<PAGE>

                                 EXHIBIT 10.20
                                 -------------



                           ASSET EXCHANGE AGREEMENT

     ASSET EXCHANGE AGREEMENT (the "Agreement"), entered into as of the 6th day
of November, 1996, by and between CS WIRELESS SYSTEMS, INC., a Delaware
corporation ("CS Wireless"), PEOPLE'S CHOICE TV CORP., a Delaware corporation
("PCTV"), and  PEOPLE'S CHOICE TV OF KANSAS CITY, INC., a Delaware corporation
that is wholly-owned by PCTV ("PCTV KC").

                                  WITNESSETH:

     WHEREAS, CS Wireless is the owner of wireless cable assets in the Salt Lake
City, Utah market (the "Salt Lake Market");

     WHEREAS, PCTV KC is the owner of wireless cable assets in the Kansas City,
Missouri market (the "Kansas City Market"); and

     WHEREAS, CS Wireless and PCTV KC each desires to exchange the Salt Lake
Assets for the KC Assets and the parties hereto intend that such exchange
qualify as a "like-kind exchange" under Section 1031 of the Internal Revenue
Code of 1986 (the "Code").

     NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties hereby agree as follows:

     1.  Assets Exchanged.
         ----------------

     (a) Transfer of Salt Lake Assets.  Upon the terms and subject to the
         -----------------------------
conditions set forth in this Agreement and upon the representations and
warranties made herein, at the Closing (as hereinafter defined), CS Wireless
shall, or shall cause an affiliate of CS Wireless to, grant, convey, assign,
transfer and deliver to PCTV, and PCTV shall acquire from CS Wireless, or an
affiliate of CS Wireless, all of CS Wireless' or such affiliate's right, title
and interest in and to the Salt Lake Assets, in each case free and clear of any
liens, charges or encumbrances.  The "Salt Lake Assets" shall mean all of the
property and assets, real, personal or mixed, tangible and intangible, of every
kind and description, wherever located, belonging to CS Wireless or any
affiliate of CS Wireless at the close of business on the Closing Date and
relating to the Salt Lake Market, including, without limitation, those assets,
properties and rights more particularly described on Schedule 2.1(a).
                                                     ---------------

                                       1
<PAGE>

     (b) Transfer of KC Assets.  Upon the terms and subject to the conditions
         ----------------------
set forth in this Agreement and upon the representations and warranties made
herein, at the Closing, PCTV shall, or shall cause an affiliate of PCTV to,
grant, convey, assign, transfer and deliver to CS Wireless, and CS Wireless
shall acquire from PCTV, or an affiliate of PCTV, all of PCTV's or such
affiliate's right, title and interest in and to the KC Assets, in each case free
and clear of any liens, charges or encumbrances.  The "KC Assets" shall mean all
of the property and assets, real, personal or mixed, tangible and intangible, of
every kind and description, wherever located, belonging to PCTV or any affiliate
of PCTV at the close of business on the Closing Date and relating to the Kansas
City Market, including, without limitation, those assets, properties and rights
more particularly described on Schedule 2.1(b).
                               ---------------

     (c) Manner of Exchange.  The Salt Lake Assets and the KC Assets shall be
         ------------------
exchanged for each other (the "Asset Exchange").  The Asset Exchange shall be
accomplished, in part, as follows:

          (i)    At the time of Closing, CS Wireless shall assign to PCTV KC,
     and PCTV KC shall assume, pursuant to an Assignment substantially in the
     form of Exhibit A, all of CS Wireless' rights and obligations under its
             ---------
     lease agreements (the "CS Wireless Channel Leases") for the wireless cable
     television frequencies commonly known as the A, B (excluding B1), D, E, F
     and G Groups for the Salt Lake City, Utah market.

          (ii)   At the time of Closing, PCTV KC shall assign to CS Wireless,
     and CS Wireless shall assume, pursuant to an Assignment substantially in
     the form of Exhibit A, all of PCTV KC's rights and obligations under its
                 ---------
     lease agreements (the "PCTV KC Channel Leases") for the wireless cable
     television frequencies commonly known as the B, C, and D Groups for the
     Kansas City, Missouri market.

          (iii)  At the time of Closing, CS Wireless agrees to enter into a
     lease/option agreement (the "Salt Lake Lease/Option Agreement"), on terms
     mutually satisfactory to PCTV KC and CS Wireless, which will provide PCTV
     KC a lease to the licenses to the wireless cable television frequencies
     commonly known as H-1, H-2, H-3 and MDS1 for the Salt Lake City, Utah
     market (the "CS Owned Channels") for $100 per annum and an option to
     purchase such frequencies for $100.

          (iv)   At the time of Closing, CS Wireless agrees to enter into a
     lease/option agreement (the "Salt Lake BTA Agreement"), on terms mutually
     satisfactory to PCTV KC and CS Wireless, which will provide PCTV KC a lease
     to (a) the license to the wireless cable television frequency commonly
     known as MDS-2A for the Salt Lake City, Utah market and (b) all other
     rights associated with CS Wireless' ownership of the Salt

                                       2
<PAGE>

     Lake BTA License, in each case, as awarded to CS Wireless in the FCC's
     auction for the right to apply for and receive licenses in certain basic
     trading areas (the "BTA Auction") for $100 per annum and an option to
     purchase such frequencies for $100.

          (v)    At the time of Closing, PCTV KC agrees to enter, or to cause
     one or more affiliates to enter, into a lease/option agreement (the "KC
     Lease/Option Agreement"), on terms mutually satisfactory to PCTV KC and CS
     Wireless, which will provide CS Wireless a lease to the rights to the
     wireless cable television frequencies commonly known as H-1, H-2, H-3, and
     MDS1 for the Kansas City, Missouri market (the "PCTV KC Owned Channels")
     for $100 per annum and an option to purchase such frequencies for $100.

          (vi)   At the time of Closing, PCTV KC agrees to enter into a
     lease/option agreement (the "Kansas City BTA Agreement"), on terms mutually
     satisfactory to PCTV KC and CS Wireless, which will provide CS Wireless a
     lease to (a) the license to the wireless cable television frequency
     commonly known as MDS-2A for the Kansas City, Missouri market and (b) all
     other rights associated with PCTV KC's ownership of the Kansas City BTA
     License, in each case, as awarded to PCTV KC in the BTA Auction for $100
     per annum and an option to purchase such frequencies for $100.

          (vii)  If, at the time of Closing, CS Wireless, or an affiliate of CS
     Wireless, should own the rights to the wireless cable television
     frequencies commonly known as the E and F Groups for the Salt Lake City,
     Utah market (the "Salt Lake E/F Channels"), CS Wireless shall assign, or
     cause its affiliate to assign, and PCTV KC shall assume, all of CS
     Wireless', or its affiliate's, rights to the Salt Lake E/F Channels and
     PCTV KC, or an affiliate of PCTV KC, shall assign and CS Wireless shall
     assume, all of PCTV KC's, or its affiliate's, rights to the wireless cable
     frequencies commonly known as the E and F Groups for the Kansas City,
     Missouri market (the "KC E/F Channels").  If, at the time of Closing
     neither CS Wireless nor any of its affiliates own the rights to the Salt
     Lake E/F Channels, (i) CS Wireless shall assign to PCTV KC, and PCTV KC
     shall assume, pursuant to an Assignment substantially in the form of
     Exhibit A, all of CS Wireless' rights and obligations under its lease
     ---------
     agreement for the Salt Lake E/F Channels (the "Salt Lake E/F Channel
     Lease") and (ii) PCTV KC shall enter into a lease agreement (the "KC E/F
     Channel Lease") with CS Wireless on terms identical to the Salt Lake E/F
     Channel Lease pursuant to which PCTV KC shall lease to CS Wireless its
     rights to the KC E/F Channels and (iii) each of PCTV KC and CS Wireless
     shall execute an option agreement (together, the "Option Agreements") (such
     option agreements to be on substantially identical terms) in favor of the
     other party granting an option to acquire the Salt Lake E/F Channels (if
     and when owned by CS Wireless) or the KC E/F Channels, as the case may be,
     and, in the case of the Option Agreement granted by PCTV KC, further
     providing that

                                       3
<PAGE>

     if at any time subsequent to the Closing, PCTV or any of its affiliates
     acquires the Salt Lake E/F Channels, CS Wireless shall have the option to
     purchase the KC E/F Channels from PCTV or such affiliate at a price equal
     to the price paid by PCTV or such affiliate for the Salt Lake E/F Channels.
     The parties recognize that if PCTV or one of its affiliates should acquire
     the Salt Lake E/F Channels, CS Wireless may, at its option, either (i)
     exercise its right under the Option Agreement granted by PCTV KC to acquire
     the KC E/F Channels or (ii) continue leasing the KC E/F Channels pursuant
     to the KC E/F Channel Lease.

     2.  Tax Effects of Asset Exchange.  The parties hereby acknowledge their
         -----------------------------
intention that the exchange to be effected pursuant to this Agreement qualify as
a "like-kind exchange" under Section 1031 of the Code.

     3.  Limited Assumption of Liabilities. (a) At the time of Closing, PCTV KC
         ---------------------------------
shall assume all liabilities and obligations with respect to the Salt Lake
Assets accruing or arising out of events which occur after the Closing Date (the
"Salt Lake Assumed Liabilities").  Notwithstanding any other provision of this
Agreement to the contrary, PCTV KC is not assuming, and shall not in any way be
liable or responsible for, any liabilities or obligations of with respect to the
Salt Lake Assets (whether known or unknown by CS Wireless at the time of
Closing) except as specifically provided in the prior sentence (the "Salt Lake
Excluded Liabilities"). CS Wireless shall indemnify, defend and hold harmless
PCTV KC from any and all Salt Lake Excluded Liabilities.  PCTV KC shall
indemnify, defend and hold harmless CS Wireless from any and all Salt Lake
Assumed Liabilities.

         (b) At the time of Closing, CS Wireless shall assume all liabilities
and obligations with respect to the KC Assets accruing or arising out of events
which occur after the date of Closing (the "KC Assumed Liabilities").
Notwithstanding any other provision of this Agreement to the contrary, CS
Wireless is not assuming, and shall not in any way be liable or responsible for,
any liabilities or obligations of with respect to the KC Assets (whether known
or unknown by PCTV KC at the time of Closing) except as specifically provided in
the prior sentence (the "KC Excluded Liabilities"). PCTV KC shall indemnify,
defend and hold harmless CS Wireless from any and all KC Excluded Liabilities.
CS Wireless shall indemnify, defend and hold harmless PCTV KC from any and all
KC Assumed Liabilities.

     4.  Reimbursement of FCC Fees and Construction Expenses.  On or prior to
         ---------------------------------------------------
the Closing, (a) PCTV KC shall certify to CS Wireless the amounts it has paid to
the FCC in connection with its being the winning bidder for the Kansas City
Market in the BTA Auction and (b) CS Wireless shall certify to PCTV KC the
amounts it has paid to the FCC in connection with its being the winning bidder
for the Salt Lake Market in the BTA Auction.  At closing, each of PCTV KC and CS
Wireless shall reimburse the other party for each payment.

                                       4
<PAGE>

     5.  Closing.  The consummation of the transactions contemplated by this
         -------
Agreement (the "Closing") shall take place at 10:00 a.m., on the first date that
all of the conditions to closing listed in Sections 10 and 11 shall have been
satisfied, at the offices of PCTV KC at Two Corporate Drive, Suite 249, Shelton,
CT 06484, or at such other time, date and place as the parties may agree.  The
effective date of the transfer of legal title to the Salt Lake Assets and the KC
Assets shall be the "Closing Date".

     6.  Representations and Warranties of PCTV KC.  PCTV KC represents and
         -----------------------------------------
warrants to CS Wireless that the following are true and correct:

     (a) Organization, Power and Authority of PCTV KC.  PCTV KC is a corporation
         --------------------------------------------
duly organized and legally existing in good standing under the laws of its state
of incorporation and has full corporate power and authority (i) to own or lease
its properties and to carry on its business as it is now being conducted, (ii)
to enter into this Agreement and to sell, convey, assign, transfer and deliver
the KC Assets to CS Wireless as provided herein, and (iii) to carry out the
other transactions and agreements contemplated hereby.

     (b) Licenses and Permits of PCTV KC
         -------------------------------

         (i) Schedule 6(b)(i) currently sets forth all of the FCC licenses,
             ----------------
permits, applications, and authorizations (collectively, the "PCTV KC FCC
Licenses") either owned by PCTV KC, or an affiliate thereof, or relating to the
channel leases (the "PCTV KC Channel Leases") that are being transferred and
assigned pursuant to this Agreement, and such Schedule 6(b)(i) correctly sets
                                              ----------------
forth the identity of the holder of such PCTV KC FCC Licenses and the
termination date, if any, of such PCTV KC FCC Licenses.  Except as set forth on
Schedule 6(b)(i), each PCTV KC FCC License was duly and validly issued and
----------------
assigned to the holder thereof by the FCC pursuant to procedures which comply
with all requirements of applicable law and there has been no occurrence of any
event or the existence of any circumstances which may lead to the forfeiture,
revocation, suspension, impairment, adverse modification or non-renewal of any
PCTV KC FCC License.  Each PCTV KC FCC License is in full force and effect and
the holders of the PCTV KC FCC Licenses and PCTV KC are in substantial and
material compliance therewith and there is no known conflict with the valid
rights of others which could have a material adverse effect on the value and use
of the PCTV KC FCC Licenses.  Except as set forth on Schedule 6(b)(i), no event
                                                     ----------------
has occurred which permits, or after notice or lapse of time or both would
permit, the forfeiture, revocation, impairment, adverse modification or non-
renewal of any PCTV KC FCC License, or the imposition of a monetary fine.  Upon
the closing of the transactions contemplated by this Agreement, CS Wireless will
have the right to use all of the PCTV KC FCC Licenses in the ordinary course of
business for the operation of a wireless cable television system pursuant to the
terms of the various PCTV KC Channel Leases.

                                       5
<PAGE>

          (ii) Each of the holders of the PCTV KC FCC Licenses have duly filed
in a timely manner all filings and reports required to be filed by the holders
of the PCTV KC FCC Licenses under the Communications Act of 1934, as amended
(the "Communications Act") and are in all material respects in substantial
compliance with the Communications Act, including, without limitation, the rules
and regulations of the FCC relating to licenses and the operation of a wireless
cable television system, and each filing and report filed with respect to the
PCTV KC FCC Licenses is true, correct and complete in all respects and there
have been no changes in the ownership of the PCTV KC  FCC Licenses since the
filing of the most recent ownership report.

          (iii)  Schedule 6(b)(iii) correctly sets forth all of the PCTV KC
                 ------------------
Channel Leases pursuant to which the PCTV KC may use the PCTV KC FCC Licenses,
which PCTV KC Channel Leases will be assigned to CS Wireless pursuant to the
terms of this Agreement.  Each of the PCTV KC Channel Leases was duly and
validly entered into by the parties thereto pursuant to procedures which comply
with all requirements of applicable law and no event has occurred or
circumstance exists which may lead to the revocation, suspension, termination,
breach, default, adverse modification or non-renewal of any PCTV KC Channel
Lease or material provision thereof.  PCTV KC has the sole right to use the PCTV
KC FCC License under each PCTV KC Channel Lease in the ordinary course of
business for the operation of a wireless cable television system (except with
respect to the rights of the ITFS license holders) and CS Wireless upon the
closing of the transactions contemplated by this Agreement, will have the sole
right to use the PCTV KC FCC License under each PCTV KC Channel Lease in the
ordinary course of business for the operation of a wireless cable television
system (except with respect to the rights of the ITFS license holder).  Each
PCTV KC Channel Lease is in full force and effect and the parties thereto are in
compliance with the terms thereof with no known conflicts with the valid rights
of others.  No event has occurred which permits or after notice or lapse of time
or both would permit the revocation, suspension, termination, breach, default,
adverse modification or non-renewal of any PCTV-KC Channel Lease by the lessor.
There are no material defaults by the lessors under the PCTV-KC Channel Leases.

          (iv) PCTV KC and the holders of the PCTV KC FCC Licenses have duly
filed in a timely manner all FCC filings and other filings relating to the PCTV
KC FCC Licenses or the operation of the KC Assets which are required to be filed
under the Communications Act and under any federal, state and local laws and
authorities.

          (v) PCTV KC represents and warrants to CS Wireless that it has no
applications pending with the FCC for wireless cable frequencies relating to the
Kansas City, Missouri market.

                                       6
<PAGE>

         (vi) Except as set forth on Schedule 6(b)(vi), neither PCTV KC, any
                                     -----------------
affiliate of PCTV KC, nor any lessor under any PCTV KC Channel Lease has agreed
to accept any interference from any third party or to take any action to protect
any third party's reception from interference that would diminish the protected
service area of the PCTV KC FCC Licenses, as provided under FCC rules and
regulations.

     (c) No Conflicts.  Neither the execution and delivery of this Agreement nor
         ------------
the consummation of the transactions contemplated hereby will: (i) conflict with
or violate any provision of PCTV KC's articles of incorporation or bylaws, or of
any law, ordinance or regulation or any decree or order to any court or
administrative or other governmental body which is either applicable to, binding
upon or enforceable against PCTV KC; (ii) result in any breach of or default
under any mortgage, contract, agreement, indenture, will, trust or other
instrument which is either binding upon or enforceable against PCTV KC or the KC
Assets; (iii) violate any legally protected right of any individual or entity or
give to any individual or entity (including in each case without limitation any
shareholder of PCTV KC) a right or claim against CS Wireless or the KC Assets;
or (iv) impair or in any way limit any governmental or official license,
approval, permit or authorization of PCTV KC.

     (d) Litigation.  Except as set forth on Schedule 6(d), there is no action,
         ----------                          -------------
suit, arbitration, proceeding or investigation pending or, to the knowledge of
PCTV or any of its subsidiaries, threatened by or before any governmental
authority against PCTV KC that (a) relates to its ownership of the PCTV KC Owned
Channels and the KC E/F Channels or (b) may reasonably be expected to restrain,
enjoy or otherwise prevent consummation by PCTV KC of the transactions
contemplated by this Agreement, including, without limitation, the sale of the
KC Assets to CS Wireless pursuant hereto or permit the consummation of such sale
only subject to any material condition or restriction applicable to CS Wireless.
There are no judgments, orders, injunctions, decrees, stipulations or awards
entered or rendered by any governmental authority against PCTV KC or any of its
properties or businesses that may reasonably be expected to restrain, enjoy or
otherwise prevent the sale of the KC Assets to CS Wireless pursuant to this
Agreement or permit the consummation of such sale only subject to any material
condition or restriction applicable to CS Wireless.

     (e) Taxes.  There is not, and there will not be, any liability for federal,
         -----
state or local income, sales, use, excise or other taxes, additions to tax,
penalties or interest arising out of, or attributable to, or affecting the KC
Assets through the close of business on the Closing Date for which CS Wireless
will have any liability for payment or otherwise, or attributable to the conduct
of the operations of PCTV KC at any time with regard to the KC Assets for which
CS Wireless will have any liability for payment or otherwise.  There does not
exist, and will not exist by virtue of the transactions contemplated by this
Agreement and the other agreements, documents and instruments executed pursuant
thereto, any liability for taxes which may be

                                       7
<PAGE>

asserted by any federal, state or local taxing authority against the KC Assets,
and no lien or other encumbrance for taxes which accrued as of or prior to the
Closing Date has or will attach to the KC Assets.

     (f) Liabilities.  Except as shown on Schedule 6(f), there are no
         -----------                      -------------
liabilities or obligations of any kind (including without limitation inter-
company obligations) that are secured by or otherwise relate in any way to the
KC Assets.

     (g) No Competition.  As of the Closing Date, neither PCTV nor any Affiliate
         --------------
(as defined in Section 12) of PCTV either directly or indirectly, as a
consultant, agent, principal, owner, sponsor, partner, shareholder, or in any
representative capacity, will be engaging or participating in any video
programming delivery business, or will own or have any interest in any ITFS, MDS
or MMDS frequencies, within 100 miles of the municipal boundaries of Kansas
City, Missouri.

     7.  Representations and Warranties of CS Wireless.  CS Wireless represents
         ---------------------------------------------
and warrants to PCTV KC that the following are true and correct:

     (a) Organization, Power and Authority of CS Wireless.  CS Wireless is a
         ------------------------------------------------
corporation duly organized and legally existing in good standing under the laws
of its state of incorporation and has full corporate power and authority (i) to
own or lease its properties and to carry on its business as it is now being
conducted, (ii) to enter into this Agreement and to sell, convey, assign,
transfer and deliver the Salt Lake Assets to PCTV KC as provided herein, and
(iii) to carry out the other transactions and agreements contemplated hereby.

     (b) Licenses and Permits of CS Wireless
         -----------------------------------

         (i) Schedule 7(b)(i) currently sets forth all of the FCC licenses,
             ----------------
permits, applications, and authorizations (collectively, the "CS Wireless FCC
Licenses") either owned by CS Wireless, or an affiliate thereof, or relating to
the channel leases (the "CS Wireless Channel Leases") that are being transferred
and assigned pursuant to this Agreement, and such Schedule 7(b)(i) correctly
                                                  ----------------
sets forth the identity of the holder of such FCC Licenses and the termination
date, if any, of such CS Wireless FCC Licenses.  Except as set forth on Schedule
                                                                        --------
7(b)(i), each CS Wireless FCC License was duly and validly issued and assigned
-------
to the holder thereof by the FCC pursuant to procedures which comply with all
requirements of applicable law and there has been no occurrence of any event or
the existence of any circumstances which may lead to the forfeiture, revocation,
suspension, impairment, adverse modification or non-renewal of any CS Wireless
FCC License.  Each CS Wireless FCC License is in full force and effect and the
holders of the CS Wireless FCC Licenses and CS Wireless are in substantial and
material compliance therewith and there is no known conflict with the valid
rights of others which could have a

                                       8
<PAGE>

material adverse effect on the value and use of the CS Wireless FCC Licenses.
Except as set forth on Schedule 7(b)(i), no event has occurred which permits, or
                       ----------------
after notice or lapse of time or both would permit, the forfeiture, revocation,
impairment, adverse modification or non-renewal of any CS Wireless FCC License,
or the imposition of a monetary fine. Upon the closing of the transactions
contemplated by this Agreement, PCTV KC will have the right to use all of the CS
Wireless FCC Licenses in the ordinary course of business for the operation of a
wireless cable television system pursuant to the terms of the various CS
Wireless Channel Leases.

          (ii) Each of the holders of the CS Wireless FCC Licenses have duly
filed in a timely manner all filings and reports required to be filed by the
holders of the CS Wireless FCC Licenses under the Communications Act and are in
all material respects in substantial compliance with the Communications Act,
including, without limitation, the rules and regulations of the FCC relating to
licenses and the operation of a wireless cable television system, and each
filing and report filed with respect to the CS Wireless FCC Licenses is true,
correct and complete in all respects and, excluding assignments to CS Wireless,
there have been no changes in the ownership of the CS Wireless FCC Licenses
since the filing of the most recent ownership report.

          (iii)  Schedule 7(b)(iii) correctly sets forth all of the CS Wireless
                 ------------------
Channel Leases pursuant to which CS Wireless may use the CS Wireless FCC
Licenses and which CS Wireless Channel Leases will be assigned to PCTV KC
pursuant to the terms of this Agreement. Each of the CS Wireless Channel Leases
was duly and validly entered into by the parties thereto pursuant to procedures
which comply with all requirements of applicable law and no event has occurred
or circumstance exists which may lead to the revocation, suspension,
termination, breach, default, adverse modification or non-renewal of any CS
Wireless Channel Lease or material provision thereof.  CS Wireless has the sole
right to use the CS Wireless FCC License under each CS Wireless Channel Lease in
the ordinary course of business for the operation of a wireless cable television
system (except with respect to the rights of the ITFS license holder) and PCTV
KC, upon the closing of the transactions contemplated by this Agreement, will
have the sole right to use the CS Wireless FCC License under each CS Wireless
Channel Lease in the ordinary course of business for the operation of a wireless
cable television system (except with respect to the rights of the ITFS license
holder).  Each CS Wireless Channel Lease is in full force and effect and the
parties thereto are in compliance with the terms thereof with no known conflicts
with the valid rights of others.  No event has occurred which permits or after
notice or lapse of time or both would permit the revocation, suspension,
termination, breach, default, adverse modification or non-renewal of any CS
Wireless Channel Lease by the lessor.  There are no material defaults by the
lessors under the CS Wireless Channel Leases.

          (iv) CS Wireless and the holders of the CS Wireless FCC Licenses have
duly filed in a timely manner all FCC filings and other filings relating to the
CS Wireless FCC

                                       9
<PAGE>

Licenses or the operation of the Salt Lake Assets which are required to be filed
under the Communications Act and under any federal, state and local laws and
authorities.

         (v) Schedule 7(b)(v) sets forth each new station application included
              ----------------
in the Salt Lake Assets pending before the FCC.  Except with respect to pending
new station applications that are deemed by the FCC to be mutually exclusive
with those applications listed on Schedule 7(b)(v), the applications are
                                  ----------------
complete, comply with the rules and regulations promulgated by the FCC, and
propose facilities requesting authorizations consistent with the requirement to
protect adjacent and co-channel stations from harmful interference, as defined
by the rules and regulations promulgated by the FCC, or, alternatively, where
harmful interference exists with adjacent and co-channel stations, no objection
letters have been obtained from adjacent and co-channels licensees.

         (vi) Except as set forth on Schedule 7(b)(vi), neither CS Wireless,
                                      -----------------
any affiliate of CS Wireless, nor any lessor under any CS Wireless Channel Lease
has agreed to accept any interference from any third party or to take any action
to protect any third party's reception from interference that would diminish the
protected service area of the CS Wireless FCC Licenses, as provided under FCC
rules and regulations.

     (c) No Conflicts.  Neither the execution and delivery of this Agreement nor
         ------------
the consummation of the transactions contemplated hereby will: (i) conflict with
or violate any provision of CS Wireless's articles of incorporation or bylaws,
or of any law, ordinance or regulation or any decree or order to any court or
administrative or other governmental body which is either applicable to, binding
upon or enforceable against CS Wireless; (ii) result in any breach of or default
under any mortgage, contract, agreement, indenture, will, trust or other
instrument which is either binding upon or enforceable against CS Wireless or
the Salt Lake Assets; (iii) violate any legally protected right of any
individual or entity or give to any individual or entity (including in each case
without limitation any shareholder of CS Wireless) a right or claim against PCTV
KC or the Salt Lake Assets; or (iv) impair or in any way limit any governmental
or official license, approval, permit or authorization of CS Wireless.

     (d) Litigation.  Except as set forth on Schedule 7(d), there is no action,
         ----------                          -------------
suit, arbitration, proceeding or investigation pending or, to the knowledge of
CS Wireless, threatened by or before any governmental authority against CS
Wireless that (a) relates to its ownership of the CS Wireless Owned Channels and
the Salt Lake E/F Channels or (b) may reasonably be expected to restrain, enjoy
or otherwise prevent consummation by CS Wireless of the transactions
contemplated by this Agreement, including, without limitation, the sale of the
Salt Lake Assets to PCTV KC pursuant hereto or permit the consummation of such
sale only subject to any material condition or restriction applicable to PCTV
KC.  There are no judgments, orders, injunctions, decrees, stipulations or
awards entered or rendered by any governmental authority

                                       10
<PAGE>

against CS Wireless or any of its properties or businesses that may reasonably
be expected to restrain, enjoy or otherwise prevent the sale of the Salt Lake
Assets to PCTV KC pursuant to this Agreement or permit the consummation of such
sale only subject to any material condition or restriction applicable to PCTV
KC.

     (e) Taxes.  There is not, and there will not be, any liability for federal,
         -----
state or local income, sales, use, excise or other taxes, additions to tax,
penalties or interest arising out of, or attributable to, or affecting the Salt
Lake Assets through the close of business on the Closing Date for which PCTV KC
will have any liability for payment or otherwise, or attributable to the conduct
of the operations of CS Wireless at any time with regard to the Sale Lake Assets
for which PCTV KC will have any liability for payment or otherwise.  There does
not exist, and will not exist by virtue of the transactions contemplated by this
Agreement and the other agreements, documents and instruments executed pursuant
thereto, any liability for taxes which may be asserted by any federal, state or
local taxing authority against the Salt Lake Assets, and no lien or other
encumbrance for taxes which accrued as of or prior to the Closing Date has or
will attach to the Salt Lake Assets.

     (f) Liabilities.  Except as shown on Schedule 7(f), there are no
         -----------                      -------------
liabilities or obligations of any kind (including without limitation inter-
company obligations) that are secured by or otherwise relate in any way to the
Salt Lake Assets.

     (g) No Competition.  As of the Closing Date, neither CS Wireless nor any
         --------------
Affiliate (as defined in Section 12) of CS Wireless either directly or
indirectly, as a consultant, agent, principal, owner, sponsor, partner,
shareholder, or in any representative capacity, will be engaging or
participating in any video programming delivery business, or will own or have
any interest in any ITFS, MDS or MMDS frequencies, within 100 miles of the
municipal boundaries of Salt Lake City and Provo, Utah; provided that the
foregoing shall not be applicable to the rights of Cablemaxx, Inc. (an indirect,
wholly-owned subsidiary of Heartland Wireless Communications, Inc.
("Heartland")) as the sublessor to PCTV of certain ITFS channels in Provo, Utah.

     8.  Covenants of PCTV KC. PCTV KC hereby covenants with CS Wireless as
         --------------------
follows:

         (a) Between the date hereof and the Closing Date, PCTV KC shall give
     CS Wireless, and its agents and representatives, reasonable access, during
     normal business hours, to the KC Assets and all of PCTV KC's employees,
     books, accounts, records and documents relating to the KC Assets.

         (b) Between the date hereof and the Closing Date, PCTV KC shall give

                                       11
<PAGE>

     prompt written notice to CS Wireless, but in no event later than two (2)
     days after discovery, of any material change to the disclosure contained in
     the Exhibits hereto.

          (c) Between the date hereof and the Closing Date, PCTV KC shall
     maintain the KC Assets in the ordinary course consistent with past
     practices and in a manner such that the representations and warranties
     contained in Section 6 hereof shall be true and correct on the Closing
     Date.  Other than to satisfy prior commitments pursuant to the KC Channel
     Leases or tower site leases and trade liabilities arising in the ordinary
     course of business, PCTV KC shall not make any expenditure or commitment to
     make an expenditure with respect to the KC Assets in excess of $5,000
     without the prior written consent of CS Wireless, which consent shall not
     be unreasonably withheld, conditioned or delayed.

          (d) Between the date hereof and the Closing Date, PCTV KC shall not
     solicit or request from third persons any offers to purchase or acquire
     through any means the KC Assets, or any substantial part thereof, or
     participate in any discussions or negotiations related to any offers
     received from third persons or any plan of reorganization relating to the
     KC Assets, or any substantial part thereof.

          (e) PCTV KC shall cooperate with CS Wireless and take all actions
     necessary to promptly obtain all consents, approvals, amendments and
     agreements required of them in order to duly and validly carry out the
     transactions contemplated by this Agreement and to satisfy the conditions
     precedent herein including, without limitation, from the FCC and under the
     H-S-R Act, if required.

          (f) Between the date hereof and the third anniversary of the Closing
     Date, upon any request of CS Wireless during such period PCTV KC shall
     promptly and fully cooperate with CS Wireless, and shall cause PCTV KC's
     independent public accountants to so cooperate with CS Wireless at CS
     Wireless' expense, in connection with the preparation of financial
     statements and related schedules and reports required in the judgment of CS
     Wireless to be prepared by CS Wireless, including but not limited to CS
     Wireless' audited annual financial statements, unaudited quarterly
     financial statements and other financial and statistical information
     required to be filed by CS Wireless with the Securities and Exchange
     Commission.

          (g) From the date hereof forward, upon any request of CS Wireless,
     PCTV KC shall cooperate with and take such actions necessary for CS
     Wireless to obtain all consents to the assignment of, and all rights and
     benefits under, any KC Channel Lease or tower site lease, including,
     without limitation, cooperating in the preparation and filing with the FCC
     of an application for consent to the assignment or transfer of the PCTV KC

                                       12
<PAGE>

     Owned Channels and KC E/F Channels (if applicable) for which PCTV KC is the
     licensee or permittee, from PCTV KC to CS Wireless, taking all other
     actions necessary and appropriate to facilitate the earliest possible
     approval of such assignment or transfer by the FCC and allowing CS Wireless
     to communicate directly with the other parties to the KC Channel Leases and
     tower site lease to obtain such consents.  During such period PCTV KC shall
     not take and shall refrain from taking any action that could reasonably be
     expected to adversely affect any such rights or benefits.

          (h) PCTV KC shall cooperate with CS Wireless and use its best efforts
     to resolve any material interference issues concerning the KC Assets.

          (i) PCTV KC shall use its best lawful efforts to cause the conditions
     in Section 11 to be satisfied.

     9.  Covenants of CS Wireless. CS Wireless hereby covenants with PCTV KC as
         ------------------------
follows:

          (a) Between the date hereof and the Closing Date, CS Wireless shall
     give PCTV KC and its agents and representatives reasonable access, during
     normal business hours, to the Salt Lake Assets and all of CS Wireless
     employees, books, accounts, records and documents relating to the Salt Lake
     Assets.

          (b) Between the date hereof and the Closing Date, CS Wireless shall
     give prompt written notice to PCTV, but in no event later than two (2) days
     after discovery, of any material change to the disclosure contained in the
     Exhibits hereto.

          (c) Between the date hereof and the Closing Date, CS Wireless shall
     maintain the Salt Lake Assets in the ordinary course consistent with past
     practices and in a manner such that the representations and warranties
     contained in Section 7 hereof shall be true and correct on the Closing
     Date.  Other than to satisfy prior commitments pursuant to the Salt Lake
     Channel Leases or tower site leases and trade liabilities arising in the
     ordinary course of business, CS Wireless shall not make any expenditure or
     commitment to make an expenditure with respect to the Salt Lake Assets in
     excess of $5,000 without the prior written consent of PCTV KC, which
     consent shall not be unreasonably withheld, conditioned or delayed.

          (d) Between the date hereof and the Closing Date, CS Wireless shall
     not solicit or request from third persons any offers to purchase or acquire
     through any means any portion of the Salt Lake Assets, or any substantial
     part thereof, or participate in any discussions or negotiations related to
     any offers received from third persons or any plan

                                       13
<PAGE>

     of reorganization relating to the Salt Lake Assets, or any substantial part
     thereof.

          (e) CS Wireless shall cooperate with PCTV KC and take all actions
     necessary to promptly obtain all consents, approvals, amendments and
     agreements required of it in order to duly and validly carry out the
     transactions contemplated by this Agreement and to satisfy the conditions
     precedent herein including, without limitation, from the FCC and under the
     Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("H-S-R Act").

          (f) Between the date hereof and the third anniversary of the Closing
     Date, upon any request of PCTV KC during such period CS Wireless shall
     promptly and fully cooperate with PCTV KC, and shall cause its independent
     public accountants to so cooperate with PCTV KC at PCTV KC's expense, in
     connection with the preparation of financial statements and related
     schedules and reports required in the judgment of PCTV KC to be prepared by
     PCTV KC, including but not limited to audited annual financial statements,
     unaudited quarterly financial statements and other financial and
     statistical information required to be filed by PCTV KC with the Securities
     and Exchange Commission.

          (g) From the date hereof forward, upon any request of PCTV KC, CS
     Wireless shall cooperate with and take such actions necessary for PCTV KC
     to obtain all consents to the assignment of, and all rights and benefits
     under, any Salt Lake Channel Lease or tower site leases, including, without
     limitation, cooperating in the preparation and filing with the FCC of an
     application for consent to the assignment or transfer of the CS Owned
     Channels and Salt Lake E/F Channels (if applicable) for which CS Wireless
     is the licensee or permittee, from CS Wireless to PCTV KC, taking all other
     actions necessary and appropriate to facilitate the earliest possible
     approval of such assignment or transfer by the FCC and allowing PCTV KC to
     communicate directly with the other parties to the Salt Lake Channel Leases
     and the tower site leases to obtain such consents.  During such period CS
     Wireless shall not take and shall refrain from taking any action (including
     any action that would result in the discontinuance of CS Wireless'
     corporate existence) that could reasonably be expected to adversely affect
     any such rights or benefits. CS Wireless will not make any changes,
     modifications or supplements to the modification applications without the
     prior written consent of PCTV KC, which consent shall not be unreasonably
     withheld.

          (h) CS Wireless shall cooperate with PCTV KC and use its best efforts
     to resolve any material interference issues concerning the Salt Lake
     Assets.

          (i) CS Wireless shall use its best lawful efforts to cause the
     conditions in Section 10 to be satisfied.

                                       14
<PAGE>

          10.  Conditions Precedent to the Obligations of PCTV KC.  All
               --------------------------------------------------
     obligations of PCTV KC under this Agreement are subject to the performance,
     at or prior to Closing, of the following conditions, unless expressly
     waived in writing by PCTV KC at or prior to Closing:

          (a) representations and warranties made by CS Wireless contained in
     Section 7 shall be true and accurate as of the date hereof and as of the
     date of Closing in all material respects, CS Wireless shall have complied
     with, and satisfied, in all material respects, all the covenants,
     agreements and obligations of CS Wireless contained herein, and CS Wireless
     shall have delivered to PCTV KC a certificate attesting to the foregoing
     signed by the Chairman or President or Chief Operating Officer of CS
     Wireless;

          (b)  [reserved];

          (c) the receipt of necessary consents or approvals of governmental
     entities, lenders, lessors, or other third parties relating to the transfer
     of the Salt Lake Assets to PCTV KC, including, but not limited to, consents
     related to the transfer to PCTV KC of CS Wireless' rights and obligations
     under the CS Owned Channels, Salt Lake City E/F Channels, CS Wireless
     Channel Leases, and the tower site leases to be transferred;

          (d) the receipt of estoppel certificates substantially in the form of
     Exhibit B from the lessors under each of the CS Wireless Channel Leases;
     ---------

          (e) the absence of pending or threatened litigation involving the
     transactions contemplated by this Agreement or any injunction or other
     court order is in place directing that the transactions contemplated by
     this Agreement not be consummated;

          (f) delivery of necessary agreements, certificates and other documents
     necessary to effect the transfer of CS Wireless' rights and obligations
     with respect to the Salt Lake Assets to PCTV KC;

          (g) the Salt Lake City Lease/Option Agreement shall have been executed
     and delivered;

          (h) if required pursuant to Section 1, the Salt Lake City E/F Channel
     Lease and the related Option Agreement shall have been executed and
     delivered;

          (i) PCTV KC shall have received confirmation from its tax advisors
     that the Asset Exchange shall not be a taxable event under the Internal
     Revenue Code and

                                       15
<PAGE>

     relevant regulations and rulings;

          (j) PCTV KC shall have completed its due diligence review of the Salt
     Lake Assets, shall have received full cooperation of CS Wireless in the
     conduct of such due diligence, and shall be satisfied in its reasonable
     opinion that such due diligence review has not presented any material
     issues with respect to the Salt Lake Assets;

          (k) PCTV KC shall have received an opinion of CS Wireless' counsel, in
     form and substance reasonably acceptable to PCTV KC's counsel; and

          (l) PCTV or its designee shall have entered into (i) a sublease
     agreement with Heartland Wireless Communications, Inc. ("Heartland") for
     the wireless cable television frequencies owned or leased by Heartland or
     any of its Affiliates (as defined in Section 12(a)) with respect to the
     Provo, Utah market (the "Provo Market") and (ii) a lease option agreement
     for the Provo, Utah BTA authorization, both on terms satisfactory to PCTV.

     11.  Conditions Precedent to the Obligations of CS Wireless.  All
          ------------------------------------------------------
obligations of CS Wireless under this Agreement are subject to the performance,
at or prior to Closing, of the following conditions, unless expressly waived in
writing by CS Wireless at or prior to Closing:

          (a) representations and warranties of PCTV KC contained in Section 6
     shall be true and accurate as of the date hereof and as of the date of
     Closing in all material respects, PCTV KC shall have complied with, and
     satisfied, in all material respects, all the covenants, agreements and
     obligations of PCTV KC contained herein, and PCTV KC shall have delivered
     to CS Wireless a certificate attesting to the foregoing signed by the
     Chairman or President or Chief Operating Officer of PCTV KC;

          (b)  [reserved];

          (c) the receipt of necessary consents or approvals of governmental
     entities, lenders, lessors, or other third parties relating to the transfer
     of the KC Assets to CS Wireless, including, but not limited to, consents
     related to the transfer to CS Wireless of PCTV KC's rights and obligations
     under the PCTV KC Owned Channels, KC E/F Channels, PCTV KC Channel Leases,
     and the tower site leases to be transferred;

          (d) the receipt of estoppel certificates substantially in the form of
     Exhibit B from the lessors under each of the PCTV KC Channel Leases.
     ---------

          (e) the absence of pending or threatened litigation involving the
     transactions contemplated by this Agreement or any injunction or other
     court order directing that the

                                       16
<PAGE>

     transactions contemplated by this Agreement not be consummated;

          (f) delivery of necessary agreements, certificates and other documents
     necessary to effect the transfer of PCTV KC's rights and obligations with
     respect to the KC Assets to CS Wireless;

          (g) the KC Lease/Option Agreement shall have been executed;

          (h) if required pursuant to Section 1, the KC/EF Channel Lease and the
     related Option Agreement shall have been executed and delivered;

          (i) CS Wireless shall have received confirmation from its tax advisors
     that the Asset Exchange shall not be a taxable event under the Internal
     Revenue Code and relevant regulations and rulings.

          (j) CW Wireless shall have completed its due diligence review of the
     KC Assets, shall have received full cooperation of PCTV KC in the conduct
     of such due diligence, and shall be satisfied in its reasonable opinion
     that such due diligence review  has not presented any material issues with
     respect to the KC Assets; and

          (k) CS Wireless shall have received an opinion of PCTV KC's and PCTV's
     counsel, in form and substance reasonably acceptable to CS Wireless'
     counsel.

     12.  Non-Competition.  In order to fully effectuate the purposes of this
          ---------------
Agreement, the parties agree as follows:

     (a) If, within three (3) years from the Closing Date (the "Non-Competition
Period"), CS Wireless or its Affiliates (as hereinafter defined), own or lease
MMDS, MDS or ITFS channels with transmission facilities within a one hundred
(100) mile radius from the transmission facilities of the Salt Lake City and
Provo Markets (in this paragraph (a), "Non-Compete Stations"), and if, pursuant
to the rules, regulations or policies of the FCC, PCTV, PCTV KC or their
Affiliates are required to obtain one or more No Objection Letters (as
hereinafter defined) from CS Wireless or its Affiliates in connection with
constructing and/or operating the Salt Lake Market or the Provo Market, as the
case may be, CS Wireless or its Affiliates shall promptly provide, and shall do
all things necessary and appropriate (other than paying consideration that is
otherwise not due) to prevail upon its channel capacity lessors to promptly
provide, such No Objection Letters upon receipt of a written request from PCTV,
PCTV KC or their Affiliates.  For purposes of this Section 12, the term "No
Objection Letter" shall mean a letter signed by the licensee of MDS, MMDS or
ITFS channels that reflects the licensee's consent, without conditions or
qualifications, to the grant of a pending FCC

                                       17
<PAGE>

application for a new facility or to make modifications to an existing facility,
notwithstanding the potential for interference with the licensee's signal
pursuant to the technical rules and regulations of the FCC. For purposes of this
Section 12 and Sections 6(g), 7(g) and 15(l), an "Affiliate" of a Person (as
hereinafter defined) means any other Person, directly or indirectly,
controlling, controlled by or under common control with such Person. "Person"
shall mean any natural person or corporation, partnership, trust or other
organization or entity. In the case of CS Wireless, "Affiliate" shall
specifically include, without limitation, CAI Wireless Systems, Inc. and its
Affiliates and Heartland and its Affiliates.

     (b) During the Non-Competition Period, neither CS Wireless nor any
Affiliate shall, directly or indirectly, as a consultant, agent, principal,
owner, sponsor, partner, shareholder, or in any representative capacity, own or
acquire any rights in (including, but not limited to, any lease arrangement) any
ITFS, MDS or MMDS channels with transmission facilities within a fifty (50)-mile
radius from the transmission facilities of the Salt Lake City Market and the
Provo, Utah Market, provided that the foregoing shall not be applicable to the
rights of Cablemaxx, Inc. (an indirect, wholly-owned subsidiary of Heartland),
or Heartland or its other Affiliates, as the sublessor to PCTV of certain ITFS
channels in Provo, Utah.

     (c) If, within the Non-Competition Period, PCTV, PCTV KC or its Affiliates
own or lease MMDS, MDS or ITFS channels with transmission facilities within a
one hundred (100)- mile radius from the transmission facilities of the Kansas
City Market (in this paragraph (b), "Non-Compete Stations"), and if, pursuant to
the rules, regulations or policies of the FCC, CS Wireless or its Affiliates are
required to obtain one or more No Objection Letters from PCTV, PCTV KC or their
Affiliates in connection with constructing and/or operating the Kansas City
Market, PCTV, PCTV KC or their Affiliates shall promptly provide, and shall do
all things necessary and appropriate (other than paying consideration that is
otherwise not due) to prevail upon its channel capacity lessors to promptly
provide, such No Objection Letters upon receipt of a written request from CS
Wireless or its Affiliates.

     (d) During the Non-Competition Period, none of PCTV, PCTV KC, or any
Affiliate shall, directly or indirectly, as a consultant, agent, principal,
owner, sponsor, partner, shareholder, or in any representative capacity, own or
acquire any rights in,  (including, but not limited to, any lease arrangement)
any ITFS, MDS or MMDS channels with transmission facilities within a fifty (50)-
mile radius from the transmission facilities of the Kansas City Market.

     13.  Indemnification
          ---------------

     (a) CS Wireless agrees that it will defend, indemnify and hold PCTV KC and
its affiliates harmless in respect of the aggregate of all indemnifiable damages
of PCTV KC.  For

                                       18
<PAGE>

this purpose, "indemnifiable damages" of PCTV KC means the aggregate of all
expenses, losses, costs, deficiencies, liabilities and damages (including
related counsel fees and expenses) incurred or suffered by PCTV KC as a result
of or in connection with any: (i) inaccurate representation or warranty made by
CS Wireless in or pursuant to this Agreement, (ii) default in the performance of
any of the covenants or agreements made by CS Wireless in this Agreement; or
(iii) failure of CS Wireless to pay, discharge or perform any of the Salt Lake
Excluded Liabilities.

     (b) PCTV KC and PCTV jointly and severally agree to defend, indemnify and
hold CS Wireless harmless in respect of the aggregate of all indemnifiable
damages of CS Wireless.  For this purpose, "indemnifiable damages" of CS
Wireless means the aggregate of all expenses, losses, costs, deficiencies,
liabilities and damages (including related counsel fees and expenses) incurred
or suffered by such parties as a result of or in connection with any: (i)
inaccurate representation or warranty made by PCTV KC in or pursuant to this
Agreement; (ii) default in the performance of any of the covenants or agreements
made by PCTV KC in this Agreement; or (iii) failure of PCTV KC to pay, discharge
or perform any of the KC Excluded Liabilities.

     14. Termination
         -----------

     (a) This Agreement may be terminated at any time prior to the Closing Date,
by the mutual consent of CS Wireless and PCTV KC.

     (b) This Agreement may be terminated by the giving of written notice by
either CS Wireless or PCTV KC at any time prior to the Closing Date, if (a) a
court or other governmental authority of competent jurisdiction shall have
issued an order or decree or taken other action permanently restraining the
consummation of the transactions contemplated by this Agreement and such order,
decree or other action shall have become final and nonappealable, (b) any
statute, rule or regulation shall have been enacted or promulgated by any
government or governmental agency which makes consummation of the transaction
illegal, (c) other than due to the terminating party's breach of this Agreement,
the Closing shall not have occurred on or before December 31, 1996, or (d) at
any time, if the other party has breached in any material respect its
obligations, covenants, agreements or the representations and warranties in this
Agreement and has failed to cure such breach within ten (10) business days of
the receipt of notice that a breach has occurred.

     15. Further Assurances; Survival.  Prior to, at and after the Closing, the
         ----------------------------
parties hereto will, without further consideration, execute and deliver such
further documents and take such other actions as may be necessary or desirable
to consummate and perfect the transactions contemplated hereby.  After the
Closing, CS Wireless agrees to make its records (or copies thereof) reasonably
available to PCTV KC as PCTV KC may reasonably require for tax, accounting or
other business purposes and PCTV KC agrees to make its records (or copies

                                       19
<PAGE>

thereof) reasonably available to CS Wireless as CS Wireless may reasonably
require for tax, accounting or other business purposes.  Unless otherwise
expressly provided herein, the representations, warranties, covenants and other
agreements herein made by the parties shall survive the Closing for twelve (12)
months.

     16.  Notices.  Any notice, consent, waiver, or other communication that is
          -------
required or permitted hereunder shall be sufficient if it is in writing, signed
by or on behalf of the party giving such notice, consent, waiver or other
communication, and delivered by both facsimile and either personally or by
Federal Express or similar overnight courier, postage prepaid, to the addresses
set forth below, or to such other addressee or address as shall be set forth in
a notice given in the same manner:

          If to CS Wireless:
          ------------------
          CS Wireless Systems, Inc.
          200 Chisholm Place
          Suite 200
          Plano, TX 75075
          Attention: Tom Dixon
          Facsimile:  214-423-0819

          If to PCTV KC or PCTV:
          ----------------------
          c/o People's Choice TV Corp.
          2 Corporate Drive, Suite 249
          Shelton, Connecticut  06484
          Attention: Donald E. Olander
          Facsimile:  203-929-1454

Any such notice shall be deemed to have been given upon delivery if delivered
personally, or three (3) days after it has been provided to Federal Express or a
similar overnight courier for delivery thereby.

     17.  Governing Law.  This Agreement shall be governed by, and construed in
          -------------
accordance with, the laws of the State of Connecticut, without regard to
conflicts of laws rules.

     18.  Binding Effect; Assignment.  This Agreement shall be binding upon and
          --------------------------
inure to the benefit of the parties hereto and their respective successors,
assigns, heirs and personal representatives.  No party, without the consent of
all other parties, may assign its rights or obligations under or related to this
Agreement whether voluntarily, involuntarily, by operation of law, transfer of
the capital stock or assets or otherwise.  Nothing herein, expressed or implied,
is intended or shall be construed to confer upon or give any person, other than
CS Wireless, PCTV

                                       20
<PAGE>

KC and their respective heirs, legal representatives or successors and assigns
any rights or remedies under or by reason of this Agreement.

     19.  Scope of Agreement.  This Agreement and the other documents and
          ------------------
instruments referred to herein embody the entire agreement and understanding of
the parties hereto in connection with the matters covered herein.

     20.  Amendment.  No alteration, modification or change in this Agreement
          ---------
shall be valid unless executed in writing by all of the parties hereto.

     21.  Counterparts.  This Agreement may be executed in two (2) or more
          ------------
counterparts, but all of which together shall constitute one and the same
instrument.

     22.  Section Headings.  The Section headings herein have been inserted for
          ----------------
convenience of reference only and shall in no way modify or restrict any of the
terms and provisions hereof.

     23.  Expenses; Brokers.  Except as otherwise specifically provided in this
          -----------------
Agreement, each party will each be responsible for and pay its own respective
costs and expenses, including but not limited to legal counsel, accountants and
other advisors, arising out of or in connection with pursuing or consummating
the transaction contemplated hereby.  The parties represent to each other that
neither party has engaged any broker in connection with the transactions
proposed herein.

     24.  Preparation of Documents.  This Agreement is the joint work product of
          ------------------------
the parties hereto and, in the event of any ambiguity herein, no inference shall
be drawn against a party by reason of document preparation.

     25.  Knowledge.  For purposes of this Agreement, when the phrase "to the
          ---------
best of [party's] knowledge" or any similar phrase implying a limitation of a
representation on the basis of knowledge is used, it shall means facts actually
known by any officer, director or controlling person of such party, or knowledge
of facts that would reasonably indicate that further investigation is warranted
to established that the representation is materially accurate.

                                       21
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.

                                    PEOPLE'S CHOICE TV OF
                                    KANSAS CITY, INC.



                                    By:
                                        ----------------------
                                        Name:
                                        Title:


                                    PEOPLE'S CHOICE TV CORP.



                                    By:
                                        ----------------------
                                        Name:
                                        Title:


                                    CS WIRELESS SYSTEMS, INC.



                                    By:
                                        ----------------------
                                       Name:
                                       Title:

                                       22
<PAGE>

     Each of CAI Wireless Systems, Inc. and Heartland Wireless Communications,
Inc. is executing this Agreement for the limited purpose of confirming its
agreement to be bound by the pertinent provisions of Sections 12(a) and (b)
hereof.

     Executed as of November 6, 1996.


                                    CAI WIRELESS SYSTEMS, INC.



                                    By:
                                       -----------------------
                                       Name:
                                       Title:


                                    HEARTLAND WIRELESS
                                     COMMUNICATIONS, INC.



                                    By:
                                       -----------------------
                                       Name:
                                       Title:

                                       23