EXHIBIT 10.2


                    AMENDMENT TO SALES AND SERVICE AGREEMENT

         This is an Amendment to that certain Authorized Sales and Service
Agreement ("Agreement") dated October 1, 1997, by and between Areawide Cellular,
Inc. ("AGENT") and Southwestern Bell Mobile Systems, Inc. d/b/a CELLULAR ONE -
Chicago ("CELLULAR ONE").

                                   WITNESSETH:

         WHEREAS, AGENT and CELLULAR ONE have entered into the Agreement and may
have amended or supplemented such Agreement on one or more occasions to revise
the compensation payable to AGENT; and

         WHEREAS, AGENT and CELLULAR ONE desire to amend and replace in its
entirety Paragraph 7(b) of the Agreement ("Compensation Schedule") and to amend
Exhibit A to the Agreement.

         NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, receipt and adequacy of which is hereby acknowledged,
AGENT and CELLULAR ONE agree as follows:

I.       TERM

         This Amendment is effective October 1, 1997, and continues in effect
until the expiration or other termination of the Agreement (the "Term"). The
Compensation and terms and conditions stated herein are subject to change at any
time during the Term upon thirty days advance written notice from Cellular One,
in the sole discretion of Cellular One. This Amendment (including any notices
provided for above) supersedes and replaces the Compensation Schedule and any
previous amendments to the Compensation Schedule and will be the sole and
exclusive statement of all compensation payable to AGENT under the Agreement.

II.      EXHIBIT A

         Exhibit A to the Agreement is hereby amended to add landline long
distance service ("LLD") provided by Southwestern Bell Communications Services -
Illinois, Inc., an affiliate of Southwestern Bell Mobile Systems, where
available in the Area, to the list of Authorized Services under the Agreement.

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III.     COMPENSATION

         A.       CELLULAR RADIO SERVICES

                  1.       COMMISSIONS

         CELLULAR ONE will pay AGENT CRS Commissions determined in accordance
with this Paragraph III(A) for each CRS subscriber accepted and activated by
CELLULAR ONE who remains an active CRS subscriber [CONFIDENTIAL TREATMENT
REQUESTED], provided that all requirements listed in Attachment A have been
satisfied, all the conditions in the Agreement are satisfied and a properly
completed and signed CRS subscriber service contract (the "Subscriber Contract")
is received by CELLULAR ONE within twenty (20) days after service activation.
[CONFIDENTIAL TREATMENT REQUESTED] The following is the CRS Commission Schedule:

         [CONFIDENTIAL TREATMENT REQUESTED]

*        Part II Commissions are only payable on (a) activations of new
equipment purchased by Agent from Cellular One and activated by a new Cellular
One Subscriber, and [CONFIDENTIAL TREATMENT REQUESTED]

         [CONFIDENTIAL TREATMENT REQUESTED]

**       All activations of new cellular lines, pagers, landline long distance
lines, and Debit Cards in a month are included for purposes of initially
determining the number of Total Activations Per Month. The Additional CRS
Compensation, however, is paid only on new cellular lines activated in that
month, subject to applicable chargebacks.

         For any CRS subscriber [CONFIDENTIAL TREATMENT REQUESTED] the Part I
CRS Commission and any applicable Additional Compensation paid with respect to
such subscriber will be charged back

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against subsequent Commission, Residual, or other payments due AGENT, or will be
invoiced to AGENT. In addition, the Part II (b) Commissions [CONFIDENTIAL
TREATMENT REQUESTED] will be charged back against subsequent Commission,
Residual, or other payments due Agent, or will be invoiced to Agent. If a CRS
subscriber does Vest (as defined above) but such subscriber does not remain
active at the commission tier originally paid (as herein defined) [CONFIDENTIAL
TREATMENT REQUESTED] then the difference between the Part I CRS Commission for
the original tier and the Part I CRS Commission for the tier active at the
[CONFIDENTIAL TREATMENT REQUESTED] requirement will be charged back against
subsequent Commission, Residual, or other payments due AGENT, or will be
invoiced to AGENT.

         [CONFIDENTIAL TREATMENT REQUESTED]

<PAGE>


If CELLULAR ONE announces a new retail rate plan which CELLULAR ONE intends to
include in these tiers for purposes of this Amendment, CELLULAR ONE will so
notify AGENT within a reasonable time after such announcement. If CELLULAR ONE
fails to so notify AGENT then, until notice otherwise, CRS Commissions for such
new retail rate plan will be at Tier 1.

         CELLULAR ONE may establish and modify procedures to administer and
reconcile the payment of Commissions from time to time [CONFIDENTIAL TREATMENT
REQUESTED]

         2.       [CONFIDENTIAL TREATMENT REQUESTED]

         Within forty-five (45) days after the end of each calendar month, or at
such other periodic interval as CELLULAR ONE may establish from time to time,
CELLULAR ONE will pay AGENT [CONFIDENTIAL TREATMENT REQUESTED] as detailed in
Paragraph III(A)(1) provided that all requirements listed in Attachment A have
been satisfied and all the conditions in the Agreement are satisfied. The
[CONFIDENTIAL TREATMENT REQUESTED] rates set forth herein apply only to new CRS
Subscriber activations from and after February 1, 1997 (unless modified pursuant
to Paragraph I above), and it is understood and agreed that CRS Subscribers
activated on the rate plans included in Tiers 1, 2, and 3 prior to February 1,
1997 will earn [CONFIDENTIAL TREATMENT REQUESTED] in accordance with the
contract or addendum that was in place between CELLULAR ONE and AGENT
immediately preceding the effective date of the Agreement. In addition, it is
understood and agreed that the [CONFIDENTIAL TREATMENT REQUESTED] for an
existing Subscriber who activated prior to February 1, 1997 and switches to a
different rate plan on or after February 1, 1997 is the Residual rate set forth
herein. [CONFIDENTIAL TREATMENT REQUESTED] are paid on the total recurring CRS
base charges and local airtime charges billed by CELLULAR ONE to AGENT
originated Subscribers, provided that:

         (1)      CELLULAR ONE reserves the right to establish and modify
                  procedures to govern the specific manner in which these
                  [CONFIDENTIAL TREATMENT REQUESTED] are administered, and to
                  modify the periodic intervals for payments by notice to AGENT;
                  and

         (2)      CELLULAR ONE - billed ancillary communication services:
                  cellular long distance and paging will receive [CONFIDENTIAL
                  TREATMENT REQUESTED]; and

         [CONFIDENTIAL TREATMENT REQUESTED]

         (4)      Residuals do not continue to accrue after expiration or
                  termination of the Agreement, or after a Subscriber has
                  completed an ESN replacement or upgrade through another point
                  of distribution.

         B.       LANDLINE LONG DISTANCE SERVICE (LLD)

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         1.       COMMISSIONS

         CELLULAR ONE will pay AGENT LLD Commissions determined in accordance
with this Paragraph III(B) for each LLD subscriber accepted and activated by
CELLULAR ONE who remains an active LLD subscriber for at least [CONFIDENTIAL
TREATMENT REQUESTED], provided that all requirements listed in Attachment A have
been satisfied, all the conditions in the Agreement are satisfied and a properly
completed and signed Letter of Agency (the "LOA") is received by CELLULAR ONE
prior to service activation. The amount of the LLD Commission per LLD subscriber
activation is determined by the LLD rate plan upon which the subscriber is
activated. The following is the LLD Commission Schedule:

         [CONFIDENTIAL TREATMENT REQUESTED]

*        All activations of new landline long distance lines are included for
purposes of initially determining the number of Total Activations Per Month. The
Additional LLD Compensation, however, is paid only on activations on LLD Plans
other than the Commercial Volume Plan in that month, subject to applicable
chargebacks.

         For any LLD subscriber that does not remain active for at least
[CONFIDENTIAL TREATMENT REQUESTED], i.e., fails to "Vest," the LLD Commission
and any applicable Additional Compensation paid with respect to such subscriber
will be charged back against subsequent Commission, Residual, or other payments
due AGENT, or will be invoiced to AGENT. Additional Compensation will be charged
back on all LLD activations on which it was paid in a month if, as a result of
Subscribers failing to vest, the total number of activations in a month drops
below the applicable tier.

         If CELLULAR ONE announces a new LLD rate plan on which it intends to
pay Commissions for purposes of this Amendment, CELLULAR ONE will so notify
AGENT within a reasonable time after such announcement. If CELLULAR ONE fails to
so notify AGENT then, until notice otherwise, LLD Commissions for such new rate
plan will be those paid for the flat rated [CONFIDENTIAL TREATMENT REQUESTED]
plan.

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         CELLULAR ONE may establish and modify procedures to administer and
reconcile the payment of Commissions from time to time and [CONFIDENTIAL
TREATMENT REQUESTED]

         2.       [CONFIDENTIAL TREATMENT REQUESTED]

         Within forty-five (45) days after the end of each calendar month, or at
such other periodic interval as CELLULAR ONE may establish from time to time,
CELLULAR ONE will pay AGENT a [CONFIDENTIAL TREATMENT REQUESTED] as detailed in
Paragraph III(B)(1), provided that all requirements listed in Attachment A have
been satisfied and all the conditions in the Agreement are satisfied. The
[CONFIDENTIAL TREATMENT REQUESTED] rates set forth herein apply only to new LLD
Subscriber activations from and after February 1, 1997, (unless modified
pursuant to Paragraph I above), and it is understood and agreed that LLD
Subscribers activated prior to February 1, 1997 will earn [CONFIDENTIAL
TREATMENT REQUESTED] in accordance with the contract or addendum that was in
place between CELLULAR ONE and AGENT immediately preceding the effective date of
the Agreement. In addition, it is understood and agreed that the [CONFIDENTIAL
TREATMENT REQUESTED] for an existing Subscriber who activated prior to February
1, 1997 and switches to a different rate plan on or after February 1, 1997 is
the Residual rate set forth herein. [CONFIDENTIAL TREATMENT REQUESTED] are paid
on the total recurring LLD base charges, if any, and per minute charges billed
by CELLULAR ONE to AGENT originated Subscribers, provided that:

         (1)      CELLULAR ONE reserves the right to establish and modify
                  procedures to govern the specific manner in which these
                  [CONFIDENTIAL TREATMENT REQUESTED] are administered, and to
                  modify the periodic intervals for payments by notice to AGENT;
                  and

         (2)      [CONFIDENTIAL TREATMENT REQUESTED]

         IV.      [CONFIDENTIAL TREATMENT REQUESTED]

         [CONFIDENTIAL TREATMENT REQUESTED]

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V.       GENERAL

         The term "Subscriber" or "Subscriber activation" refers to each
cellular or landline telephone number assigned to a person or company. CELLULAR
ONE reserves the right to withhold or apply [CONFIDENTIAL TREATMENT REQUESTED]
or other payments due AGENT against any past due amount owed to CELLULAR ONE by
AGENT [CONFIDENTIAL TREATMENT REQUESTED] will not continue to accrue, and AGENT
will not receive any [CONFIDENTIAL TREATMENT REQUESTED] after expiration or
termination of Agreement, except those [CONFIDENTIAL TREATMENT REQUESTED] that
have accrued before such expiration or termination. In addition to any related
provisions of the Agreement, an assignment of the Agreement or a transfer of
control of, or a sale of substantially all of the assets of, AGENT will be a
material breach of the Agreement unless AGENT first obtains CELLULAR ONE's
written consent to such a direct or indirect assignment of this Agreement. No
course of dealing or failure of CELLULAR ONE to enforce any term, right or
condition of this Agreement or any similar agreement with another party shall be
construed as a waiver of any such term.


         Dated this 20th day of October, 1997.

SOUTHWESTERN BELL MOBILE                    AREAWIDE CELLULAR, INC.
SYSTEMS, INC.,
d/b/a CELLULAR ONE - CHICAGO

                                            By: /s/ Lance Chody
                                                --------------------------------
                                                    Lance Chody
                                                    Vice President
By: /s/ Stan Sigman
   -------------------------------
        Stan Sigman
        President and CEO

<PAGE>


                     AUTHORIZED SALES & SERVICE REQUIREMENTS


1.       Minimum monthly performance requirement calculated as the lesser of (a)
         2,000 new lines and ESN Replacements, or (b) a number of new lines and
         ESN Replacements equal to the product of 150 x number of stores.

2.       Maintenance of primary ownership and control in 80% of all cellular
         locations listed in Exhibit A of the Authorized Sales and Service
         Agreement.

3.       Provide exclusively CELLULAR ONE Local and Long Distance Service, when
         and where available.

4.       Provide CELLULAR ONE Paging Service on a non-exclusive basis.

5.       Participation in all Cellular One - developed customer retention
         programs.

6.       Mandatory sales training provided through Cellular One with
         participation by all sales personnel.

7.       SBC - developed computer system required in all locations when
         available. Agent is responsible for purchase and maintenance of any
         necessary hardware and hardware upgrades, software licenses and
         software upgrades. Requirement will be waived if Agent has comparable
         system with comparable and compatible functionality.

8.       Participation in and compliance with Cellular One's "New Look" Program,
         as outlined on Attachment B. New Look is required for the following
         "key locations" and all new locations.

             5 South Route 59                     Aurora              IL   60504
             11 South Lake Street                 Aurora              IL   60506
             803 South Route 59                   Bartlett            IL   60103
             161 North Clark Street               Chicago             IL   60601
             3611 North Western Avenue            Chicago             IL   60618
             10 South LaSalle Street              Chicago             IL   60603
             2320 North Damen Avenue              Chicago             IL   60647
             1001 West North Avenue               Chicago             IL   60622
             1454 East 53rd Street                Chicago             IL   60615
             6301 South Cicero                    Chicago             IL   60629
             4630 South Damen Avenue              Chicago             IL   60609
             3125 South Ashland Avenue            Chicago             IL   60608
             3180 North Broadway                  Chicago             IL   60657
             93 East Three Oaks Road, Suite H     Crystal Lake        IL   60014
             2950 Finley Road                     Downers Grove       IL   60515
             362 North LaGrange Road              Frankfort           IL   60423

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             67 East North Avenue                 Glendale Heights    IL   60139
             4832 North Harlem Avenue             Harwood Heights     IL   60656
             1045 South LaGrange Road             LaGrange            IL   60525
             744 South Rand Road                  Lake Zurich         IL   60047
             620 East North Avenue                Lombard             IL   60148
             1032 East Ogden Avenue               Naperville          IL   60563
             8357 West Golf Road                  Niles               IL   60714
             2312 South Harlem                    North Riverside     IL   60546
             21100 South Western Avenue           Olympia Fields      IL   60461
             1025 East Golf Road                  Schaumburg          IL   60173
             615 South Randall Road               St. Charles         IL   60174
             16651 South Harlem Avenue            Tinley Park         IL   60477
             116 Old McHenry Road                 Wheeling            IL   60090

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                                  ATTACHMENT B

1.    Cellular One's New Look Program for Authorized Sales and Service Centers
is a program designed to enhance and standardize the appearance of sales
locations at which Cellular One's services are offered for sale. The basic
requirements of the Program are standardized components, designed to Cellular
One's specifications, to be placed in sales locations. The required standardized
components are as follows

*     Display Easels for Phones, Pagers, and Accessories
*     Red Stained Maple Pedestal
*     Natural Maple Pedestal
*     Cellular One Screen
*     Red Stained Maple Ceiling Disc
*     Sales Desk with Pledge
*     "Why Cellular One" Panel
*     Window Lightbox

2.    Each Sales and Service Center is responsible for the expenses associated
with complying with the New Look Program.