Exhibit 2.1 THIRD AMENDMENT TO PURCHASE AGREEMENT THIS THIRD AMENDMENT TO PURCHASE AGREEMENT, dated as of January 29, 1996 (this "Amendment"), is made by and between INTEK DIVERSIFIED CORPORATION, a Delaware corporation ("Buyer"), and SIMMONDS CAPITAL...

                                                            Exhibit 2.1


                       THIRD AMENDMENT TO PURCHASE AGREEMENT

     THIS THIRD AMENDMENT TO PURCHASE AGREEMENT, dated as of January 29, 1996
(this "Amendment"), is made by and between INTEK DIVERSIFIED CORPORATION, a
Delaware corporation ("Buyer"), and XXXXXXXX CAPITAL LIMITED (fka Xxxxxxxx
Communications Ltd.), an Ontario corporation ("Seller").

     WHEREAS, Buyer and Seller entered into a Purchase Agreement, dated as of
June 30, 1995 (the "Agreement"), providing for the sale to Buyer of certain
shares of a subsidiary of Seller, SCL, Inc. ("SCLI"), and certain assets owned
by Midland Systems (fka SCL Systems & Infrastructure), a division of Seller
("Systems"), and by Midland International Ltd., a subsidiary of Seller, which
shares and assets comprise Seller's wireless communications business; and 

     WHEREAS, Buyer and Seller entered into an Amendment to Purchase Agreement,
dated as of October 31, 1995 (the "First Amendment"); and

     WHEREAS, Buyer and Seller entered into a Second Amendment to Purchase
Agreement, dated as of November 15, 1995 (the "Second Amendment"); and

     WHEREAS, Seller and Buyer wish to further amend certain terms of the
Agreement as set forth in this Amendment;

     NOW, THEREFORE, in consideration of the respective covenants and
agreements contained herein, Seller and Buyer agree as follows:

1.   Termination Date.  Section 7.1(b), as amended by the First Amendment, is
hereby further amended to change the date by which the transactions
contemplated by the Agreement must be consummated from January 31, 1996, to
April 30, 1996.

2.   Defined Terms.  Capitalized terms not defined herein shall have the
meanings given to them in the Agreement.

3.   Effect of this Amendment.  Except as specifically set forth herein, the
terms and provisions of the Agreement, as amended by the First Amendment and by
the Second Amendment, shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this Amendment as of the date first above written.


                                   XXXXXXXX CAPITAL LIMITED

                                   By /s/Xxxxx X'Xxxx
                                     ----------------------
                                                                        
                                   Its:Secretary
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                                   INTEK DIVERSIFIED CORPORATION

                                   By /s/Xxxxxx X. Xxxxxxxxx
                                      ----------------------                    
                         
                                   Its:Secretary
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