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                                                                   EXHIBIT 10.17

                           WAIVER AND AMENDMENT NO. 3

                                       TO

                          LOAN AND SECURITY AGREEMENT

         THIS WAIVER AND AMENDMENT NO. 3 ("Amendment") is entered into as
of February 26, 1999, by and among Let's Talk Cellular & Wireless, Inc., a
corporation organized under the laws of the State of Florida ("LTC"), Telephone
Warehouse, Inc., a corporation organized under the laws of the State of Delaware
("TWI"), Cellular Warehouse Inc., a corporation organized under the laws of the
State of Georgia ("CWI"), Cellular USA, a corporation organized under the laws
of the State of Nevada ("USA"), Sosebee Enterprises, Inc., a corporation
organized under the laws of the State of Georgia ("SEI") and National Cellular
Incorporated, a corporation organized under the laws of the State of Texas
("NCI") ("LTC, TWI, CWI, USA, SEI and NCI, each a "Borrower" and jointly and
severally, the "Borrowers"), the undersigned financial institutions (each, a
"Lender" and collectively, the "Lenders") and The Chase Manhattan Bank, a
corporation organized under the laws of the State of New York ("Chase") as agent
for Lenders (Chase in such capacity, the "Agent").

                                   BACKGROUND
                                   ----------

         Borrowers, Agent and Lenders are parties to a Loan and Security
Agreement dated as of April 2, 1998 (as amended, restated, supplemented or
otherwise modified from time to time, the "Loan Agreement"), pursuant to which
Agent and Lenders provide Borrowers with certain financial accommodations.

         Borrowers have requested that Agent and Lenders waive certain financial
covenant defaults that have occurred and amend certain provisions of the Loan
Agreement and Agent and Lenders are willing to do so on the terms and conditions
hereafter set forth.

         NOW, THEREFORE, in consideration of any loan or advance or grant of
credit heretofore or hereafter made to or for the account of Borrowers by Agent
and Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

         1. DEFINITIONS. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Loan Agreement.

         2. WAIVER. Subject to satisfaction of the conditions precedent set
forth in Section 5 below, Agent and Lenders hereby waives the Event of Default
which has occurred as a result of Borrowers' non-compliance with Section 7.21(i)
of the Loan Agreement to the extent the Leverage Ratio at the end of the fiscal
quarter ended January 31, 1999 with respect to the immediately preceding four
fiscal quarter period was no more than 2.56 to 1.00, but, in each case, only to
the extent the non-compliance with such Sections occurred prior to such periods.




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         3. AMENDMENTS TO LOAN AGREEMENT. Subject to satisfaction of the 
conditions precedent set forth in Section 4 below, the Loan Agreement is hereby 
amended as follows:

            (a) The following defined terms are added to Section 1.2 of the 
Loan Agreement in their appropriate alphabetical order:

            "AMENDMENT NO. 3" shall mean Amendment No. 3 to this Agreement 
         dated as of February 26, 1999.

            "AMENDMENT NO. 3 EFFECTIVE DATE" shall mean the date on which all 
         of the conditions precedent contained in Section 5 of the Amendment 
         No. 3 shall have been satisfied.
 
            (b) Section 2.2(h) of the Loan Agreement is amended in its entirety 
to provide as follows:

            "2.2(h) REDUCTION PERIOD. Borrowers shall reduce all outstanding 
         Revolving Advances to not more than $9,000,000 and not permit 
         outstanding Revolving Advances to be more than $9,000,000 for the 
         period of June 1, 1999 through and including July 15, 1999."

         4. FIELD EXAM; CONSULTANTS.

                  (i) Notwithstanding the proviso in Section 3.4 of the Loan
Agreement, Borrowers agree to pay Agent for all field examination expenses in
accordance with Section 3.4 of the Loan Agreement for a field exam to be
scheduled by Agent following the Amendment No. 3 Effective Date. The obligation
of Borrowers to pay for such field examination expenses shall be in addition to
Borrowers' obligation to pay for field examination expenses pursuant to the
proviso of Section 3.4 of the Loan Agreement.

                  (ii) Borrowers agree to pay Agent for all costs incurred by 
Agent in arranging for a consultant to meet with the management of Borrowers 
and all costs of the consultant in assessing Borrowers' future financial plans.

         5. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective 
upon satisfaction of the following conditions precedent: Agent shall have 
received (i) four (4) copies of this Amendment executed by each Borrower and 
each Lender, (ii) a non-refundable waiver and amendment fee in the amount of 
$60,000 and all legal fees and (iii) such other certificates, instruments, 
documents, agreements and opinions of counsel as may be required by Agent, 
Lenders or their counsel, each of which shall be in form and substance 
satisfactory to Agent, Lenders and their counsel.

         6. REPRESENTATIONS AND WARRANTIES. Borrowers hereby represent and 
warrant as follows:



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            (a) This Amendment and the Loan Agreement, as amended hereby, 
constitute legal, valid and binding obligations of Borrowers and are 
enforceable against Borrowers in accordance with their respective terms.

            (b) Upon the effectiveness of this Amendment, Borrowers hereby 
reaffirm all covenants, representations and warranties made in the Loan 
Agreement to the extent the same are not amended hereby and agree that all such 
covenants, representations and warranties shall be deemed to have been remade 
as of the effective date of this Amendment.

            (c) No Event of Default or Default has occurred and is continuing 
or would exist after giving effect to this Amendment.

            (d) Borrowers have no defense, counterclaim or offset with respect 
to the Loan Agreement.

         7. EFFECT ON THE LOAN AGREEMENT.

            (a) Upon the effectiveness of this Amendment, each reference in the 
Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of 
like import shall mean and be a reference to the Loan Agreement as amended 
hereby.

            (b) Except as specifically amended herein, the Loan Agreement, and 
all other documents, instruments and agreements executed and/or delivered in 
connection therewith, shall remain in full force and effect, and are hereby 
ratified and confirmed.

            (c) The execution, delivery and effectiveness of this Amendment 
shall not, except as expressly provided in Section 2, operate as a waiver of 
any right, power or remedy of Lender, nor constitute a waiver of any provision 
of the Loan Agreement, or any other documents, instruments or agreements 
executed and/or delivered under or in connection therewith.

         8. GOVERNING LAW. This Amendment shall be binding upon and inure to 
the benefit of the parties hereto and their respective successors and assigns 
and shall be governed by and construed in accordance with the laws of the State 
of New York.

         9. HEADINGS. Section headings in this Amendment are included herein 
for convenience of reference only and shall not constitute a part of this 
Amendment for any other purpose.

         10. COUNTERPARTS. This Amendment may be executed by the parties hereto 
in one or more counterparts, each of which shall be deemed an original and all 
of which when taken together shall constitute one and the same agreement.




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         IN WITNESS WHEREOF, this Amendment has been duly executed as of the 
day and year first written above.

                                    LET'S TALK CELLULAR & WIRELESS, INC.


                                    By: /s/ Daniel Cammarata
                                       ------------------------------------
                                       Name:  Daniel Cammarata
                                       Title: CFO


                                    TELEPHONE WAREHOUSE, INC.

                                    By: /s/ Daniel Cammarata
                                       ------------------------------------
                                       Name:  Daniel Cammarata
                                       Title: CFO

                                    CELLULAR WAREHOUSE, INC.

                                    By: /s/ Daniel Cammarata
                                       ------------------------------------
                                       Name:  Daniel Cammarata
                                       Title: CFO


                                    NATIONAL CELLULAR INCORPORATED

                                    By: /s/ Daniel Cammarata
                                       ------------------------------------
                                       Name:  Daniel Cammarata
                                       Title: CFO


                                    CELLULAR USA

                                    By: /s/ Daniel Cammarata
                                       ------------------------------------
                                       Name:  Daniel Cammarata
                                       Title: CFO





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                                    SOSEBEE ENTERPRISES, INC.
                                    

                                    By: /s/ Daniel Cammarata
                                       ------------------------------------
                                       Name:  Daniel Cammarata
                                       Title: CFO


                                    THE CHASE MANHATTAN BANK, as Agent and a 
                                    Lender

                                    By: /s/ Paula M. Carr
                                       ------------------------------------
                                       Name:  Paula M. Carr
                                       Title: Vice President


                                    Commitment Percentage: 25%

                                    BANK OF AMERICA, FSB, Lender

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


                                    Commitment Percentage: 25%

                                    IBJ WHITEHALL BANK & TRUST COMPANY,
                                    Lender

                                    By: /s/ Patricia G. McCormack
                                       ------------------------------------
                                       Name:  Patricia G. McCormack
                                       Title: Director

                                    Commitment Percentage: 25%


                                    MERRILL LYNCH BUSINESS FINANCIAL
                                    SERVICES, Lender

                                    By: /s/ Hugh E. Johnson
                                       ------------------------------------
                                       Name:  Hugh E. Johnson
                                       Title: Vice President

                                    Commitment Percentage: 25%




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