . . . . . .   23
     4.14  Intangible Property  . . . . . . . . . . . . . . . . .   24
     4.15  Material Contracts . . . . . . . . . . . . . . . . . .   26
     4.16  Employee Benefits  . . . . . . . . . . . . . . . . . .   27
     4.17  Labor  . . . . . . . . . . . . . . . . . . . . . . . .   32
     4.18  Litigation . . . . . . . . . . . . . . . . . . . . . .   33
     4.19  Compliance with Laws . . . . . . . . . . . . . . . . .   35
     4.20  Environmental Matters  . . . . . . . . . . . . . . . .   35
     4.21  Insurance  . . . . . . . . . . . . . . . . . . . . . .   37
     4.22  Related Party Transactions . . . . . . . . . . . . . .   38
     4.23  Financial Advisors . . . . . . . . . . . . . . . . . .   38
     4.24  Claims to Property . . . . . . . . . . . . . . . . . .   38
     4.25  Licenses; Permits; Authorizations  . . . . . . . . . .   39
     4.26  Investment in Purchaser Shares . . . . . . . . . . . .   39
     4.27  Investments in Purchaser . . . . . . . . . . . . . . .   41
     4.28  Accounts Receivable  . . . . . . . . . . . . . . . . .   41
     4.29  Accounts Payable . . . . . . . . . . . . . . . . . . .   41

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4.30  Inventory 41                                                    
     4.31  Products . . . . . . . . . . . . . . . . . . . . . . .   41
     4.32  No Misrepresentation . . . . . . . . . . . . . . . . .   42

ARTICLE V - REPRESENTATIONS AND WARRANTIES OF PURCHASER . . . . .   42
     5.1  Organization and Good Standing  . . . . . . . . . . . .   42
     5.2  Authorization of Agreements . . . . . . . . . . . . . .   43
     5.3  Capitalization  . . . . . . . . . . . . . . . . . . . .   43
     5.4  Subsidiaries  . . . . . . . . . . . . . . . . . . . . .   44
     5.5  Corporate Records . . . . . . . . . . . . . . . . . . .   45
     5.6  Conflicts; Consents of Third Parties  . . . . . . . . .   46
     5.7  Issuance of Purchaser Shares  . . . . . . . . . . . . .   46
     5.8  Financial Statements  . . . . . . . . . . . . . . . . .   47
     5.9  No Undisclosed Liabilities  . . . . . . . . . . . . . .   48
     5.10  Periodic SEC Filings . . . . . . . . . . . . . . . . .   48
     5.11  Absence of Certain Developments  . . . . . . . . . . .   49
     5.12  Taxes  . . . . . . . . . . . . . . . . . . . . . . . .   52
     5.13  Real Property  . . . . . . . . . . . . . . . . . . . .   55
     5.14  Tangible Personal Property . . . . . . . . . . . . . .   57
     5.15  Intangible Property  . . . . . . . . . . . . . . . . .   58
     5.16  Material Contracts . . . . . . . . . . . . . . . . . .   60
     5.17  Employee Benefits  . . . . . . . . . . . . . . . . . .   62
     5.18  Labor  . . . . . . . . . . . . . . . . . . . . . . . .   66
     5.19  Litigation . . . . . . . . . . . . . . . . . . . . . .   67
     5.20  Compliance with Laws . . . . . . . . . . . . . . . . .   68
     5.21  Environmental Matters  . . . . . . . . . . . . . . . .   68
     5.22  Insurance  . . . . . . . . . . . . . . . . . . . . . .   70
     5.23  Related Party Transactions . . . . . . . . . . . . . .   70
     5.24  Financial Advisors . . . . . . . . . . . . . . . . . .   71
     5.25  Claims to Property . . . . . . . . . . . . . . . . . .   71
     5.26  Licenses; Permits; Authorizations  . . . . . . . . . .   71
     5.27  FCC Matters  . . . . . . . . . . . . . . . . . . . . .   72
     5.28  Investment in Shares . . . . . . . . . . . . . . . . .   77
     5.29  General Partnerships . . . . . . . . . . . . . . . . .   77
     5.30  No Misrepresentation . . . . . . . . . . . . . . . . .   78

ARTICLE VI - COVENANTS  . . . . . . . . . . . . . . . . . . . . .   78
     6.1  Access to Information . . . . . . . . . . . . . . . . .   78
6.2  Conduct of Purchaser's and Radiocoms's Respective      
            Businesses Pending the Closing  . . . . . . . . . . .   79
     6.3  Consents and Approvals  . . . . . . . . . . . . . . . .   84
     6.4  Filings with Governmental Bodies  . . . . . . . . . . .   85
     6.5  Other Actions . . . . . . . . . . . . . . . . . . . . .   86
     6.6  Preservation of Records . . . . . . . . . . . . . . . .   86
     6.7  Publicity . . . . . . . . . . . . . . . . . . . . . . .   87
     6.8  Agreements with Respect to Other Transactions . . . . .   87
     6.9  Tax and Accounting Matters  . . . . . . . . . . . . . .   87
     6.10  No Solicitation  . . . . . . . . . . . . . . . . . . .   89

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6.11  Recapitalization; Refinancing of Intercompany Debt  . . . .   90
     6.12  Updates to Disclosure Letters  . . . . . . . . . . . .   90
     6.13  Non-Compete  . . . . . . . . . . . . . . . . . . . . .   90
     6.14  FCC Matters  . . . . . . . . . . . . . . . . . . . . .   91
     6.15  Indemnification; Directors and Officers Insurance  . .   91
     6.16  Pension Schemes  . . . . . . . . . . . . . . . . . . .   92
6.17  Transfer of the Business to Radiocoms and Its         
            Subsidiaries  . . . . . . . . . . . . . . . . . . . .   92

ARTICLE VII - CONDITIONS TO CLOSING . . . . . . . . . . . . . . .   93
7.1  Conditions Precedent to Obligations of Purchaser and   
            Seller  . . . . . . . . . . . . . . . . . . . . . . .   93
     7.2  Conditions Precedent to Obligations of Purchaser  . . .   94
     7.3  Conditions Precedent to Obligations of Seller . . . . .   95

ARTICLE VIII - DOCUMENTS TO BE DELIVERED  . . . . . . . . . . . .   98
     8.1  Documents to be Delivered by Seller . . . . . . . . . .   98
     8.2  Documents to be Delivered by Purchaser  . . . . . . . .   98

ARTICLE IX - INDEMNIFICATION  . . . . . . . . . . . . . . . . . .   99
     9.1  Indemnification . . . . . . . . . . . . . . . . . . . .   99
9.2  Limitations on Indemnification for Breaches of         
            Representations and Warranties  . . . . . . . . . . .  101
     9.3  Indemnification Procedures  . . . . . . . . . . . . . .  101

ARTICLE X - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . .  105
     10.1  Certain Definitions  . . . . . . . . . . . . . . . . .  105
     10.2  Survival of Representations and Warranties . . . . . .  111
     10.3  Expenses . . . . . . . . . . . . . . . . . . . . . . .  112
     10.4  Further Assurances . . . . . . . . . . . . . . . . . .  112
     10.5  Entire Agreement; Amendments and Waivers . . . . . . .  112
     10.6  Governing Law  . . . . . . . . . . . . . . . . . . . .  112
     10.7  Table of Contents and Headings . . . . . . . . . . . .  113
     10.8  Notices  . . . . . . . . . . . . . . . . . . . . . . .  113
     10.9  Severability . . . . . . . . . . . . . . . . . . . . .  114
     10.10  Binding Effect; Assignment  . . . . . . . . . . . . .  114

EXHIBITS                                                              

A      Term Sheet for Redeemable Preference Stock           
   B      Term Sheet for Delayed Drawdown Senior Subordinated Note
C      Term Sheet for Support Services Agreement            
D      Form of Registration Rights Agreement                
E      Term Sheet for Warrants                              

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STOCK PURCHASE AGREEMENT

      STOCK PURCHASE AGREEMENT, dated as of June 18, 1996 (the
"Agreement"), between Intek Diversified Corporation, a Delaware       
corporation ("Purchaser"), and Securicor Communications Limited, a    
corporation formed under the laws of England and Wales ("Seller"), a  
wholly owned indirect subsidiary of Securicor plc and the sole        
shareholder of Securicor Radiocoms Limited, a corporation formed under
the laws of England and Wales ("Radiocoms").                          

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

         WHEREAS, Seller is currently engaged, through Radiocoms and
its Subsidiaries (and previously was engaged through certain          
Affiliates), in the Business (as defined below); and                  

     WHEREAS, (i) as of the date hereof, Seller owns 100,000
     ordinary shares, pound 1.00 par value per share (the "Existing Shares") and
(ii) as of the Closing, Seller will own an aggregate of 100,000       
  deferred shares, pound 1.00 par value per share (the "Deferred Shares"),
and an aggregate of 150,000 ordinary shares, $0.10 par value per share
(the "Ordinary Shares" and, collectively with the Deferred Shares, the
"Shares"), and an aggregate of 20,000 redeemable preference shares,   
$1,000 par value per share (the "Preferred Shares"), of Radiocoms,    
which Shares and Preferred Shares will constitute, at the time of the 
Closing, all of the issued share capital of Radiocoms; and            

        WHEREAS, Radiocoms owns (i) an aggregate of 925,850 shares
of Series I Class B Preferred Stock, $.01 par value per share (the    
"EFJ Shares") of E.F. Johnson Company, a Minnesota corporation        
("EFJ"), and (ii) a warrant providing for the purchase of up to       
291,790 shares of the common stock, $.01 par value per share, of EFJ  
(the "EFJ Warrant"); and                                              

         WHEREAS, Seller desires to sell to Purchaser, and Purchaser
desires to purchase from Seller, the Shares, for the purchase price   
and upon the terms and conditions hereinafter set forth; and          

        WHEREAS, the consummation of the transactions contemplated
hereby is a condition precedent to, and is conditioned upon, the      
consummation of certain other transactions pursuant to that certain   
Sale of Assets and Trademark License Agreement, dated as of the date  
hereof (the "Midland Agreement"), by and among Purchaser, Midland     
International Corporation, a Delaware                                 

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corporation ("Midland US") and a wholly-owned indirect subsidiary of  
Simmonds Capital Limited, an Ontario corporation ("Simmonds"), and    
Simmonds (collectively with each other agreement, document, instrument
or certificate contemplated by the Midland Agreement, the "Other      
Transaction Documents") (the transactions contemplated by the Midland 
Agreement being referred to herein collectively as the "Other         
Transactions" and, together with the transactions contemplated by this
Agreement, as the "Transactions"); and                                

WHEREAS, simultaneously with the execution of this
Agreement, Purchaser has obtained the unconditional written agreement 
(the "Voting Agreement") of Simmonds and RoameR One Holdings, Inc., as
stockholders of Purchaser, (i) to vote all of their respective shares 
of the common stock of Purchaser in favor of the approval of the      
issuance of the Purchaser Shares (as hereinafter defined) pursuant    
hereto and (ii) not to sell, transfer or dispose of any such shares   
prior to the consummation of the Transactions or the termination of   
this Agreement except in accordance with the terms of the Voting      
Agreement; and                                                        

   WHEREAS, the consummation of the Transactions will be
mutually beneficial to Purchaser and Seller; and                      

          WHEREAS, certain terms used in this Agreement are defined in
Section 10.1.                                                         

      NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter contained, the parties    
hereby agree as follows:                                              

 ARTICLE I

 SALE AND PURCHASE OF SHARES

   1.1  Sale and Purchase of Shares.  Upon the terms and
---------------------------             

subject to the conditions contained herein, on the Closing Date,      
Seller shall sell, assign, transfer, convey and deliver to Purchaser, 
and Purchaser shall purchase from Seller, the Shares.                 

ARTICLE II

PURCHASE PRICE AND PAYMENT

          2.1  Amount and Payment of Purchase Price.  In consideration
------------------------------------    

of the sale of the Shares to Purchaser, the Purchaser shall deliver to
Seller, on the Closing Date,                                          

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25,000,000 shares of the common stock, $.01 par value (the "Purchaser 
Common Stock"), of Purchaser (the "Purchaser Shares").                

 ARTICLE III

 CLOSING AND TERMINATION

    3.1  Closing Date.  Subject to the satisfaction of the
------------                            

conditions set forth in Sections 7.1, 7.2 and 7.3 hereof (or the      
waiver thereof by the party or parties entitled to waive that         
condition), the closing of the sale and purchase of the Shares        
provided for in Section 1.1 hereof (the "Closing") shall take place at
10:00 a.m., New York City time, at the offices of Weil, Gotshal &     
Manges LLP, located at 767 Fifth Avenue, New York, New York (or at    
such other place as the parties may designate in writing), five (5)   
Business Days after the conditions listed in Article VII have been    
satisfied or waived or on such other date as Seller and Purchaser may 
designate in writing.  The date on which the Closing shall be held is 
referred to in this Agreement as the "Closing Date."                  

   3.2  Termination of Agreement.  This Agreement may be
------------------------                

terminated prior to the Closing as follows:                           

        (a)  At the election of Seller or Purchaser after December
31, 1996, if the Closing shall not have occurred by the close of      
business on such date, provided that the terminating party is not in  
default of any of its obligations hereunder;                          

     (b)  by mutual written consent of Seller and Purchaser;

        (c)  by Seller or Purchaser, if there shall be in effect a
final nonappealable Order of a Governmental Body of competent         
jurisdiction restraining, enjoining or otherwise prohibiting the      
consummation of the transactions contemplated hereby or the Other     
Transactions; it being agreed that the parties hereto (or Purchaser,  
in the case of any Order that relates solely to the Other             
Transactions) shall promptly appeal any adverse determination which is
not nonappealable (and pursue such appeal with reasonable diligence); 

          (d)  by Seller, if (i) there shall have been a breach of any
representation or warranty on the part of Purchaser set forth in this 
Agreement, or if any representation or warranty of Purchaser shall    
have become untrue, in either case such that the condition set forth  
in Section 7.3(a) would be incapable of being satisfied by December   
31, 1996 (or as otherwise extended) or (ii) there shall have been a   
breach by Purchaser of any of its                                     

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covenants or agreements having a Material Adverse Effect on Purchaser 
and its Subsidiaries, taken as a whole, or materially adversely       
affecting (or materially delaying) the consummation of the            
transactions contemplated hereby or the Other Transactions, and       
Purchaser has not cured such breach within ten Business Days after    
notice by Seller thereof, provided that Seller has not breached any of
its obligations hereunder;                                            

         (e)  by Purchaser, if (i) there shall have been a breach of
any representation or warranty on the part of Seller set forth in this
Agreement or if any representation or warranty of Seller shall have   
become untrue, in either case such that the condition set forth in    
Section 7.2(a) would be incapable of being satisfied by December 31,  
1996 (or as otherwise extended); or (ii) there shall have been a      
breach by Seller of its covenants or agreements hereunder having a    
Material Adverse Effect on the Business or Radiocoms and its          
Subsidiaries, taken as a whole, or materially adversely affecting (or 
materially delaying) the consummation of the transactions contemplated
hereby or the Other Transactions, and Seller has not cured such breach
within ten Business Days after notice by Purchaser thereof, provided  
that Purchaser has not breached any of its obligations hereunder;     

          (f)  by Seller, if the Board of Directors of Purchaser shall
have withdrawn, modified or changed its approval or recommendation of 
this Agreement and the transactions contemplated hereby, or shall have
failed to give such recommendation or to call, give notice of, convene
or hold the Purchaser Stockholders' Meeting in accordance with the    
terms of this Agreement, or shall have adopted any resolution to      
effect any of the foregoing;                                          

          (g)  by Purchaser, if the Board of Directors of Purchaser or
a Special Committee thereof, in its good faith judgment, after        
consultation with independent legal counsel, shall have withdrawn,    
modified or changed its approval or recommendation of this Agreement  
and the transactions contemplated hereby (having determined that it is
necessary to do so in order to comply with its fiduciary duties to    
stockholders under applicable law);                                   

       (h)  by Purchaser or Seller, if Purchaser shall have duly
called and convened the Purchaser Stockholders' Meeting and shall have
failed to obtain the requisite vote of its stockholders; or           

       (i)  by Seller, if, at any time after sixty days from the
date hereof, the closing conditions set forth in Section 7.3(j) or    
Section 7.3(k) shall not be satisfied.                                

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3.3  Procedure Upon Termination.  In the event of 
--------------------------              

termination by Purchaser or Seller pursuant to Section 3.2 hereof,    
written notice thereof shall forthwith be given to the other party,   
and this Agreement shall terminate, and the purchase of the Shares    
hereunder shall be abandoned, without further action by Purchaser or  
Seller.  If this Agreement is terminated, as provided herein, each    
party shall redeliver all documents, work papers and other material of
any other party relating to the transactions contemplated hereby,     
whether so obtained before or after the execution hereof, to the party
furnishing the same, or, promptly following the request of the        
furnishing party, destroy all such documents, work papers or other    
materials.                                                            

 3.4  Effect of Termination.  In the event that this
---------------------                   

Agreement is validly terminated as provided herein, then each of the  
parties shall be relieved of their duties and obligations arising     
under this Agreement after the date of such termination, and such     
termination shall be without liability to Purchaser, Radiocoms or     
Seller; provided, however, that the provisions of this Section 3.4 and
--------  -------                                     

Sections 3.5, 10.3 and 10.6 hereof shall survive any such termination 
and shall be enforceable hereunder; and provided, further, that       
                           --------  -------

nothing in this Section 3.4 shall relieve Purchaser or Seller of any  
liability for a breach of this Agreement.                             

          3.5  Expense Reimbursement.  If this Agreement is terminated
---------------------                   

by Seller pursuant to Section 3.2(f) or by Purchaser pursuant to      
Section 3.2(g), Purchaser shall reimburse Seller and its Affiliates   
(not later than ten business days after the submission of statements  
therefor) for all documented out-of-pocket fees and expenses actually 
and reasonably incurred by any of them or on their behalf in          
connection with the consummation of all transactions contemplated by  
this Agreement (including, without limitation, fees payable to        
investment bankers, counsel to any of the foregoing, and accountants);
provided, however, that such expense reimbursement shall be payable   
--------  -------                                                     

only if (i)(a) after the date hereof and prior to such termination,   
Purchaser (or its agents) had negotiations with a view towards a Third
Party Acquisition or furnished information to a Third Party with a    
view towards a Third Party Acquisition and (b) Purchaser consummates a
Third Party Acquisition within twelve months following any such       
termination, (ii)(a) after the date hereof and prior to such          
termination a Third Party (other than an Third Party referred to in   
clause (a)(i)) submitted a proposal for a Third Party Acquisition to  
Purchaser (or its agents), or expressed an interest in a Third Party  
Acquisition to Purchaser (or its agents) and (b) Purchaser consummates
a Third Party Acquisition with such Third Party or an Affiliate       
thereof within twelve months following any such termination or        
(iii) Purchaser                                                       

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accepted a proposal for a Third Party Acquisition on or prior to the  
date of termination pursuant to Section 3.2(f) or Section 3.2(g).     

          "Third Party Acquisition" means the occurrence of any of the
following events:  (i) the acquisition of Purchaser by merger or      
otherwise by any Person (which includes a "person" as such term is    
defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended) or entity other than Seller or any Affiliate thereof (a      
"Third Party"); (ii) the acquisition by a Third Party of more than 50%
of the total assets of Purchaser and its subsidiaries, taken as a     
whole; or (iii) the acquisition by a Third Party of 50% or more of the
outstanding shares of Purchaser Common Stock.                         

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

      Seller hereby represents and warrants to Purchaser that:

         4.1  Organization and Good Standing.  Each of Radiocoms and
------------------------------          

Seller is a corporation duly organized, validly existing and in good  
standing under the Laws of England and Wales.  EFJ is a corporation   
validly existing and in good standing under the Laws of Minnesota.    
Each of Radiocoms, Seller, and, to the knowledge of Seller, EFJ, has  
all requisite corporate power and authority to own, lease and operate 
its properties and to carry on its business as now conducted.         
Radiocoms is duly qualified or authorized to do business as a foreign 
corporation and is in good standing under the Laws of each juris-     
diction in which it owns or leases real property and each other       
jurisdiction in which the conduct of its business or the ownership of 
its properties requires such qualification or authorization, except   
where the failure to be so qualified or authorized could not          
reasonably be expected to have a Material Adverse Effect on Radiocoms 
and its Subsidiaries, taken as a whole.  Radiocoms is not subject to  
any agreement, commitment or understanding which restricts or may     
restrict the conduct of the Business in any jurisdiction or location  
in any material respect.  Copies of the Memorandum of Association and 
Articles of Association (together with all amendments thereto) of     
Radiocoms and the articles of incorporation of EFJ have heretofore    
been provided or made available to Purchaser and such copies are true,
correct and complete copies of such instruments.                      

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        4.2  Authorization of Agreement.  Seller has all requisite
--------------------------              

power, authority and legal capacity to execute and deliver this       
Agreement and each other agreement, document, instrument or           
certificate contemplated by this Agreement or to be executed by Seller
in connection with the consummation of the transactions contemplated  
by this Agreement (together with this Agreement, the "Seller          
Documents"), and to consummate the transactions contemplated hereby   
and thereby.  The execution and delivery of this Agreement and each of
the Seller Documents has been duly and validly authorized by the Board
of Directors of Seller, and no other corporate proceedings on the part
of Seller will be necessary to authorize this Agreement and the       
transactions contemplated hereby or the Other Transactions.  Assuming 
the due authorization, execution and delivery by the other parties    
hereto and thereto, this Agreement constitutes, and each of the Seller
Documents when executed and delivered will constitute, legal, valid   
and binding obligations of Seller, enforceable against Seller         
in accordance with their respective terms, subject to applicable      
bankruptcy, insolvency, reorganization, moratorium and similar Laws   
affecting creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles 
of commercial reasonableness, good faith and fair dealing (regardless 
of whether enforcement is sought in a proceeding at law or in equity) 
(the "Bankruptcy Exception").                                         

4.3  Capitalization.                              
--------------                          

         (a)  As of the date hereof, the authorized capital stock of
(i) Radiocoms consists of 100,000 Existing Shares (ii) EFJ consists of
10,000,000 common shares, $.01 par value per share, 80,000 shares of  
preferred stock, $100.00 par value per share, and 2,000,000 shares of 
Class B Preferred Stock, $.01 per value per share.  As of the date    
hereof, there are (i) 100,000 Existing Shares issued and outstanding  
and no shares of any class are held by Radiocoms as treasury stock and
(ii) to the knowledge of Seller, 10,000,000 shares of common stock of 
EFJ, 80,000 shares of preferred stock of EFJ and 2,000,000 shares of  
Class B Preferred Stock of EFJ issued and outstanding.  As of the     
Closing Date, there will be 100,000 Deferred Shares, 150,000 Ordinary 
Shares and 20,000 shares of Radiocoms Preferred Stock issued and      
outstanding, and no shares of any class will be held by Radiocoms as  
treasury stock.  All of the Existing Shares were duly authorized for  
issuance and are validly issued, fully paid and non-assessable.  Upon 
issuance thereof prior to the Closing, all of the Shares and the      
Preferred Shares will have been duly authorized for issuance and      
validly issued, fully paid and non-assessable.  To the knowledge of   
Seller, the EFJ Shares and the                                        

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EFJ Warrant were duly authorized for issuance and are validly issued, 
fully paid and non-assessable.                                        

        (b)  Except for the EFJ Warrant or as set forth in Section
4.3(b) of the disclosure letter delivered by Seller to Purchaser on   
the date hereof (the "Radiocoms Disclosure Letter"), there is no      
existing option, warrant, call, right, commitment or other agreement  
of any character to which Seller or Radiocoms or, to the knowledge of 
Seller, EFJ is a party requiring, and there are no securities of      
Radiocoms or, to the knowledge of Seller, EFJ, as the case may be,    
outstanding which upon conversion or exchange would require, the      
issuance, sale or transfer of any additional shares of capital stock  
or other equity securities of Radiocoms or EFJ, as the case may be, or
other securities convertible into, exchangeable for or evidencing the 
right to subscribe for or purchase shares of capital stock or other   
equity securities of Radiocoms or EFJ, as the case may be.  Except as 
set forth in Section 4.3(b) of the Radiocoms Disclosure Letter,       
neither Seller nor Radiocoms, nor, to the knowledge of Seller, EFJ is 
a party to any voting trust or other voting agreement with respect to 
any of the shares of Common Stock or the EFJ Shares or to any         
agreement relating to the issuance, sale, redemption, transfer or     
other disposition of the capital stock of Radiocoms or EFJ, as the    
case may be, except for the EFJ Warrant.                              

4.4  Subsidiaries.                                
------------                            

          (a)  Set forth in Section 4.4(a) of the Radiocoms Disclosure
Letter is the name of each of the Subsidiaries of Radiocoms and any   
Affiliate of Radiocoms that is conducting (including through ownership
of properties or through its employees) (or has conducted during the  
periods covered by the Radiocoms Financial Statements) the Business (a
"Relevant Affiliate") and, with respect to each such Subsidiary or    
Relevant Affiliate, the jurisdiction in which it is incorporated, the 
number of shares of its authorized capital stock, the number and class
of shares thereof duly issued and outstanding, the names of all       
stockholders and the numbers of shares of stock owned by each         
stockholder.  Each such stockholder is the record and beneficial owner
of the shares set forth opposite its name in Section 4.4(a) of the    
Radiocoms Disclosure Letter.  The outstanding shares of capital stock 
of each Subsidiary of Radiocoms have been duly authorized, validly    
issued and fully paid and are non-assessable.                         

   (b)  All shares of Subsidiaries that are set forth in
Section 4.4(a) of the Radiocoms Disclosure Letter are owned by such   
stockholders free and clear of all Liens.  No shares of capital stock 
are held by any Subsidiary of Radiocoms as treasury stock.            

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        (c)  None of the Subsidiaries of Radiocoms has outstanding
or authorized subscriptions, options, warrants, calls, rights,        
commitments or any other agreements of any character obligating any of
them to issue, sell or transfer any shares of its capital stock or    
other equity interests or any securities convertible into or          
evidencing the right to subscribe for or purchase any shares of such  
stock or other equity interests with any Person, and there are no     
agreements or understandings with respect to the voting, sale or      
transfer of shares of the capital stock of any Subsidiary of Radiocoms
to which Radiocoms or any Subsidiary thereof is a party.              

     (d)  Each Subsidiary of Radiocoms is a corporation duly
organized, validly existing and in good standing under the Laws of the
jurisdiction of its incorporation.  Each Subsidiary of Radiocoms has  
full corporate power and authority to own, lease and operate its      
properties and to carry on its business as it is now being conducted. 
Each Subsidiary of Radiocoms is duly qualified and in good standing as
a foreign corporation under the Laws of each jurisdiction in which the
conduct of its business or the ownership of its assets requires such  
qualification, except where the failure to be so qualified could not  
reasonably be expected to have a Material Adverse Effect on Radiocoms 
and its Subsidiaries, taken as a whole.  No Subsidiary of Radiocoms is
subject to any agreement, commitment or understanding which restricts 
or may restrict the conduct of the Business in any jurisdiction or    
location in any material respect.  Copies of the Memorandum of        
Association and Articles of Association or equivalent organizational  
documents (together with all amendments thereto) of each Subsidiary of
Radiocoms have heretofore been provided or made available to Purchaser
and such copies are true, correct and complete copies of such         
instruments.                                                          

         (e)  Except as set forth in Section 4.4(e) of the Radiocoms
Disclosure Letter, neither Radiocoms nor any of its Subsidiaries owns,
beneficially or of record, any shares of capital stock or any other   
security of any corporation or other legal entity, or has any option  
or obligation to acquire any such stock or other security, or has any 
investments in securities or owns, directly or indirectly, any        
interest in any partnership, joint venture or other business          
enterprise.                                                           

        4.5  Corporate Records.  The minute books of Radiocoms and
-----------------                       

each of its Subsidiaries previously made available to Purchaser       
contain complete and accurate records, in all material respects, of   
all meetings, and accurately reflect, in all material respects, all   
other corporate actions of the stockholders and board of directors    
(including committees thereof) of Radiocoms and each of its           
Subsidiaries.  The stock                                              

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certificate books and stock transfer ledgers of Radiocoms and its     
Subsidiaries previously made available to the Purchaser are true,     
correct and complete.  All stock transfer taxes levied or payable with
respect to all transfers of shares of Radiocoms and its Subsidiaries  
prior to the date hereof (if any) have been paid and appropriate      
transfer tax stamps affixed.                                          

4.6  Conflicts; Consents of Third Parties.        
------------------------------------    

       (a)  None of the execution and delivery by Seller of this
Agreement and the Seller Documents, the consummation of the transac-  
tions contemplated hereby or thereby (including, without limitation,  
the transaction referred to in the second sentence of Section 4.7), or
compliance by Seller with any of the provisions hereof or thereof do  
or will (i) conflict with, or result in the breach of, any provision  
of the Memorandum of Association or Articles of Association or        
comparable organizational documents of Seller, Radiocoms or any of    
Radiocoms's Subsidiaries or Relevant Affiliates; (ii) conflict with,  
violate, result in the breach or termination of, or constitute a      
default under any note, bond, mortgage, indenture, license, agreement 
or other instrument or obligation to which Seller, Radiocoms or any of
its Subsidiaries or Relevant Affiliates is a party or by which Seller,
Radiocoms or any of its Subsidiaries or Relevant Affiliates or any of 
their respective properties or assets is bound, including, without    
limitation, the EFJ Shareholders' Agreement (as hereinafter defined)  
and any other such agreement that relates in any way to the EFJ Shares
or the EFJ Warrant; (iii) violate any statute, rule, regulation, order
or decree of any Governmental Body by which Seller, Radiocoms or any  
of its Subsidiaries or Relevant Affiliates is bound; or (iv) result in
the creation of any Lien upon the properties or assets of Seller,     
Radiocoms or any of its Subsidiaries or Relevant Affiliates except, in
case of clauses (ii), (iii) and (iv), for such violations, breaches or
defaults as could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on Radiocoms and its       
Subsidiaries, taken as a whole, or materially delay the consummation  
of the transactions contemplated hereby.                              

 (b)  No consent, waiver, approval, Order, Permit or
authorization of, or declaration or filing with, or notification to,  
any Person or Governmental Body is required on the part of Seller,    
Radiocoms or any Subsidiary or Relevant Affiliate of Radiocoms in     
connection with the execution and delivery of this Agreement or the   
Seller Documents, or the compliance by Seller or any of its Relevant  
Affiliates with any of the provisions hereof or thereof, except       
(i) for compliance with the applicable requirements of the HSR Act,   
(ii) for amendments to Seller's Schedule 13D filing with respect to   
Purchaser to reflect the                                              

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execution of this Agreement and the consummation of the Transactions, 
and (iii) where the failure to obtain such consent, waiver, approval, 
Order, Permit or authorizations, or to make such declaration or       
filing, could not, individually or in the aggregate, reasonably be    
expected to have a Material Adverse Effect on Radiocoms and its       
Subsidiaries, taken as a whole, or materially delay the consummation  
of the transactions contemplated hereby.                              

     4.7  Ownership and Transfer of Shares; Ownership of EFJ
          --------------------------------------------------

Shares and EFJ Warrant.  Seller is the sole record and beneficial     
----------------------                                                

owner of the Existing Shares (and, as of the Closing, Seller will be  
the sole record and beneficial owner of the Shares), and, except as   
set forth in Section 4.7 of the Radiocoms Disclosure Letter, Radiocoms
is the sole record and beneficial owner of the EFJ Shares and the EFJ 
Warrant, in each case free and clear of any and all Liens, except (in 
the case of the EFJ Warrant and the EFJ Warrant) for that certain     
Shareholders Agreement, dated as of March 14, 1995, among certain     
shareholders of E.F. Johnson Company (the "EFJ Shareholders' Agree-   
ment"), to which the EFJ Shares, and any shares issuable pursuant to  
the EFJ Warrant, are subject.  The EFJ Shares and the EFJ Warrant     
constitute all of the securities of EFJ owned or held by Radiocoms or 
any of its Affiliates, and were transferred to Radiocoms by Securicor 
Communications Inc. in exchange for a one-year note of Radiocoms (the 
"EFJ Note") in an aggregate principal amount of $10,000,000 on June   
17, 1996.  Seller has the corporate power and authority to sell,      
transfer, assign and deliver the Shares, and such delivery will convey
to Purchaser good and marketable title to the Shares, free and clear  
of any and all Liens.                                                 

 4.8  Financial Statements.  Seller has delivered to
--------------------                    

Purchaser copies of (a) the audited consolidated balance sheet of     
Radiocoms and its Subsidiaries as at September 30, 1995, and the      
related audited consolidated statements of income and of cash flows of
Radiocoms and its Subsidiaries (determined as of September 30, 1995)  
for the year then ended and (b) the unaudited consolidated balance    
sheet of Radiocoms and its Subsidiaries as at March 31, 1996, and the 
related statements of income and cash flows of Radiocoms and its      
Subsidiaries (determined as of March 31, 1996) for the six-month      
period then ended (the "Interim Statements") (such audited and        
unaudited statements, including the related notes and schedules       
thereto, are referred to herein as the "Radiocoms Financial           
Statements").  Each of the Radiocoms Financial Statements (i) is      
complete and correct in all material respects, (ii) has been prepared 
in accordance with GAAP (subject to normal year-end adjustments in the
case of the Interim Statements), in accordance with the books and     
records of Radiocoms and its Subsidiaries and in conformity with the  

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practices consistently applied by Radiocoms without modification of   
the accounting principles used in the preparation thereof, except that
such financial statements have been conformed to GAAP and except as   
set forth in Section 4.8 of the Radiocoms Disclosure Letter,          
(iii) except for the issuance of the Shares and the Preferred Shares, 
the transfer of the EFJ Shares and EFJ Warrant to Radiocoms, and the  
cancellation of intercompany indebtedness, reflects all transactions  
relating to the Business including, without limitation, operations of 
Radiocoms and the Subsidiaries and any transaction with Securicor plc 
or its Subsidiaries, and (iv) presents fairly the financial position, 
results of operations and cash flows of Radiocoms and its Subsidiaries
as at the dates and for the periods indicated.  The Pro Forma Balance 
Sheet (as defined in Section 6.9(c)) will present fairly the financial
position of Radiocoms and its Subsidiaries on a pro forma basis as at 
the date indicated, as adjusted as described in Section 6.9(c), in    
accordance with GAAP (subject to normal year-end adjustments).        

   For the purposes hereof, the audited balance sheet of
Radiocoms as at September 30, 1995 and the unaudited balance sheet of 
Radiocoms as at March 31, 1996, respectively, are referred to as the  
"Radiocoms Balance Sheet" and the "March Radiocoms Balance Sheet,"    
respectively, and September 30, 1995 and March 31, 1996, respectively,
are referred to as the "Radiocoms Balance Sheet Date" and the "March  
Radiocoms Balance Sheet Date," respectively.                          

 4.9  No Undisclosed Liabilities.  Radiocoms and its
--------------------------              

Subsidiaries have no indebtedness, obligations or liabilities of any  
kind (whether accrued, absolute, contingent or otherwise, and whether 
due or to become due) (a) that would be required by GAAP to be        
reflected in, reserved against or otherwise described in the          
consolidated balance sheet of Radiocoms and its Subsidiaries          
(including the notes thereto) or (b) which could reasonably be        
expected to have a Material Adverse Effect on Radiocoms and its       
Subsidiaries, taken as a whole, except (i) as set forth on the March  
Radiocoms Balance Sheet or in the notes thereto, (ii) for liabilities 
and obligations incurred in the ordinary course of business consistent
with past practice since the March Radiocoms Balance Sheet Date and   
(iii) as set forth in Section 4.9 of the Radiocoms Disclosure Letter. 

         4.10  Absence of Certain Developments.  Except as expressly
-------------------------------       

contemplated by this Agreement or as set forth in Section 4.10 of the 
Radiocoms Disclosure Letter, since the Radiocoms Balance Sheet Date:  

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         (a)  there has not been any Material Adverse Change nor has
there occurred any event which is reasonably likely to result in a    
Material Adverse Change with respect to the Business or Radiocoms and 
its Subsidiaries, taken as a whole;                                   

      (b)  there has not been any damage, destruction or loss,
whether or not covered by insurance, with respect to the property and 
    assets of the Business having a replacement cost of more than pound 10,000
for any single loss or pound 10,000 for all such losses;              

       (c)  there has not been any declaration, setting aside or
payment of any dividend or other distribution in respect of any shares
of capital stock of Radiocoms or any of its Subsidiaries or any       
repurchase, redemption or other acquisition by Seller, Radiocoms or   
any Subsidiary of Radiocoms of any outstanding shares of capital stock
or other securities of, or other ownership interest in, Radiocoms or  
any of its Subsidiaries, except for (i) dividends to Radiocoms by any 
of its wholly owned Subsidiaries and (ii) Seller's acquisition of the 
Shares and the Preferred Shares as contemplated by this Agreement;    

    (d)  neither Radiocoms nor any or its Subsidiaries has
issued any equity securities or any securities convertible into or    
exchangeable for equity securities of Radiocoms or any of its         
Subsidiaries, other than the Shares and the Preferred Shares;         

   (e)  neither Radiocoms nor any of its Subsidiaries or
Relevant Affiliates has awarded or paid any bonuses to employees of   
the Business or Radiocoms with respect to the fiscal year ended       
September 30, 1995 and the period ended March 31, 1996, except to the 
extent accrued on the Radiocoms Balance Sheet or the March Radiocoms  
Balance Sheet, or entered into any employment, deferred compensation, 
severance or similar agreement (or amended any such agreement) or     
agreed to increase the compensation payable or to become payable by it
to any of its directors, officers, employees, agents or               
representatives or agreed to increase the coverage or benefits        
available under any severance pay, termination pay, vacation pay,     
company awards, salary continuation for disability, sick leave,       
deferred compensation, bonus or other incentive compensation,         
insurance, pension or other employee benefit plan, payment or arrange-
ment made to, for or with such directors, officers, employees, agents 
or representatives (other than normal increases in the ordinary course
of business consistent with past practice and that in the aggregate   
have not resulted in a material increase in the benefits or compens-  
ation expense of Radiocoms and its Subsidiaries, taken as a whole);   

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       (f)  there has not been any change by Radiocoms or any of
its Subsidiaries or Relevant Affiliates in accounting or Tax reporting
principles, methods or policies relating to the Business;             

   (g)  neither Radiocoms nor any of its Subsidiaries or
Relevant Affiliates has entered into any transaction or Contract or   
conducted its business related to the Business other than in the ordi-
nary course consistent with past practice, and no Relevant Affiliate  
of Radiocoms has entered into any transaction or Contract or conducted
any business related to the Business other than in the ordinary course
consistent with past practice, except for the acquisition by Radiocoms
of the EFJ Shares, the EFJ Warrant and the issued and outstanding     
capital stock of Linear Modulation Technology Limited ("LMT") and     
Securicor Electronics Limited ("SEL");                                

   (h)  neither Radiocoms nor any of its Subsidiaries or
Relevant Affiliates has failed to promptly pay and discharge current  
liabilities of the Business, except where disputed in good faith by   
appropriate proceedings;                                              

         (i)  neither Radiocoms nor any of its Subsidiaries has made
any loans (other than as evidenced by the EFJ Note), advances or      
capital contributions to, or investments in, any Person or paid any   
fees or expenses to Seller or any Affiliate of Seller;                

   (j)  neither Radiocoms nor any of its Subsidiaries or
Relevant Affiliates has mortgaged, pledged or subjected to any Lien   
any assets related to the Business, or acquired any assets or sold,   
assigned, transferred, conveyed, leased or otherwise disposed of any  
assets of Radiocoms or its Subsidiaries or Relevant Affiliates related
to the Business, except for (i) assets acquired or sold, assigned,    
transferred, conveyed, leased or otherwise disposed of in the ordinary
course of business consistent with past practice, (ii) the transfer of
the ownership of the issued and outstanding capital stock of LMT and  
SEL from Seller to Radiocoms on May 14, 1996 and (iii) the acquisition
by Radiocoms of the EFJ Shares and the EFJ Warrant from Securicor     
Communications Inc. on June 17, 1996;                                 

   (k)  neither Radiocoms nor any of its Subsidiaries or
Relevant Affiliates has discharged or satisfied any Lien related to   
the Business, or paid any obligation or liability (fixed or           
contingent) related to the Business, except (i) in the ordinary course
of business consistent with past practice and which, in the aggregate,
would not be material to Radiocoms and its Subsidiaries, taken as a   
whole, and (ii) for the refinancing of                                

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all of the outstanding indebtedness owed by Radiocoms to Seller and   
its Affiliates in connection with the issuance of the Preferred       
Shares;                                                               

   (l)  neither Radiocoms nor any of its Subsidiaries or
Relevant Affiliates has canceled or compromised any debt or claim     
related to the Business or amended, canceled, terminated,             
relinquished, waived or released any Contract or right related to the 
Business except in the ordinary course of business consistent with    
past practice and which, in the aggregate, would not be material to   
the Business or Radiocoms and its Subsidiaries, taken as a whole;     

   (m)  neither Radiocoms nor any of its Subsidiaries or
Relevant Affiliates has instituted or settled any material Legal Pro- 
ceeding related to the Business;                                      

   (n)  neither the Business nor Radiocoms or any of its
Subsidiaries has suffered any extraordinary loss or extraordinary     
losses (as defined in Opinion No. 30 of the Accounting Principles     
Board of the American Institute of Certified Public Accountants and   
any amendments or interpretations thereof) (individually, an          
"Extraordinary Loss" and, collectively, "Extraordinary Losses");      

   (o)  neither Radiocoms nor any of its Subsidiaries or
Relevant Affiliates has transferred or granted any material rights    
under any concessions, leases, licenses, agreements, patents,         
inventions, trademarks, trade names, service marks, brandmarks, brand 
names, copyrights or the like, or with respect to any know-how, in any
case related to the Business;                                         

   (p)  neither Radiocoms nor any of its Subsidiaries or
Relevant Affiliates has received any notice or citation for any       
violation of, nor, to the knowledge of Seller, has any complaint been 
filed with the Department of Trade and Industry ("DTI") alleging a    
violation of any rule, regulation or policy of the DTI related to the 
Business, or allowed any equipment authorization related to the       
Business issued by the FCC to Radiocoms or any of its Subsidiaries or 
Relevant Affiliates to lapse or be impaired in any manner, or operated
any of its businesses related to the Business in any manner not in    
compliance with its FCC equipment authorizations and all applicable   
DTI or FCC rules, regulations and policies; and                       

          (q)  none of Seller or its Relevant Affiliates (on behalf of
Radiocoms or any Subsidiary thereof), Radiocoms or any Subsidiary of  
Radiocoms has agreed to do anything set forth in this Section 4.10.   

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4.11  Taxes.                                      
-----                                 

          (a)  (A) All material Tax Returns required to be filed by or
on behalf of Radiocoms and each of its Subsidiaries and Relevant      
Affiliates, or the Affiliated Group(s) of which any of them is or was 
a member, have been duly and timely filed with the appropriate taxing 
authorities in all jurisdictions in which such Tax Returns are        
required to be filed (after giving effect to any valid extensions of  
time in which to make such filings), and all such Tax Returns were    
true, complete and correct in all material respects; (B) all Taxes    
payable by or on behalf of Radiocoms, its Subsidiaries and Relevant   
Affiliates, either directly, as part of an Affiliated Group Tax       
Return, or otherwise, have been fully and timely paid, except to the  
extent adequately reserved for in accordance with GAAP on the March   
Radiocoms Balance Sheet, and adequate reserves or accruals for Taxes  
related to the Business have been provided in accordance with GAAP on 
the March Radiocoms Balance Sheet with respect to any period through  
the date thereof for which Tax Returns have not yet been filed or for 
which Taxes are not yet due and owing; and (C) no agreement, waiver or
other document or arrangement extending or having the effect of       
extending the period for assessment or collection of Taxes related to 
the Business (including, but not limited to, any applicable statute of
limitation) has been executed or filed with any taxing authority by or
on behalf of Radiocoms or any of its Subsidiaries or Relevant         
Affiliates, or any Affiliated Group(s) of which any of them is or was 
a member.                                                             

      (b)  Radiocoms and each of its Subsidiaries and Relevant
Affiliates has complied in all material respects with all applicable  
Laws, rules and regulations relating to the payment and withholding of
Taxes related to the Business and has duly and timely withheld from   
employee salaries, wages and other compensation related to the        
Business and has paid over to the appropriate taxing authorities all  
amounts required to be so withheld and paid over for all periods under
all applicable Laws.                                                  

    (c)  Purchaser has received (A) complete copies of all
material income, franchise or corporation Tax Returns of Radiocoms and
each of its Subsidiaries and Relevant Affiliates (or, in the case of  
Tax Returns filed for an Affiliated Group, the portion of such Tax    
Returns relating to Radiocoms or any of its Subsidiaries or Relevant  
Affiliates) relating to the taxable periods since October 1, 1993 and 
(B) details of all material issues of which Seller has knowledge      
raised by any taxing authority within the last six years relating to  
any material Taxes due from Radiocoms and each of its Subsidiaries and
Relevant Affiliates with respect to the income, assets or operations  
of the Business.                                                      

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    (d)  No claim has been made by a taxing authority in a
jurisdiction where Radiocoms or any of its Subsidiaries or Relevant   
Affiliates does not file an income, franchise or corporation Tax      
Return such that Radiocoms or such Subsidiary or Relevant Affiliate is
or may be subject to taxation related to the Business by that         
jurisdiction.                                                         

     (e)  All deficiencies asserted or assessments made as a
result of any examinations by any taxing authority of the Tax Returns 
of or covering or including Radiocoms and/or its Subsidiaries or      
Relevant Affiliates have been fully paid, and there are no other      
audits or investigations by any taxing authority in progress, nor have
Seller, Radiocoms or any of its Subsidiaries or Relevant Affiliates   
received any written notice from any taxing authority that it intends 
to conduct such an audit or investigation with respect to the         
Business.  No request for a ruling, clearance or a determination      
letter related to the Business is pending with any taxing authority.  
No issue has been raised in writing by any taxing authority in any    
current or prior examination which, by application of the same or     
similar principles, could reasonably be expected to result in a       
proposed deficiency against Radiocoms or any Subsidiary or Relevant   
Affiliate for any subsequent taxable period that could be material.   

    (f)  Neither Radiocoms (except with one or more of its
Subsidiaries or Relevant Affiliates) nor any Subsidiary or Relevant   
Affiliate (except with Radiocoms or another Subsidiary or Relevant    
Affiliate) is a party to any Tax Sharing Agreement or similar         
agreement or arrangement (whether or not written) pursuant to which it
will have any obligation to make any payments after the Closing.      

          (g)  There are no liens as a result of any unpaid Taxes upon
any of the assets of Radiocoms or any of its Subsidiaries or Relevant 
Affiliates.                                                           

          (h)  Radiocoms, its Subsidiaries and its Relevant Affiliates
have not made any payment to or provided any benefit for any of its   
officers, employees, former officers or former employees and have not 
made or agreed to make a payment of an income nature which would not  
be allowable as a deduction in computing its profits for corporation  
tax purposes except in the ordinary course of business.               

         (i)  As of the Closing, Radiocoms and its Subsidiaries will
have received payment equal to the tax benefit obtained by the        
claimant company for all amounts surrendered as group relief          

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in accordance with Section 402 of the Income and Corporation Taxes Act
1988.                                                                 

   (j)  Neither Radiocoms nor any of its Subsidiaries or
Relevant Affiliates has acquired any of its assets by virtue of a     
transfer from a group company under Section 171 of the Taxation of    
Chargeable Gains Act 1992, except for those specified in Section      
4.11(j) of the Radiocoms Disclosure Letter.                           

  (k)  No claim has been made under Section 152 of the
Taxation of Chargeable Gains Act 1992, which affects the amount of the
consideration which would be allowable under Section 8 of the Taxation
of Chargeable Gains Act 1992 on a disposal of an asset by Radiocoms or
its Subsidiaries or Relevant Affiliates.                              

 (l)  Except for the issuances of the Shares and the
Preferred Shares contemplated by this Agreement, Radiocoms, its       
Subsidiaries and its Relevant Affiliates have at no time after April  
6, 1965 repaid, redeemed or purchased or agreed to repay, redeem or   
purchase, or granted an option under which it may become liable to    
purchase, any shares of any class of its issued share capital nor have
they after that date capitalized or agreed to capitalize in the form  
of shares or debentures any profits or reserves of any class or       
description or otherwise issued or agreed to issue any share capital  
other than for the receipt of a new consideration (within the meaning 
of Part VI of the Income and Corporation Taxes Act 1988) or passed or 
agreed to pass any resolution to do so.                               

      (m)  No securities (within the meaning of Part VI of the
Income and Corporation Taxes Act 1988) issued by Radiocoms or any of  
its Subsidiaries and its Relevant Affiliates remaining in issue at the
date of the Closing were issued in such circumstances that any        
interest or any other distribution out of assets in respect thereof   
falls to be treated as a distribution under Section 209(2)(d), (da) or
(e).                                                                  

   (n)  Neither Radiocoms nor any of its Subsidiaries or
Relevant Affiliates has received any capital distribution to which the
provisions of Section 189 of the Taxation of Chargeable Gains Act 1992
could apply.                                                          

          (o)  Except as disclosed in Section 4.11(o) of the Radiocoms
Disclosure Letter, no asset of Radiocoms or its Subsidiaries or       
Relevant Affiliates shall be deemed under Sections 178 or 179 of the  
Taxation of Chargeable Gains Act 1992 to have been disposed of and    
reacquired by virtue of or in consequence of the entering into or     
performance of this Agreement or any other event since the Radiocoms  
Balance Sheet Date.                                                   

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   (p)  Neither Radiocoms nor any of its Subsidiaries or
Relevant Affiliates has been a party to or otherwise involved in any  
arrangement of which the main purpose was the avoidance of liability  
to taxation or any transaction to which any of the following          
provisions could apply:                                               

               (i)  Sections 29-34 of the Taxation of Chargeable Gains
Act 1992;                                                   

          (ii)  Sections 116-118 of the Income and Corporation
Taxes Act 1988;                                             

          (iii)  Section 399 of the Income and Corporation Taxes
Act 1988; or                                                

             (iv)  Sections 729-746 or Sections 774-778 of Part XVII
of the Income and Corporation Taxes Act 1988.               

4.12  Real Property.                              
-------------                         

     (a)  Section 4.12(a) of the Radiocoms Disclosure Letter
describes (i) all real property and all interests therein owned of    
record or beneficially by Radiocoms or any of its Subsidiaries or, by 
any Relevant Affiliate of Radiocoms and occupied by or used in the    
Business (the "Radiocoms Real Properties"), (ii) all leases of real   
property directly or principally related to the Business or to which  
Radiocoms or any of its Subsidiaries is a party or by which Radiocoms 
or any of its Subsidiaries is bound and (iii) the purposes for which  
such properties are used.  True, correct and complete copies of all   
documents referred to in Section 4.12(a) of the Radiocoms Disclosure  
Letter have been delivered or made available to Purchaser.            

        (b)  (i)  Radiocoms or one of its Subsidiaries or Relevant
 Affiliates (which Relevant Affiliate is identified in Section
4.12(a) of the Radiocoms Disclosure Letter) has (A) good and
     marketable title to the Radiocoms Real Properties, free and clear
   of all Liens except for imperfections of title, if any, that do
 not materially detract from the value of the property subject
  thereto, or materially interfere with the manner in which such
     property is currently being used or is proposed to be used in the
  Business by Radiocoms or any of its Subsidiaries or materially
    impair the operations of the Business or Radiocoms or any of its
 Subsidiaries and which do not secure obligations for borrowed
money used in the Business or the deferred portion of the   
purchase price of acquired property used in the Business    
(collectively, the "Radiocoms Permitted Encumbrances"), and 
(B) all material easements and rights,                      

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   including, but not limited to, easements for power lines, water
  lines, sewers, roadways and other means of ingress and egress,
     necessary to conduct the business conducted on the Radiocoms Real
     Properties; and none of the Liens set forth in Section 4.12(b) of
  the Radiocoms Disclosure Letter has had or could reasonably be
 expected to have a Material Adverse Effect on the Business or
Radiocoms and its Subsidiaries, taken as a whole;           

           (ii)  Neither the whole nor any portion of any of the
    Radiocoms Real Properties is subject to any pending condemnation
   or similar proceeding by any Governmental Body, and Seller does
  not know that any such condemnation or taking is threatened or
contemplated;                                               

            (iii)  Neither Radiocoms nor any of its Subsidiaries is,
     or as of the Closing Date will be, in violation of any applicable
  Law or Order relating to the Radiocoms Real Properties, except
where the failure to be in compliance with such Law or Order
could not reasonably be expected to have a Material Adverse 
   Effect on the Business or Radiocoms and its Subsidiaries, taken
 as a whole, and no notice from any Governmental Body has been
  served upon Radiocoms or any of its Subsidiaries or Affiliates
   claiming any material violation thereof or calling attention to
the need for any material work, repairs, construction,      
     alterations, installations on or in connection with said owned or
     leased real properties used in connection with the Business or by
Radiocoms and its Subsidiaries;                             

            (iv)  Radiocoms or one of its Subsidiaries or Relevant
    Affiliates has obtained all permits, licenses or certificates of
    occupancy pertaining to the ownership or operation of any of the
   owned or leased real properties of the Business or Radiocoms or
any of its Subsidiaries (including, without limitation, the 
    Radiocoms Real Properties) that are required to be obtained from
     any Governmental Body by a Relevant Affiliate (in connection with
    the Business) or by Radiocoms or any of its Subsidiaries, except
where the failure to obtain such permits, licenses or       
 certificates of occupancy could not reasonably be expected to
  have a Material Adverse Effect on the Business or on Radiocoms
and its Subsidiaries, taken as a whole;                     

               (v)  Each of the leases of real property referred to in
     Section 4.12(a) above is valid and enforceable in accordance with
    its terms, subject to the Bankruptcy Exception, and there is not
under any such lease any                                    

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   existing breach, default, event of default or event which, with
   notice and/or lapse of time, would constitute a breach, default
   or event of default (A) by Radiocoms or any of its Subsidiaries
    or Relevant Affiliates or (B) to the knowledge of Seller, by any
    other party to any such lease, except where such breach, default
  or event of default could not reasonably be expected to have a
Material Adverse Effect on the Business or Radiocoms and its
Subsidiaries, taken as a whole;                             

              (vi)  No previous or current party to any such lease has
 given notice of or made a claim with respect to any breach or
default, the consequences of which, individually or in the  
aggregate, could reasonably be expected to have a Material  
     Adverse Effect on the Business or Radiocoms and its Subsidiaries,
taken as a whole;                                           

        (vii)  None of the rights of Radiocoms or any of its
     Subsidiaries or Relevant Affiliates under any of such leases will
  be subject to termination or modification as the result of the
    consummation of the transactions contemplated by this Agreement;
and                                                         

      (viii)  No consent or approval of any third party is
required under any of such real property leases to the      
consummation of the transactions contemplated hereby.       

4.13  Tangible Personal Property.                 
--------------------------            

          (a)  Section 4.13(a) of the Radiocoms Disclosure Letter sets
forth all leases of personal property related to the Business, other  
than leases for motor vehicles, involving annual payments in excess of
pound 10,000 to which Radiocoms or any of its Subsidiaries or Relevant
Affiliates is a party or by which Radiocoms or any of its Subsidiaries
or Relevant Affiliates is bound.  True, correct and complete copies of
all documents referred to in Section 4.13(a) of the Radiocoms         
Disclosure Letter have been delivered or made available to Purchaser. 

        (b)  (i)  Each of the leases of personal property referred
     to in Section 4.13(a) is valid and enforceable in accordance with
     its terms, subject to the Bankruptcy Exception, and there is not,
   under any such lease, any existing breach, default, or event of
   default or event which, with notice and/or lapse of time, would
     constitute a breach, default or event of default (A) by Radiocoms
    or any of its Subsidiaries or Relevant Affiliates or, (B) to the
     knowledge of Seller, by any other party to any such lease, except
where such breach, default, event of default could          

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   not reasonably be expected to have a Material Adverse Effect on
     the Business or Radiocoms and its Subsidiaries, taken as a whole;

              (ii)  No previous or current party to any such lease has
 given notice of or made a claim with respect to any breach or
     default thereunder, the consequences of which, individually or in
  the aggregate, could reasonably be expected to have a Material
     Adverse Effect on the Business or Radiocoms and its Subsidiaries,
taken as a whole;                                           

           (iii)  None of the rights of any of Radiocoms or any of
    its Subsidiaries or Relevant Affiliates under any of such leases
   will be subject to termination or modification as the result of
the consummation of the transactions contemplated by this   
Agreement;                                                  

        (iv)  No consent or approval of any third party is
   required under any lease referred to in Section 4.13(a) for the
consummation of the transactions contemplated hereby;       

             (v)  Radiocoms or one of its Subsidiaries or Relevant
   Affiliates (which is identified) has good title to all material
items of tangible personal property reflected on the March  
     Radiocoms Balance Sheet (except as sold or disposed of subsequent
     to the date thereof in the ordinary course of business consistent
with past practices), free and clear of Liens; and          

              (vi)  All of the items of tangible personal property not
owned by Radiocoms or one of its Subsidiaries or Relevant   
   Affiliates, but used in the Business and which, individually or
   in the aggregate, are material to the conduct of such business,
    are in such condition that upon the return of such properties to
    their owners in the current condition of such properties, normal
     wear and tear excepted, at the end of the relevant lease terms or
as otherwise contemplated by the applicable agreements with 
    owners thereof, the obligations of Radiocoms or its Subsidiaries
 or Relevant Affiliates (as applicable) to such owners will be
discharged in all material respects.                        

       4.14  Intangible Property.  Section 4.14 of the Radiocoms
-------------------                   

Disclosure Letter sets forth a list of each letters patent, material  
trademark, material trade name, registered copyright, material service
mark, and any other similar, registered property or trade right owned 
by Radiocoms or any of its Subsidiaries, or owned by a Relevant       
Affiliate of Radiocoms and used in the Business (collectively,        
together with all know-                                               

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how, processes, formulae, trade secrets, inventions, designs,         
industrial models, computer programs and other technical data or      
drawings, the "Radiocoms Intellectual Property"), and sets forth all  
applications and licenses for any of the foregoing, and all licenses  
or similar agreements or arrangements relating to the operation of the
Business or of Radiocoms or any of its Subsidiaries or to which       
Radiocoms or any of its Subsidiaries is a party or subject (property  
of the foregoing type being hereinafter collectively referred to      
as the "Radiocoms IP Licenses"), including all licenses or similar    
agreements or arrangements by which Radiocoms or its Subsidiaries or  
Relevant Affiliates are authorized to use intellectual property of a  
third party related to the Business or have granted to a third party  
rights to use intellectual property related to the Business.  Except  
as indicated in Section 4.14 of the Radiocoms Disclosure Letter:      

          (a)  Radiocoms or one of its Subsidiaries owns all title and
interest in, and, to the knowledge of Seller, right and authority to  
use, in connection with the conduct of the Business as such Business  
is presently conducted, all of the Radiocoms Intellectual Property and
Radiocoms IP Licenses listed in Section 4.14 of the Radiocoms         
Disclosure Letter, free and clear of all Liens.  The Radiocoms        
Intellectual Property and Radiocoms IP Licenses (other than licenses  
granted to third parties), to the knowledge of Seller, constitute all 
of the intellectual property that Radiocoms needs to conduct the      
Business as currently conducted.  The operation of the Business by    
Radiocoms and its Subsidiaries or Relevant Affiliates does not, to the
knowledge of Seller, infringe upon, misappropriate or violate (in each
case, in any material respect) any valid patent, trade name,          
trademark, service mark, trade secret, brand mark and brand name and  
other property or trade right of any other person, firm or            
corporation.  None of Radiocoms or any of its Subsidiaries or         
Affiliates has received any notice or has knowledge pertaining to any 
actual or threatened, infringement, misappropriation or violation of  
the items of intellectual property listed in the preceding sentence;  

        (b)  There are no asserted or, to the knowledge of Seller,
threatened, governmental, judicial or adversarial proceedings,        
hearings, arbitrations, disputes or claims with respect to any of the 
Radiocoms Intellectual Property or Radiocoms IP Licenses listed in    
Section 4.14 of the Radiocoms Disclosure Letter;                      

(c)  To the knowledge of Seller, no third party is
infringing or engaging in an unauthorized use of the Radiocoms        
Intellectual Property or Radiocoms IP Licenses; and                   

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        (d)  To the knowledge of Seller, neither Seller nor any of
its Affiliates has made any disclosure to a third party that would    
materially impair the value of any confidential Radiocoms Intellectual
Property or confidential Radiocoms IP Licenses, and Seller and its    
Affiliates have treated such confidential information in a manner     
reasonably designed to preserve its confidentiality.                  

4.15  Material Contracts.                         
------------------                    

          (a)  Section 4.15(a) of the Radiocoms Disclosure Letter sets
forth (i) each oral or written agreement, arrangement or commitment of
any nature relating to the Business or to which Radiocoms or any of   
its Subsidiaries is a party or by which it is bound involving (A) a   
 commitment of more than pound 50,000 or (B) the purchase or sale of any
assets relating to the Business or of Radiocoms or its Subsidiaries   
having a book value or more than pound 50,000 and (ii) all (A) loan or
credit agreements, indentures, guaranties, promissory notes, pledge   
agreements, mortgages, security agreements or other instruments in    
respect of borrowed funds, (B) distributorship, agency,               
representation, dealer or similar agreements, (C) covenants not to    
compete or other agreements or understandings which would restrict the
distribution or sale of any of the products of the Business or of     
Radiocoms or any of its Subsidiaries in any geographical area or to   
any person or class of persons, or which in any way affects the price 
or other terms at which the Business or Radiocoms or any of its       
Subsidiaries or any agent or representative of the Business or        
Radiocoms or any of its Subsidiaries may sell products or services,   
(D) contracts or commitments for capital expenditures, and            
(E) partnership or joint venture agreements.  Agreements, arrangements
and commitments of the types described in subsections (i) and (ii)    
above are hereinafter collectively referred to as the "Radiocoms      
Material Agreements."                                                 

 (b)  Each Radiocoms Material Agreement is valid and
enforceable in accordance with its terms, subject to the Bankruptcy   
Exception.  (i) Neither Radiocoms nor any of its Subsidiaries or      
Relevant Affiliates nor, to the knowledge of Seller, any other party  
thereto, is in breach of or in default under any Radiocoms Material   
Agreement, (ii) to the knowledge of Seller, there has not occurred any
event which, after the giving of notice or the lapse of time or both, 
would constitute a default under, or result in a breach of, any       
Radiocoms Material Agreement, (iii) no previous or current party to   
any Radiocoms Material Agreement has given notice of or made a claim  
or, to the knowledge of the Seller, threatened to make a claim, with  
respect to any breach or default thereunder, the consequences of      
which, in the case of clauses (i), (ii) and (iii), individually or in 

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the aggregate, could reasonably be expected to have a Material Adverse
Effect on the Business or Radiocoms and its Subsidiaries, taken as a  
whole, (iv) none of the rights of Radiocoms or any of its Subsidiaries
or Affiliates under any of the Radiocoms Material Agreements will be  
subject to termination or modification as a result of the consummation
of the transactions contemplated by this Agreement, (v) no consent or 
approval of any third party is required under any Radiocoms Material  
Agreement to the consummation of the transactions contemplated hereby 
and (vi) no power of attorney that remains in effect has been granted 
by Radiocoms or its Subsidiaries.                                     

          (c)  Section 4.15(c) of the Radiocoms Disclosure Letter sets
forth a true and accurate list of all oral or written agreements,     
arrangements or commitments of any nature between Radiocoms or any of 
its Subsidiaries or Affiliates, on the one hand, and EFJ, on the other
hand.                                                                 

4.16  Employee Benefits.                          
-----------------                     

      (a)  For purposes of this Agreement, the following terms
shall have the following meanings:  (i) "Approved" means approved by  
the Board of Inland Revenue as an exempt approved scheme (within the  
meaning of Section 592 Income and Corporation Taxes Act of 1988) and  
"Approval" has the corresponding meaning; (ii) "Retirement/Death/     
Disability Benefit" means any pension, lump sum, gratuity or other    
like benefit given or to be given on retirement or on death, or in    
anticipation of retirement, or, in connection with past service after 
retirement or death, or to be given on or in anticipation of, or in   
connection with any change in the nature of the service of the        
employee in question or given or to be given on or in connection with 
the illness, injury or disability of, or suffering of any accident by,
an employee of Radiocoms or any of its Subsidiaries or Relevant       
Affiliates; (iii) "Scheme" means those of the Schemes participated in 
by Radiocoms, or any of its Subsidiaries or Relevant Affiliates, such 
Schemes being referred to on Section 4.16(b) of the Radiocoms         
Disclosure Letter; (iv) "Scheme Documents" means the documents        
constituting and governing a Scheme (including all notices,           
announcements and explanatory literature of current effect) and all   
documents relating to the participation by Radiocoms or any of its    
Subsidiaries or Relevant Affiliates in and obligations of those       
entities under such Scheme; (v) "Trustees" means the trustees of a    
Scheme and includes their predecessors as trustees; (vi) "Valuation"  
means the most recent actuarial valuation of a Scheme as set forth on 
Section 4.16(b) of the Radiocoms Disclosure Letter with respect to    
each Scheme where such a Valuation is required by the Inland Revenue; 
and (vii) "Valuation Date" and "Valuation Report" mean, respectively, 

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the date as at which the Valuation was carried out and the report of  
the actuary preparing the Valuation.                                  

          (b)  Section 4.16(b) of the Radiocoms Disclosure Letter sets
forth a list of all Schemes.  All information made available to       
Purchaser in connection with each Scheme is complete and accurate in  
all material respects.  Except pursuant to the Schemes, neither       
Radiocoms nor any of its Subsidiaries or Relevant Affiliates has paid,
provided or contributed toward, and neither Radiocoms nor any of its  
Subsidiaries or Relevant Affiliates is under any obligation or        
commitment (whether or not legally enforceable) to pay, provide or    
contribute towards, any Retirement/Death/Disability Benefit for and or
in respect of any present or past employee (or any spouse, child or   
dependent of any them) of Radiocoms or any of its Subsidiaries or     
Relevant Affiliates.                                                  

      (c)  Seller has made available to Purchaser prior to the
date hereof:  (i) true, complete and correct copies of all Scheme     
Documents; (ii) the names and addresses of the current trustees and   
administrators of each Scheme; (iii) a complete copy of the latest    
Trustees' Report to members of the audited accounts of each Scheme    
(including the auditor's report); (iv) a complete copy of the most    
recent Valuation Report and, if not stated therein, the name and      
address of the current actuary to each Scheme; (v) a list of each     
Scheme's active members, pensioners and deferred pensioners who are   
employees or past employees of Radiocoms with particulars relevant to 
establish their entitlement to benefits thereunder; (vi) a statement  
of the rate at which during the current and preceding Scheme year each
participating employer contributes to the Scheme and makes payments in
respect of the expenses of administration, management and trusteeship 
of the Scheme and of any proposal to change such rate; (vii) the      
identity of the principal employer of each Scheme and particulars of  
the terms of participation of each of Radiocoms and any of its        
Subsidiaries in each Scheme; (viii) all material particulars of the   
assets currently held by each Scheme by reference to the categories   
listed in Schedule 3 to the Occupational Pension Schemes (Disclosure  
of Information) Regulations 1986 (including full particulars of any   
employer-related investment as defined in Section 112 of the Pension  
Schemes Act 1993) of any investment in which more than 5% of the total
value of the net assets of the Scheme is invested and of any          
requirements relating to the Schemes' investments imposed by the      
Inland Revenue (other than requirements relating to Approved          
Retirement Benefit Schemes generally) and all material particulars of 
any common investment fund in which the Scheme participates; (ix) all 
material particulars of any surplus payment within the meaning of the 
Pension Scheme Surpluses                                              

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(Administration) Regulations 1987 which has been made or is proposed  
to be made from such Scheme; (x) a complete copy (or, in the case of  
an oral contract, full written particulars) of any contract with any  
person providing services of any nature in connection with the Scheme,
including, without limitation, investment management or advisory      
services, custody services, administration and data processing        
services; (xi) all material particulars of any discretionary practice 
of the Scheme in relation to employees or past employees of Radiocoms 
or any of its Subsidiaries or Relevant Affiliates in the preceding    
three years (other than pension increases and individual enhancements 
or additions); (xii) a complete copy of each contract of insurance and
of any associated agreement with the insurance company relating to the
Scheme and full particulars of the premiums payable under them;       
(xiii) a complete copy of the contracting-out certificate relating to 
the participation of Radiocoms and any of its Subsidiaries or Relevant
Affiliates and of the Inland Revenue's Letter of Approval in force in 
relation to such Scheme; and (xiv) the basic information about the    
Scheme required to be given under Schedule 1 of the Occupational      
Pension Schemes (Disclosure of Information) Regulations 1986.         

         (d)  Each Scheme is Approved as of its commencement and, to
Seller's knowledge, there is no ground on which Approval may be       
withdrawn or cease to apply.                                          

         (e)  The active members of the Scheme employed by Radiocoms
or any of its Subsidiaries or Relevant Affiliates are contracted out  
of the State Earnings-Related Pension Scheme by reference to the      
Scheme.  To Seller's knowledge, there is no ground on which such      
contracted-out status may be withdrawn or cease to apply.  All state  
scheme premiums, within the meaning of the Pension Schemes Act 1993,  
due in respect of any member or former member of the Scheme who is an 
employee or past employee of Radiocoms or any of its Subsidiaries or  
Relevant Affiliates have been paid in accordance with applicable      
statutory requirements.                                               

         (f)  Every employee of Radiocoms or any of its Subsidiaries
who is entitled to membership of the Scheme (whether under the Scheme 
Documents or any applicable law) has been invited to join the Scheme  
as of the date on which he became entitled.  Radiocoms and its        
Subsidiaries or Relevant Affiliates have been properly admitted to    
participation in each Scheme in which employees of Radiocoms and its  
Subsidiaries or Relevant Affiliates participate.                      

          (g)  Since the effective date of the Valuation, no power has
been exercised under the Scheme to admit to membership                

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any employee of Radiocoms or any of its Subsidiaries or Relevant      
Affiliates who is not automatically eligible for membership under the 
Scheme Documents or to grant or augment any benefit under the Scheme  
in respect of employees of Radiocoms or its Subsidiaries or Relevant  
Affiliates which would not otherwise have been provided in the        
ordinary course under the Scheme Documents.                           

         (h)  To Seller's knowledge, the books of account, Trustees'
minutes and other records of the Scheme have been properly and        
accurately maintained in all material respects and, to Seller's       
knowledge, all such books, minutes and records and originals of the   
Scheme Documents are in the possession of the Trustees.               

         (i)  All contributions and expenses payable by Radiocoms or
any of its Subsidiaries or Relevant Affiliates (including actuarial,  
trusteeship, consultancy, legal, audit and administrative expenses) in
respect of the Scheme have been paid and, to Seller's knowledge, no   
services have been rendered or requested in respect of the Scheme of  
which an account has not been rendered and which when rendered would  
tend to increase materially the rate of contribution of Radiocoms or  
any of its Subsidiaries or Relevant Affiliates to each of the Schemes 
in respect of the recoupment of such expenses or costs.               

  (j)  Each contract and agreement referred to in sub-
paragraph (c)(xii) is enforceable and, to Seller's knowledge, there is
no ground on which the insurers might avoid liability under it.  All  
premiums payable under all such contracts have been paid.  Without    
limiting the foregoing, all lump sum and pension benefits payable in  
the event of the death of an employee of Radiocoms or any of its      
Subsidiaries or Relevant Affiliates while in service are fully        
insured, and all benefits in respect of employees of Radiocoms or any 
of its Subsidiaries or Relevant Affiliates which are in payment and   
which are paid up (payment not having commenced) and all contingent   
benefits are fully secured, with a reputable insurance company        
authorized to carry on ordinary long-term insurance business under the
Insurance Companies Act 1982.                                         

          (k)  To Seller's knowledge, the Scheme has at all times been
operated in all material respects in accordance with, and the Trustees
and all of the employers participating in the Scheme have observed and
performed all their obligations under, the Scheme Documents, the      
requirements of the Inland Revenue for Approval, the requirements of  
the Occupational Pensions Board applicable to the Scheme and all      
applicable laws.                                                      

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          (l)  To Seller's knowledge, the Valuation is accurate in all
material respects on the basis of the information supplied to the     
actuary who carried out the Valuation.  Such information supplied to  
the actuary was complete and accurate in all material respects as of  
the date when it was so supplied, including the information relating  
to the assets held by the Scheme and to any augmentation of benefits, 
and to any benefits which would not otherwise have been provided under
the Scheme Documents, to or in respect of employees of Radiocoms or   
any of its Subsidiaries or Relevant Affiliates.  Since the Valuation  
Date:  (i) pensionable earnings of employees of Radiocoms or any of   
its Subsidiaries or Relevant Affiliates have not increased at a rate  
greater than the rate of increase assumed for the purpose of the      
Valuation Report; and (ii) no action has been taken by Seller or by   
Radiocoms or any of its Subsidiaries or Relevant Affiliates           
(including, without limitation, by way of a change relating to the    
assets held by the Scheme or in investment policy or practice or in   
the number, age or sex distribution of members) which might cause the 
result of an actuarial valuation carried out at Closing, adopting the 
same actuarial methods and assumptions as were adopted for the purpose
of the Valuation, to be materially different from the result of the   
Valuation.                                                            

      (m)  At Closing the Scheme will hold assets which have a
value at least as great as the value of the assets as stated in the   
Valuation increased since the Valuation Date at a rate not lower than 
the rate of investment return assumed for the purpose of the          
Valuation.  On the basis of the methods and assumptions used for the  
Valuation, the rate of contributions payable by Radiocoms or any of   
its Subsidiaries or Relevant Affiliates recommended in the Valuation  
Report will be adequate to fund the benefits in payment and           
prospectively or contingently payable under the Scheme in respect of  
employees of Radiocoms or any of its Subsidiaries or Relevant         
Affiliates.                                                           

          (n)  Each transfer payment received by the Scheme after 17th
May, 1990 in respect of employees or pensioners or deferred pensioners
who are past employees of Radiocoms or any of its Subsidiaries or     
Relevant Affiliates and who are members of the Scheme has been        
calculated in such a way that it does not treat men and women         
unequally insofar as the payment relates to employment after that date
but disregards the application of any actuarial assumption which may  
by law differ as between men and women for this purpose.              

         (o)  No Scheme is registered under Chapter III of Part V of
the Income and Corporation Taxes Act 1988 and no application for such 
a registration has been made.                                         

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          (p)  Section 4.16(p) of the Radiocoms Disclosure Letter sets
out full details of all current dispensations and notices granted by  
the Inland Revenue relating to Radiocoms, its Subsidiaries and        
Relevant Affiliates under Section 166 of the Income and Corporation   
Taxes Act 1988.                                                       

        (q)  No Scheme is subject to the provisions of Section 187
and Schedule 9 of the Income and Corporation Taxes Act 1988.          

   (r)  No employee share ownership trust established in
respect of the employees of Radiocoms or its Subsidiaries or Relevant 
Affiliates is subject to any charge to tax under Section 68 or Section
71 of the Finance Act 1989 and there are no circumstances likely to   
lead to such a charge and Radiocoms, its Subsidiaries and its Relevant
Affiliates are not subject to any liability whether actual or         
potential under Section 68(3) of the Finance Act 1989 to pay tax      
otherwise due from the trustees of any such trust.                    

     (s)  Each Scheme has been operated in accordance and in
compliance with the recommendations set forth in Section 5 of the most
recent Valuation Report that is set forth in the Radiocoms Disclosure 
Letter.                                                               

4.17  Labor.                                      
-----                                 
          (a)  No employees of the Business or Radiocoms or any of its
Subsidiaries are represented by any labor organization, and no labor  
organization or group of employees of the Business or Radiocoms or any
of its Subsidiaries has made a demand for recognition, has filed a    
petition seeking a representation proceeding or given Radiocoms or any
of its Subsidiaries or Relevant Affiliates written notice of any      
intention to be represented by a collective bargaining representative.
No collective bargaining agreement is currently being negotiated with 
respect to any employees of the Business or Radiocoms or any of its   
Subsidiaries.                                                         

 (b)  (i) The Business and Radiocoms and each of its
Subsidiaries is in material compliance with all applicable Laws       
respecting employment and employment practices, terms and conditions  
of employment and wages and hours, and with each collective bargaining
agreement applicable to it, and is not engaged in any unfair labor    
practice; (ii) to the knowledge of Seller, there is no unfair labor   
practice charge, complaint or similar claim relating to the Business  
against Radiocoms or any of its Subsidiaries or Relevant Affiliates   
pending or threatened before any Governmental Body charged with the   
regulation or oversight of labor relations or similar matters;        
(iii) there is                                                        

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no labor strike, work slowdown or stoppage or other significant labor 
dispute or disturbance pending or, to the knowledge of Seller,        
threatened against or affecting the Business or Radiocoms or any of   
its Subsidiaries; (iv) to the knowledge of Seller, there is no        
representation claim or petition pending before any Governmental Body 
charged with the regulation or oversight of labor relations or similar
matters, and no question concerning representation exists with respect
to the respective employees of the Business or Radiocoms or any of its
Subsidiaries; (v) no grievance or arbitration proceeding arising out  
of or under collective bargaining agreements is pending, and no claim 
therefor exists, which in any case could reasonably be expected to    
have a Material Adverse Effect on the Business or Radiocoms and its   
Subsidiaries, taken as a whole; and (vi) neither the Business nor     
Radiocoms or any of its Subsidiaries has experienced any work stoppage
or other significant labor difficulty during the past three years.    

     (c)  There are no agreements or supplemental agreements
currently in effect between Radiocoms or any of its Subsidiaries or   
Affiliates and any collective bargaining representative representing a
group of employees employed by the Business or Radiocoms or any of its
Subsidiaries.                                                         

          (d)  Section 4.17(d) of the Radiocoms Disclosure Letter sets
forth the names of all present salaried employees of the Business or  
of Radiocoms and its Subsidiaries and their current annual salaries   
and other compensation.                                               

4.18  Litigation.                                 
----------                            

          (a)  Except as disclosed in Section 4.18(a) of the Radiocoms
Disclosure Letter, (i) there are no Legal Proceedings (including, but 
not limited to, any proceedings which seek the revocation, non-renewal
or the adverse modification of any DTI license) asserted or, to the   
knowledge of Seller, threatened, or any governmental investigation    
pending or, to the knowledge of Seller, threatened, against or        
affecting the Business or Radiocoms or any of its Subsidiaries at law 
or in equity, before or by any federal, state, municipal or other     
governmental department, commission, board, bureau, agency, court or  
other instrumentality, or by any private person, firm, corporation or 
other entity (such representation being limited, in the case of any   
such matter in which the sole remedy sought or threatened to be       
sought, as the case may be, is the payment of money, to matters in    
which the sum sought or threatened to be sought is unspecified or in  
     excess of pound 10,000), (ii) to the knowledge of Seller, there is no basis
for any such Legal Proceeding which could, individually or in the     
aggregate, reasonably be expected                                     

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to have a Material Adverse Effect on the Business or Radiocoms and its
Subsidiaries, taken as a whole and (iii) there are no existing or, to 
the knowledge of Seller, threatened orders, judgments or decrees of   
any court or governmental agency affecting the Business or Radiocoms  
or any of its Subsidiaries or any of their respective properties or   
assets.                                                               

          (b)  Seller is not aware of any facts which would disqualify
Radiocoms or any of its Subsidiaries under the Telecommunications Act 
of 1984 or the rules, regulations and practices of the DTI from       
transferring ownership of the Business and Radiocoms to Purchaser.    
Neither Radiocoms or any of its Subsidiaries nor the Seller or any of 
its Affiliates shall take any action which would cause such           
disqualification or fail to take any action if the failure to take    
such action would cause such disqualification.                        

     (c)  There are no Legal Proceedings asserted or, to the
knowledge of Seller, threatened against, or any governmental          
investigation pending or, to the knowledge of Seller, threatened      
against, the Business, Radiocoms or any of its Subsidiaries or Seller 
or any of its Affiliates which would give any third party the right to
enjoin or rescind the transactions contemplated by this Agreement or  
otherwise prevent any of the parties hereto from complying with the   
terms and provisions of this Agreement.                               

       (d)  There are no applications, complaints or proceedings
pending or, to the knowledge of Seller, threatened before the DTI,    
relating (i) to the Business or (ii) to Radiocoms and its Subsidiaries
or Relevant Affiliates which, if adversely determined, could          
reasonably be expected to have a Material Adverse Effect on the       
Business or Radiocoms and its Subsidiaries, taken as a whole.         

4.19  Compliance with Laws.                       
--------------------                  

        (a)  To the knowledge of Seller, Radiocoms and each of its
Subsidiaries and Relevant Affiliates is in compliance with all Laws   
applicable to the Business or the conduct of the Business or its      
operations or the use of its properties (including any leased         
properties) and assets, except for Environmental Laws (which are      
addressed in Section 4.20) and such instances of non-compliance as    
could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect on the Business or Radiocoms and its   
Subsidiaries, taken as a whole.  Neither Seller nor Radiocoms or any  
of its Subsidiaries has received any written notice alleging any non- 
compliance with applicable Laws.                                      

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          (b)  Except as set forth in Section 4.19(b) of the Radiocoms
Disclosure Letter, Radiocoms or one of its Subsidiaries has timely    
obtained all required FCC consents or authorizations or consents or   
authorizations of other Governmental Entities that perform functions  
or regulate matters similar to those performed or regulated by the FCC
(the "Equipment Authorizations") necessary to manufacture and         
commercially distribute its linear modulation technology in the United
States and the United Kingdom and each other country in which such    
technology has been or is being sold by Radiocoms, its Subsidiaries or
any of the Relevant Affiliates.  The Equipment Authorizations are     
valid and in full force and effect.  The equipment for which Radiocoms
or any of its Subsidiaries has received the Equipment Authorizations  
conforms to the terms and conditions of such Authorizations and, to   
the knowledge of Seller, otherwise complies with all applicable rules,
regulations and policies (including, without limitation, those of the 
FCC), except for such instances of non-compliance as could not,       
individually or in the aggregate, reasonably be expected to have a    
Material Adverse Effect on the Business or Radiocoms and its          
Subsidiaries, taken as a whole.                                       

4.20  Environmental Matters.                      
---------------------                 

     (a)  For purposes of this Section 4.20, "Real Property"
means all real property presently owned or operated by Radiocoms or   
any of its Subsidiaries or by Relevant Affiliates and used in the     
Business and all real property (including property held as trustee or 
in any other fiduciary capacity) over which Radiocoms or any of its   
Subsidiaries currently exercises ownership, dominion, management or   
control.  "Divested Real Property" means any real property formerly   
owned or operated by Radiocoms or its Subsidiaries or Relevant        
Affiliates which, if it were still so owned or operated, would        
constitute Real Property.                                             

       (b)  Except as would not individually or in the aggregate
have a Material Adverse Effect on Radiocoms and its Subsidiaries,     
taken as a whole, or the Business,                                    

               (i)  the operations of the Business, Radiocoms and each
   of its Subsidiaries (and, with respect to the Business, each of
     its Relevant Affiliates) are and have been in compliance with all
applicable Environmental Laws,                              

              (ii)  to the knowledge of Seller, the Real Property does
     not (and any Divested Property at the time of its disposition did
not) contain any Hazardous Substance in violation of any    
applicable Environmental Law,                               

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           (iii)  neither Radiocoms nor any of its Subsidiaries or
   Relevant Affiliates has any knowledge that, or has received any
written notices, demand letters or written requests for     
information from any Governmental Body or any third party   
    indicating that, it may be in violation of, or liable under, any
Environmental Law,                                          

          (iv)  there are no civil, criminal or administrative
actions, suits, demands, claims, hearings, investigations or
  proceedings pending or, to the knowledge of Seller, threatened
   against Radiocoms or any of its Subsidiaries or Affiliates with
 respect to the Business or the Real Property (or any Divested
     Real Property) relating to any violation or alleged violation, of
any Environmental Law,                                      

              (v)  no reports have been filed, or are required to be
filed, by Radiocoms or any of its Subsidiaries or Affiliates
concerning the release of any Hazardous Substance or the    
    threatened or actual violation of any Environmental Law on or at
the Real Property (or any Divested Real Property),          

    (vi)  to the knowledge of Seller, there are no
underground storage tanks on, in or under any of the Real   
   Property, and there were no underground storage tanks on, in or
    under any Divested Real Property at the time of its disposition;
     and no underground storage tanks have been closed or removed from
any Real Property or Divested Real Property while such Real 
Property or Divested Real Property was owned or operated by 
Radiocoms or any of its Subsidiaries, and                   

             (vii)  neither Radiocoms nor any of its Subsidiaries (or,
     with respect to the Business, any of its Relevant Affiliates) has
    incurred, and none of the Real Property is presently subject to,
any liabilities fixed (or, to the knowledge of Seller,      
contingent) relating to any suit, settlement, court order,  
     administrative order, judgment or claim asserted or arising under
any Environmental Law.                                      

      (c)  There are no permits or licenses required under any
Environmental Law in respect of the Real Property, except for such    
permits or licenses the absence of which could not reasonably be      
expected to have a Material Adverse Effect on Radiocoms and its       
Subsidiaries, taken as a whole, or the Business.                      

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   (d)  Neither Radiocoms nor any of its Subsidiaries or
Affiliates has received written notice or otherwise has knowledge that
any part of the Real Property or any Divested Real Property has been  
or is listed as a site containing Hazardous Substances pursuant to any
Environmental Law.                                                    

      4.21  Insurance.  Seller has made available to Purchaser
---------                             

true, complete and correct copies of all policies of insurance of any 
kind or nature covering the Business or Radiocoms or any of its       
Subsidiaries or any of their respective employees, properties or      
assets, including, without limitation, policies of life, disability,  
fire, theft, workers compensation, employee fidelity, product         
liability, and other casualty and liability insurance.  All such      
policies are in full force and effect and have not been reduced or    
cancelled; no change in any such insurance policy has been notified to
Radiocoms or any of its Subsidiaries or Affiliates; and, to the       
Seller's knowledge, neither Radiocoms nor any of its Subsidiaries or  
any Relevant Affiliate is in default of any provision thereof, except 
for such defaults as could not, individually or in the aggregate,     
reasonably be expected to have a Material Adverse Effect on the       
Business or Radiocoms and its Subsidiaries, taken as a whole.         

       4.22  Related Party Transactions.  Except as set forth in
--------------------------            

Section 4.22 of the Radiocoms Disclosure Letter, neither Seller nor   
any of its Affiliates has borrowed any moneys from or has outstanding 
any indebtedness or other similar obligations to Radiocoms or any of  
its Subsidiaries, and neither Radiocoms nor any of its Subsidiaries   
has borrowed any moneys from or has any indebtedness or other similar 
obligations to Seller or any of its Affiliates or any holder of more  
than 15% of Securicor plc's issued and outstanding shares of capital  
stock.  Except as set forth in Section 4.22 of the Radiocoms          
Disclosure Letter, none of the Seller, Radiocoms or any of its        
Subsidiaries, any Affiliate of Radiocoms or Seller or, to the         
knowledge of Seller, any holder of more than 15% of Securicor plc's   
issued and outstanding shares of capital stock, nor, to the knowledge 
of Seller, any officer or employee of Radiocoms or its Affiliates     
(i) owns any direct or indirect interest of any kind in, or controls  
or is a director, officer, employee or partner of, or consultant to,  
or lender to or borrower from or has the right to participate in the  
profits of, any Person which is (A) a competitor, supplier, customer, 
landlord, tenant, creditor or debtor of Radiocoms or any of its       
Subsidiaries, (B) engaged in a business related to the business of    
Radiocoms or any of its Subsidiaries, or (C) a participant in any     
transaction to which Radiocoms or any of its Subsidiaries is a party, 
except where any officer or employee of Radiocoms or its Affiliates   
owns less than 5% of the issued and outstanding capital stock of such 
Person and such Person's equity securities                            

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are traded or quoted on a recognized stock exchange or quotation      
system, or (ii) is a party to any Contract with Radiocoms or any of   
its Subsidiaries.                                                     

       4.23  Financial Advisors.  Except as set forth in Section
------------------                    

4.23 of the Radiocoms Disclosure Letter, no Person has acted, directly
or indirectly, as a broker, finder or financial advisor for Seller in 
connection with the transactions contemplated by this Agreement and no
Person is entitled to any fee or commission or like payment in respect
thereof.  Seller and its Affiliates have entered into no agreement or 
arrangement which would require Purchaser or any of its Subsidiaries  
to pay any such fee or commission.                                    

         4.24  Claims to Property.  Except as otherwise disclosed in
------------------                    

this Agreement, Seller and its Affiliates (other than Radiocoms and   
its Subsidiaries) will, as of the Closing Date, have no claim to any  
property, asset or right owned by Radiocoms or any of its Subsidiaries
or used in the Business by Radiocoms or any of its Subsidiaries or    
Relevant Affiliates.                                                  

4.25  Licenses; Permits; Authorizations.          
---------------------------------     

       (a)  Except as set forth in Section 4.25 of the Radiocoms
Disclosure Letter, Radiocoms and its Subsidiaries have all material   
approvals, authorizations, consents, licenses (including DTI          
licenses), orders and permits (except for sales and use tax permits,  
franchise tax registrations and zoning ordinances, variances and      
permits) of all Governmental Bodies required by the nature of the     
operations of the Business or Radiocoms or any of its Subsidiaries to 
permit the operations thereof in the manner in which they are         
currently conducted (collectively, the "Radiocoms Licenses").         
Radiocoms or one of its Subsidiaries is the authorized legal holder of
the Radiocoms Licenses issued to and used by it, none of which is     
subject to any restriction or condition which would limit in any      
material respect the full operation of the Business or Radiocoms or   
any of its Subsidiaries as now or proposed to be operated.            

       (b)  Except as set forth in Section 4.25 of the Radiocoms
Disclosure Letter, there are no competing applications or proceedings 
pending or complaints filed or, to the knowledge of Seller,           
threatened, as of the date hereof, before the DTI relating to the     
Business or its operations of Radiocoms other than applications,      
proceedings or complaints which generally affect the land mobile radio
industry.  The Radiocoms Licenses are in good standing, are in full   
force and effect and are unimpaired in any material respect by any act
or omission of the  officers, directors or employees of Radiocoms or  
Seller or their                                                       

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respective Affiliates, and the operation of the Business and Radiocoms
and its Subsidiaries are in accordance therewith in all material      
respects and no registration, clearance or prenotification is required
in respect of them in connection with the Transactions.  Seller has no
reason to believe that any of such Radiocoms Licenses will not be     
renewed in the ordinary course on their existing or no less favorable 
terms.                                                                

4.26  Investment in Purchaser Shares.             
------------------------------        

     (a)  Seller will hold the Purchaser Shares issued to it
pursuant to this Agreement for investment and not with a view to, or  
for resale in connection with, any distribution thereof within the    
meaning of the Securities Act of 1933, as amended (the "Securities    
Act").  Seller does not have any present intention of selling,        
offering to sell or otherwise disposing of or distributing the        
Purchaser Shares issued to it pursuant to this Agreement.             

        (b)  Seller acknowledges that Purchaser has disclosed that
the Purchaser Shares to be issued to Seller pursuant to this Agreement
have not been registered under the Securities Act and, therefore,     
cannot be resold unless they are registered under the Securities Act  
or unless an exemption from registration is available.                

      (c)  Seller is sophisticated in financial matters and is
able to evaluate the risks and benefits of the investment in the      
Purchaser Shares.                                                     

     (d)  Seller has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the acquisition
of the Purchaser Shares and has had full access to such other         
information concerning the Purchaser as Seller has requested.         

  (e)  Seller is able to bear the economic risk of its
investment in the Purchaser Shares for an indefinite period of time,  
recognizing that the Purchaser Shares have not been registered under  
the Securities Act and, therefore, cannot be sold unless subsequently 
registered under the Securities Act or an exemption from such         
registration is available.                                            

  (f)  Seller acknowledges that until such time as the
Purchaser Shares have been registered, or are otherwise eligible, for 
resale in accordance with the Securities Act, each certificate        
representing the Purchaser Shares shall be endorsed with the following
legend:                                                               

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      "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
  BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE
        SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
          OF UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER SUCH ACT AND
          APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM
      SUCH REGISTRATION IS AVAILABLE AND THE CORPORATION SHALL
      HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER, EVIDENCE OF
       SUCH EXEMPTION REASONABLY SATISFACTORY TO THE CORPORATION
   (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF
COUNSEL SATISFACTORY TO THE CORPORATION)."        

     4.27  Investments in Purchaser.  Except as set forth in
------------------------              

Section 4.27 of the Radiocoms Disclosure Letter or in Schedule 13D    
filings under the Exchange Act by Securicor plc, or as contemplated by
this Agreement, neither Securicor plc nor any of its Affiliates has,  
or has had within the preceding twelve months, any direct or indirect 
beneficial interest (including, without limitation, any right to      
acquire any interest) in the capital stock of Purchaser.              

         4.28  Accounts Receivable.  Each of the accounts receivable
-------------------                   

recorded on the books of Radiocoms and any of its Subsidiaries or     
Relevant Affiliates related to the Business is a bona fide account    
receivable which has arisen in the ordinary course of business.       
Except as set forth in Section 4.28 of the Radiocoms Disclosure       
Letter, the reserves for such accounts receivable were calculated in a
manner consistent with past practices of Radiocoms and its            
Subsidiaries and Relevant Affiliates.  To the knowledge of Seller,    
such accounts receivable, in the aggregate, (a) are collectible, net  
of reserves with respect thereto, within the greater of 120 days and  
the date when they are due in accordance with their terms or (b) are  
adequately secured.                                                   

   4.29  Accounts Payable.  Each of the accounts payable
----------------                      

recorded on the books of Radiocoms and each of its Subsidiaries or    
Relevant Affiliates that is related to the Business is valid and      
represents obligations in respect of good or services related to the  
Business which have been received by Radiocoms or one of its          
Subsidiaries or Relevant Affiliates, respectively and were priced no  
higher than market value.                                             

         4.30  Inventory.  All inventory of the Business recorded in
---------                             

the books of Radiocoms and its Subsidiaries or Relevant Affiliates is 
carried at the lower of cost or market value, and, to the knowledge of
Seller, except as set forth in Section 4.30 of the Radiocoms          
Disclosure Letter, consists of a                                      

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quality and quantity usable and saleable in the ordinary course of the
Business.  To the knowledge of Seller, no material part of such       
inventories has been priced in excess of its ultimate net expected    
realizable value and the present quantities of inventories of the     
Business are reasonable and warranted in the present circumstances of 
the Business.  All of the inventory of the Business is located on     
Radiocoms or its Subsidiaries' properties.                            

       4.31  Products.  Section 4.31 of the Radiocoms Disclosure
--------                              

Letter sets forth all generic products and lines of products sold or  
distributed by the Business or by Radiocoms and/or its Subsidiaries,  
and Seller has made available to Purchaser all material information   
with respect to the brand names, technical specifications, origin,    
approval numbers and prices of such products and all information      
usually supplied to dealers or customers.  Radiocoms and/or its       
Subsidiaries have all necessary rights and authority to sell and      
distribute such products as presently sold or distributed.            

        4.32  No Misrepresentation.  No representation or warranty
--------------------                  

of Seller contained in this Agreement or in the Radiocoms Disclosure  
Letter or in any certificate or other instrument furnished by Seller  
to the Purchaser pursuant to the terms hereof contains any untrue     
statement of a material fact or omits to state a material fact        
necessary to make the statements contained herein or therein not      
misleading.                                                           

 ARTICLE V

 REPRESENTATIONS AND WARRANTIES OF PURCHASER

      Purchaser hereby represents and warrants to Seller that:

  5.1  Organization and Good Standing.  Purchaser is a
------------------------------          

corporation duly organized, validly existing and in good standing     
under the Laws of the State of Delaware and has all requisite         
corporate power and authority to own, lease and operate its properties
and to carry on its business as now conducted.  Purchaser is duly     
qualified or authorized to do business as a foreign corporation and is
in good standing under the Laws of each jurisdiction in which it owns 
or leases real property and each other jurisdiction in which the      
conduct of its business or the ownership of its properties requires   
such qualification or authorization, except where the failure to be so
qualified or authorized could not reasonably be expected to have a    
Material Adverse Effect on Purchaser and its Subsidiaries, taken as a 

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whole.  Purchaser is not subject to any agreement, commitment or      
understanding which restricts or may restrict the conduct of its      
business in any jurisdiction or location in any material respect.     
Copies of the Certificate of Incorporation and By-Laws (together with 
all amendments thereto) of Purchaser have heretofore been provided or 
have been made available to the Seller and such copies are true,      
correct and complete copies of such instruments.                      

5.2  Authorization of Agreements.                 
---------------------------             

         (a)  Purchaser has all requisite power, authority and legal
capacity to execute and deliver this Agreement, each other agreement, 
document, instrument or certificate contemplated by this Agreement or 
to be executed by Purchaser in connection with the consummation of the
transactions contemplated by this Agreement (together with this       
Agreement, the "Purchaser Documents") and each of the Other           
Transaction Documents, and to consummate the transactions contemplated
hereby and thereby.  The execution and delivery of this Agreement, the
Midland Agreement, each of the Purchaser Documents and each of the    
Other Transaction Documents has been duly and validly ratified and/or 
authorized by the Board of Directors of Purchaser, and (assuming the  
accuracy of Seller's representation in Section 4.27) no other         
corporate proceedings on the part of Purchaser will be necessary to   
authorize this Agreement, the issuance of the Purchaser Shares, or the
other transactions contemplated hereby or the Other Transactions,     
except for the stockholder approval referred to in Section 5.2(b).    
Assuming the due authorization, execution and delivery by the other   
parties hereto and thereto, this Agreement and the Midland Agreement  
will constitute, and each of the Purchaser Documents and the Other    
Transaction Documents to which Purchaser is a party, when executed and
delivered will constitute, legal, valid and binding obligations of    
Purchaser, enforceable against Purchaser in accordance with their     
respective terms, subject to the Bankruptcy Exception.                

      (b)  Assuming the accuracy of Seller's representation in
Section 4.27, the affirmative vote of the holders of a majority of the
outstanding shares of Purchaser Common Stock is the only vote of the  
holders of any class or series of Purchaser's capital stock (under    
applicable Law or otherwise) necessary to approve this Agreement, the 
issuance of the Purchaser Shares, the other transactions contemplated 
hereby or the Other Transactions.                                     

5.3  Capitalization.                              
--------------                          

        (a)  The authorized capital stock of Purchaser consists of
20,000,000 shares of Purchaser Common Stock.  As of the date          

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hereof, there are 11,125,278 shares of the Purchaser Common Stock     
issued and outstanding and 465,582 shares of the Purchaser Common     
Stock are held by Purchaser as treasury stock.  All of the issued and 
outstanding shares of Common Stock were duly authorized for issuance  
and are validly issued, fully paid and non-assessable.                

       (b)  Except as set forth in Section 5.3 of the disclosure
letter delivered by Purchaser to Seller on the date hereof (the       
"Purchaser Disclosure Letter") and except for matters arising after   
the date hereof as permitted in accordance with Section 6.2, there is 
no existing option, warrant, call, right, commitment or other         
agreement of any character to which the Purchaser is a party          
requiring, and there are no securities of Purchaser outstanding which 
upon conversion or exchange would require, the issuance, sale or      
transfer of any additional shares of capital stock or other equity    
securities of Purchaser or other securities convertible into,         
exchangeable for or evidencing the right to subscribe for or purchase 
shares of capital stock or other equity securities of Purchaser.      
Purchaser is not a party to any voting trust or other voting agreement
with respect to any of the shares of the Purchaser Common Stock or to 
any agreement relating to the issuance, sale, redemption, transfer or 
other disposition of the capital stock of Purchaser, except for       
matters arising after the date hereof as permitted by Section 6.2.    

5.4  Subsidiaries.                                
------------                            

       (a)  Set forth in Section 5.4 of the Purchaser Disclosure
Letter is the name of each of the Subsidiaries of Purchaser and, with 
respect to each Subsidiary, the jurisdiction in which it is           
incorporated, the number of shares of its authorized capital stock,   
the number and class of shares thereof duly issued and outstanding,   
the names of all stockholders and the numbers of shares of stock owned
by each stockholder.  Each such stockholder is the record and         
beneficial owner of the shares set forth opposite its name in Section 
5.4 of the Purchaser Disclosure Letter.  The outstanding shares of    
capital stock of each Subsidiary of Purchaser have been duly          
authorized, validly issued and fully paid and are non-assessable.     

      (b)  Except as set forth in Section 5.4 of the Purchaser
Disclosure Letter, all such shares are owned by such stockholders free
and clear of all Liens.  No shares of capital stock are held by any   
Subsidiary of Purchaser as treasury stock.                            

        (c)  None of the Subsidiaries of Purchaser has outstanding
or authorized subscriptions, options, warrants, calls, rights,        
commitments or any other agreements of any character obligating any of
them to issue, sell or transfer any                                   

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shares of its capital stock or other equity interests or any          
securities convertible into or evidencing the right to subscribe for  
or purchase any shares of such stock or other equity interests with   
any Person, and there are no agreements or understandings with respect
to the voting, sale or transfer of shares of the capital stock of any 
Subsidiary of Purchaser to which Purchaser or Subsidiary thereof is a 
party.                                                                

     (d)  Each Subsidiary of Purchaser is a corporation duly
organized, validly existing and in good standing under the Laws of the
jurisdiction of its incorporation.  Each Subsidiary of Purchaser has  
full corporate power and authority to own, lease and operate its      
properties and to carry on its business as it is now being conducted. 
Each Subsidiary of Purchaser is duly qualified and in good standing as
a foreign corporation under the Laws of each jurisdiction in which the
conduct of its business or the ownership of its assets requires such  
qualification, except where the failure to be so qualified could not  
reasonably be expected to have a Material Adverse Effect on Purchaser 
and its Subsidiaries, taken as a whole.  No Subsidiary of Purchaser is
subject to any agreement, commitment or understanding which restricts 
or may restrict the conduct of its business in any jurisdiction or    
location in any material respect.  Copies of the Certificate or       
Articles of Incorporation and By-Laws (together with all amendments   
thereto) of each Subsidiary of Purchaser have heretofore been provided
to Seller and such copies are true, correct and complete copies of    
such instruments.                                                     

      (e)  Except as set forth in Section 5.4 of the Purchaser
Disclosure Letter or as permitted by Section 6.2, neither Purchaser   
nor any of its Subsidiaries owns, beneficially or of record, any      
shares of capital stock or any other security of any corporation or   
other legal entity, or has any option or obligation to acquire any    
such stock or other security, or has any investments in securities or 
owns, directly or indirectly, any interest in any partnership, joint  
venture or other business enterprise.                                 

        5.5  Corporate Records.  The minute books of Purchaser and
-----------------                       

each of its Subsidiaries previously made available to Seller contain  
complete and accurate records, in all material respects, of all meet- 
ings and accurately reflect, in all material respects, all other      
corporate action of the stockholders and board of directors (including
committees thereof) of Purchaser and each of its Subsidiaries.        

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5.6  Conflicts; Consents of Third Parties.        
------------------------------------    

      (a)  Except as set forth in Section 5.6 of the Purchaser
Disclosure Letter, none of the execution and delivery by Purchaser of 
this Agreement and the Purchaser Documents, the consummation of the   
transactions contemplated hereby or thereby, or compliance by         
Purchaser with any of the provisions hereof or thereof will           
(i) conflict with, or result in the breach of, any provision of the   
certificate of incorporation or by-laws or comparable organizational  
documents of Purchaser or any of its Subsidiaries; (ii) conflict with,
violate, result in the breach or termination of, or constitute a      
default under any note, bond, mortgage, indenture, license, agreement 
or other instrument or obligation to which Purchaser or any of its    
Subsidiaries is a party or by which Purchaser or any of its           
Subsidiaries or any of its properties or assets is bound;             
(iii) violate any statute, rule, regulation, order or decree of any   
Governmental Body by which Purchaser or any of its Subsidiaries is    
bound; or (iv) result in the creation of any Lien upon the properties 
or assets of Purchaser and its Subsidiaries except, in case of clauses
(ii), (iii) and (iv), for such violations, breaches or defaults as    
could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect on Purchaser and its Subsidiaries,     
taken as a whole, or materially delay the consummation of the         
transactions contemplated hereby.                                     

         (b)  Except as set forth in Section 5.6(b) of the Purchaser
Disclosure Letter, no consent, waiver, approval, Order, Permit or     
authorization of, or declaration or filing with, or notification to,  
any Person or Governmental Body is required on the part of the        
Purchaser or any of its Subsidiaries in connection with the execution 
and delivery of this Agreement or the Purchaser Documents, or the     
compliance by the Purchaser with any of the provisions hereof or      
thereof, except for compliance with the applicable requirements of the
HSR Act and except where the failure to obtain such consent, waiver,  
approval, Order, Permit or authorization, or to make such declaration 
or filing, could not, individually or in the aggregate, reasonably be 
expected to have a Material Adverse Effect on Purchaser and its       
Subsidiaries, taken as a whole, or materially delay the consummation  
of the transactions contemplated hereby.                              

5.7  Issuance of Purchaser Shares.                
----------------------------            

        (a)  Except as provided in Section 5.2(b), the issuance of
the Purchaser Shares to Seller in accordance with the terms of this   
Agreement has been duly authorized by all necessary action on the part
of Purchaser.  The Purchaser Shares, upon issuance to Seller in       
accordance with the terms of this Agreement, will be                  

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duly authorized, validly issued, fully paid and non-assessable and    
free of preemptive rights, and will be registered on the stock        
certificate books and stock transfer ledgers of Purchaser solely in   
the name of Seller.  The Purchaser Shares, upon issuance to Seller in 
accordance with the terms of this Agreement, will be approved for     
quotation on the National Association of Securities Dealers Automatic 
Quotation System ("NASDAQ") Small Cap Market (the "Small Cap Market").
Seller will receive good and marketable title to the Purchaser Shares 
as of the Closing Date, free and clear of any and all Liens.          

     (b)  Based upon Seller's representation and warranty in
Section 4.26 hereof, the issuance of the Purchaser Shares to Seller in
accordance with the terms of this Agreement will be exempt from       
(i) the registration and prospectus delivery requirements of the      
Securities Act of 1933, as amended, and the rules and regulations     
promulgated thereunder, and (ii) the registration and/or qualification
provisions of all applicable state securities or "blue sky" Laws.     

    5.8  Financial Statements.  Purchaser has delivered to
--------------------                    

Seller copies of (a) the audited consolidated balance sheets of       
Purchaser and its Subsidiaries as at December 31, 1995, 1994 and 1993 
and the related audited consolidated statements of operations and of  
cash flows of Purchaser and its Subsidiaries for the years then ended 
and (b) the unaudited consolidated balance sheet of Purchaser and its 
Subsidiaries as at March 31, 1996 and the related consolidated        
statements of operations and cash flows of Purchaser and its          
Subsidiaries for the three-month period then ended (such audited and  
unaudited statements, including the related notes and schedules       
thereto, are referred to herein as the "Purchaser Financial           
Statements").  Each of the Purchaser Financial Statements (i) is      
complete and correct in all material respects, (ii) has been prepared 
in accordance with GAAP (subject to normal year-end adjustments and   
the absence of footnotes in the case of the unaudited statements), in 
accordance with the books and records of Purchaser and its            
Subsidiaries and in conformity with the practices consistently applied
by Purchaser without modification of the accounting principles used in
the preparation thereof, (iii) reflects all transactions relating to  
the business or operations of Purchaser and its Subsidiaries,         
including, without limitation, any transactions with Simmonds or its  
Affiliates, and (iv) presents fairly the financial position, results  
of operations and cash flows of Purchaser and its Subsidiaries as at  
the dates and for the periods indicated.                              

   For the purposes hereof, the audited balance sheet of
Purchaser and its Subsidiaries as at December 31, 1995 is             

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referred to as the "Purchaser Balance Sheet" and December 31, 1995 is 
referred to as the "Purchaser Balance Sheet Date."                    

 5.9  No Undisclosed Liabilities.  Purchaser and its
--------------------------              

Subsidiaries have no indebtedness, obligations or liabilities of any  
kind (whether accrued, absolute, contingent or otherwise, and whether 
due or to become due) (a) that would be required by GAAP to be        
reflected in, reserved against or otherwise described in the          
consolidated balance sheet of Purchaser and its Subsidiaries          
(including the notes thereto) or (b) which could reasonably be        
expected to have a Material Adverse Effect on Purchaser and its       
Subsidiaries, taken as a whole, except (i) as set forth on the        
Purchaser Balance Sheet or in the notes thereto and (ii) for          
liabilities and obligations incurred in the ordinary course of busi-  
ness consistent with past practice since the Purchaser Balance Sheet  
Date.                                                                 

  5.10  Periodic SEC Filings.  Purchaser has filed all
--------------------                  

required forms, reports and documents with the Securities and Exchange
Commission (the "SEC") since January 1, 1993, each of which has       
complied in all material respects with all applicable requirements of 
the Securities Act of 1933, as amended, and the Securities Exchange   
Act of 1934, as amended, each as in effect on the dates such forms,   
reports and documents were filed.  Purchaser has heretofore delivered 
or made available to Seller true and complete copies of all reports   
(including Current Reports on Form 8-K) and proxy statements filed by 
Purchaser with, and all registration statements of Purchaser declared 
effective by, the SEC since January 1, 1993 (such public filings with 
the SEC, as the same have been amended, are hereinafter referred to as
the "SEC Documents").  None of such forms, reports or documents,      
including, without limitation, any financial statements or schedules  
included or incorporated by reference therein or any SEC Documents,   
contained, when filed, any untrue statement of a material fact or     
omitted to state a material fact required to be stated or incorporated
by reference therein or necessary in order to make the statements     
therein, in light of the circumstances under which they were made, not
misleading.  The consolidated financial statements of Purchaser       
included in the SEC Documents complied as to form in all material     
respects with applicable accounting requirements and the published    
rules and regulations of the SEC with respect thereto and fairly      
present, in conformity with GAAP (except as may be indicated in the   
notes thereto), the consolidated financial position of Purchaser and  
its Subsidiaries as of the dates thereof and their consolidated       
results of operations and changes in financial position for the       
periods then ended (subject, in the case of the unaudited interim     
financial statements, to normal year-end adjustments).  Since         
December 31, 1995, there has not been any                             

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change, or any application or request for any change, by Purchaser or 
any of its Subsidiaries in accounting principles, methods or policies 
for financial accounting or tax purposes (subject, in the case of the 
unaudited interim financial statements, to normal year-end            
adjustments).                                                         

         5.11  Absence of Certain Developments.  Except as expressly
-------------------------------       

contemplated by this Agreement or as set forth in Section 5.11 of the 
Purchaser Disclosure Letter, since the Purchaser Balance Sheet Date:  

               (a)  there has not been any Material Adverse Change nor
     has there occurred any event which is reasonably likely to result
  in a Material Adverse Change with respect to Purchaser and its
Subsidiaries, taken as a whole;                             

          (b)  there has not been any damage, destruction or
  loss, whether or not covered by insurance, with respect to the
property and assets of Purchaser or any of its Subsidiaries 
 having a replacement cost of more than $20,000 for any single
loss or $20,000 for all such losses;                        

              (c)  there has not been any declaration, setting aside
  or payment of any dividend or other distribution in respect of
any shares of capital stock of Purchaser or any repurchase, 
redemption or other acquisition by Purchaser or any of its  
    Subsidiaries of any outstanding shares of capital stock or other
   securities of, or other ownership interest in, Purchaser or any
    of its Subsidiaries, except for dividends to Purchaser by any of
its wholly owned Subsidiaries;                              

              (d)  neither Purchaser nor any of its Subsidiaries has
   issued any equity securities or any securities convertible into
    or exchangeable for equity securities of Purchaser or any of its
Subsidiaries;                                               

              (e)  neither Purchaser nor any of its Subsidiaries has
   awarded or paid any bonuses to employees of Purchaser or any of
   its Subsidiaries with respect to the fiscal year ended December
   31, 1995, except to the extent accrued on the Purchaser Balance
 Sheet, or entered into any employment, deferred compensation,
     severance or similar agreement (or amended any such agreement) or
    agreed to increase the compensation payable or to become payable
 by it to any of its directors, officers, employees, agents or
  representatives or agreed to increase the coverage or benefits
     available under any severance pay, termination pay, vacation pay,
company awards, salary continuation for disability,         

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sick leave, deferred compensation, bonus or other incentive 
    compensation, insurance, pension or other employee benefit plan,
     payment or arrangement made to, for or with such directors, offi-
 cers, employees, agents or representatives (other than normal
     increases in the ordinary course of business consistent with past
practice and that in the aggregate have not resulted in a   
material increase in the benefits or compensation expense of
Purchaser and its Subsidiaries, taken as a whole);          

              (f)  there has not been any change by Purchaser or any
  of its Subsidiaries in accounting or Tax reporting principles,
methods or policies except as may be required by a change in
national accounting standards;                              

              (g)  neither Purchaser nor any of its Subsidiaries has
   entered into any transaction or Contract or conducted its busi-
ness other than in the ordinary course consistent with past 
practice;                                                   

              (h)  neither Purchaser nor any of its Subsidiaries has
   failed to promptly pay and discharge current liabilities except
where disputed in good faith by appropriate proceedings;    

              (i)  neither Purchaser nor any of its Subsidiaries has
made any loans, advances or capital contributions to, or    
  investments in, any Person or paid any fees or expenses to the
     Purchaser or any Affiliate or holder of 15% or more of the issued
and outstanding capital stock of Purchaser;                 

              (j)  neither Purchaser nor any of its Subsidiaries has
mortgaged, pledged or subjected to any Lien any assets, or  
 acquired any assets or sold, assigned, transferred, conveyed,
  leased or otherwise disposed of any assets of Purchaser or its
Subsidiaries, except for assets acquired or sold, assigned, 
 transferred, conveyed, leased or otherwise disposed of in the
ordinary course of business consistent with past practice;  

              (k)  neither Purchaser nor any of its Subsidiaries has
discharged or satisfied any Lien, or paid any obligation or 
     liability (fixed or contingent), except in the ordinary course of
business consistent with past practice and which, in the    
aggregate, would not be material to Purchaser and its       
Subsidiaries, taken as a whole;                             

              (l)  neither Purchaser nor any of its Subsidiaries has
canceled or compromised any debt or claim or amended,       

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canceled, terminated, relinquished, waived or released any  
Contract or right except in the ordinary course of business 
    consistent with past practice and which, in the aggregate, would
 not be material to Purchaser and its Subsidiaries, taken as a
whole;                                                      

              (m)  neither Purchaser nor any of its Subsidiaries has
instituted or settled any material Legal Proceeding;        

              (n)  neither Purchaser nor any of its Subsidiaries has
suffered any Extraordinary Loss or Extraordinary Losses;    

              (o)  neither Purchaser nor any of its Subsidiaries has
     transferred or granted any material rights under any concessions,
  leases, licenses, agreements, patents, inventions, trademarks,
     trade names, servicemarks, brandmarks, brand names, copyrights or
the like, or with respect to any know-how;                  

              (p)  neither Purchaser nor any of its Subsidiaries has
     (A) received any notice or citation for any violation of, nor, to
 the best knowledge of Purchaser, has any complaint been filed
 with the FCC alleging a violation of, any rule, regulation or
    policy of the FCC by the Purchaser or any of its Subsidiaries or
the FCC licensee with respect to any System (as defined in  
  Section 5.27), or (B) allowed any license issued by the FCC to
 Purchaser or any of its Subsidiaries or any FCC licensee with
  respect to any System (individually, a "Purchaser FCC License"
   and, collectively, the "Purchaser FCC Licenses") to lapse or be
    impaired in any manner, or operated any of its businesses in any
manner not in compliance with its FCC authorization and all 
applicable FCC rules, regulations and policies; and         

              (q)  neither Purchaser nor any of its Subsidiaries has
agreed to do anything set forth in this Section 5.11.       

5.12  Taxes.                                      
-----                                 

       (a)  Except as set forth in Section 5.12 of the Purchaser
Disclosure Letter, (A) all material Tax Returns required to be filed  
by or on behalf of Purchaser and each of its Subsidiaries, or the     
Affiliated Group(s) of which any of them is or was a member have been 
duly and timely filed with the appropriate taxing authorities in all  
jurisdictions in which such Tax Returns are required to be filed      
(after giving effect to any valid extensions of time in which to make 
such filings), and all such Tax Returns were true, complete and       
correct in all material respects; (B) all Taxes payable by or on      
behalf of Purchaser and                                               

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its Subsidiaries, either directly as part of an Affiliated Group Tax  
Return or otherwise, have been fully and timely paid, except to the   
extent adequately reserved therefor in accordance with GAAP on the    
Purchaser Balance Sheet, and adequate reserves or accruals for Taxes  
have been provided in the Purchaser Balance Sheet with respect to any 
period through the date thereof for which Tax Returns have not yet    
been filed or for which Taxes are not yet due and owing; and (C) no   
agreement, waiver or other document or arrangement extending or having
the effect of extending the period for assessment or collection of    
Taxes (including, but not limited to, any applicable statute of       
limitation) has been executed or filed with any taxing authority by or
on behalf of Purchaser or any of its Subsidiaries, or any Affiliated  
Group(s) of which any of them is or was a member.                     

         (b)  Purchaser and each of its Subsidiaries has complied in
all material respects with all applicable Laws, rules and regulations 
relating to the payment and withholding of Taxes and has duly and     
timely withheld from employee salaries, wages and other compensation  
and has paid over to the appropriate taxing authorities all amounts   
required to be so withheld and paid over for all periods under all    
applicable Laws.                                                      

          (c)  Seller has received complete copies of (A) all material
income or franchise Tax Returns of Purchaser and each of its          
Subsidiaries relating to the taxable periods since January 1, 1994 and
(B) any audit report issued within the last three years relating to   
any material Taxes due from or with respect to Purchaser and each of  
its Subsidiaries with respect to its income, assets or operations.    

       (d)  Except as set forth in Section 5.12 of the Purchaser
Disclosure Letter, no claim has been made by a taxing authority in a  
jurisdiction where Purchaser or any of its Subsidiaries does not file 
an income or franchise Tax Return such that Purchaser or such         
Subsidiary is or may be subject to taxation by that jurisdiction.     

       (e)  Except as set forth in Section 5.12 of the Purchaser
Disclosure Letter, all deficiencies asserted or assessments made as a 
result of any examinations by any taxing authority of the Tax Returns 
of or covering or including Purchaser and/or its Subsidiaries have    
been fully paid, and there are no other audits or investigations by   
any taxing authority in progress, nor has Purchaser received any      
written notice from any taxing authority that it intends to conduct   
such an audit or investigation.  No requests for a ruling or a        
determination letter are pending with any taxing authority.  No issue 
has been raised in writing by any taxing authority in any current or  
prior                                                                 

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examination which, by application of the same or similar principles,  
could reasonably be expected to result in a proposed deficiency       
against Purchaser or any Subsidiary for any subsequent taxable period 
that could be material.                                               

       (f)  Except as set forth in Section 5.12 of the Purchaser
Disclosure Letter, neither Purchaser, any Subsidiary nor any other    
Person on behalf of Purchaser or any Subsidiary has (A) filed a       
consent pursuant to Section 341(f) of the Code or agreed to have      
Section 341(f)(2) of the Code apply to any disposition of a subsection
(f) asset (as such term is defined in Section 341(f)(4) of the Code)  
owned by Purchaser or any Subsidiary, (B) agreed to or is required to 
make any adjustments pursuant to Section 481(a) of the Code or any    
similar provision of state, local or foreign law by reason of a change
in accounting method initiated by the Purchaser or any Subsidiary or  
has any knowledge that the Internal Revenue Service has proposed any  
such adjustment or change in accounting method, or has any application
pending with any taxing authority requesting permission for any       
changes in accounting methods that relate to the business or          
operations of Purchaser or any Subsidiary, or (C) executed or entered 
into a closing agreement pursuant to Section 7121 of the Code or any  
predecessor provision thereof or any similar provision of state, local
or foreign law with respect to Purchaser or any of its Subsidiaries.  

       (g)  Except as set forth in Section 5.12 of the Purchaser
Disclosure Letter, no property owned by Purchaser or any Subsidiary is
(i) property required to be treated as being owned by another Person  
pursuant to the provisions of Section 168(f)(8) of the Internal       
Revenue Code of 1954, as amended and in effect immediately prior to   
the enactment of the Tax Reform Act of 1986, (ii) constitutes "tax-   
exempt use property" within the meaning of Section 168(h)(1) of the   
Code or (iii) is "tax-exempt bond financed property" within the       
meaning of Section 168(g) of the Code.                                

(h)  Neither Purchaser (except with one or more   
Subsidiaries) nor any Subsidiary (except with Purchaser) is a party to
any tax sharing or similar agreement or arrangement (whether or not   
written) pursuant to which it will have any obligation to make any    
payments after the Closing.                                           

       (i)  There is no contract, agreement, plan or arrangement
covering any person that, individually or collectively, could give    
rise to the payment of any amount that would not be deductible by the 
Purchaser, the Affiliates or their respective affiliates by reason of 
Section 280G of the Code, or                                          

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would constitute compensation in excess of the limitation set forth in
Section 162(m) of the Code.                                           

          (j)  There are no liens as a result of any unpaid Taxes upon
any of the assets of Purchaser or any Subsidiary thereof.             

       (k)  Except as set forth in Section 5.12 of the Purchaser
Disclosure Letter, Purchaser has no elections in effect for federal   
income tax purposes under Sections 108, 168, 338, 441, 463, 472, 1017,
1033 or 4977 of the Code.                                             

       (l)  Except as set forth in Section 5.12 of the Purchaser
Disclosure Letter, none of the members of Purchaser's Affiliated Group
has any net operating loss carryovers.                                

5.13  Real Property.                              
-------------                         

     (a)  Section 5.13(a) of the Purchaser Disclosure Letter
describes (i) all real property and all interests therein owned of    
record or beneficially by Purchaser (other than site leases for use   
with FCC Licenses) or any of its Subsidiaries (the "Purchaser Real    
Properties"), (ii) all leases of real property to which Purchaser or  
any of its Subsidiaries is a party or by which Purchaser or any of its
Subsidiaries is bound (other than site leases for use with FCC        
Licenses) and (iii) the purposes for which such properties are used.  
True, correct and complete copies of all documents referred to in     
Section 5.13(a) of the Purchaser Disclosure Letter have been delivered
or made available to Seller.                                          

          (b)  Except as set forth in Section 5.13(b) of the Purchaser
Disclosure Letter:                                                    

              (i)  Purchaser or one of its Subsidiaries has (A) good
    and valid title to the Purchaser Real Properties, free and clear
   of all Liens except for imperfections of title, if any, that do
 not materially detract from the value of the property subject
  thereto, or materially interfere with the manner in which such
 property is currently being used or is proposed to be used by
 Purchaser or any of its Subsidiaries or materially impair the
   operations of Purchaser or any of its Subsidiaries and which do
     not secure obligations for borrowed money or the deferred portion
of the purchase price of acquired property (collectively,   
"Purchaser Permitted Encumbrances"), and (B) all material   
    easements and rights, including but not limited to easements for
 power lines, water lines, sewers, roadways and other means of
   ingress and egress, necessary to conduct the business conducted
on the Purchaser Real                                       

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     Properties; and none of the Liens set forth in Section 5.13(b) of
  the Purchaser Disclosure Letter has had or could reasonably be
   expected to have a Material Adverse Effect on Purchaser and its
Subsidiaries, taken as a whole;                             

           (ii)  Neither the whole nor any portion of any of the
    Purchaser Real Properties is subject to any pending condemnation
or similar proceeding by any governmental authority, and    
   Purchaser does not know that any such condemnation or taking is
threatened or contemplated;                                 

            (iii)  Neither Purchaser nor any of its Subsidiaries is,
     or as of the Closing Date will be, in violation of any applicable
  Law or Order relating to the Purchaser Real Properties, except
     (A) for Environmental Laws (which are addressed in Section 5.21),
(B) for compliance with the rules and regulations of the FCC
   (which are addressed in Section 5.27) and (C) where the failure
   to be in compliance with such Law or Order could not reasonably
  be expected to have a Material Adverse Effect on Purchaser and
its Subsidiaries, taken as a whole, and no notice from any  
  Governmental Body has been served upon Purchaser or any of its
Subsidiaries or Affiliates claiming any material violation  
   thereof or calling attention to the need for any material work,
repairs, construction, alterations, installations on or in  
connection with said owned or leased real properties used by
Purchaser or its Subsidiaries;                              

             (iv)  Purchaser or one of its Subsidiaries has obtained
    all permits, licenses or certificates of occupancy pertaining to
 the ownership or operation of any of the owned or leased real
  properties of Purchaser or any of its Subsidiaries (including,
without limitation, the Purchaser Real Properties) that are 
   required to be obtained from any Governmental Body by Purchaser
  or any of its Subsidiaries, except where the failure to obtain
 such permits, licenses or certificates of occupancy could not
reasonably be expected to have a Material Adverse Effect on 
Purchaser and its Subsidiaries taken as a whole;            

               (v)  Each of the leases of real property referred to in
     Section 5.13(a) above is valid and enforceable in accordance with
    its terms, subject to the Bankruptcy Exception, and there is not
under any such lease any existing breach, default, event of 
   default or event which, with notice and/or lapse of time, would
     constitute a breach, default or event of default (A) by Purchaser
    or any of its Subsidiaries or (B) to the knowledge of Purchaser,
   by any other party to any such lease, except where such breach,

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   default or event of default could not reasonably be expected to
     have a Material Adverse Effect on Purchaser and its Subsidiaries,
taken as a whole;                                           

              (vi)  No previous or current party to any such lease has
 given notice of or made a claim with respect to any breach or
default, the consequences of which, individually or in the  
aggregate, could reasonably be expected to have a Material  
Adverse Effect on Purchaser and its Subsidiaries, taken as a
whole;                                                      

        (vii)  None of the rights of Purchaser or any of its
Subsidiaries under any of such leases will be subject to    
    termination or modification as the result of the consummation of
the transactions contemplated by this Agreement; and        

      (viii)  No consent or approval of any third party is
  required under any lease referred to in Section 5.13(a) to the
consummation of the transactions contemplated hereby.       

5.14  Tangible Personal Property.                 
--------------------------            

          (a)  Section 5.14(a) of the Purchaser Disclosure Letter sets
forth all leases of personal property, other than leases for motor    
vehicles, involving annual payments in excess of $20,000 to which     
Purchaser or any of its Subsidiaries is a party or by which Purchaser 
or any of its Subsidiaries is bound.  True, correct and complete      
copies of all documents referred to in Section 5.14(a) of the         
Purchaser Disclosure Letter have been delivered or made available to  
Seller.                                                               

          (b)  Except as set forth in Section 5.14(b) of the Purchaser
Disclosure Letter:                                                    

             (i)  Each of the leases of personal property referred
     to in Section 5.14(a) is valid and enforceable in accordance with
     its terms, subject to the Bankruptcy Exception, and there is not,
   under any such lease, any existing breach, default, or event of
   default or event which, with notice and/or lapse of time, would
     constitute a breach, default or event of default (A) by Purchaser
     or any of its Subsidiaries or, (B) to the knowledge of Purchaser,
   by any other party to any such lease, except where such breach,
   default or event of default could not reasonably be expected to
     have a Material Adverse Effect on Purchaser and its Subsidiaries,
taken as a whole;                                           

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              (ii)  No previous or current party to any such lease has
 given notice of or made a claim with respect to any breach or
     default thereunder, the consequences of which, individually or in
  the aggregate, could reasonably be expected to have a Material
Adverse Effect on Purchaser and its Subsidiaries, taken as a
whole;                                                      

           (iii)  None of the rights of any of Purchaser or any of
its Subsidiaries under any of such leases will be subject to
    termination or modification as the result of the consummation of
the transactions contemplated by this Agreement;            

        (iv)  No consent or approval of any third party is
  required under any lease referred to in Section 5.14(a) to the
consummation of the transactions contemplated hereby;       

          (v)  Purchaser or one of its Subsidiaries has good
title to all material items of tangible personal property   
reflected on the Purchaser Balance Sheet (except as sold or 
     disposed of subsequent to the date thereof in the ordinary course
  of business consistent with past practices), free and clear of
Liens; and                                                  

              (vi)  All of the items of tangible personal property not
 owned by Purchaser or one of its Subsidiaries but used in the
business of Purchaser and which, individually or in the     
   aggregate, are material to the conduct of such business, are in
   such condition that upon the return of such properties to their
   owners in the current condition of such properties, normal wear
   and tear excepted, at the end of the relevant lease terms or as
   otherwise contemplated by the applicable agreements with owners
 thereof, the obligations of Purchaser or its Subsidiaries (as
 applicable) to such owners will be discharged in all material
respects.                                                   

       5.15  Intangible Property.  Section 5.15 of the Purchaser
-------------------                   

Disclosure Letter sets forth a list of each letters patent, material  
trademark, material trade name, registered copyright, material service
mark, and any other similar, registered property or trade right owned 
by Purchaser or any of its Subsidiaries, or used by Purchaser or any  
of its Subsidiaries in its business (collectively, together with all  
know-how, processes, formulae, trade secrets, inventions, designs,    
industrial models, computer programs and other technical data or      
drawings, the "Purchaser Intellectual Property"), and sets forth all  
applications and licenses for any of the foregoing, and all licenses  
or similar agreements or arrangements relating to the                 

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operation of the business of Purchaser or any of its Subsidiaries or  
to which Purchaser and its Subsidiaries is a party or subject (prop-  
erty of the foregoing type being hereinafter collectively referred to 
as the "Purchaser IP Licenses"), including all licenses or similar    
agreements or arrangements by which Purchaser or its Subsidiaries are 
authorized to use intellectual property of a third party or have      
granted a third party rights to use intellectual property related to  
the business of Purchaser or any of its Subsidiaries.  Except as      
indicated in Section 5.15 of the Purchaser Disclosure Letter:         

          (a)  Purchaser or one of its Subsidiaries owns all title and
interest in, and, to the knowledge of Purchaser, right and authority  
to use, in connection with the conduct of the business of Purchaser   
and its Subsidiaries as such business is presently conducted, all of  
the Purchaser Intellectual Property and Purchaser IP Licenses listed  
in Section 5.15 of the Purchaser Disclosure Letter free and clear of  
all Liens.  The Purchaser Intellectual Property and Purchaser IP      
Licenses, to the knowledge of Purchaser, constitute all of the        
intellectual property that Purchaser needs to conduct its (and its    
Subsidiaries) business as currently conducted.  The operation of the  
business of Purchaser and its Subsidiaries does not, to the knowledge 
of Purchaser, infringe upon, misappropriate or violate any patent,    
trade name, trademark, service mark, trade secret, brand mark and     
brand name and other property or trade right of any other person, firm
or corporation, and none of Purchaser or any of its Subsidiaries has  
received any notice or has knowledge pertaining to any actual or      
threatened, infringement, misappropriation or violation of the items  
of intellectual property listed in the preceding sentence;            

(b)  There are no asserted or, to the knowledge of
Purchaser, threatened governmental, judicial or adversarial           
proceedings, hearings, arbitrations, disputes or claims with respect  
to any of the Purchaser Intellectual Property or Purchaser IP Licenses
listed in Section 5.15 of the Purchaser Disclosure Letter;            

   (c)  To the knowledge of Purchaser, no third party is
infringing or engaging in an unauthorized use of the Purchaser        
Intellectual Property or Purchaser IP Licenses; and                   

       (d)  To the knowledge of Purchaser, neither Purchaser nor
any of its Subsidiaries or Affiliates has made any disclosure to a    
third party that would materially impair the value of any confidential
Purchaser Intellectual Property or confidential Purchaser IP Licenses,
and Purchaser and its Affiliates have treated such confidential       
information in a manner reasonably designed to preserve its           
confidentiality.                                                      

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5.16  Material Contracts.                         
------------------                    

       (a)  Section 5.16 of the Purchaser Disclosure Letter sets
forth (i) each oral or written agreement, arrangement or commitment of
any nature to which Purchaser or any of its Subsidiaries is a party or
by which it is bound involving (A) a commitment of more than $75,000, 
or (B) the purchase or sale of any assets of Purchaser or its         
Subsidiaries having a book value of more than $75,000 and (ii) all    
(A) loan or credit agreements, indentures, guaranties, promissory     
notes, pledge agreements, mortgages, security agreements or other     
instruments in respect of borrowed funds, (B) distributorship, agency,
representation, dealer or similar agreements, (C) covenants not to    
compete or any other agreements or understandings which would restrict
the operation of Purchaser's or any of its Subsidiaries' businesses in
any geographical area or to any person or class of persons, or which  
in any way affects the price or other terms at which such businesses  
or Purchaser or any of its Subsidiaries or any agent or representative
of such businesses or Purchaser or any of its Subsidiaries may sell   
products or services, (D) contracts or commitments for capital        
expenditures and (E) partnership or joint venture agreements.         
Agreements, arrangements and commitments of the types described in    
subsections (i) and (ii) above,  other than System management and     
option agreements, are hereinafter collectively referred to as the    
"Purchaser Material Agreements."                                      

 (b)  Each Purchaser Material Agreement is valid and
enforceable in accordance with its terms, subject to the Bankruptcy   
Exception.  Except as set forth in Section 5.16 of the Purchaser      
Disclosure Letter, (i) neither Purchaser nor any of its Subsidiaries  
nor, to the knowledge of Purchaser, any other party thereto, is in    
breach of or in default under any Purchaser Material Agreement,       
(ii) to the  knowledge of Purchaser, there has not occurred any event 
which, after the giving of notice or the lapse of time or both, would 
constitute a default under, or result in a breach of, any Purchaser   
Material Agreement, (iii) no previous or current party to any         
Purchaser Material Agreement has given notice of or made a claim, or, 
to the knowledge of Purchaser, threatened to make a claim, with       
respect to any breach or default thereunder, the consequences of      
which, in the case of clauses (i), (ii) and (iii), individually or in 
the aggregate, could reasonably be expected to have a Material Adverse
Effect on Purchaser and its Subsidiaries, taken as a whole, (iv) none 
of the rights of Purchaser or any of its Subsidiaries under any of the
Purchaser Material Agreements will be subject to termination or       
modification as a result of the consummation of the transactions      
contemplated by this Agreement, and (v) no consent or approval of any 
third party is required under any Purchaser                           

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Material Agreement to the consummation of the transactions            
contemplated hereby.                                                  

       (c)  Simultaneously with the execution of this Agreement,
Purchaser has delivered to Seller a true, complete and correct copy of
the Midland Agreement (including all exhibits and schedules thereto)  
as in effect on the date hereof.  The Midland Agreement is valid and  
enforceable in accordance with its terms, subject to the Bankruptcy   
Exception.  Each of the representations and warranties of Purchaser   
contained in the Midland Agreement, and to Purchaser's knowledge, each
of the representations and warranties of Midland US contained therein,
is true and correct in all material respects and will be true and     
correct in all material respects as of the Closing Date.  (i) Neither 
Purchaser nor, to the knowledge of Purchaser, Midland US, is in       
material breach of or in material default under the Midland Agreement,
(ii) to the knowledge of Purchaser, there has not occurred any event  
which, after the giving of notice or the lapse of time or both, would 
constitute a material default under, or result in a material breach   
of, the Midland Agreement, (iii) no party to the Midland Agreement has
given notice of or made a claim with respect to any material breach or
material default thereunder, (iv) except as set forth in the Midland  
Agreement, none of the rights of Purchaser under the Midland Agreement
will be subject to termination or modification as a result of the     
consummation of the transactions contemplated by this Agreement, and  
(v) except as set forth therein, no consent or approval of any third  
party is required under the Midland Agreement to the consummation of  
the transactions contemplated thereby or hereby.                      

5.17  Employee Benefits.                          
-----------------                     

          (a)  Section 5.17(a) of the Purchaser Disclosure Letter sets
forth a complete and correct list of (i) all "employee benefit plans",
as defined in Section 3(3) of the Employee Retirement Income Security 
Act of 1974, as amended ("ERISA"), and any other pension plans,       
employee benefit plans, programs or arrangements, payroll practices   
(including, without limitation, severance pay, vacation pay, company  
awards, consulting or other compensation arrangements, salary         
continuation for disability, sick leave, retirement, deferred compen- 
sation, bonus or other incentive compensation, stock purchase,        
hospitalization, medical insurance, life insurance and scholarship    
programs) maintained by Purchaser or its Subsidiaries or to which     
Purchaser or any of its Subsidiaries contributes or is obligated to   
contribute thereunder with respect to employees of Purchaser or any of
its Subsidiaries (the "Purchaser Employee Benefit Plans") and (ii) all
"employee pension plans," as defined in Section 3(2) of ERISA,        
maintained by Purchaser or its Subsidiaries or any trade or business  

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(whether or not incorporated) which are under control, or which are   
treated as a single employer with Purchaser and any of its            
Subsidiaries under Section 414(b), (c), (m) or (o) of the Code ("ERISA
Affiliate") or to which Purchaser, any of its Subsidiaries or any     
ERISA Affiliate contributed or is obligated to contribute thereunder  
(the "Purchaser Pension Plans").  Section 5.17(a) of the Purchaser    
Disclosure Letter clearly identifies, in separate categories, the     
Purchaser Employee Benefit Plans or the Purchaser Pension Plans that  
are (i) subject to Section 4063 and 4064 of ERISA ("Multiple Employer 
Plans"), (ii) multiemployer plans (as defined in Section 4001(a)(3) of
ERISA) ("Multiemployer Plans") or (iii) "group health plans," within  
the meaning of Section 5000(b)(1) of the Code providing continuing    
benefits after the termination of employment (other than as required  
by Section 4980B of the Code or Part 6 of Subtitle B of Title I of    
ERISA and at the former employee's or his beneficiary's sole expense).

 (b)  None of Purchaser, any Subsidiary or any ERISA
Affiliate has withdrawn in a complete or partial withdrawal from any  
Multiemployer Plan prior to the Closing Date, nor has any of them     
incurred any liability due to the termination or reorganization of a  
Multiemployer Plan; and Seller shall not have (i) any obligation to   
make any contribution to any Multiemployer Plan or (ii) any withdrawal
liability from any such Multiemployer Plan under Section 4201 of ERISA
which it would not have had it not received the Purchaser Shares from 
Purchaser at the Closing in accordance with the terms of this         
Agreement.                                                            

   (c)  Each of the Purchaser Employee Benefit Plans and
Purchaser Pension Plans intended to qualify under Section 401 of the  
Code ("Qualified Plans") so qualify and the trusts maintained thereto 
are exempt from federal income taxation under Section 501 of the Code,
and, except as disclosed in Section 5.17(b) of the Purchaser          
Disclosure Letter, nothing has occurred with respect to the operation 
of any such plan which could cause the loss of such qualification or  
exemption or the imposition of any liability, penalty or tax under    
ERISA or the Code.                                                    

          (d)  All contributions, including all employer contributions
and employee salary reduction contributions and premiums required by  
Law or by the terms of any Purchaser Employee Benefit Plan or         
Purchaser Pension Plan as of the Closing Date, have been timely made  
(without regard to any waivers granted with respect thereto) to any   
funds or trusts established thereunder or in connection therewith, and
no accumulated funding deficiencies exist in any of the Purchaser     
Employee Benefit Plans or Purchaser Pension Plans subject to Section  
412 of the Code.                                                      

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 (e)  The benefit liabilities, as defined in Section
4001(a)(16) of ERISA, of each of the Purchaser Employee Benefit Plans 
and Purchaser Pension Plans subject to Title IV of ERISA using the    
actuarial assumptions that would be used by the Pension Benefit       
Guaranty Corporation (the "PBGC") in the event it terminated each such
plan do not exceed the fair market value of the assets of each such   
plan.  The liabilities of each Purchaser Employee Benefit Plan or     
Purchaser Pension Plan that has been terminated or otherwise wound up,
have been fully discharged in full compliance with applicable Law.    

       (f)  There has been no "reportable event" as that term is
defined in Section 4043 of ERISA and the regulations thereunder with  
respect to any of the Purchaser Employee Benefit Plans or Purchaser   
Pension Plans subject to Title IV of ERISA which would require the    
giving of notice or any event requiring notice to be provided under   
Section 4041(c)(3)(C) or 4063(a) of ERISA.                            

       (g)  There has been no violation of ERISA with respect to
the filing of applicable returns, reports, documents and notices      
regarding any of the Purchaser Employee Benefit Plans or Purchaser    
Pension Plans with the Secretary of Labor or the Secretary of the     
Treasury or the furnishing of such notices or documents to the        
participants or beneficiaries of the Purchaser Employee Benefit Plans 
or Purchaser Pension Plans.                                           

     (h)  True, correct and complete copies of the following
documents, with respect to each of the Purchaser Employee Benefit     
Plans and Purchaser Pension Plans (as applicable), have been delivered
to the Seller:  (i) any plans and related trust documents, and all    
amendments thereto, (ii) the most recent Form 5500s for the past three
years and schedules thereto, (iii) the most recent financial          
statements and actuarial valuations for the past three years, (iv) the
most recent Internal Revenue Service determination letter, (v) the    
most recent summary plan descriptions (including letters or other     
documents updating such descriptions), (vi) written descriptions of   
all non-written agreements relating to the Purchaser Employee Benefit 
Plans and Purchaser Pension Plans and (vii) all written communications
to employees relating to the Purchaser Employee Benefit Plans or      
Purchaser Pension Plans.                                              

         (i)  There are no pending Legal Proceedings which have been
asserted or instituted against any of the Purchaser Employee Benefit  
Plans or Purchaser Pension Plans, the assets of any such plans of     
Purchaser, or the plan administrator or any fiduciary of the Purchaser
Employee Benefit Plans or Purchaser Pension Plans with respect to the 
operation of such plans (other than routine,                          

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uncontested benefit claims), and there are no facts or circumstances  
which could form the basis for any such Legal Proceeding.             

   (j)  Each of the Purchaser Employee Benefit Plans and
Purchaser Pension Plans has been maintained, in all material respects,
in accordance with its terms and all provisions of applicable Law.    
All amendments and actions required to bring each of the Purchaser    
Employee Benefit Plans and Purchaser Pension Plans into conformity in 
all material respects with all of the applicable provisions of ERISA  
and other applicable Laws have been made or taken except to the extent
that such amendments or actions are not required by Law to be made or 
taken until a date after the Closing Date and are disclosed in Section
5.17(j) of the Purchaser Disclosure Letter.                           

   (k)  Purchaser, any of its Subsidiaries and any ERISA
Affiliate which maintains a "group health plan" within the meaning of 
Section 5000(b)(1) of the Code have complied with the notice and      
continuation requirements of Section 4980B of the Code, Part 6 of     
Subtitle B of Title I of ERISA and the applicable regulations         
thereunder.                                                           

      (l)  None of the Purchaser, any of its Subsidiaries, any
ERISA Affiliate or any organization to which any is a successor or    
parent corporation, has divested any business or entity maintaining or
sponsoring a defined benefit pension plan having an "amount of        
unfunded benefit liabilities" (within the meaning of Section          
4001(a)(18) of ERISA) or transferred any such plan to any person other
than the Purchaser or any ERISA Affiliate during the six-year period  
ending on the Closing Date.                                           

     (m)  Neither Purchaser, any of its Subsidiaries nor any
"party in interest" or "disqualified person" with respect to the      
Purchaser Employee Benefit Plans or Purchaser Pension Plans has       
engaged in a "prohibited transaction" within the meaning of Section   
4975 of the Code or Section 406 of ERISA.  No fiduciary has any       
liability for breach of fiduciary duty or any other failure to act or 
comply in connection with the administration or investment of the     
assets of any Employee Benefit Plan and Pension Plan.                 

    (n)  None of Purchaser, its Subsidiaries, or any ERISA
Affiliate has terminated any Purchaser Employee Benefit Plan or       
Purchaser Pension Plan subject to Title IV of ERISA, or incurred any  
outstanding liability under Section 4062 of ERISA to the PBGC or to a 
trustee appointed under Section 4042 of ERISA.  All premiums due to   
the PBGC with respect to the Purchaser Employee Benefit Plans and     
Purchaser Pension Plans have been paid.                               

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 (o)  Except as disclosed on Schedule 5.17(o) of the
Purchaser Disclosure Letter, none of Purchaser or any of its Sub-     
sidiaries maintains retiree life or retiree health insurance plans    
which are "welfare benefit plans" within the meaning of Section 3(1)  
of ERISA.                                                             

       (p)  Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will     
(i) result in any payment becoming due to any current, former or      
retired employee of Purchaser or any of its Subsidiaries;             
(ii) increase any benefits otherwise payable under any Purchaser      
Employee Benefit Plan or Purchaser Pension Plan; or (iii) result in   
the acceleration of the time of payment or vesting of any such        
benefits.                                                             

        (q)  No stock or other security issued by Purchaser or any
of its Subsidiaries forms or has formed a material part of the assets 
of any Purchaser Employee Benefit Plan or Purchaser Pension Plan.     

5.18  Labor.                                      
-----                                 

       (a)  Except as set forth in Section 5.18 of the Purchaser
Disclosure Letter, no employees of Purchaser or any of its            
Subsidiaries are represented by any labor organization, and no labor  
organization or group of employees of Purchaser or any of its         
Subsidiaries has made a demand for recognition, has filed a petition  
seeking a representation proceeding or given Purchaser or any of its  
Subsidiaries written notice of any intention to be represented by a   
collective bargaining representative.  No collective bargaining       
agreement is currently being negotiated with respect to any employees 
of Purchaser or any of its Subsidiaries.                              

        (b)  Except to the extent set forth in Section 5.18 of the
Purchaser Disclosure Letter, (i) to the knowledge of each of Purchaser
and its Subsidiaries, Purchaser and each of its Subsidiaries is in    
material compliance with all applicable Laws respecting employment and
employment practices, terms and conditions of employment and wages and
hours, and with each collective bargaining agreement applicable to it,
and is not engaged in any unfair labor practice; (ii) to the knowledge
of Purchaser, there is no unfair labor practice charge, complaint or  
similar claim against Purchaser or any of its Subsidiaries pending or 
threatened before the National Labor Relations Board or any similar   
foreign Governmental Body; (iii) there is no labor strike, work       
slowdown or stoppage or other significant labor dispute or disturbance
pending or, to the knowledge of Purchaser, threatened against or      
affecting Purchaser and its Subsidiaries;                             

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(iv) to the knowledge of Purchaser, there is no representation claim  
or petition pending before the National Labor Relations Board or any  
similar foreign Governmental Body, and no question concerning         
representation exists with respect to the respective employees of     
Purchaser or any of its Subsidiaries; (v) no grievance or arbitration 
proceeding arising out of or under collective bargaining agreements is
pending, and no claim therefor exists, which in any case could        
reasonably be expected to have a Material Adverse Effect on Purchaser 
and its Subsidiaries, taken as a whole; and (vi) neither Purchaser nor
any of its Subsidiaries has experienced any work stoppage or other    
significant labor difficulty during the past three years.             

       (c)  Section 5.18 of the Purchaser Disclosure Letter sets
forth each agreement and supplemental agreement currently in effect   
between Purchaser or any of its Subsidiaries and each collective      
bargaining representative representing a group of employees employed  
by Purchaser or any of its Subsidiaries, and Seller has been furnished
with a true and complete copy of each such agreement and supplemental 
agreement.                                                            

       (d)  Section 5.18 of the Purchaser Disclosure Letter sets
forth the names of all present salaried employees of Purchaser or its 
Subsidiaries and their current annual salaries or other compensation. 

5.19  Litigation.                                 
----------                            

       (a)  Except as disclosed in Section 5.19 of the Purchaser
Disclosure Letter, (i) there are no Legal Proceedings (including, but 
not limited to, any proceedings which seek the revocation, non-renewal
or the adverse modification of any license) asserted or, to the       
knowledge of Purchaser, threatened, or any governmental investigation 
asserted or threatened, against or affecting Purchaser or any of its  
Subsidiaries, at law or in equity, before or by any federal, state,   
municipal or other governmental department, commission, board, bureau,
agency, court or other instrumentality, or by any private person,     
firm, corporation or other entity (such representation being limited, 
in the case of any such matter in which the sole remedy sought or     
threatened to be sought, as the case may be, is the payment of money, 
to matters in which the sum sought or threatened to be sought is      
unspecified or in excess of $15,000), (ii) to the knowledge of        
Purchaser, there is no basis for any such Legal Proceeding which could
not, individually or in the aggregate, reasonably be expected to have 
a Material Adverse Effect on Purchaser and its Subsidiaries, taken as 
a whole and (iii) there are no existing or, to the knowledge of       
Purchaser, threatened orders, judgments or decrees of any court or    
governmental agency                                                   

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affecting Purchaser or any of its Subsidiaries or any of their        
respective properties or assets.                                      

       (b)  Except as set forth in Section 5.19 of the Purchaser
Disclosure Letter, as of the date hereof, there are no Legal          
Proceedings pending or, to the knowledge of Purchaser, threatened     
against, or any governmental investigation asserted or, to the        
knowledge of Purchaser, threatened against, Purchaser or any of its   
Subsidiaries which would give any third party the right to enjoin or  
rescind the transactions contemplated by this Agreement or otherwise  
prevent any of the parties hereto from complying with the terms and   
provisions of this Agreement.                                         

         5.20  Compliance with Laws.  To the knowledge of Purchaser,
--------------------                  

Purchaser and each of its Subsidiaries is in compliance with all Laws 
applicable to it or to the conduct of its business or operations or   
the use of its properties (including any leased properties) and       
assets, except for (a) Environmental Laws (which are addressed in     
Section 5.21), (b) as may be disclosed in Section 5.27 (including, to 
the extent set forth therein, in the Recent SEC Documents) or in      
Section 5.27 of the Purchaser Disclosure Letter, and (c) such         
instances of non-compliance as could not, individually or in the      
aggregate, reasonably be expected to have a Material Adverse Effect on
Purchaser and its Subsidiaries, taken as a whole.  Neither Purchaser  
nor any of its Subsidiaries has received any written notice alleging  
any non-compliance with applicable Laws, except as set forth in       
Section 5.20 of the Purchaser Disclosure Letter.                      

5.21  Environmental Matters.                      
---------------------                 

     (a)  For purposes of this Section 5.21, "Real Property"
means all real property presently owned or operated by Purchaser or   
any of its Subsidiaries on which facilities are located and all real  
property (including property held as trustee or in any other fiduciary
capacity) over which Purchaser or any of its Subsidiaries currently   
exercises ownership, dominion, management or control.  To the extent  
that Real Property includes site leases (the "Site Leases"), any      
representation or warranty set forth in this Section 5.21 shall, with 
respect to such Site Leases, be deemed to be given to the knowledge of
Purchaser, without any independent investigation.  "Divested Real     
Property" means any real property formerly owned or operated by       
Purchaser or its Subsidiaries which, if it were still so owned or     
operated, would constitute Real Property.                             

       (b)  Except as set forth in Section 5.21 of the Purchaser
Disclosure Letter or as would not individually or in                  

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the aggregate have a Material Adverse Effect on Purchaser and its     
Subsidiaries, taken as a whole,                                       

        (i)  The operations of Purchaser and each of its
    Subsidiaries are and have been in compliance with all applicable
Environmental Laws,                                         

            (ii)  to the knowledge of Purchaser, the Real Property
does not (and any Divested Real Property at the time of its 
     disposition did not) contain any Hazardous Substance in violation
of any applicable Environmental Law,                        

            (iii)  neither Purchaser nor any of its Subsidiaries has
   any knowledge that, or has received any written notices, demand
     letters or written requests for information from any Governmental
   Body or any third party indicating that, it may be in violation
of, or liable under, any Environmental Law,                 

          (iv)  there are no civil, criminal or administrative
actions, suits, demands, claims, hearings, investigations or
     proceedings pending or, to the knowledge of Purchaser, threatened
    against Purchaser or any of its Subsidiaries with respect to the
     business or operations of Purchaser or any of its Subsidiaries or
     the Real Property (or any Divested Real Property) relating to any
violation or alleged violation, of any Environmental Law,   

              (v)  no reports have been filed, or are required to be
 filed, by Purchaser or any of its Subsidiaries concerning the
  release of any Hazardous Substance or the threatened or actual
     violation of any Environmental Law on or at the Real Property (or
any Divested Real Property),                                

       (vi)  to the knowledge of Purchaser, there are no
underground storage tanks on, in or under any of the Real   
   Property, and there were no underground storage tanks on, in or
    under any Divested Real Property at the time of its disposition;
     and no underground storage tanks have been closed or removed from
any Real Property or Divested Real Property while such Real 
Property or Divested Real Property was owned or operated by 
Purchaser or any of its Subsidiaries, and                   

            (vii)  neither Purchaser nor any of its Subsidiaries has
    incurred, and none of the Real Property is presently subject to,
any liabilities fixed (or, to the knowledge of Purchaser,   
contingent) relating to any suit, settlement, court order,  
     administrative order, judgment or claim asserted or arising under
any Environmental Law.                                      

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      (c)  There are no permits or licenses required under any
Environmental Law in respect of the Real Property, except for such    
permits or licenses the absence of which could not reasonably be      
expected to have a Material Adverse Effect on Purchaser and its       
Subsidiaries, taken as a whole.                                       

    (d)  Neither Purchaser nor any of its Subsidiaries has
received written notice or otherwise has knowledge that any part of   
the Real Property or any Divested Real Property has been or is listed 
as a site containing Hazardous Substances pursuant to any             
Environmental Law.                                                    

      5.22  Insurance.  Purchaser has made available to Seller
---------                             

true, complete and correct copies of all policies of insurance of any 
kind or nature covering Purchaser or any of its Subsidiaries or any of
their respective employees, properties or assets, including, without  
limitation, policies of life, disability, fire, theft, workers        
compensation, employee fidelity, product liability and other casualty 
and liability insurance.  All such policies are in full force and     
effect and have not been reduced or cancelled; no change in any such  
insurance policy has been notified to Purchaser; and, to the          
Purchaser's knowledge, neither Purchaser nor any of its Subsidiaries  
is in default of any provision thereof, except for such defaults as   
could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect on Purchaser and its Subsidiaries,     
taken as a whole.                                                     

       5.23  Related Party Transactions.  Except as set forth in
--------------------------            

Section 5.23 of the Purchaser Disclosure Letter, no Affiliate of      
Purchaser (other than its Subsidiaries) has borrowed any moneys from  
or has outstanding any indebtedness or other similar obligations to   
Purchaser or any of its Subsidiaries, and neither Purchaser nor any of
its Subsidiaries has borrowed any moneys from or has any indebtedness 
or other similar obligations to any Affiliates of Purchaser (other    
than its Subsidiaries) or any holder of more than 15% of Purchaser's  
issued and outstanding shares of capital stock.  Except as set forth  
in Section 5.23 of the Purchaser Disclosure Letter, no Affiliate      
(other than Subsidiaries) or, to the knowledge of Purchaser, holder of
more than 15% of the issued and outstanding common stock of Purchaser 
nor, to the knowledge of Purchaser, any officer or employee of        
Purchaser or its Affiliates (i) owns any direct or indirect interest  
of any kind in, or controls or is a director, officer, employee or    
partner of, or consultant to, or lender to or borrower from or has the
right to participate in the profits of, any Person which is (A) a com-
petitor, supplier, customer, landlord, tenant, creditor or debtor of  
Purchaser or any of its Subsidiaries, (B) engaged in a business       
related to the business                                               

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of Purchaser or any of its Subsidiaries, or (C) a participant in any  
transaction to which Purchaser or any of its Subsidiaries is a party  
or except where any officer or employee of Purchaser or its Affiliates
owns less than 5% of the issued and outstanding capital stock of such 
Person and such Person's equity securities are traded or quoted on a  
recognized stock exchange or quotations system, (ii) is a party to any
Contract with Purchaser or any of its Subsidiaries.                   

       5.24  Financial Advisors.  Except as set forth in Section
------------------                    

5.24 of the Purchaser Disclosure Letter, no Person has acted, directly
or indirectly, as a broker, finder or financial advisor for the       
Purchaser in connection with the transactions contemplated by this    
Agreement and no Person is entitled to any fee or commission or like  
payment in respect thereof.  Purchaser and its Affiliates have entered
into no agreement or arrangement which would require Seller or any of 
its Affiliates to pay any such fee or commission.                     

         5.25  Claims to Property.  Except as otherwise disclosed in
------------------                    

this Agreement or the Purchaser Disclosure Letter, no Affiliates of   
Purchaser (other than its Subsidiaries) have any claim to any         
property, asset or right owned by Purchaser or any of its Subsidiaries
or used by Purchaser or any of its Subsidiaries in the conduct of its 
business.                                                             

         5.26  Licenses; Permits; Authorizations.  Purchaser and its
---------------------------------     

Subsidiaries have all material approvals, authorizations, consents,   
licenses (excluding FCC licenses), orders and permits (except for     
sales and use tax permits, franchise tax registrations and zoning     
ordinances, variances and permits) of all Governmental Bodies,        
required by the nature of the operations of Purchaser or any of its   
Subsidiaries to permit the operation thereof in the manner in which   
they are currently conducted (collectively, the "Purchaser Licenses").
Purchaser or one of its Subsidiaries is the authorized legal holder of
the Purchaser Licenses issued to and used by it, none of which is     
subject to any restriction or condition which would limit in any      
material respect the full operation of Purchaser or any of its        
Subsidiaries as now or proposed to be operated.                       

5.27  FCC Matters.                                
-----------                           

          (a)  Section 5.27(a) of the Purchaser Disclosure Letter sets
forth a true and complete list of the following information for each  
220 MHz land mobile radio system under management by Purchaser or any 
of its Subsidiaries or which Purchaser or any of its Subsidiaries     
holds an option to acquire (individually, a "System," and,            
collectively, the "Systems"):                                         

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               (i)  the name of the FCC licensee of the System (and an
   appropriate notation if any such licensee is an Affiliate or an
"associate" (as defined under the Securities Exchange Act of
1934, as amended) of Purchaser), the call sign, the licensed
transmitter location (by site coordinates and city) and the 
  transmitter location (by site coordinates and city) on which a
   system has been constructed that is different from the licensed
  location, the frequency or frequencies authorized, the date of
construction of the frequencies, the number of frequencies  
constructed and the license renewal date;                   

            (ii)  a list and current copies (or written summaries,
    including all material terms, in the case of oral agreements) of
 all contracts (excluding customer contracts), leases and site
 licenses related to Purchaser's SMR business and the Systems,
   including, without limitation, all agreements between purchaser
    and licensee, all site licenses, equipment leases or installment
sale contracts, partnership, joint-venture or joint-use     
     agreements, management agreements, dealer agreements, short-space
agreements or the like;                                     

             (iii)  to Purchaser's knowledge, a list of all agreements
     between the licensee and any third party relating to the license,
   including, without limitation, rights of first refusal, options
    and other such rights or obligations which may affect the rights
of Purchaser to manage the license or to exercise any of    
Purchaser's option or right of first refusal to acquire the 
license; and                                                

             (iv)  a list of all installed equipment with respect to
such System for which title is held by Purchaser.           

          (b)  Except as set forth in Section 5.27(a) of the Purchaser
Disclosure Letter, all of the contracts, leases and site licenses     
relating to the Systems have been entered into by Purchaser on arm's  
length terms with non-Affiliates. Neither Purchaser nor any of its    
Subsidiaries nor, to the knowledge of Purchaser, any of the other     
contracting parties is in default in any material respect, or has     
acted or failed to act in a manner which, with notice or the passage  
of time or both, will result in a material default, under any of the  
contracts, leases, and site licenses, and no penalties have been      
incurred nor are any material amendments pending with respect to any  
of such contracts, leases and site licenses.                          

          (c)  Except as set forth in Section 5.27(c) of the Purchaser
Disclosure Letter or in the Purchaser's Annual Report                 

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on Form 10-K for the fiscal year ended December 31, 1995 or Quarterly 
Report on Form 10-Q for the period ended March 31, 1996 (collectively,
as filed prior to the date hereof, without taking into account any    
amendments filed after the date hereof, the "Recent SEC Documents"),  
all of the properties, equipment and systems of the Purchaser or any  
of its Subsidiaries, and all of the properties, equipment and systems 
of the Systems and all properties, equipment and systems of Purchaser 
or any of its Subsidiaries and the Systems to be added in connection  
with any contemplated system expansion or construction prior to       
Closing are and will be in compliance with all standards or rules     
imposed by any Governmental Body, including, without limitation, the  
FCC and (if applicable) any public utilities commission or other state
or local governments or instrumentalities (but excluding Environmental
Laws, which are not addressed hereby) or as imposed under any         
agreements with customers, and are and will be in good repair and     
working order.                                                        

          (d)  Except as set forth in Section 5.27(d) of the Purchaser
Disclosure Letter or the Recent SEC Documents, to the knowledge of    
Purchaser, all franchise, license or other fees and charges which have
become due with respect to the FCC licenses for the Systems have been 
duly and timely paid, and Purchaser or one of its Subsidiaries has    
made appropriate provision for any such fees and charges which have   
accrued and remain unpaid.  Except as set forth in Section 5.27(d) of 
the Purchaser Disclosure Letter or the Recent SEC Documents, to the   
knowledge of Purchaser, all licenses, necessary permits, consents and 
authorizations required to construct and operate the Systems from the 
FCC and, if applicable, any public utilities commission, have been    
duly obtained in compliance with all FCC Rules, regulations and       
policies and are in good standing.  Except as set forth in Section    
5.27(d) of the Purchaser Disclosure Letter or the Recent SEC          
Documents, to the knowledge of Purchaser, the FCC licenses for the    
Systems are valid and in full force and effect without conditions     
except for such conditions as are stated on the FCC license or as are 
generally applicable to holders of 220 MHz non-nationwide FCC licenses
in the Private Land Mobile Radio Service.  Except as set forth in     
Section 5.27(d) of the Purchaser Disclosure Letter or the Recent SEC  
Documents, to the knowledge of Purchaser, no event has occurred or is 
continuing which could (i) result in the revocation or termination or 
adverse modification of any FCC license that is managed by, or under  
option to, Purchaser or any of its Subsidiaries, or (ii) adversely    
affect any of the rights of the FCC licensee or Purchaser or any of   
its Subsidiaries thereunder.  Except as set forth in Section 5.27(d)  
of the Purchaser Disclosure Letter or the Recent SEC Documents,       
Purchaser has no reason to believe or any knowledge that the FCC      
licenses will not be renewed in the                                   

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ordinary course or that a transfer or assignment to Purchaser of the  
FCC licenses will not be granted in the ordinary course.              

          (e)  Except as set forth in Section 5.27(e) of the Purchaser
Disclosure Letter or the Recent SEC Documents, to the knowledge of    
Purchaser, Purchaser's (or its Subsidiary's) management of the Systems
complies with the FCC's rules, regulations and policies.  Except as   
set forth in Section 5.27(e) of the Purchaser Disclosure Letter or the
Recent SEC Documents, to the knowledge of Purchaser, there is no      
investigation, inquiry or other proceeding pending, or, to Purchaser's
knowledge, threatened before the FCC or other Governmental Body which 
relates to the Communications Act or the FCC's rules, regulations or  
policies and concerns Purchaser or its Subsidiaries, the FCC licensees
or the Systems.                                                       

          (f)  Except as set forth in Section 5.27(f) of the Purchaser
Disclosure Letter, no additional FCC, state or local public utilities 
commission or other authority of like jurisdiction permits, licenses, 
consents and authorizations will be required to be obtained by        
Purchaser or any of its Subsidiaries as a result of the Closing of the
transactions contemplated hereunder.                                  

     (g)  Section 5.27(a) of the Purchaser Disclosure Letter
contains a complete list of all Systems that have been constructed    
(the "Constructed Systems"), and Section 5.27(g) of the Purchaser     
Disclosure Letter contains a complete list of all Systems whose       
license has been the subject of an FCC Form 600 modification          
application request (the "Modified Systems").  All of the Constructed 
Systems were constructed and placed in operation in accordance with   
their license or any Special Temporary Authorities ("STAs") granted by
the FCC prior to  January 26, 1996.  Except as set forth in Section   
5.27(g) of the Purchaser Disclosure Letter or in the SEC Documents, to
the knowledge of Purchaser, all required construction notifications to
the FCC for the Constructed Systems have been properly and timely     
made.  From and after the date hereof, Purchaser shall notify Seller  
of (i) the completion of construction of any additional Systems (the  
"Additional Systems"), (ii) the decommissioning of any System that had
been constructed and (iii) the termination, cancellation or expiration
without renewal of any agreements referred to in Section 5.27(a)(ii)  
with respect to any System, in each case within five business days of 
such completion, decommissioning, termination, cancellation or        
expiration, as applicable, and shall provide all information with     
respect to any Additional Systems as required by Section 5.27 of this 
Agreement.  The Additional Systems shall be subject to and            

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included within Purchaser's warranties and representations of this    
Section 5.27.                                                         

          (h)  Except as set forth in Section 5.27(h) of the Purchaser
Disclosure Letter or the Recent SEC Documents, to the knowledge of    
Purchaser, none of the FCC licenses under management by, or option to,
Purchaser or any of its Subsidiaries are subject to third-party       
agreements that would materially restrict Purchaser's or such         
Subsidiary's management of said licenses or the exercise of           
Purchaser's or such Subsidiary's option to acquire the Systems.       

          (i)  Except as set forth in Section 5.27(i) of the Purchaser
Disclosure Letter or the Recent SEC Documents, Purchaser is not aware 
of any facts which would disqualify Purchaser or any of its           
Subsidiaries under the Communications Act, or the rules, regulations  
and practices of the FCC, from transferring control of Purchaser and  
its Subsidiaries to Seller, as contemplated by this Agreement and     
neither Purchaser nor any of its Subsidiaries shall take any action   
which would cause such disqualification or fail to take any action if 
the failure to take such action would cause such disqualification.    

       (j)  There are no applications, complaints or proceedings
pending or, to the knowledge of Purchaser, threatened before the FCC, 
relating to the business and operations of Purchaser or any of its    
Subsidiaries which, if adversely determined, could reasonably be      
expected to have a Material Adverse Effect on Purchaser and its       
Subsidiaries, taken as a whole.                                       

          (k)  Except as set forth in Section 5.27(k) of the Purchaser
Disclosure Letter or the Recent SEC Documents, there are no competing 
applications or proceedings pending or complaints filed of which      
Purchaser and its Subsidiaries have received notice or, to the best   
knowledge of Purchaser, threatened, as of the date hereof, before the 
FCC relating to the business or operations of Purchaser and its Sub-  
sidiaries other than applications, proceedings or complaints which    
generally affect the land mobile radio industry or 220 MHz licenses.  

          (l)  Neither Purchaser nor any of its Subsidiaries is, as of
the date hereof, the record or beneficial licensee and owner of any   
FCC licenses, and Purchaser or its Subsidiaries are entitled to act   
and is acting, as of the date hereof, as manager, pursuant to valid   
and subsisting management agreements of each of the FCC licenses      
identified as Systems in Section 5.27(l) of the Purchaser Disclosure  
Letter (and, to the knowledge of Purchaser, the persons identified on 
Section 5.27(l) of the Purchaser                                      

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Disclosure Letter as the holders of such Systems are the sole record  
and beneficial licensees and owners of such Systems).  Purchaser and  
its Subsidiaries are, as of the date hereof, in compliance in all     
material respects with all regulations concerning construction and    
spacing of the Systems or the facilities associated therewith.  None  
of the Systems is currently subject to or operating under any short-  
space or any other agreement encumbering any of them or any FCC waiver
of otherwise applicable rules or regulations, except as disclosed in  
Section 5.27(l) of the Purchaser Disclosure Letter.                   

          (m)  Section 5.27(m) of the Purchaser Disclosure Letter sets
forth a true and complete list, by customer, of the units in service  
in Purchaser's 220-222 MHz business (the "Units in Service").  The    
Units in Service are, to the knowledge of Purchaser, in the possession
of the indicated customers, which customers are billed for their use  
of such Units in Service at the actual customer rates shown in        
Schedule 5.27(m) of the Purchaser Disclosure Letter and which         
customers are required to pay such billed amounts in full (subject to 
Purchaser's normal prompt payment, volume and similar discounts, all  
of which have been disclosed in writing to Seller) on or before the   
relevant due date reflected in the relevant billing.                  

5.28  Investment in Shares.                       
--------------------                  

   (a)  Purchaser will hold the Shares transferred to it
pursuant to this Agreement for investment and not with a view to, or  
for resale in connection with, any distribution thereof within the    
meaning of the Securities Act.  Subject to the terms of Section 6.10, 
Purchaser does not have any present intention of selling, offering to 
sell or otherwise disposing of or distributing the Shares transferred 
to it pursuant to this Agreement.                                     

        (b)  Purchaser acknowledges that Seller has disclosed that
the Shares to be transferred to Purchaser pursuant to this Agreement  
have not been registered under the Securities Act, as amended, and,   
therefore, cannot be resold unless they are registered under the      
Securities Act or unless an exemption from registration is available. 

         (c)  Purchaser is sophisticated in financial matters and is
able to evaluate the risks and benefits of the investment in the      
Shares.                                                               

        (d)  Purchaser has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the            

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acquisition of the Shares and has had full access to such other       
information concerning the Seller as Purchaser has requested.         

     (e)  Purchaser is able to bear the economic risk of its
investment in the Shares for an indefinite period of time, recognizing
that the Shares have not been registered under the Securities Act and,
therefore, cannot be sold unless subsequently registered under the    
Securities Act or an exemption from such registration is available.   

5.29  General Partnerships.                       
--------------------                  

    (a)  Purchaser has  received inquiries from securities
regulators in Kansas, North Carolina, North Dakota and South Dakota   
regarding the syndication of general partnership interests in certain 
partnerships (the "Partnerships") for the purpose of the acquisition  
of stations licensed by the FCC to operate in the 220-222 MHz band    
(the "220 MHz Band").  Purchaser has not received inquiries from any  
other Governmental Bodies with respect to the Partnerships or any     
similar partnerships.                                                 

    (b)  None of Purchaser or its Subsidiaries (including,
without limitation, Roamer One, Inc. ("Roamer One")), their respective
affiliates or predecessors-in-interest or any of their respective     
officers and directors or, to the knowledge of Purchaser, Simmonds or 
any of its affiliates, predecessors-in-interest, officers or          
directors:                                                            

          (i)  has had any direct participation or role in developing,
preparing or marketing materials for the syndication of the           
Partnerships or any similar partnerships;                             

        (ii)  has had any involvement in the organization, planning,
formation, or promotion of the Partnerships or any similar            
partnerships, or had or has any direct or indirect ownership Interests
in any such partnerships;                                             

       (iii)  authorized the use of the "Roamer One" name, trademark
or network map in any promotional material associated with the        
syndication of any partnership interests (including, without          
limitation, interests in the Partnerships); or                        

         (iv)  has received directly or indirectly any of the proceeds
of any syndications of such partnership interests (including, without 
limitation, interests in the Partnerships) (other than the receipt by 
Roamer One of payments in return for Roamer One services as may have  
been made pursuant to an Exclusive Management Agreement and Right of  
First Refusal entered into between Roamer One and such partnerships or
the Supply                                                            

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Agreement between Roamer One and Voice Data Communications, Inc.      
("VDC") entered into on May 3, 1994).                                 

        5.30  No Misrepresentation.  No representation or warranty
--------------------                  

of Purchaser contained in this Agreement or in the Purchaser          
Disclosure Letter or in any certificate or other instrument furnished 
by Purchaser to Seller pursuant to the terms hereof, contains any     
untrue statement of a material fact or omits to state a material fact 
necessary to make the statements contained herein or therein not      
misleading.                                                           

ARTICLE VI

 COVENANTS

       6.1  Access to Information.  Each of Seller and Purchaser
---------------------                   

agrees that, prior to the Closing Date, the other party hereto shall  
be entitled, through its officers, employees and representatives      
(including, without limitation, its legal and financial advisors and  
accountants), to make such investigation of the properties, businesses
and operations of the Business and Radiocoms or Purchaser and their   
respective Subsidiaries, as applicable, and such examination of the   
books, records and financial condition of the Business and Radiocoms  
or Purchaser (and their respective Subsidiaries), as applicable, as   
such other party reasonably requests and to make extracts and copies  
of such books and records.  Any such investigation and examination    
shall be conducted during regular business hours and under reasonable 
circumstances, and each of Seller and Purchaser shall cooperate, and  
shall cause their respective Subsidiaries to cooperate, fully therein.
No investigation by Seller or Purchaser prior to or after the date of 
this Agreement shall diminish or obviate any of the representations,  
warranties, covenants or agreements of the other party thereto        
contained in this Agreement or any other agreements or certificates in
connection with the transactions contemplated by this Agreement or the
Midland Agreement.  In order that each of Purchaser and Seller may    
have full opportunity to make such physical, business, accounting and 
legal review, examination or investigation as it may reasonably       
request of the affairs of the Business and Radiocoms or Purchaser (and
their respective Subsidiaries), as applicable, Seller and Purchaser   
shall cause the officers, employees, consultants, agents, accountants,
attorneys and other representatives of Radiocoms or Purchaser, as     
applicable, to cooperate fully with such representatives in connection
with such review and examination.                                     

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    6.2  Conduct of Purchaser's and Radiocoms's Respective
         -------------------------------------------------

Businesses Pending the Closing.                                       
------------------------------                                        

 (a)  Prior to the Closing Date, except as otherwise
expressly contemplated by this Agreement or with the prior unanimous  
written consent of a committee (the "Committee") composed of Ed Hough,
John Simmonds and Nicholas Wilson, which consent will not be          
unreasonably withheld, Seller shall cause Radiocoms and its           
Subsidiaries  (and, to the extent they are engaged in the Business,   
any Relevant Affiliates) to, and Purchaser shall, and shall cause its 
Subsidiaries to:                                                      

             (i)  conduct its business only in the ordinary course
consistent with past practice;                              

            (ii)  use its best efforts to (A) preserve its present
     business operations, organization (including, without limitation,
  management and the sales force) and goodwill, (B) preserve its
   present relationship with Persons having business dealings with
   it, and (C) take such actions as may be reasonably necessary to
  maintain in good standing all FCC licenses with respect to any
Systems or DTI licenses, permits or authorizations, as      
applicable;                                                 

        (iii)  maintain (A) all its assets and properties in
 their current condition, ordinary wear and tear excepted, and
(B) insurance upon all of its properties and assets in such 
 amounts and of such kinds comparable to that in effect on the
date of this Agreement;                                     

           (iv)  (A) maintain its books, accounts and records in
   the ordinary course of business consistent with past practices,
(B) continue to collect accounts receivable and pay accounts
  payable utilizing normal procedures and without discounting or
     accelerating payment of such accounts (other than in the ordinary
course of business), and (C) comply with all contractual and
other obligations applicable to its operations; and         

            (v)  comply in all material respects with applicable
Laws.                                                       

 (b)  Prior to the Closing Date, except as otherwise
expressly contemplated by this Agreement or with the prior unanimous  
written consent of the Committee (which consent shall not be          
unreasonably withheld), Seller shall cause Radiocoms and its          
Subsidiaries and, to the extent that it is engaged in the Business,   
any Relevant Affiliate not to, and Purchaser shall not, and shall     
cause its Subsidiaries not to:                                        

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            (i)  declare, set aside, make or pay any dividend or
     other distribution in respect of its capital stock or repurchase,
     redeem or otherwise acquire any outstanding shares of the capital
  stock or other securities of, or other ownership interests in,
     itself or any of its Subsidiaries, except for the cancellation of
  the Existing Shares and the issuance of the Deferred Shares in
lieu thereof; provided, however, that any wholly owned      
--------  -------               

Subsidiaries of Radiocoms or Purchaser shall be permitted to
declare and pay dividends to Radiocoms or Purchaser, as     
applicable, to the extent that funds are legally available  
therefor;                                                   

             (ii)  transfer, issue, sell or dispose of any shares of
its capital stock or other securities of itself or its      
     Subsidiaries or grant options, warrants, calls or other rights to
purchase or otherwise acquire shares of the capital stock or
    other securities of itself or any of its Subsidiaries; provided,
                                                          --------

  however, that (A) Purchaser may issue and sell up to 1,000,000
-------                                                     

shares of Purchaser Common Stock and may, subject in each   
     instance to the prior unanimous written consent of the Committee,
    which approval will not be unreasonably withheld, issue up to an
aggregate of 1,500,000 shares of Purchaser Common Stock to  
  acquire interests in additional FCC licenses to be used in the
     operation or development of its business, (B) any such Person may
     issue debt securities as permitted by clause (vi), and (C) Seller
     may cause shares of any Relevant Affiliate owning any part of the
     Business to be transferred to Radiocoms and its Subsidiaries, may
     cause Radiocoms to issue the Shares and up to a maximum of 20,000
   Preferred Shares (having a liquidation preference not in excess
of $20,000,000) to Seller;                                  

         (iii)  effect any recapitalization, reclassification,
   stock split or like change in its capitalization except, in the
   case of Seller, as may be required to authorize the issuance of
the Shares and the Preferred Shares;                        

            (iv)  amend its certificate of incorporation, by-laws,
   memorandum or articles of association or similar organizational
  documents, except that Seller may cause Radiocoms to amend its
    Memorandum of Association and Articles of Association solely for
   the purposes of authorizing the Shares and the Preferred Shares
as contemplated by this Agreement, or changing the name of  
 Radiocoms so as to delete the word "Securicor" therefrom, and
    Purchaser may amend its certificate of incorporation to increase
the number of authorized shares as necessary to             

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permit Purchaser to consummate the transactions contemplated
hereby;                                                     

        (v)  (A) materially increase the annual level of
  compensation of any employee, (B) increase the annual level of
 compensation payable or to become payable by it or any of its
Subsidiaries to any of their respective executive officers, 
(C) grant any bonus, benefit or other direct or indirect    
    compensation to any employee, director or consultant, other than
    in the ordinary course consistent with past practice and in such
    amounts as are fully reserved against in the Radiocoms Financial
    Statements or the Purchaser Financial Statements, as applicable,
 (D) increase the coverage or benefits available under any (or
 create any new) severance pay, termination pay, vacation pay,
   company awards, salary continuation for disability, sick leave,
 deferred compensation, bonus or other incentive compensation,
    insurance, pension or other employee benefit plan or arrangement
    made to, for, or with any of its or its Subsidiaries' directors,
officers, employees, agents or representatives or otherwise 
modify or amend or terminate any such plan or arrangement or
    (E) enter into any employment, deferred compensation, severance,
  consulting, non-competition or similar agreement (or amend any
such agreement) to which it or any of its Subsidiaries  is a
   party or involving a director, officer or employee of it or any
     of its Subsidiaries in his or her capacity as a director, officer
or employee;                                                

             (vi)  except (A) for trade payables and (B) for pledges
of assets and indebtedness for borrowed money which do not  
exceed, individually or in the aggregate, $500,000 (it being
  understood that (1) such amount shall not include indebtedness
  existing or assets pledged prior to the date of this Agreement
and (2) the transaction value of any asset pledges shall be 
     deemed to be equal to the fair market value of the assets pledged
   in such transaction), borrow monies for any reason or draw down
on any line of credit or debt obligation, or become the     
 guarantor, surety, endorser or otherwise liable for any debt,
  obligation or liability (contingent or otherwise) of any other
   Person; provided, however, that, subject to the unanimous prior
--------  -------                           

written consent of the Committee, which consent will not be 
unreasonably withheld, Purchaser may issue an unsecured     
   debenture, which shall be a general obligation of Purchaser, in
   an aggregate principal amount of up to $2,500,000 on such terms
as may be reasonably determined by Purchaser;               

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             (vii)  except as may be permitted pursuant to clause (vi)
above, subject to any Lien (except for leases that do not   
materially impair the use of the property subject thereto in
   their respective businesses as presently conducted), any of its
properties or assets (whether tangible or intangible);      

          (viii)  acquire any material properties or assets (other
   than, in the case of Purchaser, FCC licenses as contemplated by
  clause (ii) above) or sell, assign, transfer, convey, lease or
     otherwise dispose of any of its FCC authorizations, FCC licenses,
   DTI licenses or material properties or assets, or its rights to
    any of the foregoing or to any FCC licenses issued to or held by
other Persons (except for fair consideration in the ordinary
     course of business consistent with past practice), or in the case
    of Purchaser, take any action, other than in the exercise of its
 reasonable business judgment, that causes, or take any action
 that could reasonably be expected to cause, the FCC licensees
with respect to any System to cancel, assign, transfer or   
    otherwise dispose of their FCC license in a manner that would be
adverse to Purchaser;                                       

              (ix)  cancel or compromise any debt or claim or waive or
release any material right except in the ordinary course of 
  business consistent with past practice, except, in the case of
Radiocoms for cancellations of intercompany indebtedness    
contemplated hereby;                                        

          (x)  other than, in the case of Purchaser, capital
    expenditures necessary for the build-out of the Systems pursuant
     to Purchaser's contractual obligations, enter into any commitment
    for capital expenditures in excess of $20,000 for any individual
 commitment and $100,000 for all commitments in the aggregate;

        (xi)  enter into, modify or terminate any labor or
collective bargaining agreement or, through negotiation or  
otherwise, make any commitment or incur any liability to any
labor organization;                                         

            (xii)  introduce any material change with respect to its
     operations, including, without limitation, any material change in
     its "roll-out" plans or the types, nature, composition or quality
of its products or services, or, other than in the ordinary 
course of business, make any material change in product     
specifications or prices or terms of distributions of such  
products;                                                   

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          (xiii)  enter into any transaction or make or enter into
   any Contract which by reason of its size or otherwise is not in
  the ordinary course of business consistent with past practice;

          (xiv)  enter into or agree to enter into any merger or
     consolidation with, any corporation or other entity, or engage in
  any new business or invest in, make a loan, advance or capital
     contribution to, or otherwise acquire the securities of any other
    Person except that Seller may engage in such transactions solely
  to the extent required to transfer any part of the Business to
Radiocoms and its Subsidiaries;                             

      (xv)  transfer any funds or assets to any of its
   Affiliates, which funds and assets are, in the aggregate, worth
in excess of $500,000, except for the purchase of goods and 
services from any such Affiliate in the ordinary course of  
     business at the fair market value for such goods and services and
   transactions solely to the extent required to transfer any part
of the Business to Radiocoms and its Subsidiaries; or       

          (xvi)  agree to do anything prohibited by this Section
   6.2 or anything which would make any of the representations and
  warranties of the Purchaser or the Seller in this Agreement or
the Purchaser Documents or the Seller Documents untrue or   
incorrect in any material respect as of any time through and
including the Closing Date.                                 

6.3  Consents and Approvals.                      
----------------------                  

       (a)  Seller and Purchaser shall use their respective best
efforts, and shall cooperate with each other, to obtain at the        
earliest practicable date all consents and approvals required to      
consummate the transactions contemplated by this Agreement; provided, 
                                                          --------

however, that neither Seller nor Purchaser shall be obligated to pay
-------                                                             

any consideration therefor to any third party from whom consent or    
approval is requested.                                                

 (b)  Promptly following the date of this Agreement,
Purchaser shall prepare and file with the Securities and Exchange     
Commission a proxy statement and related solicitation materials       
relating to a special meeting of the holders of the Purchaser Common  
Stock (the "Purchaser Stockholders' Meeting") to approve the issuance 
of Purchaser Shares pursuant hereto (such proxy statement, as amended 
or supplemented from time to time, being hereinafter referred to as   
the "Proxy Statement"), and shall use its best efforts to cause the   
Proxy Statement to be mailed to its                                   

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stockholders at such time and in such manner as permits the Purchaser 
Stockholders' Meeting to be held as promptly as practicable.  Seller  
shall furnish all information as may be reasonably requested by       
Purchaser and, in any case, as required with respect to Purchaser by  
Regulation 14A under the Securities Exchange Act of 1934, as amended, 
for inclusion in the Proxy Statement.  The information provided by    
Purchaser and Seller, respectively, for use in the Proxy Statement    
shall, on the date when the Proxy Statement is first mailed to        
Purchaser's stockholders, and on the date of the Purchaser            
Stockholders' Meeting, be true and correct in all material respects   
and shall not omit to state any material fact required to be stated   
therein or necessary in order to make the statements contained therein
not misleading, and Purchaser and Seller each agree to promptly       
correct any information provided by it for use in the Proxy Statement 
which shall have become false or misleading.  Seller and Purchaser    
shall instruct, and shall use all reasonable efforts to cause, their  
respective accountants to deliver to each other a letter dated the    
time the Proxy Statement is mailed to Purchaser's stockholders,       
addressed to such party, containing such matters as are required in   
accordance with F.A.S. No. 72 and deliver a letter dated as of the    
Closing Date bringing down the matters contained in such letter.      

         (c)  Purchaser shall duly call, give notice of, convene and
hold the Purchaser Stockholders' Meeting, for the purpose of          
approving, among other matters, the issuance of the Purchaser Shares  
pursuant hereto.  Purchaser, through its Board of Directors, shall    
recommend to its stockholders approval of the foregoing; provided,    
                                                    --------

however, that if Purchaser's Board of Directors determines, in its  
-------                                                             

good faith judgment after consultation with independent legal counsel,
that it is necessary to do so in order to comply with its fiduciary   
duties to stockholders under applicable law, Purchaser's Board of     
Directors may withdraw or modify such recommendation.  The Proxy      
Statement shall comply as to form in all material respects with all   
applicable requirements of the Securities Exchange Act of 1934, as    
amended, and no amendment or supplement to the Proxy Statement shall  
be made by Purchaser without the prior written approval of Seller     
unless Purchaser determines such amendment or supplement is required  
by law.                                                               

    6.4  Filings with Governmental Bodies.  As promptly as
--------------------------------        

practicable after the execution of this Agreement, each party shall,  
in cooperation with the other, file or cause to be filed any reports, 
notifications or other information that may be required under the HSR 
Act and shall furnish or cause to be furnished to the other all such  
information in its possession as may be reasonably necessary for the  
completion of the reports,                                            

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notifications or submissions to be filed by the other.  Each party    
hereto agrees to use its reasonable best efforts to comply and cause  
its Affiliates to comply in a full and timely manner with any request 
from a Governmental Body for additional information.  The filing fee  
with respect to the reports, notifications or other information that  
may be required under the HSR Act with respect to the Transactions    
shall be borne solely by Purchaser.                                   

6.5  Other Actions.                               
-------------                           

          (a)  Each of Seller and Purchaser shall use its best efforts
to (i) take all actions necessary or appropriate to consummate the    
transactions contemplated by this Agreement and (ii) cause the        
fulfillment at the earliest practicable date of all of the conditions 
to their respective obligations to consummate the transactions        
contemplated by this Agreement.                                       

     (b)  Purchaser shall use its reasonable best efforts to
(i) take all actions necessary or appropriate to consummate the Other 
Transactions and (ii) cause the fulfillment at the earliest           
practicable date of all of the conditions to its obligations to       
consummate the Other Transactions.                                    

       (c)  Purchaser shall use its best efforts to assure that,
prior to the Closing, the Purchaser Shares have been approved for     
quotation on the Small Cap Market, subject to official notice of      
issuance.                                                             

      6.6  Preservation of Records.  Subject to Section 6.9(a)
-----------------------                 

hereof (relating to the preservation of Tax records), Seller and      
Purchaser agree that each of them shall preserve and keep the records 
held by it relating to the Business for a period of three years from  
the Closing Date and shall make such records and personnel available  
to the other as may be reasonably required by such party in connection
with, among other things, any insurance claims by, legal proceedings  
against or governmental investigations of Seller or Purchaser or any  
of their Affiliates or in order to enable Seller or Purchaser to      
comply with their respective obligations under this Agreement and each
other agreement, document or instrument contemplated hereby or        
thereby.  In the event Seller or Purchaser wishes to destroy such     
records after that time, such party shall first give ninety (90) days'
prior written notice to the other and such other party shall have the 
right at its option and expense, upon prior written notice given to   
such party within that ninety (90) day period, to take possession of  
the records within one hundred and eighty (180) days after the date of
such notice.                                                          

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       6.7  Publicity.  Neither Seller nor Purchaser shall issue
---------                               

any press release or public announcement concerning this Agreement or 
the transactions contemplated hereby without obtaining the prior      
written approval of the other party hereto, which approval will not be
unreasonably withheld or delayed, unless, in the sole judgment of     
Purchaser or Seller, disclosure is otherwise required by applicable   
Law or by the applicable rules of any stock exchange on which         
Purchaser or Seller (or any Affiliates thereof) lists securities;     
provided that, to the extent required by applicable Law, the party    
--------                                                              

intending to make such release shall use commercially reasonable      
efforts consistent with such applicable Law to consult with the other 
party with respect to the text thereof.                               

       6.8  Agreements with Respect to Other Transactions.  From
     ---------------------------------------------

and after the execution and delivery of this Agreement, Purchaser     
shall not amend, modify, supplement, waive any rights or remedies     
under or grant any consents under either the Midland Agreement or the 
Asset Purchase Agreement (including, in each case, any schedules or   
exhibits thereto), or agree to do any of the foregoing, without the   
prior written consent of Seller.                                      

6.9  Tax and Accounting Matters.                  
--------------------------              

       (a)  Purchaser and Seller agree to furnish or cause to be
furnished to each other, and each at their own expense, as promptly as
practicable, such information (including access to books and records) 
and assistance, including making employees available on a mutually    
convenient basis to provide additional information and explanations of
any material provided, relating to the Business and/or Radiocoms, its 
Subsidiaries and/or its Relevant Affiliates as is reasonably necessary
for the filing of any Tax Return, for the preparation for any audit,  
and for the prosecution or defense of any claim, suit or proceeding   
relating to any adjustment or proposed adjustment with respect to     
Taxes.  Purchaser or Radiocoms shall retain in its possession, and    
shall provide Seller reasonable access to (including the right to make
copies of), such supporting books and records and any other materials 
that Seller may specify with respect to Tax matters of Radiocoms, its 
Subsidiaries and/or its Relevant Affiliates for any taxable period    
ending on or prior to the Closing Date until the relevant statute of  
limitations has expired.  After such time, Purchaser may dispose of   
such material; provided that prior to such disposition Purchaser shall
--------                                

give Seller ninety (90) days' prior written notice thereof, and Seller
may, at any time during such ninety (90) day period, at its own       
expense, take possession of such materials.                           

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      (b)  Seller shall be liable for and shall pay (and shall
indemnify and hold harmless Purchaser against) all sales, use, stamp, 
documentary, filing, recording, transfer or similar fees or taxes or  
governmental charges as levied by any taxing authority or governmental
agency in connection with the transfer of the Shares contemplated by  
this Agreement or any recapitalization of Radiocoms or any transfer to
Radiocoms of assets or shares that takes place in contemplation of    
this Agreement.  Purchaser likewise shall be liable for and shall pay 
(and shall indemnify and hold harmless Seller against) any such fees, 
taxes or governmental charges as levied by any taxing authority or    
governmental agency in connection with the issuance of the Purchaser  
Shares contemplated by this Agreement.                                

        (c)  Within 14 days following the date hereof, Seller will
deliver to Purchaser (i) the Interim Statements, together with an     
unqualified audit report thereon by Radiocoms' independent public     
accountants and (ii) an unaudited pro forma consolidated balance sheet
of Radiocoms and its Subsidiaries as at March 31, 1996 after giving   
effect to the transactions contemplated by this Agreement, including  
without limitation the issuance of the Shares and the Preferred       
Shares, the transfer of the EFJ Shares and the EFJ Warrant and the    
refinancing of intercompany indebtedness (the "Pro Forma Balance      
Sheet").                                                              

 (d)  Seller shall (i) take all actions and make any
necessary elections so that, to the maximum extent permissible under  
applicable Law, Seller shall obtain the tax benefits in the United    
Kingdom and other jurisdictions attributable to Radiocoms and its     
Subsidiaries for the tax year ending September 30, 1996 and any tax   
year thereafter to the extent permitted by Law and (ii), promptly     
after the relevant Tax Returns are filed with the applicable taxing   
authorities, transfer funds to Radiocoms equal to the cash value of   
such tax benefits to Seller.                                          

         6.10  No Solicitation.  Purchaser, its affiliates and their
---------------                       

respective officers, directors, employees, representatives and agents 
shall immediately cease any existing discussions or negotiations, if  
any, with any parties conducted heretofore with respect to (except as 
otherwise expressly permitted by this Agreement) any acquisition of   
all or any material portion of the assets of, or (except as otherwise 
expressly permitted by this Agreement) any equity interest in,        
Purchaser or its Subsidiaries or any business combination with        
Purchaser or its Subsidiaries.  Purchaser may, directly or indirectly,
furnish information and access, in each case only in response to      
unsolicited requests therefor, to any corporation, partnership, person
or other entity or group pursuant to confidentiality agreements, and  
may participate in discussions and negotiate with such entity or      

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group concerning any merger, sale of assets, sale of shares of capital
stock or similar transaction involving Purchaser or any Subsidiary or 
division of Purchaser, if such entity or group has submitted a written
proposal to Purchaser relating to any such transaction and Purchaser's
Board of Directors by a majority vote determines in its good faith    
judgment, after consultation with independent legal counsel, that it  
is necessary to do so to comply with its fiduciary duties to          
shareholders under applicable law.  Purchaser's Board of Directors    
shall provide a copy of any such written proposal and a summary of any
oral proposal to Seller immediately after receipt thereof and         
thereafter keep Seller promptly advised of any material development   
with respect thereto.  Except as set forth above, neither Purchaser   
nor any of its Affiliates shall, nor shall Purchaser authorize or     
permit any of its or their respective officers, directors, employees, 
representatives or agents to, directly or indirectly, encourage,      
solicit, participate in or initiate discussions or negotiations with, 
or provide any information to, any corporation, partnership, person or
other entity or group (other than Seller or any affiliate or associate
of Seller) concerning any merger, sale of assets, sale of shares of   
capital stock or similar transaction involving Purchaser or any       
Subsidiary or division of Purchaser; provided, however, that nothing  
                     --------  -------

herein shall prevent Purchaser's Board of Directors from taking, and  
disclosing to Purchaser's shareholders, a position contemplated by    
Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard  
to any tender offer; provided, further, that nothing herein shall     
--------  -------           

prevent Purchaser's Board of Directors from making such disclosure to 
Purchaser's shareholders as, in the good faith judgment of Purchaser's
Board of Directors, after consultation with independent legal counsel,
is necessary to comply with its fiduciary duties to shareholders under
applicable law.                                                       

       6.11  Recapitalization; Refinancing of Intercompany Debt.
            --------------------------------------------------

Prior to the Closing Date, Seller shall take all actions necessary so 
that (a) the Existing Shares shall be cancelled and the Shares shall  
be issued, substantially on the terms heretofore disclosed to         
Purchaser and (b) any debt owed by Radiocoms and any of its           
Subsidiaries to Seller and its Affiliates at the Closing Date         
(including, without limitation, the EFJ Note) is refinanced such that,
after giving effect to such refinancing and the issuance of the       
Preferred Shares in connection therewith, the aggregate liquidation   
preference of the Preferred Shares, together with all debt outstanding
of Radiocoms and its Subsidiaries, in each case at the Closing Date,  
will not exceed $22 million.  Any Preferred Shares issued to Seller or
its Affiliates shall have the terms and conditions provided in Exhibit
A; provided, that in no event shall the aggregate liquidation         
--------                                                        

preference of the Preferred Shares so issued to                       

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Seller in connection with such refinancing exceed the amount of such  
indebtedness of Radiocoms and its Subsidiaries to Seller and its      
Affiliates prior to such refinancing.  For greater certainty, as of   
the Closing, all debt so owed by Radiocoms and its Subsidiaries to    
Seller and its Affiliates shall be satisfied and cancelled as of the  
Closing.                                                              

      6.12  Updates to Disclosure Letters.  Each of Seller and
-----------------------------         

Purchaser shall update the Seller Disclosure Letter and Purchaser     
Disclosure Letter from time to time and all representations and       
warranties that speak as of the date hereof shall be updated as of the
Closing Date; provided that no such update shall be deemed to waive   
--------                                  

any breaches of the representation and warranties disclosed as a      
result of such updates.                                               

     6.13  Non-Compete.  Seller agrees, as a means to assure
-----------                           

Purchaser obtains the full value of the Shares and not in exchange for
separately bargained-for consideration, that for a period of three (3)
years following the Closing, neither Securicor plc nor its direct or  
indirect Subsidiaries (other than Purchaser and its Subsidiaries)     
will, anywhere in the world, (i) sell, manufacture, distribute or     
otherwise transfer "land mobile radio" products or (ii) engage in the 
provision of services related to the construction or integration of   
land mobile radio product systems; provided, however, that this       
                 --------  -------

covenant shall not apply (a) to the extent that any law, regulation or
order of any Governmental Body would be violated thereby, (b) to the  
business or operations of Dopra Systems Integration, Ltd. ("Dopra") or
Securicor Datatrak, Ltd. ("Datatrak") or Securicor Cellular Services, 
Ltd. ("Cellular") or Securicor TrakBak, Ltd. ("TrakBak") as conducted 
or proposed to be conducted as of the date hereof or as the reasonable
expansion and growth of such businesses and operations may require in 
order to retain their competitiveness in the marketplace.  It is      
understood and agreed that, if Seller shall sell, transfer or         
otherwise dispose of Dopra or Datatrak or Cellular or TrakBak (whether
by merger, sale of stock, sale of all or substantially all of the     
business and assets or otherwise) in a transaction with a non-        
Affiliate, the provisions of this Section 6.13 shall cease to apply to
the business so sold, transferred or otherwise disposed of.           
Notwithstanding the foregoing, to the extent any of the terms of this 
Section 6.13 is held to be unenforceable, it is the intention of the  
parties that such provision shall be replaced by any court holding    
such terms to be unenforceable with another, enforceable provision    
that shall as closely as possible approximate the original,           
unenforceable term.                                                   

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6.14  FCC Matters.                                
-----------                           

       (a)  From and after the date of this Agreement, until the
earlier of the Closing Date or the termination of this Agreement,     
Purchaser undertakes and agrees that it will diligently pursue appeals
of the denial by the FCC of any request by Purchaser or its Affiliates
for the modification of any FCC licenses and will keep Seller informed
with respect to any material developments with respect to such        
appeals.  Purchaser will copy Seller on any documents delivered by it 
to the FCC in connection with any of such appeals and will supply     
Seller with copies of any documents received from the FCC with respect
to any of such appeals.                                               

(b)  Purchaser and Seller shall cooperate in the  
preparation, filing and prosecution of a request to the FCC seeking a 
waiver of Section 310(b)(4) of the Communications Act of 1934, as     
amended, to permit Purchaser upon Closing to acquire such FCC licenses
as may be agreed by the parties and to participate in such 220 MHz    
Band spectrum auctions as may be conducted by the FCC.                

      6.15  Indemnification; Directors and Officers Insurance.
           -------------------------------------------------

      (a)  For a period of three years after the Closing Date,
Seller shall, to the extent that it remains the majority stockholder  
of Purchaser during such period, cause Purchaser to maintain an       
extension of coverage of Purchaser's policy of directors' and         
officers' liability insurance maintained by Purchaser for the benefit 
of those persons who are covered by such policy at the time of the    
Closing with respect to matters occurring prior to the Closing Date,  
provided that in no event shall Purchaser be required to expend more  
than $100,000 per annum to maintain such insurance.                   

       (b)  Seller further agrees that for a period of six years
after the Closing Date, Seller shall, to the extent that Seller       
remains the majority stockholder of Purchaser, (i) cause the by-laws  
of Purchaser to continue to contain the provisions with respect to    
indemnification which are set forth in such by-laws as of the date    
hereof, and (ii) not permit such provisions to be amended, repealed or
otherwise modified in any manner that would adversely affect the      
rights thereunder of individuals who at the Closing Date were         
directors, officers, employees or agents of Purchaser, unless such    
modification is required by applicable law.                           

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      6.16  Pension Schemes.  Seller agrees that following the
---------------                       

Closing Date, any employee of Radiocoms as of the Closing Date who is 
a participant in any pension scheme of Seller shall be eligible to    
participate in the same pension scheme of Seller that such employee   
participated in as of the Closing Date subject to the same terms and  
conditions of participation (including, without limitation, the terms 
of such pension schemes as they may be amended and applicable laws    
relating to pensions in England and Wales) that such employee was     
subject to on the day that immediately preceded the Closing Date;     
provided, however, that the foregoing shall not preclude Seller from  
--------  -------                                                     

amending or terminating any of its pension schemes in accordance with 
the terms of such pension scheme and the laws of England and Wales.   
 6.17  Transfer of the Business to Radiocoms and Its
       ---------------------------------------------

Subsidiaries.  Prior to Closing, Seller shall (i) cause its Relevant  
------------                                                          

Affiliates, if any, to transfer any and all of their respective right,
title and interest in any parts of, or benefits of or rights in, the  
Business currently not held or owned by Radiocoms or its Subsidiaries 
to Radiocoms or one of its Subsidiaries in such manner so as to ensure
that Radiocoms and its Subsidiaries after the Closing will enjoy and  
have all rights, benefits, operations and assets of the Business      
without any material diminution of the value or utility of any such   
rights, benefits, operations and assets and/or (ii) transfer or cause 
to be transferred to Radiocoms all of the issued and outstanding      
capital stock of its Relevant Affiliates, if any.                     

 ARTICLE VII

 CONDITIONS TO CLOSING

       7.1  Conditions Precedent to Obligations of Purchaser and
            ----------------------------------------------------

Seller.  The obligation of each of Purchaser and Seller to consummate 
------                                                                

the transactions contemplated by this Agreement is subject to the     
fulfillment, on or prior to the Closing Date of each of the following 
conditions (any or all of which may be waived by Purchaser and Seller 
in whole or in part to the extent permitted by applicable Law):       

         (a)  Purchaser shall have obtained all consents and waivers
referred to in Section 7.1(a) of the Purchaser Disclosure Letter with 
respect to the transactions contemplated by this Agreement and the    
Purchaser Documents;                                                  

      (b)  Seller shall have obtained all consents and waivers
referred to in Section 7.1(b) of the Radiocoms Disclosure Letter with 
respect to the transactions contemplated by this Agreement and the    
Seller Documents;                                                     

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     (c)  No Legal Proceedings shall have been instituted or
threatened or claim or demand made against Seller, Radiocoms or       
Purchaser seeking to restrain or prohibit or to obtain damages with   
respect to the consummation of any of the Transactions and there shall
not be in effect any Order by Governmental Body of competent juris-   
diction restraining, enjoining or otherwise prohibiting the           
consummation of any of the Transactions;                              

          (d)  The waiting period under the HSR Act shall have expired
or early termination shall have been granted;                         

   (e)  All approvals required to be obtained by Seller,
Purchaser or Midland US from any Governmental Body with respect to any
of the Transactions shall have been obtained;                         

      (f)  The Purchaser Stockholders' Meeting shall have been
duly convened and held, and Purchaser shall have obtained the         
requisite vote so as to authorize this Agreement, the Midland         
Agreement and the consummation of each of the Transactions;           

        (g)  The Other Transactions shall have been consummated as
contemplated in the Midland Agreement, or shall be consummated        
simultaneously with the transactions contemplated by this Agreement;  
and                                                                   

          (h)  Purchaser shall have received the opinion of Fahnestock
& Co. Inc. ("Fahnestock") on the date on which Purchaser's Board of   
Directors voted to approve this Agreement and the Midland Agreement,  
and the written opinion of Fahnestock, dated on or prior to the date  
of the mailing of the Proxy Statement, that the consideration to be   
paid by Seller to Purchaser under this Agreement in respect of the    
Purchaser Shares (as well as the consideration to be paid by Seller to
Simmonds under the Midland Agreement) is fair to Purchaser and its    
stockholders from a financial point of view, and such opinion shall   
not have been withdrawn or modified in any material respect.          

         7.2  Conditions Precedent to Obligations of Purchaser.  The
        ------------------------------------------------

obligation of Purchaser to consummate the transactions contemplated 
by this Agreement is subject to the fulfillment, on or prior to the   
Closing Date, of each of the following conditions (any or all of which
may be waived by Purchaser in whole or in part to the extent permitted
by applicable Law):                                                   

 (a)  Except for facts, events or changes arising or
occurring between the date hereof and the Closing Date which are      
expressly permitted by this Agreement, all representations and        
warranties of Seller contained herein shall be true and correct       

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as of the date hereof; and except for facts, events or changes arising
or occurring between the date hereof and the Closing Date which are   
expressly permitted by this Agreement, all representations and        
warranties of Seller contained herein qualified as to materiality     
shall be true and correct, and the representations and warranties of  
Seller contained herein not qualified as to materiality shall be true 
and correct in all material respects, at and as of the Closing Date   
with the same effect as though those representations and warranties   
had been made again at and as of that time;                           

  (b)  Seller shall have performed and complied in all
material respects with all obligations and covenants required by this 
Agreement to be performed or complied with by it on or prior to the   
Closing Date;                                                         

        (c)  Purchaser shall have been furnished with certificates
(dated the Closing Date and in form and substance reasonably          
satisfactory to Purchaser) executed by Seller, certifying as to the   
fulfillment of the conditions specified in Sections 7.2(a) and 7.2(b) 
hereof;                                                               

        (d)  Certificates representing the Shares shall have been,
or shall at the Closing be, validly delivered and transferred to the  
Purchaser, free and clear of any and all Liens, together with         
appropriate stock powers executed by Seller;                          

     (e)  There shall not have been or occurred any Material
Adverse Change with respect to Radiocoms and its Subsidiaries, taken  
as a whole;                                                           

  (f)  Seller shall have delivered to Purchaser a loan
agreement incorporating the terms set forth on Exhibit B hereto (the  
"Loan Agreement") to make available to Purchaser $15 million of       
financing;                                                            

        (g)  Seller shall have delivered to Purchaser an agreement
incorporating the terms set forth on Exhibit C hereto (the "Support   
Services Agreement") to provide certain services to Radiocoms and its 
Subsidiaries after the Closing;                                       

(h)  The EFJ Note shall have been cancelled; and  

        (i)  Seller shall have executed and delivered to Purchaser
the Registration Rights Agreement (as hereinafter defined).           

      7.3  Conditions Precedent to Obligations of Seller.  The
     ---------------------------------------------

obligations of Seller to consummate the transactions                

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contemplated by this Agreement are subject to the fulfillment, prior  
to or on the Closing Date, of each of the following conditions (any or
all of which may be waived by Seller in whole or in part to the extent
permitted by applicable Law):                                         

 (a)  Except for facts, events or changes arising or
occurring between the date hereof and the Closing Date which are      
expressly permitted by this Agreement, all representations and        
warranties of Purchaser contained herein shall be true and correct as 
of the date hereof; and except for facts, events or changes arising or
occurring between the date hereof and the Closing Date which are      
expressly permitted by this Agreement, all representations and        
warranties of Purchaser contained herein qualified as to materiality  
shall be true and correct, and the representations and warranties of  
Purchaser contained herein not qualified as to materiality shall be   
true and correct in all material respects, at and as of the Closing   
Date with the same effect as though those representations and         
warranties had been made again at and as of that time;                

     (b)  Purchaser shall have performed and complied in all
material respects with all obligations and covenants required by this 
Agreement to be performed or complied with by it on or prior to the   
Closing Date;                                                         

     (c)  Seller shall have been furnished with certificates
(dated the Closing Date and in form and substance reasonably          
satisfactory to Seller) executed by Purchaser, certifying as to the   
fulfillment of the conditions specified in Sections 7.3(a) and 7.3(b) 
hereof;                                                               

 (d)  Certificates representing 25,000,000 shares of
Purchaser Common Stock (the Purchaser Shares) shall have been, or     
shall at the Closing be, validly delivered to and duly registered in  
the name of the Seller, free and clear of any and all Liens;          

    (e)  The Purchaser Shares shall have been approved for
quotation on the Small Cap Market, subject to official notice of      
issuance;                                                             

        (f)  Purchaser shall have executed and delivered to Seller
that certain Registration Rights Agreement (the "Registration Rights  
Agreement"), in the form of Exhibit D, and that certain Registration  
Rights Agreement, dated as of September 23, 1994, among the Company,  
Simmonds, RoameR One Holdings, Inc., Anglo York Industries, Inc. and  
Howard Davis shall have been terminated;                              

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     (g)  Purchaser shall have furnished evidence of the due
election and qualification to its Board of Directors of the persons   
designated prior to Closing by Seller and the removal or resignation  
of any other members of Purchaser's Board of Directors designated     
prior to Closing by Seller;                                           

     (h)  There shall not have been or occurred any Material
Adverse Change with respect to Purchaser or Midland US;               

        (i)  Purchaser shall have entered into a warrant agreement
in favor of Seller substantially on the terms set forth in Exhibit E  
hereto (the "Warrant Agreement");                                     

   (j)  Purchaser shall have at Closing a minimum of 162
Constructed Systems (as that term is defined in Section 5.27(f)) under
management pursuant to valid and subsisting management agreements,    
including a minimum of 73 Constructed Systems under Category I        
management and 26 Constructed Systems under Category II management by 
Purchaser pursuant, respectively, to valid and subsisting Category I  
and Category II Exclusive Management Agreements and Rights of First   
Refusal and valid and subsisting Option to Purchase Agreements as     
reflected in Section 5.27(a)(iv) of the Purchaser Disclosure Letter,  
which Constructed Systems shall have been timely and validly          
constructed at primary transmitter sites licensed by the FCC pursuant 
to an order that is not subject to reconsideration or appeal and for  
which the time for the request for any such reconsideration or appeal 
has expired;                                                          

        (k)  There shall be no material Legal Proceedings pending,
threatened or reasonably likely to be asserted against Purchaser or   
its Subsidiaries in any federal or state court, agency or other       
Governmental Body with respect to Purchaser's performance, including  
its construction or failure to construct of any System in accordance  
with the FCC's rules and regulations or the terms of any FCC license, 
under any of its management agreements or other agreements concerning 
any 220-222 MHz band radio system;                                    

      (l)  Purchaser shall have delivered a valid, binding and
fully executed Termination and Release of that certain Letter of      
Understanding entered into on January 28, 1994 by and between Roamer  
One, Inc., Angell Communications, Nancy M. Wilson, Square 1           
Communications Partnership, Nicholas R. Wilson and NICMAR;            

      (m)  Purchaser shall have delivered a valid, binding and
fully executed Amendment to the Management Agreement and Options      
agreement entered into by and between Roamer One, Inc., and NICMAR    
dated January 31, 1994 adding as a system subject to                  

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the management by Roamer One, Inc. and under option to Roamer One,    
Inc. the following stations:  WPCW452, Reno, Nevada and WPFP940,      
Denison, Texas; and                                                   

     (n)  Seller shall have received from the United Kingdom
Inland Revenue advance clearance under Section 138 of the Taxation of 
Chargeable Gains Act of 1992 to the effect that the consummation of   
the transactions contemplated by this Agreement do not give rise to a 
capital gain on the transfer of the Shares or the receipt of the      
Purchaser Shares.                                                     

ARTICLE VIII

 DOCUMENTS TO BE DELIVERED

        8.1  Documents to be Delivered by Seller.  At the Closing,
-----------------------------------     

Seller shall deliver, or cause to be delivered, to Purchaser the fol- 
lowing:                                                               

   (a)  stock certificates representing the Shares, duly
endorsed in blank or accompanied by a stock transfer power and with   
all requisite stock transfer tax stamps attached;                     

         (b)  the certificates referred to in Section 7.2(c) hereof;

        (c)  the opinion of Messrs. Herbert Smith, U.K. counsel to
Seller, in form and substance reasonably satisfactory to Purchaser;   

         (d)  copies of all consents, waivers and approvals referred
to in Section 7.1(a) and (e) hereof, to the extent such consents,     
waivers and approvals are required to be obtained by Seller;          

(e)  an executed copy of the Loan Agreement;      

         (f)  an executed copy of the Registration Rights Agreement;

          (g)  an executed copy of the Support Services Agreement; and

         (h)  such other documents as the Purchaser shall reasonably
request.                                                              

  8.2  Documents to be Delivered by Purchaser.  At the
--------------------------------------  

Closing, Purchaser shall deliver to the Seller the following:         

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        (a)  stock certificates representing the Purchaser Shares,
registered in the name of Seller;                                     

         (b)  the certificates referred to in Section 7.3(c) hereof;

         (c)  the opinion of, Kohrman, Jackson & Krantz PLL, counsel
to Purchaser, in form and substance reasonably satisfactory to Seller;

        (d)  copies of all consents, waivers or approvals referred
to in Section 7.2(a) and (e) to the extent such consents, waivers or  
approvals are required to be obtained by Purchaser;                   

         (e)  an executed copy of the Registration Rights Agreement;

 (f)  an executed copy of the Warrant Agreement; and
  (g)  such other documents as Seller shall reasonably
request.                                                              

ARTICLE IX

 INDEMNIFICATION

9.1  Indemnification.                             
---------------                         

        (a)  Seller hereby agrees to indemnify and hold Purchaser,
Radiocoms, and their respective directors, officers, employees,       
Affiliates, agents, successors and assigns (collectively, the         
"Purchaser Indemnified Parties") harmless from and against:           

          (i)  any and all losses, liabilities, obligations,
damages, costs and expenses based upon, attributable to or  
   resulting from the failure of any representation or warranty of
  Seller hereof to be true and correct in all respects as of the
date made;                                                  

         (ii)  any and all losses, liabilities, obligations,
damages, costs and expenses based upon, attributable to or  
resulting from the Excluded Liabilities;                    

        (iii)  any and all losses, liabilities, obligations,
damages, costs and expenses based upon, attributable to or  
  resulting from any breach by Seller of any covenant of Seller;

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         (iv)  any and all losses, liabilities, obligations,
damages, costs and expenses based upon, attributable to or  
     resulting from the transfer of the EFJ Shares and the EFJ Warrant
  to Radiocoms (including, without limitation, any Tax liability
     occurring, on redemption of the EFJ Shares or their use to redeem
the Preferred Shares, by reason of the tax basis of the EFJ 
   Shares and the EFJ Warrant being considered to be less than the
face amount of the EFJ Note); and                           

              (v)  any and all notices, actions, suits, proceedings,
 claims, demands, assessments, judgments, costs, penalties and
  reasonable expenses, including reasonable attorneys' and other
    professionals' fees and disbursements (collectively, "Expenses")
incident to any and all losses, liabilities, obligations,   
     damages, costs and expenses with respect to which indemnification
is provided hereunder (collectively, "Losses").             

       (b)  Purchaser hereby agrees to indemnify and hold Seller
and its respective directors, officers, employees, Affiliates, agents,
successors and assigns (collectively, the "Seller Indemnified         
Parties") harmless from and against:                                  

              (i)  any and all Losses based upon, attributable to or
   resulting from the failure of any representation or warranty of
  the Purchaser to be true and correct in all respects as of the
date made;                                                  

             (ii)  any and all Losses based upon, attributable to or
resulting from any breach by Purchaser of any covenant of   
Purchaser;                                                  

            (iii)  any and all Losses based upon, attributable to or
   resulting from the failure of the property located at 5800 West
   Jefferson Boulevard, Los Angeles, California 90016 (the "Site")
to comply with any Environmental Law (including, without    
limitation, any environmental clean-up costs, whether such  
     environmental clean-up costs are incurred by Intek voluntarily or
    in response to actions by Governmental Bodies or other Persons);
    provided, however, (A) that, if the Site is sold by Purchaser to
--------  -------                                           

a third party in a bona fide transaction within one year    
 following the date hereof, the amount of such Losses shall be
deemed to be reduced by the amount, if any, by which the net
  proceeds to Purchaser upon the sale of the Site exceed the net
  book value of the Site as reflected on the Purchaser Financial
    Statements, and (B) that, in all other cases, the amount of such
Losses shall be deemed to be reduced by $250,000;           

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          (iv)  any and all Losses attributable to the Olympic
     Plastics Simplified Employees Pension Plan referred to in Section
5.17(a) of the Purchaser Disclosure Letter; and             

            (v)  any and all Expenses incident to the foregoing.

 9.2  Limitations on Indemnification for Breaches of
      ----------------------------------------------

Representations and Warranties.                                       
------------------------------                                        

         (a)  An indemnifying party shall not have any liability for
a breach of a representation or warranty under Section 9.1(a)(i) or   
(b)(i) hereof unless the aggregate amount of Losses and Expenses to   
the indemnified parties finally determined to arise thereunder based  
upon, attributable to or resulting from the failure of any            
representation or warranty to be true and correct, exceeds $300,000   
(the "Basket") and, in such event, the indemnifying party shall be    
required to pay the entire amount of such Losses and Expenses without 
regard to the Basket.                                                 

          (b)  Notwithstanding anything contained in this Agreement to
the contrary, (i) the aggregate liability of Seller and its Affiliates
under Section 9.1(a)(i), except for any liability arising as a result 
of the failure of Seller's representations and warranties set forth in
Section 4.14 to be true and correct, shall not exceed $6,000,000 (the 
"Seller Cap") and (ii) the aggregate liability of Purchaser and its   
Affiliates under Section 9.1(b)(i), except for any liability arising  
as a result of the failure of Purchaser's representations and         
warranties set forth in Section 5.27 to be true and correct, shall not
exceed $4,000,000 (the "Purchaser Cap").                              

9.3  Indemnification Procedures.                  
--------------------------              

   (a)  In the event that any Legal Proceedings shall be
instituted or that any claim or demand ("Claim") shall be asserted by 
any Person in respect of which payment may be sought under Section 9.1
hereof (regardless of the Basket referred to above), the indemnified  
party shall reasonably and promptly cause written notice of the       
assertion of any Claim of which it has knowledge which is covered by  
this indemnity to be forwarded to the indemnifying party.  The        
indemnifying party shall have the right, at its sole option and       
expense, to be represented by counsel of its choice, which must be    
reasonably satisfactory to the indemnified party, and to defend       
against, negotiate, settle or otherwise deal with any Claim which     
relates to any Losses indemnified against hereunder.  If the indemni- 
fying party elects to defend against, negotiate, settle or otherwise  
deal with any                                                         

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Claim which relates to any Losses indemnified against hereunder, it   
shall within five (5) days (or sooner, if the nature of the Claim so  
requires) notify the indemnified party of its intent to do so.  If the
indemnifying party elects not to defend against, negotiate, settle or 
otherwise deal (as provided herein) with any Claim which relates to   
any Losses indemnified against hereunder, fails to notify the         
indemnified party of its election as herein provided or contests its  
obligation to indemnify the indemnified party against such Losses     
under this Agreement, the indemnified party may defend against,       
negotiate, settle or otherwise deal with such Claim; provided,        
                                            --------

however, that the indemnified party may not settle such Claim without 
-------                                                               

the consent of the indemnifying party, which consent will not be      
unreasonably withheld or delayed.  If the indemnified party defends   
any Claim, then the indemnifying party shall reimburse the indemnified
party for the Expenses of defending such Claim upon submission of     
periodic bills; provided, however, that, if the indemnifying party    
--------  -------                     

reasonably contests its obligation to indemnify the indemnified party 
against such Losses under this Agreement, the indemnifying party may  
defer the reimbursement of the periodic bills with respect to such    
Losses until such time as it is obligated to make payment to the      
indemnified party under Section 9.3(b).  If the indemnifying party    
shall assume the defense of any Claim, the indemnified party may      
participate, at his or its own expense, in the defense of such Claim; 
provided, however, that such indemnified party shall be entitled to   
--------  -------                                                     

participate in any such defense with separate counsel at the expense  
of the indemnifying party if, (i) so requested by the indemnifying    
party to participate or (ii) in the reasonable opinion of counsel to  
the indemnified party, a conflict or potential conflict exists between
the indemnified party and the indemnifying party that would make such 
separate representation advisable; and provided, further, that the    
                         --------  -------

indemnifying party shall not be required to pay for more than one such
counsel for all indemnified parties in connection with any Claim.  The
parties hereto agree to cooperate fully with each other in connection 
with the defense, negotiation or settlement of any such Claim.        

    (b)  After any final judgment or award shall have been
rendered by a court, arbitration board or administrative agency of    
competent jurisdiction and the expiration of the time in which to     
appeal therefrom, or a settlement shall have been consummated, or the 
indemnified party and the indemnifying party shall have arrived at a  
mutually binding agreement with respect to a Claim hereunder, the     
indemnified party shall forward to the indemnifying party notice of   
any sums due and owing by the indemnifying party pursuant to this     
Agreement with respect to such matter and the indemnifying party shall
be required to pay                                                    

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all of the sums so due and owing to the indemnified party in          
accordance with Section 9.3(d).                                       

          (c)  The failure of the indemnified party to give reasonably
prompt notice of any Claim shall not release, waive or otherwise      
affect the indemnifying party's obligations with respect thereto      
except to the extent that the indemnifying party can demonstrate      
actual loss and prejudice as a result of such failure.                

         (d)  Except as set forth in Section 9.3(e), all payments of
Claims to an indemnified party may be made by wire transfer of        
immediately available funds within 10 business days after the date of 
the notice of sums due and owing provided for in Section 9.3(b).  In  
addition, except as set forth in Section 9.3(e), Seller or Purchaser  
may elect, at its option, to pay any Claims to an indemnified party in
shares of Purchaser Common Stock, and the number of shares of         
Purchaser Common Stock to be transferred in satisfaction of such      
liabilities, and the terms of any such transfer, shall be determined  
as set forth in Sections 9.3(f).  In the event that Purchaser is the  
indemnifying party and Seller is the indemnified party with respect to
any Claim, the amount of such Claim shall be increased as appropriate 
to reflect the percentage of Purchaser's issued and outstanding       
capital stock that is owned beneficially or of record by Seller as of 
the date of the notice delivered pursuant to Section 9.3(b) with      
respect to such Claim.  As an example, if Purchaser must indemnify    
Seller for a Claim otherwise amounting to $100,000 and Seller owns 60%
of Purchaser's issued and outstanding capital stock at such time, the 
amount of Seller's Claim shall be deemed to be increased to $250,000  
(the amount which, when 60% of its value is subtracted, equals the    
original amount of the Claim).                                        

        (e)  Notwithstanding any other provision of this Agreement
to the contrary, any liability of Seller under Section 9.1(a)(i), up  
to the Seller Cap, and any liability of Purchaser under Section       
9.1(b)(i), up to the Purchaser Cap, shall be payable solely in shares 
of Purchaser Common Stock.  The number of shares of Purchaser Common  
Stock to be transferred with respect to any such liability being paid 
in shares of Purchaser Common Stock shall be determined as set forth  
in Section 9.3(f).                                                    

       (f)  In the event that Seller or Purchaser, in accordance
with Section 9.3(d), elects or is required to pay any liabilities     
owing by it in shares of Purchaser Common Stock, the number of shares 
to be transferred with respect to any such liability shall be         
determined by dividing the amount of such liability (as such amount   
may be adjusted pursuant to Section 9.3(d)) by the Applicable Average 
Share Value.  The "Applicable                                         

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Average Share Value" shall be equal to the average of the Daily       
Closing Prices for each of the ten Business Days immediately preceding
the date of the notice provided for in Section 9.3(b); and the "Daily 
Closing Price" for each such day shall be average of the last bid and 
ask price of Purchaser Common Stock quoted on such day on the Small   
Cap Market (or such exchange or quotation system as shall report the  
trading prices of Purchaser Common Stock at the relevant time).       

       (g)  Purchaser covenants and agrees that, in the event it
issues any shares of Purchaser Common Stock to Seller in payment of   
any Claim of Seller ("Additional Shares") hereunder, it will take such
actions as may be necessary to assure that, upon issuance, such       
Additional Shares (i) will be duly authorized, validly issued, fully  
paid and non-assessable and free of preemptive rights, and will be    
registered on the stock certificate books and stock transfer ledgers  
of Purchaser solely in the name of Seller and (ii) will be approved   
for quotation on the Small Cap Market, subject to official notice of  
issuance.  Seller will receive good and marketable title to any       
Additional Shares within 10 business days after the date of the notice
provided for in Section 9.3(b), free and clear of any and all Liens.  

    (h)  Seller covenants and agrees that, in the event it
transfers any shares of Purchaser Common Stock to Purchaser in payment
of any Claims hereunder ("Adjustment Shares"), it will take such      
actions as may be reasonably necessary to assure that, upon such      
transfer, Seller shall have delivered to Purchaser good and marketable
title to such Adjustment Shares, free and clear of any and all Liens. 
Any such transfers of Adjustment Shares will be made within 10        
business days after the date of the notice provided for in Section    
9.3(b).                                                               

 ARTICLE X

 MISCELLANEOUS

         10.1  Certain Definitions.  For purposes of this Agreement,
-------------------                   

the following terms shall have the meanings specified in this Section 
10.1:                                                                 

      "Affiliate" means, with respect to any Person, any other
---------                                       

Person controlling, controlled by or under common control with such   
Person.  Roamer One Holdings Inc., Nicholas Wilson and their          
respective affiliates and associates shall be deemed to be Affiliates 
of Purchaser for the purposes of this Agreement.                      

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     "Affiliated Group" means, with respect to any entity, a
----------------                                

group of entities required or permitted to file consolidated, combined
or unitary Tax Returns, including, without limitation, Chapter IV of  
Part X of the Income and Corporation Taxes Act 1988.                  

       "Basket" shall have the meaning set forth in Section 9.2.
------                                          

         "Business" means any and all (a) operations, assets, rights
--------                                        

or liabilities of Radiocoms and its Subsidiaries whatsoever and       
(b) operations, assets and rights or liabilities of other of Seller's 
Affiliates, other than Dopra, Datatrak, Cellular and TrakBak, related 
directly and principally to the business of manufacturing and selling 
land mobile radio equipment.                                          

        "Business Day" means any day of the year on which national
------------                                    

banking institutions in New York and London are open to the public for
conducting business and are not required or authorized to close.      

        "Closing" shall have the meaning set forth in Section 3.1.
-------                                         

        "Closing Date" shall have the meaning set forth in Section
------------                                    

3.1 hereof.                                                           

     "Code" shall mean the Internal Revenue Code of 1986, as
----                                            

amended.                                                              

   "Committee" has the meaning set forth in Section 6.2.
---------                                       

       "Communications Act" has the meaning set forth in Section
------------------                              

5.27(h).                                                              

        "Contract" means any contract, agreement, indenture, note,
--------                                        

bond, loan, instrument, lease, commitment or other arrangement or     
agreement.                                                            

"DTI" means the Department of Trade and Industry. 
---                                             

  "EFJ Shares" shall have the meaning set forth in the
----------                                      

recitals to this Agreement.                                           

        "Environmental Law" means any applicable federal, state or
-----------------                               

local statute, law ordinance, rule, regulation, code, license, permit,
authorization, approval, consent, order, judgment, decrees,           
injunction, directive, requirement or agreement with any              

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Governmental Body, now existing, relating to:  (a) the protection,    
preservation or restoration of the environment (including, without    
limitation, air water vapor, surface water, groundwater, drinking     
water supply, surface land, subsurface land, plant and animal life or 
any other natural resource), or to human health or safety, or (b) the 
exposure to, or the use, storage, recycling, treatment, generation,   
transportation, processing, handling, labeling, production, release or
disposal of Hazardous Substances, in each case as amended.  The term  
Environmental Law includes, without limitation, (a) the following     
statutes, each as amended:  (i) the Federal Clean Air Act; (ii) the   
Federal Clean Water Act; (iii) the Federal Resource Conservation and  
Recovery Act of 1976 ("RCRA"); (iv) the Federal Comprehensive         
Environmental Response Compensation and Liability Act of 1980         
("CERCLA"); (v) the Federal Toxic Substances Control Act; (vi) the    
Federal Occupational Safety and Health Act of 1970; (vii) the Federal 
Safe Drinking Water Act; (viii) the Federal Insecticide, Fungicide and
Rodenticide Act; (ix) the California Hazardous Waste Control Law;     
(x) the California Hazardous Substance Account Act; (xi) the Porter-  
Cologne Water Quality Control Act; and (xii) the California Air       
Pollution Control Law; and (b) any common law or equitable doctrine   
(including, without limitation, injunctive relief and tort doctrines  
such as negligence, nuisance, trespass and strict liability) that may 
impose liability or obligations for injuries or damages due to, or    
threatened as a result of, the presence of or exposure to any         
Hazardous Substance.                                                  

     "Excluded Liabilities" means any and all liabilities of
--------------------                            

Radiocoms and its Subsidiaries or Affiliates not directly related to  
the Business, including, without limitation:                          

   (a)  any and all Tax liabilities of Radiocoms and its
Subsidiaries attributable to any asset, right, liability or operation 
of Securicor plc or its Affiliates (other than Radiocoms and its      
Subsidiaries) that are not included in the Business (including,       
without limitation, liabilities arising from any Tax Sharing Agreement
(except to the extent attributable to income, assets or liabilities of
the Business) and any liability for value-added Taxes arising from    
activities that are not part of the Business);                        

     (b)  any and all liabilities and obligations related to
employees of Radiocoms or any of its Subsidiaries other than those    
employees listed on Section 4.17(d) of the Radiocoms Disclosure       
Letter;                                                               

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       (c)  all liabilities of Radiocoms and its Subsidiaries to
Seller and its Affiliates except in respect of the Preferred Shares;  

   (d)  any and all Tax liabilities of Radiocoms and its
Subsidiaries arising as a result of the provisions of sections 94 or  
582 of the Income and Corporation Taxes Act 1988 or sections 178 or   
179 of the Taxation of Chargeable Gains Act 1992 by virtue of or in   
consequence of the entering into or performance of this Agreement,    
including, without limitation, Tax liabilities arising from the       
transfer of shares of capital stock or other assets to Radiocoms to   
ensure that Radiocoms owns all assets related to the Business as of   
the Closing Date; and                                                 

      (e)  any Tax liability of Radiocoms and its Subsidiaries
arising as a result of the denial of a deduction for interest accrued 
on any intercompany indebtedness which is refinanced in accordance    
with Section 6.11 of this Agreement.                                  

    "Expenses" shall have the meaning set forth in Section
--------                                        

9.1(a).                                                               

"FCC" means the Federal Communications Commission.
---                                             

   "GAAP" means, with respect to financial or accounting
----                                            

information concerning any Person, generally accepted accounting      
principles as of the date hereof in the United States.                

         "Governmental Body" means any government or governmental or
-----------------                               

regulatory body thereof, or political subdivision thereof, whether    
federal, state, local or foreign, or any agency, instrumentality or   
authority thereof, or any court or arbitrator (public or private).    

        "Hazardous Substance" means any substance, whether liquid,
-------------------                             

solid or gas, listed, defined, designated or classified as hazardous, 
toxic, radioactive or dangerous, under any applicable Environmental   
Law, whether by type or by quantity.  Hazardous Substance includes,   
without limitation, (aa) any "hazardous substance" as defined in      
CERCLA, (bb) any "hazardous waste" as defined in RCRA, and (cc) any   
toxic waste, pollutant, contaminant, hazardous substance, toxic       
substance, hazardous waste, special waste or petroleum or any         
derivative or by-product thereof, radon, radioactive material, friable
asbestos, asbestos containing material releasing friable asbestos,    
urea formaldehyde foam insulation, lead and polychlorinated biphenyls 
("PCBs").                                                             

  "HSR Act" shall mean the Hart-Scott-Rodino Antitrust
-------                                         

Improvements Act of 1976.                                             

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          "knowledge" means, with respect to any Person, the actual or
---------                                       

constructive knowledge of such Person and, in the case of a           
corporation, the actual or constructive knowledge of its executive    
officers and directors, after reasonable investigation (except as set 
forth in Section 5.21); provided, however, that with respect to any   
--------  -------     

representation or warranty of Seller concerning EFJ which is qualified
as to knowledge, "knowledge" means the actual knowledge of Seller's   
executive officers and directors without any independent              
investigation.                                                        

  "Law" means any federal, state, local or foreign law
---                                             

(including common law), statute, code, ordinance, rule, regulation or 
other requirement.                                                    

      "Legal Proceeding" means any judicial, administrative or
----------------                                

arbitral actions, suits, proceedings (public or private), claims or   
governmental proceedings.                                             

         "Midland Agreement" shall have the meaning set forth in the
-----------------                               

recitals to this Agreement.                                           

     "Lien" means any lien, pledge, mortgage, deed of trust,
----                                            

security interest, claim, lease, charge, option, right of first       
refusal, easement, servitude, transfer restriction under any          
shareholder or similar agreement, encumbrance or any other restriction
or limitation whatsoever.                                             

   "Loan Agreement" has the meaning set forth in Section
--------------                                  

7.2(f).                                                               

          "Losses" shall have the meaning set forth in Section 9.1(a).
------                                          

         "Material Adverse Change" means, with respect to any Person
-----------------------                         

or the Business, any material adverse change in the business,         
properties, results of operations, condition (financial or otherwise) 
of such Person, it being presumed that any such change which results  
in the decrease of the net asset value of a Person or the Business by 
10% or more constitutes a Material Adverse Change.                    

  "Material Adverse Effect" means any effect which has
-----------------------                         

resulted in, or could be reasonably likely to result in, a Material   
Adverse Change.                                                       

  "Midland US" shall have the meaning set forth in the
----------                                      

recitals to this Agreement.                                           

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    "Order" means any order, injunction, judgment, decree,
-----                                           

ruling, writ, assessment or arbitration award.                        

          "Other Transactions" shall have the meaning set forth in the
------------------                              

recitals to this Agreement.                                           

      "Permits" means any approvals, authorizations, consents,
-------                                         

licenses, permits or certificates.                                    

       "Permitted Exceptions" means (i) all defects, exceptions,
--------------------                            

restrictions, easements, rights of way and encumbrances disclosed in  
policies of title insurance which have been made available to         
Purchaser or Seller, as applicable; (ii) statutory liens for current  
taxes, assessments or other governmental charges not yet delinquent or
the amount or validity of which is being contested in good faith by   
appropriate proceedings, provided an appropriate reserve is           
established therefor; (iii) mechanics', carriers', workers',          
repairers' and similar Liens arising or incurred in the ordinary      
course of business that are not material to the business, operations  
and financial condition of the property so encumbered or owner        
thereof; (iv) zoning, entitlement and other land use and environmental
regulations by any Governmental Body, provided that such regulations  
have not been violated; and (v) such other imperfections in title,    
charges, easements, restrictions and encumbrances which do not detract
more than 10% from the value of or materially interfere with the      
present use of any property subject thereto or affected thereby.      

      "Person" means any individual, corporation, partnership,
------                                          

firm, joint venture, association, joint-stock company, trust,         
unincorporated organization, Governmental Body or other entity.       

          "Purchaser" shall have the meaning set forth in the recitals
---------                                       

to this Agreement.                                                    

      "Purchaser Disclosure Letter" shall have the meaning set
---------------------------                     

forth in the Section 5.4(a).                                          

    "Purchaser Shares" shall have the meaning set forth in
----------------                                

Section 2.1.                                                          

      "Purchaser Stockholders' Meeting" shall have the meaning
-------------------------------                 

ascribed thereto in Section 6.3(b).                                   

          "Radiocoms" shall have the meaning set forth in the recitals
---------                                       

to this Agreement.                                                    

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      "Radiocoms Disclosure Letter" shall have the meaning set
---------------------------                     

forth in Section 4.4(a).                                              

    "Release" means any release, spill, emission, leaking,
-------                                         

pumping, injection, deposit, disposal, discharge, dispersal, or       
leaching into the indoor or outdoor environment, or into or out of any
property.                                                             

      "Relevant Affiliate" shall have the meaning set forth in
------------------                              

Section 4.4(a).                                                       

          "Remedial Action" means all actions to (x) clean up, remove,
---------------                                 

treat or in any other way address any Hazardous Material; (y) prevent 
the Release of any Hazardous Material so it does not endanger or      
threaten to endanger public health or welfare or the indoor or outdoor
environment; or (z) perform pre-remedial studies and investigations or
post-remedial monitoring and care.                                    

          "Seller" shall have the meaning set forth in the recitals to
------                                          

this Agreement.                                                       

          "Shares" shall have the meaning set forth in the recitals to
------                                          

this Agreement.                                                       

         "Simmonds" shall have the meaning set forth in the recitals
--------                                        

to this Agreement.                                                    

        "Subsidiary" means any other Person of which a majority of
----------                                      

the outstanding voting securities or other voting equity interests are
owned, directly or indirectly, by such Person.                        

    "Taxes" means (i) all federal, state, local or foreign
-----                                           

taxes, charges, fees, imposts, levies or other assessments, including,
without limitation, all net income, gross receipts, capital, sales,   
use, ad valorem, value added, transfer, franchise, profits, inventory,
capital stock, license, withholding, payroll, employment, social      
security, national insurance, unemployment, excise, severance, stamp, 
occupation, property, corporation and estimated taxes, customs duties,
fees, assessments and charges of any kind whatsoever; (ii) all        
interest, penalties, fines, additions to tax or additional amounts    
imposed by any taxing authority in connection with any item described 
in clause (i); and (iii) any transferee liability in respect of any   
items described in clauses (i) and/or (ii).                           

    "Tax Return" means all returns, declarations, reports,
----------                                      

estimates, information returns and statements required to be filed in 
respect of any Taxes.                                                 

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        "Tax Sharing Agreement" means an agreement (whether or not
---------------------                           

in writing) pursuant to which Tax losses of one entity are made       
available to another entity of the "group" or Affiliates for purposes 
of Taxes.                                                             

    "Transactions" shall have the meaning set forth in the
------------                                    

recitals to this Agreement.                                           

    10.2  Survival of Representations and Warranties.  The
    ------------------------------------------

parties hereto hereby agree that the representations and warranties of
Seller and of Purchaser shall survive the execution and delivery of   
this Agreement, and the Closing hereunder, regardless of any          
investigation made by the parties hereto, for a period of eighteen    
months following the Closing.  Any claims or actions with respect to  
any representation or warranty that survives the execution and        
delivery of this Agreement and the Closing hereunder shall terminate  
unless, within eighteen months after the Closing Date, written notice 
of such claims is given to the indemnifying party or such actions are 
commenced.                                                            

   10.3  Expenses.  Except as otherwise provided in this
--------                              

Agreement, Seller and Purchaser shall each bear its own expenses      
incurred in connection with the negotiation and execution of this     
Agreement and each other agreement, document and instrument           
contemplated by this Agreement and the consummation of the            
transactions contemplated hereby and thereby.                         

         10.4  Further Assurances.  Seller and Purchaser each agrees
------------------                    

to execute and deliver such other documents or agreements and to take 
such other action as may be reasonably necessary or desirable for the 
implementation of this Agreement and the consummation of the          
transactions contemplated hereby.                                     

   10.5  Entire Agreement; Amendments and Waivers.  This
  ----------------------------------------

Agreement (including the exhibits hereto), the Radiocoms Disclosure   
Letter and the Purchaser Disclosure Letter represent the entire       
understanding and agreement between the parties hereto with respect to
the subject matter hereof and can be amended, supplemented or changed,
and any provision hereof can be waived, only by written instrument    
making specific reference to this Agreement signed by the party       
against whom enforcement of any such amendment, supplement,           
modification or waiver is sought.  No information disclosed in any    
Section of the Radiocoms Disclosure Letter or Purchaser Disclosure    
Letter shall be deemed to have been disclosed for purposes of any     
other Section without being specifically cross-referenced in such     
Section.  No action taken pursuant to this Agreement, including       
without limitation, any investigation by or on behalf of any party,   
shall be deemed to constitute a waiver by the party taking such action
of compliance                                                         

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with any representation, warranty, covenant or agreement contained    
herein.  The waiver by any party hereto of a breach of any provision  
of this Agreement shall not operate or be construed as a further or   
continuing waiver of such breach or as a waiver of any other or       
subsequent breach.  No failure on the part of any party to exercise,  
and no delay in exercising, any right, power or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise 
of such right, power or remedy by such party preclude any other or    
further exercise thereof or the exercise of any other right, power or 
remedy.  All remedies hereunder are cumulative and are not exclusive  
of any other remedies provided by Law.                                

       10.6  Governing Law.  This Agreement shall be governed by
-------------                         

and construed in accordance with the Laws of the State of New York    
(without application of its principles of conflicts of laws).         

          10.7  Table of Contents and Headings.  The table of contents
------------------------------        

and section headings of this Agreement are for reference purposes only
and are to be given no effect in the construction or interpretation of
this Agreement.                                                       

        10.8  Notices.  All notices and other communications under
-------                               

this Agreement shall be in writing and shall be deemed given when     
delivered personally or mailed by certified mail, return receipt      
requested, to the parties (and may also be transmitted by facsimile to
the Persons receiving copies thereof) at the following addresses (or  
to such other address as a party may have specified by notice given to
the other party pursuant to this provision):                          

If to Seller, to:                                 

Securicor Communications Ltd.                     
Sutton Park House                                 
15 Carshalton Road                                
Sutton, Surrey, SM1 4LD England                   
Attn:  Dr. Ed Hough                               
Telecopier:  (011 44) 181-661-0205                

With a copy to:                                   

Weil, Gotshal & Manges LLP                        
767 Fifth Avenue                                  
New York, New York  10153                         
Attn:  Howard Chatzinoff, Esq.                    
Telecopier:  (212) 310-8007                       

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If to Purchaser, to:                              

Intek Diversified Corporation                     
970 West 190th Street, Suite 720                  
Torrance, California  90502                       
Attn:  David Neibert                              
Telecopier:  (310) 366-7712                       

With a copy to:                                   

Kohrman Jackson & Krantz PLL                      
One Cleveland Center, 20th Floor                  
1375 East Ninth Street                            
Cleveland, Ohio  44114                            
Attn:  Steven L. Wasserman, Esq.                  
Telecopier:  (216) 621-6536                       

        10.9  Severability.  If any provision of this Agreement is
------------                          

invalid or unenforceable, the balance of this Agreement shall remain  
in effect.                                                            

         10.10  Binding Effect; Assignment.  This Agreement shall be
--------------------------          

binding upon and inure to the benefit of the parties and their        
respective successors and permitted assigns.  Nothing in this         
Agreement shall create or be deemed to create any third party         
beneficiary rights in any person or entity not a party to this        
Agreement except as provided below.  No assignment of this Agreement  
or of any rights or obligations hereunder may be made by either Seller
or Purchaser (by operation of Law or otherwise) without the prior     
written consent of the other parties hereto and any attempted         
assignment without the required consents shall be void.               

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     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly  
authorized, as of the date first written above.                       

         INTEK DIVERSIFIED CORPORATION

       By:  /s/ Nicholas R. Wilson
                            ------------------------------------------
          Name: Nicholas R. Wilson
 Title: Chairman

            SECURICOR COMMUNICATIONS LIMITED

 By:  /s/ Edmund Hough
                            ------------------------------------------
    Name: Edmund Hough
 Title: Director

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    Each of the undersigned hereby agrees that he will not
unreasonably withhold his consent to any action as to which the       
consent of the Committee (as defined in the foregoing Agreement) is   
required under Sections 6.2(a) or 6.2(b) of the foregoing Agreement.  

  /s/ Ed Hough
                              ----------------------------------------
Ed Hough  

       /s/ John Simmonds
                              ----------------------------------------
   John Simmonds

         /s/ Nicholas Wilson
                              ----------------------------------------
     Nicholas Wilson

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        Security Services plc, a corporation formed under the laws
of England and Wales and the owner of 100% of the issued and          
outstanding capital stock of Securicor Communications Limited ("SCL") 
hereby guarantees the obligations of SCL under Section 9.1(a) of the  
foregoing Stock Purchase Agreement and agrees to cause SCL to provide 
the financing contemplated under Section 7.2(f) thereof.              

 SECURITY SERVICES PLC

By: /s/ Edmund Hough
                            ------------------------------------------
        Name: Edmund Hough
     Title: Director

NYFS09...:\73\73273\0003\1748\AGR6276L.300                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		12/31/96		7		8			10-Q,  10-Q/A
		9/30/96		86					10-K,  10-Q
Filed on:		6/28/96
		6/18/96		1		5			8-K
		6/17/96		15		18
		5/14/96		18
		3/31/96		15		86			10-Q
		1/26/96		73
		12/31/95		48		72			10-K405
		9/30/95		15		17			10-Q
		3/14/95		15
		12/31/94		48
		9/23/94		93
		5/3/94		77
		1/31/94		94
		1/28/94		94
		1/1/94		53
		12/31/93		48
		10/1/93		20
		1/1/93		49
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