<PAGE>   1

                                                                 EXHIBIT 10.29.2


                             AMENDMENT NUMBER ONE TO
                       LIMITED LIABILITY COMPANY AGREEMENT
                             OF QUINTEL CELLULAR LLC


         This AMENDMENT NUMBER ONE dated JANUARY 27, 1998 to a Limited
Liability Company Agreement (the "Agreement") is entered into as of July 3,
1996, by and between Quintel Entertainment, Inc., with its principal place of
business at One Blue Hill Plaza, Pearl River, New York 10965 ("Quintel"), and
Paragon Cellular Services, Inc., with its principal place of business at 16805
U.S. Highway 19N, Clearwater, FL 34024 ("Paragon"):


1.       Capitalized terms are used herein with the same meaning as are ascribed
         thereto in the Agreement.

2.       EFFECTIVE AS OF JULY 3, 1996, SECTION 5.4 OF THE AGREEMENT IS CORRECTED
         TO STATE THAT THE REPORTING PERIOD FOR TAX PURPOSES SHALL BE A CALENDAR
         YEAR ENDING ON DECEMBER 31 IN EACH YEAR, AND THE FISCAL YEAR FOR OTHER
         PURPOSES SHALL END ON NOVEMBER 30.

3.       Paragon and Quintel acknowledge that as of December  31, 1997:

                  i.       Quintel has advanced a total of $500,000.00 on
                           account of the Quintel Loan and the Additional
                           Quintel Loan referred to in Section 4.1 of the
                           Agreement on the dates and in the amounts set forth
                           on the Schedule annexed hereto; and

                  ii.      Quintel has also advanced an additional $1,618,945.00
                           as a loan to the Company on the dates and in the
                           amounts set forth on the Schedule annexed hereto
                           (such $1,618,945.00 OF loans, the Initial Quintel
                           Loan, the Additional Quintel Loan and any other loans
                           made by Quintel to the Company and referred to in
                           Section 3 below shall be referred to collectively as
                           the "Quintel Loans").


 4.      The parties anticipate that additional funds will be required for the
         conduct of the Company's business, and Quintel has agreed to waive its
         right to request Paragon to contribute a portion of the additional
         funds required pursuant to Section 4.3 of the Agreement and has agreed
         to provide such additional funds as it determines to be necessary from
         time to time for the conduct of the Company's business on the following
         terms and conditions:



<PAGE>   2



                  i.       all such additional funds provided by Quintel will be
                           loaned to the Company as Quintel Loans, and will be
                           provided by Quintel in its sole and absolute
                           discretion;

                  ii.      Section 4.1(a)(i) and (ii) and Section 4.1(b) of the
                           Agreement are hereby amended to provide that the
                           terms of repayment of the Quintel Loans, including
                           the Initial Quintel Loan and the Additional Quintel
                           Loan shall be as follows:

                           (1)      Mandatory prepayments of principal and
                                    interest on the Quintel Loans shall be made
                                    in equal quarterly installments in an amount
                                    equal to twenty (20%) percent of the
                                    Company's retained earnings if retained
                                    earnings as determined by the Company for
                                    the preceding financial quarter are at least
                                    $250,000 or seventy-five (75%) of the
                                    Company's retained earnings if retained
                                    earnings as determined by the Company for
                                    the preceding financial quarter are greater
                                    than $500,000;

                           (2)      Notwithstanding the above, minimum principal
                                    payments of the greater of $10,000.00 or
                                    five (5%) percent of the Company's retained
                                    earnings determined on a semi-annual basis
                                    shall be made semi-annually commencing
                                    January 1, 1997; and

                           (3)      notwithstanding the above or any other
                                    provisions of the Agreement, the Quintel
                                    Managers, may, in their discretion, cause
                                    the Company to prepay principal and interest
                                    on the Quintel Loans to the extent of Net
                                    Available Cash, and, in such event, such
                                    prepayments shall be made prior to any
                                    distributions of Net Available Cash under
                                    Sections 5.2(a) and (c) of the Agreement,
                                    subject, however, to the provisions of
                                    Section 5.2(d) of the Agreement which
                                    requires the Company to distribute an amount
                                    equal to forty (40%) percent of the amount
                                    of the Company's profits allocated to each
                                    Member for tax purposes.

                  iii.     effective  JANUARY 1, 1997 the Percentage Interest of
                           Paragon and Quintel shall be as follows:

                              Member            Percentage Interest



                                       2

<PAGE>   3



                              Quintel           Sixty-five percent (65%)
                              Paragon           Thirty-five percent (35%)

                  iv.      Quintel hereby waives its right under Section 4.3 of
                           the Agreement to request Paragon to contribute a
                           portion of any additional funds required by the
                           Company, and waives any right to provide additional
                           capital or loans under the provisions of Section
                           3.2(c) of the Agreement.


 5.      Nothing herein shall prevent Quintel from proposing that financing for
         the operations of the Company be obtained from third parties, subject
         to all of the other terms of the Agreement, including Section 3.1.


6.       SECTION 5.3 OF THE AGREEMENT IS AMENDED TO PROVIDE AS FOLLOWS,
         EFFECTIVE JULY 26, 1996:

         A.       LOSSES SHALL BE ALLOCATED TO EACH MEMBER IN ACCORDANCE WITH
                  THEIR RESPECTIVE PERCENTAGE INTERESTS IN THE COMPANY, UNTIL
                  EACH MEMBER'S CAPITAL ACCOUNT EQUALS ZERO; AND THEREAFTER

         B.       ONE HUNDRED PERCENT (100%) OF LOSSES SHALL BE ALLOCATED TO
                  QUINTEL; PROVIDED, HOWEVER, THAT IF, AFTER A MEMBER'S CAPITAL
                  ACCOUNT IS REDUCED TO ZERO, ADDITIONAL CAPITAL CONTRIBUTIONS
                  ARE MADE BY SUCH MEMBER TO THE COMPANY, LOSSES SHALL
                  THEREAFTER BE ALLOCATED TO THE MEMBERS IN PROPORTION TO THEIR
                  RESPECTIVE CAPITAL ACCOUNTS UNTIL EACH MEMBER'S CAPITAL
                  ACCOUNT EQUALS ZERO; AND

         C.       PROFITS SHALL BE ALLOCATED TO THE MEMBERS IN PROPORTION TO
                  THEIR RESPECTIVE NEGATIVE CAPITAL ACCOUNTS UNTIL SUCH TIME AS
                  ALL MEMBERS' CAPITAL ACCOUNTS EQUAL ZERO; AND, THEREAFTER,

         D.       PROFITS SHALL BE ALLOCATED TO THE MEMBERS IN ACCORDANCE WITH
                  THEIR RESPECTIVE PERCENTAGE INTERESTS IN THE COMPANY.


7.       SECTION 8.3 OF THE AGREEMENT IS AMENDED TO PROVIDE THAT UPON
         DISSOLUTION AND LIQUIDATION OF THE COMPANY, EACH MEMBER WHO HAS A
         NEGATIVE CAPITAL ACCOUNT SHALL CONTRIBUTE CAPITAL TO THE COMPANY IN AN
         AMOUNT SUFFICIENT SO THAT SUCH MEMBER'S CAPITAL ACCOUNT EQUALS ZERO.
         ALL QUINTEL LOANS SHALL BE REPAID IN FULL PRIOR TO ANY DISTRIBUTION OF
         NET AVAILABLE CASH OR ANY OTHER COMPANY PROPERTY TO THE MEMBERS


                                        3

<PAGE>   4


         UPON SUCH DISSOLUTION AND LIQUIDATION.


8. Except as provided for in this Amendment, the Agreement remains in
   full force and effect.


IN WITNESS WHEREOF, the Company and Members have executed this Amendment as of
the date first above written.

                                     COMPANY:

                                     QUINTEL CELLULAR LLC



                                     By:
                                        ---------------------------------------
                                              CHARLES R. DARST, Member

                                     MEMBERS:

                                     QUINTEL ENTERTAINMENT, INC.


                                     By:
                                        ---------------------------------------
                                                       Its President


                                     PARAGON CELLULAR SERVICES, INC.


                                     By:
                                        ---------------------------------------
                                              CHARLES R. DARST


                                        4

<PAGE>   5
4. Seller represents that at the closing of title, or date of possession,
whichever is later, the plumbing (except for children's bathroom), heating and
electrical systems (except for some outside outlets), sump pump, burglar alarm
system, air conditioning systems, pool & sprinkler system, and appliances will
be in working order, with the roof free of leaks, and the pool free of cracks &
leaks. This representation shall not survive the delivery of the deed as set
forth herein. The limit of Seller's liability for non-working appliances is the
market value of such appliances in their condition on the date of this contract.
Purchasers may have the sump pump and burglar system inspected within fifteen
days hereof. Purchasers may have the air conditioning system, pool, pool filter
& heater, & sprinklers inspected prior to closing when weather permits.



22. The purchaser shall have leave the following addition personal property
which was not listed in paragraph #18 of the printed contract of sale; all wall
to wall carpeting, master bedroom built-in cabinet, alarm system, central vacuum
cleaning system & gas BBQ with pole in ground (not operable). The Seller shall
provide keys for all doors including the French doors in the kitchen and family
room and copies of all warranties, if any, for all new appliances and the air
conditioning fan coil units, and the existing (no) termite inspection. The
Seller shall remove the dishwasher and refrigerator from the basement.