EXHIBIT 10.7


                     FIRST AMENDMENT TO SUBSIDIARY GUARANTY
                            (Areawide Cellular, Inc.)

         This First Amendment to that certain Subsidiary Guaranty (this
"Amendment") effective as of the 20th day of October, 1998, executed by AREAWIDE
CELLULAR, INC. (f/k/a Community Redevelopment Corporation), a Florida
corporation (the "Guarantor") in favor of the FOOTHILL CAPITAL CORPORATION, a
California corporation (the "Agent"), as Agent for the Lenders (as defined
below),

                                   WITNESSETH:

         WHEREAS, Source One Wireless, Inc., an Illinois corporation, the
financial institutions listed on the signature pages thereto (the "Lenders"),
and the Agent are parties to that certain Loan and Security Agreement dated as
of September 8, 1997, as amended by that certain First Amendment to Loan and
Security Agreement dated January 30, 1998, as further amended by that certain
Second Amendment to Loan and Security Agreement dated March 18, 1998, as further
amended by that certain Third Amendment of even date herewith (as further
amended, restated supplemented or otherwise modified from time to time, the
"Source One Loan Agreement"); and

         WHEREAS, Guarantor executed that certain Subsidiary Guaranty (the
"Guaranty") dated as of March 18, 1998 in favor of the Agent to secure the
prompt and complete payment, observance and performance of all of the
Obligations under the Source One Loan Agreement; and

         WHEREAS, Source One Wireless I, L.L.C., a Delaware limited liability
company, the Lenders and the Agent are parties to that certain Loan and Security
Agreement of even date herewith (the "Areawide Loan Agreement"); and

         WHEREAS, Guarantor has requested and the Agent, on behalf of the
Lenders, has agreed to release this Guaranty upon payment in full of the
Obligations under the Areawide Loan Agreement;

         NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration paid by each party to the other, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

         1. Amendment to Section 22. Section 22 of the Guaranty is hereby
amended by deleting that Section in its entirety and replacing it with the
following:

                  "22. Notwithstanding anything herein to the contrary, the
         obligations of Guarantor hereunder with respect to the Obligations (as
         defined in the Source One Loan Agreement) shall not be due and payable
         prior to the later of the Maturity Date (as defined in the Areawide
         Loan Agreement) or the last day of any extension of the term of the
         Areawide Loan Agreement, if applicable,

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         as set forth is Section 3.4 of the Areawide Loan Agreement (the
         "Extended Maturity Date"). Upon payment in full in cash of all
         principal, interest, fees and expenses due under the Areawide Loan
         Agreement and the termination of the Commitments (as defined in the
         Areawide Loan Agreement) on or before the Maturity Date or the
         applicable Extended Maturity Date, if any, (other than in connection
         with an insolvency proceeding involving Guarantor) this Guaranty shall
         terminate and the Agent shall take all action reasonably requested by
         the Guarantor, at the expense of such Guarantor, to evidence the
         termination of this Guaranty; provided, however, that in any and all
         events the provisions of the last sentence of Section 10 of the
         Guaranty shall survive the termination of this Guaranty."

         2. No Other Amendment. Except for the amendment expressly set forth
above, the text of the Guaranty shall remain unchanged and in full force and
effect. The Guarantor acknowledges and expressly agrees that the Lenders reserve
the right to, and do in fact, require strict compliance with all terms and
provisions of the Guaranty.

         3. Loan Document. This Amendment shall be deemed to be a Loan Document
for all purposes. Any and all references to the Guaranty shall be deemed to
refer to the Guaranty as hereby amended.

         4. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same agreement. Delivery of an
executed counterpart of this Amendment by facsimile transmission shall be as
effective as delivery of a manually executed counterpart hereof.

         5. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings set forth in the Guaranty.



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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused it to be executed by their duly authorized officers, effective as of the
day and year first written above.


GUARANTOR:                             AREAWIDE CELLULAR, INC


                                       By: /s/ Dave Trop
                                           -------------------------------------
                                       Name: Dave Trop
                                             -----------------------------------
                                       Its: Pres / CEO
                                            ------------------------------------




Agreed and Accepted By:

FOOTHILL CAPITAL CORPORATION, as Agent
for the Lenders


By: /s/ Kurt R. Marsden
    -------------------
Its: Vice President
     --------------