EXHIBIT 10.5

                      MERGER AGREEMENT BETWEEN THE COMPANY
                       AND TELECOM INVESTMENT CORPORATION


                          AGREEMENT AND PLAN OF MERGER



              THIS  AGREEMENT  AND PLAN OF MERGER is made and entered into as of
January 31, 1997, by and between WIRELESS CABLE & COMMUNICATIONS, INC., a Nevada
corporation  (the  "Parent"),  NEWWCCI,  INC.,  a  Delaware  corporation  and  a
wholly-owned  subsidiary  of  Parent  ("Subsidiary"),   and  TELECOM  INVESTMENT
CORPORATION, a Delaware corporation (the "Company").

                                    RECITALS:

              WHEREAS,  the respective  Boards of Directors of the Company,  the
Subsidiary  and Parent  deem it  advisable  and in the best  interests  of their
shareholders to effect the merger (the "Merger") of the Subsidiary with and into
the Company pursuant to this Agreement.

              WHEREAS, the respective Boards of Directors of the Company, Parent
and  Subsidiary,  and all of the  shareholders of the Company and the Subsidiary
have approved the Merger.

              WHEREAS,  for federal income tax purposes,  the Merger is intended
to  constitute  a  reorganization  within  the  meaning of  Sections  368(a) and
368(a)(2)(E) of the Internal Revenue Code of 1986, as amended (the "Code").

                                   AGREEMENT:

              NOW,  THEREFORE,   in  consideration  of  the  foregoing  and  the
respective  representations,  warranties,  covenants  and  agreements  set forth
herein,  together  with other good and valuable  consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

                             ARTICLE I - THE MERGER


              1.1 The  Merger.  Upon the terms  and  subject  to the  conditions
hereof,  at the  Effective  Time (as defined in Section  1.2),  (a) the separate
existence of Subsidiary shall cease and Subsidiary shall be merged with and into
the Company (the Subsidiary and the Company are sometimes  referred to herein as
the "Constituent Corporation" and the Company is sometimes referred to herein as
the "Surviving Corporation").  The Merger shall have all the effects of a merger
as provided by Section 259 of the Delaware General Business Laws (the "Act").


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              1.2 Effective Date and Time of the Merger. On the Closing Date and
subject to the terms and  conditions  hereof,  articles or certificate of merger
(the "Articles of Merger") shall be duly prepared,  executed and acknowledged by
each of the  Subsidiary  and the  Company  in  compliance  with  the  applicable
provisions  of the Act and shall be  delivered  for filing to the  Secretary  of
State  of  Delaware  (the  "Secretary")  as  provided  in  the  Act as  soon  as
practicable on or after the Closing Date.  The Merger shall become  effective on
the date (the "Effective  Date") and at the time (the "Effective Time") that the
Articles of Merger are so filed,  or at such time  thereafter  as is provided in
such  Articles of Merger by mutual  agreement of Parent and the Company.  If the
Secretary  requires  any changes in the  Articles  of Merger as a  condition  to
filing  the  Articles  of Merger or to  issuing a  certificate  of  merger,  the
Subsidiary and the Company will execute necessary  revisions  incorporating such
changes,  provided  they are not  inconsistent  with,  or result in any material
change to, the terms of this Agreement.

              1.3 Articles of  Incorporation of the Surviving  Corporation.  The
Certificate of Incorporation of the Company,  as in effect  immediately prior to
the Effective Time,  shall be the Certificate of  Incorporation of the Surviving
Corporation.

              1.4  Bylaws  of  the  Surviving  Corporation.  The  Bylaws  of the
Company,  as in effect  immediately  prior to the Effective  Time,  shall be the
Bylaws  of the  Surviving  Corporation  until  thereafter  amended  as  provided
therein, in the Certificate of Incorporation of the Surviving Corporation, or by
the Act.

              1.5 Board of Directors of the Surviving Corporation. The directors
of the Company immediately prior to the Effective Time shall be the directors of
the Surviving Corporation, without change, until their successors have been duly
elected and qualified or until their earlier death,  resignation or removal,  in
accordance with the applicable provisions of the Certificate of Incorporation of
the Surviving Corporation and the Bylaws of the Surviving Corporation.

              1.6  Officers of the  Surviving  Corporation.  The officers of the
Company immediately prior to the Effective Time shall be and become the officers
of the Surviving  Corporation,  without change, until their successors have been
duly elected and qualified or until their earlier death, resignation or removal,
in accordance with the Certificate of Incorporation of the Surviving Corporation
and the Bylaws of the Surviving Corporation.

              1.7 Closing and Closing Date.  Prior to the filing of the Articles
of Merger,  a closing (the "Closing") of the  transactions  herein  contemplated
shall  take place for the  purpose  of  confirming  the  satisfaction  of, or if
permissible,  waiver,  of the  conditions  set forth in Article  VI hereof.  The
Closing will take place as soon as practicable  after the  satisfaction,  or, if
permissible, waiver, of the conditions set forth in Article VI hereof (such time
and date being  referred  to herein as the  "Closing  Date"),  at the offices of
Parsons  Behle & Latimer,  201 South Main  Street,  Suite 1800,  Salt Lake City,
Utah,  or at such other  place as Parent and the  Company  shall  agree.  At the
Closing, each of the parties shall take all such actions and execute and deliver
all such documents, instruments, certificates and other items as may be required
under this Agreement or otherwise, in order to perform or fulfill all covenants,
conditions and agreements on its part to be performed at or prior to the Closing
Date and to cause all  conditions  precedent  to the other  party's  obligations
under this Agreement to be satisfied in full.

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                      ARTICLE II - CONVERSION OF SECURITIES

              2.1  Conversion of Company  Shares.  As of the Effective  Date, by
virtue of the Merger and without any action on the part of any of the parties or
any holder of any shares of the Company or  Subsidiary,  all of the  outstanding
common  shares of the Company  (the  "Company  Common  Shares"),  shall,  in the
aggregate,  be  converted  into the right to  receive  2,397,732  fully paid and
nonassessable  shares of the  Parent's  Series A  Preferred  Stock (the  "Parent
Shares") upon surrender of the certificates  formerly  representing such Company
Common Shares.

              2.2 Conversion of Subsidiary  Shares. As of the Effective Date, by
virtue of the Merger and without any action on the part of any of the parties or
any holder of any shares of the  Company or  Subsidiary,  each of the issued and
outstanding  common shares of the Subsidiary  shall be converted into and become
1,000  validly  issued,  fully  paid  and  nonassessable  common  shares  of the
Surviving Corporation.

              2.3  Options  for  Company  Shares.  All  outstanding  options  or
warrants to acquire Company Common Shares shall, as of the Effective Date and by
virtue of the Merger and  without  any action on the part of the  parties or any
holder of such options or warrants, be converted into the right to acquire (upon
substantially  the same  terms and  conditions  as the  outstanding  options  or
warrants  to acquire  the  Company  Common  Shares,  as  adjusted to reflect the
relative rights and preferences thereof and the relative dilution resulting from
the exercise of such options and  warrants to the existing  shareholders  of the
Company assuming no consummation of the Merger) Parent Shares.

                       ARTICLE III - PAYMENT AND SURRENDER

              3.1  Ownership and Delivery of Certificates.

                      (a)  Payment  Schedule.  At or prior to the  Closing,  the
Company shall deliver to the  Subsidiary a schedule (the  "Ownership  Schedule")
containing, to the best knowledge of the Company, the names and addresses of all
holders of shares of the Company  and rights in respect  thereof.  The  schedule
shall also set forth all option or warrant holders of the Company Common Shares.
With respect to each  holder,  the  Ownership  Schedule  shall  indicate (i) the
number of Company Common Shares currently owned or subject to acquisition by the
holder,  and (ii) the aggregate number of shares of Parent Shares to be received
by such holder.

                      (b) Delivery of  Certificates.  The Company  shall use its
reasonable  efforts to obtain prior to the Closing  Date,  the  surrender of the
certificates  representing as many of the Company Common Shares as possible. All
such certificates shall be duly endorsed in blank, or accompanied by blank stock
powers.  In the case of Company Common  Shares,  the  certificates  representing
shares which have been lost,  mutilated or  destroyed,  the Company will use its
reasonable efforts to obtain from the owners of such shares an affidavit of lost
certificate,  in such form as shall be  approved  by the  Subsidiary.  As to any
certificates  representing  Company  Common Shares which are  surrendered to the
Company by a person,  firm or entity  other than the  record  holder  thereof as
shown on the books and  records of the  Company,  the Company  shall  accept the
surrender of such  certificates  only when such  certificates are accompanied by
such documents and instruments confirming the ownership rights

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in such shares as shall be  satisfactory  to the  Subsidiary.  The Company shall
hold all shares  surrendered  to it  pursuant to this  Section  3.1(b) in escrow
until the Closing.

                      (c)  Delivery of Parent  Shares.  At the  Closing,  on the
basis of the Payment Schedule, Subsidiary shall deliver, to each holder that has
theretofore  surrendered its certificates or acceptable evidences thereof to the
Company in accordance  with Section 3.1(b) hereof,  that number of Parent Shares
referred to in clause 4.1(a) (ii) above. Any part or portion of the total number
of Parent Shares which are not so  distributed  to  shareholders  of the Company
upon the Closing Date in  accordance  with this Section  4.1(c) shall be held by
Parent.  Parent shall send to any holders of Company Common Shares who shall not
have so surrendered stock certificates,  or acceptable  evidences thereof, at or
prior to the Closing Date, a letter of transmittal  instructing  such holders to
surrender to Parent their  certificates,  duly endorsed in blank,  or acceptable
evidences thereof.  Upon delivery thereof, the holders shall be entitled to, and
the Parent shall distribute to such holders, the Parent Shares for the shares of
Company Common Shares held by such holders.

              3.2  Closing of Transfer  Records.  After the close of business on
the Closing Date,  transfers of the Company Common Shares  outstanding  prior to
the  Effective  Time  shall  not be  made on the  stock  transfer  books  of the
Surviving Corporation.

                   ARTICLE IV - REPRESENTATIONS AND WARRANTIES

              4.1 Representations  and Warranties of the Subsidiary.  Subsidiary
represents and warrants to the Company as follows:

                      (a)   Organization;   Good   Standing.   Subsidiary  is  a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite  corporate power and authority to
own,  operate and lease its properties and to carry on its business as now being
conducted.

                      (b)  Execution and Validity of  Agreements.  The execution
and  delivery by  Subsidiary  of this  Agreement,  and the  consummation  of the
transactions  provided  for herein have been duly  authorized  by all  requisite
corporate  and  shareholder  action.  This  Agreement  has been duly and validly
executed and delivered by Subsidiary, and, assuming due authorization, execution
and delivery of this Agreement by the other parties to it, is a legal, valid and
binding obligation of Subsidiary,  enforceable against it in accordance with its
terms, subject only to bankruptcy,  insolvency,  reorganization,  moratorium and
other laws relating to or affecting  creditors'  rights generally and to general
equity principles.

                      (c) Effect of this Agreement. The execution,  delivery and
performance of this Agreement by Subsidiary,  and the  consummation by it of the
transactions contemplated hereunder, do not and will not conflict with or result
in a breach or  termination of any term or provision of, or constitute a default
under, or result in the creation of any lien,  charge or encumbrance upon any of
its properties or assets  pursuant to any corporate  charter,  bylaw,  mortgage,
deed of  trust,  indenture  or other  agreement  or  instrument,  or any  order,
judgment,  decree or like restriction,  statute or regulation by which it or any
of its assets and properties may be bound.


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                      (d) No Approvals or Notices  Required:  No Conflicts  With
Instruments.  The  execution,  delivery  and  performance  of this  Agreement by
Subsidiary and the  consummation by it of the transactions  contemplated  hereby
will not (i)  constitute  a  violation  (with or without the giving of notice or
lapse of time) of any  provision of  applicable  law,  (ii) require any consent,
approval or authorization  of any person or governmental  authority which it has
not obtained,  (iii) result in a default under,  acceleration or termination of,
or the creation in any person or entity of the right to  accelerate,  terminate,
modify  or  cancel,  any  agreement,  lease,  franchise,  permit,  note or other
restriction, encumbrance, obligation or liability to which Subsidiary is a party
or by which it is bound or to which any of its assets are  subject,  (iv) result
in the  creation  of any  lien or  encumbrance  upon  Subsidiary's  assets,  (v)
conflict  with or  result  in a breach  of or  constitute  a  default  under any
provision  of  Subsidiary's  Certificate  of  Incorporation  or Bylaws,  or (vi)
conflict  with,  result in tortious  interference  as a result of such  conflict
with, or otherwise violate,  any contract or arrangement  between Subsidiary and
any other person.

                      (e) Broker.  Neither  Subsidiary nor any of its affiliates
(including  Parent)  or anyone  acting on  behalf  of it,  has taken any  action
relating to any broker, finder, consultant or other expert which could result in
the imposition upon the Company, or any of its affiliates,  of any obligation to
pay a fee  to  any  broker,  finder,  consultant  or  other  similar  expert  in
connection with this Agreement or the transactions contemplated hereby.

              4.2  Representations  and  Warranties of the Company.  The Company
hereby represents and warrants to Subsidiary and Parent as follows:

                      (a) Disclosure Schedule.  Prior hereto (and updated on the
date hereof) the Company has delivered to Subsidiary  and Parent a schedule (the
"Disclosure  Schedule"),  which is  incorporated  by reference  herein and which
represents, except as otherwise provided therein, a correct and complete listing
of the information called for and copies of all documents called for and setting
forth  as of the date  hereof  (unless  otherwise  specifically  indicated)  the
following:

                               (i) A true  and  complete  copy of the  Company's
Certificate of  Incorporation,  together with all  amendments  and  restatements
thereto  through the date hereof,  and a true and complete copy of the Bylaws of
the Company as in effect on the date hereof;

                               (ii) A  listing  of all  jurisdictions  where the
Company has  qualified  to do business as a foreign  corporation,  with true and
complete  copies of all  certificates  of  authority to do business as a foreign
corporation, certified by the appropriate governmental authorities;

                               (iii) The  unaudited  financial  statements  (the
"Unaudited  Financial  Statements")  of the  Company  for the fiscal  year ended
August 31, 1996 and for the 3 months  ended  November 30,  1996,  including  the
Company's  balance  sheet (the  "Balance  Sheet")  dated  November 30, 1996 (the
"Balance Sheet Date");

                               (iv) A complete list of any real  property  owned
or leased by the Company,  together with a materially complete legal description
of such real property;


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                               (v) A materially  correct list and description of
all items of  machinery,  tools  and  equipment  owned or leased by the  Company
(pursuant to capital and operating leases);

                               (vi) Copies of all issued patents, pending patent
applications,  registered  trademarks,  trade names,  servicemarks,  brandmarks,
brand names or copyrights owned or used by the Company,  together with copies of
all  registrations,  licenses and royalty  agreements  for any of the foregoing,
owned  in  whole  or in  part  by the  Company;  copies  of all  written,  and a
description  of all oral,  licenses  granted by or to the  Company and all other
agreements to which the Company is a party which relate, in whole or in part, to
any of the above; and a list describing all trade secrets, know-how or processes
owned and presently utilized by the Company;

                               (vii)  Copies  of  all   business   licenses  and
permits,   approvals  or  similar  notices  (including  without  limitation  all
environmental and health licenses, permits, approvals and notices) issued to and
held by the Company from any Federal, foreign, state or local governmental body;

                               (viii)   Copies  of  any  policies  of  insurance
(including without limitation fidelity bonds covering officers and employees and
policies on the life of any  directors,  officers or key employees) in force now
and  insuring  the  liabilities,  risks,  or  properties  or other assets of the
Company;

                               (ix) Copies of all written,  or a description  of
the material terms of all oral,  existing  contracts and agreements  (including,
without limitation,  mortgages, leases, loan agreements, and credit agreements),
to which  the  Company  is a party or by  which it or any of its  properties  or
assets may be bound other than (A) contracts involving less than $50,000 each or
(B) contracts or  commitments  which are  terminable by the Company upon no more
than thirty (30) days'  notice  without  penalty  (collectively,  the  "Material
Contracts");

                               (x) Copies of any and all agreements  between the
Company and any other party relating to the purchase or sale of capital stock or
any other security of the Company;

                               (xi) Copies of all written,  or a description  of
all oral employment and consulting  agreements,  executive  compensation  plans,
incentive  compensation  plans,  employee stock purchase and stock option plans,
and other plans or arrangements  providing for benefits for the employees of the
Company;

                               (xii)  The name of each  bank or other  financial
institution from which credit commitments, loans or financing to the Company are
outstanding,  together with complete  copies of any existing  credit  agreements
and/or other banking documentation related thereto;

                               (xiii)  The name of each bank or other  financial
institution  where the Company has an account or safe  deposit box and the names
of all persons authorized to draw thereon or to have access thereto;


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                               (xiv)   The   names   of  all   persons,   firms,
associations,  corporations or business organizations holding general or special
powers of attorney from the Company and a summary of the terms thereof;

                               (xv)  The  names of the  plaintiffs,  defendants,
claimants or other parties,  the court, agency or other forum and the applicable
docket numbers of all pending claims, actions, suits, or legal,  administrative,
arbitrations or other  proceedings or investigations to which the Company or any
officer or  director  of the Company  (with  respect to matters  relating to the
Company) has received service of process or other official notification; and

                               (xvi) A list of all  accounts  receivable  of the
Company.

              Except as otherwise indicated in the Disclosure Schedule, true and
complete  copies of all  documents,  including  all  amendments  thereto,  and a
description of all oral agreements  referred to in the Disclosure Schedule shall
be attached thereto. Except as otherwise noted in the Disclosure Schedule, there
is not, under any of the documents, rights, obligations and commitments referred
to in the Disclosure  Schedule (including without limitation any of the Material
Contracts) any existing breach,  default or event which with notice and/or lapse
of time  would  constitute  a  default  thereunder  by the  Company  or,  to the
Company's knowledge, by any other party thereto, nor has any party thereto given
notice of or made a claim with respect to any such breach or default.

                      (b)  Organization; Good Standing; No Subsidiaries.

                               (i) The Company is a corporation  duly organized,
validly  existing and in good standing  under the laws of the State of Delaware,
has all requisite  corporate  power and authority to own,  operate and lease its
properties  and to carry on its  business  as now being  conducted,  and is duly
qualified to do business as a foreign corporation in every jurisdiction  wherein
the  failure to so  qualify  would have a  material  and  adverse  effect on the
Company or its business, and the Company has not been requested to so qualify in
any jurisdiction.

                               (ii)  The  Company  has one  subsidiary,  Telecom
Investment Corporation del Peru, S.A. ("TICP"), a Peruvian corporation, which is
owned 89% by the Company.  TICP's other shareholders are Tom Cauchois,  a member
of the  Company's  board of  directors,  who  holds  10% of TICP and a  Peruvian
national  who is a  shareholder  in  Telesco  S.A.,  which  has a joint  venture
agreement with TICP.

                      (c) Execution and Validity of Agreements.  The Company has
all requisite  power and  authority to enter into this  Agreement and to perform
its obligations hereunder. This Agreement has been duly and validly executed and
delivered by the Company  and,  assuming the due  authorization,  execution  and
delivery by Subsidiary and Parent, is a legal,  valid and binding  obligation of
the Company,  enforceable against it in accordance with its terms,  subject only
to bankruptcy, insolvency, reorganization, moratorium and other laws relating to
or affecting creditors' rights generally and to general equity principles.

                      (d)  Capital Stock.


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                               (i)  Schedule  5.2(d)(i)  hereto  accurately  (A)
describes the authorized  capital stock of the Company,  (B) lists the number of
shares  of  such  capital  stock  presently   issued  and  outstanding  and  (C)
identifies,  to the best knowledge of the Company,  the true and lawful owner of
each of the  shares of such  capital  stock.  All of the  outstanding  shares of
capital  stock have been duly and  validly  authorized  and issued and are fully
paid and nonassessable,  with no personal  liability  attaching to the ownership
thereof.  The Company does not have any capital stock  outstanding other than as
listed in Schedule 5.2(d)(i) hereto;

                               (ii)  Schedule   5.2(d)(ii)   hereto   accurately
describes  the number of shares of Company  Common  Stock with  respect to which
warrants  are  outstanding,  and with  respect to which stock  options have been
granted  and are  outstanding,  and  identifies  the  holder  and  owner of such
warrants and stock options. Except for the conversion rights of such outstanding
warrants  and stock  options,  the  Company  has no  outstanding  subscriptions,
options, rights, warrants, calls, commitments or agreements of any kind to issue
or  acquire  any  shares of  capital  stock of the  Company,  or any  securities
convertible  into  any  shares  of such  capital  stock  and,  other  than  this
Agreement,  there are no shareholder or other agreements or understandings  with
respect to the sale or  transfer  of any shares of such  capital  stock or other
securities;

                      (e)  Financial   Statements.   The   Unaudited   Financial
Statements are true and correct and fairly  present,  in all material  respects,
the financial  position of the Company as of the dates indicated and the results
of operations for the periods therein indicated.

                      (f) Accounts Receivable and Accounts Payable. All accounts
receivable and all other receivables reflected on the Balance Sheet and all such
receivables  arising after the Balance Sheet Date are bona fide  receivables and
are current and  enforceable  and arose in the ordinary  course of business.  No
material counterclaims or offsetting claims with respect to such receivables are
pending or, to the  Company's  knowledge  have been,  threatened.  All  accounts
payable and all other  payables  reflected  in the  Balance  Sheet are bona fide
payables  which arose in the  ordinary  course of business and have been paid or
are not yet due and payable.

                      (g) Undisclosed  Liabilities.  The Company has no material
debts or liabilities or obligations of any nature  whatsoever,  whether accrued,
absolute or  contingent,  determined  or  undetermined,  known or  unknown,  and
whether  due or to become due  (including,  without  limitation,  liability  for
taxes,  assessments,  penalties,  fees or interest),  except (i)  liabilities or
obligations specifically reflected and, if appropriate,  reserved against on the
Balance Sheet, (ii) liabilities or obligations arising in the ordinary course of
business since the date of the Balance Sheet, none of which,  individually or in
the aggregate,  involves or will involve, individually or in the aggregate, more
than $50,000,  (iii)  liabilities  or  obligations  set forth in the  Disclosure
Schedule,  and (iv)  contractual  obligations  of the  Company  under  contracts
incurred  in the  ordinary  course  of  business  which are not  required  to be
disclosed in the Disclosure Schedule.

                      (h)  Absence  of  Certain  Changes  or  Events.  Since the
Balance  Sheet Date,  there has been no material  adverse  change in the assets,
liabilities,  operations or business  prospects of the Company,  and the Company
has not (i) declared any dividend or made any payment or other  distribution  in
respect of its shares of capital stock,  (ii) acquired or disposed of any shares
of its capital  stock,  (iii)  entered  into any  transaction  with any officer,
director, employee, or any known

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                      relative  thereof or any  entity in which any such  person
has an  interest,  except the  payment  of rent,  salaries,  wages and  expenses
reimbursement  in the  ordinary  course of business at the same levels in effect
prior to such  date,(iv)  incurred any  obligation or liability  (contingent  or
otherwise),  except (A) this Agreement,  (B) normal trade and other  obligations
incurred  in  the  ordinary  course  of  business,  and  (C)  obligations  under
contracts,  agreements  and leases,  the  performance of which have not and will
not,  individually  or in  the  aggregate  exceed  $50,000,  (v)  discharged  or
satisfied  any lien or other  encumbrance  or paid any  obligation  or liability
(fixed or contingent),  except in the ordinary course of business or required by
the terms thereof or in connection with the  transactions  contemplated  herein,
(vi) mortgaged, pledged or subjected to any lien or other encumbrance any of its
assets (whether  tangible or  intangible),  (vii) sold,  assigned,  transferred,
conveyed,  leased or otherwise disposed of or agreed to sell, lease or otherwise
dispose of any of its assets  except for sales of assets for fair  consideration
in the ordinary  course of business,  (viii) canceled or compromised any debt or
claim,  except in the ordinary  course of business,  (ix) waived or released any
rights,  except for waivers or releases made in the ordinary course of business,
(x)  transferred  or granted any rights  under any of its  concessions,  leases,
licenses,   agreements,   patents,   trademarks,   trade  names,   servicemarks,
brandmarks, brand names, copyrights, or with respect to any of its inventions or
know-how,  (xi) made any single  capital  expenditure  in excess of $50,000,  or
entered into any  commitment  therefor,  (xii)  suffered  any  casualty  loss or
damage,  whether  or not  covered by  insurance,  or (xiv)  except as  otherwise
provided in this Subsection (h), entered into any other transaction, contract or
commitment other than in the ordinary course of business.

                      (i)  Taxes.  The  Company  has not yet filed any  federal,
state,  local or foreign  returns  in any  jurisdiction  relating  to any taxes,
assessments,  penalties,  fees,  interest and other governmental  charges on the
Company's properties,  income or franchises  ("Taxes").  The provision for Taxes
payable  reflected on the  Unaudited  Financial  Statements  is adequate for the
payment of all  liabilities  of the Company  for Taxes  through the date of such
Unaudited  Financial  Statements.  In  addition,  the Company has made or by the
Closing  Date,  will have  made,  adequate  provision  for the  payment of Taxes
accrued or accruable through the end of the month preceding the Closing. None of
the income tax returns of the  Company  have been  audited.  The Company has not
executed or filed with any  applicable  taxing  authority any agreement or other
document  having the effect of extending the period for assessment or collection
of any taxes. The Company is not a party to any action or proceeding pending, or
threatened,  by any governmental authority for assessment or collection of taxes
and no claim for assessment or collection of taxes has been asserted against the
Company.  The  Company  is not part of an  Affiliated  Group (as  defined in the
Code).

                      (j)  Litigation.  There are no claims,  actions,  suits or
legal or  administrative  arbitrations  or other  proceedings or  investigations
relating to or pending  against the  Company,  or, to the  Company's  knowledge,
threatened against or affecting the Company, or to which the Company is a party,
before  or by any  Federal,  foreign,  state,  local  or other  governmental  or
non-governmental department,  commission,  board, bureau, agency, court or other
instrumentality,  or by any  private  person or entity,  and,  to the  Company's
knowledge,  there are no facts which  would  provide a basis for any such claim,
action,  suit or  proceeding.  There are no existing or, to the knowledge of the
Company,  threatened  orders,  judgments or decrees of any court or governmental
agency  which  specifically  apply to the  Company or any of its  properties  or
assets.


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                      (k) Labor  Controversies.  The Company has complied in all
material respects with all applicable Federal,  foreign,  state or local laws or
regulations  thereof  relating to wages,  hours,  collective  bargaining and the
payment of Social Security and similar taxes;  and the Company is not liable for
any arrears of wages or any taxes or penalties for failure to comply with any of
the  foregoing.  The Company  has  complied in all  material  respects  with all
applicable Federal, foreign, state or local laws or regulations thereof relating
to  occupational  safety;  and the Company is not liable for any  penalties  for
failure to comply therewith.

                      (l) Patents;  Trademarks,  etc. The Company  possesses all
those  patents,  patent  licenses,   trade  names,   trademarks,   servicemarks,
brandmarks,  brand names, copyrights,  know-how,  formulae and other proprietary
and trade rights  necessary  for the conduct of its  business as now  conducted,
subject to no  restrictions  and without any known  conflict  with the rights of
others,  and to the  knowledge of the Company,  no person or entity has made any
claims or  threatened  that the Company is in violation or  infringement  of any
patent, patent license,  trade name, trademark,  servicemark,  brandmark,  brand
name, copyright,  know-how, formula or other proprietary or trade rights of such
third  party,  and no  assignments,  grants,  or  licenses  to use  such  marks,
copyright, know-how, formulae or trade rights have been granted by the Company.

                      (m)  Compliance with Law.

                               (i) The Company has all governmental licenses and
permits (Federal,  foreign,  state and local) necessary to conduct its business,
and such  licenses  and  permits  are in full  force and  effect.  No notices of
violation  are or have  been  received  with  respect  to any such  licenses  or
permits, and no proceeding is pending or, to the Company's knowledge, threatened
looking toward the revocation or limitation of any such license or permit;

                               (ii)  The  Company  has  duly   complied  in  all
material respects with all applicable Federal, foreign, state and local laws and
regulations relating to the operation of its business; and

                               (iii)  The  Company  has  duly  complied  in  all
material respects with all applicable Federal, foreign, state and local laws and
regulations which have been enacted or adopted relating to the protection of the
environment.

                      (n) No Approvals or Notices  Required;  No Conflicts  With
Instruments.  The execution,  delivery and  performance of this Agreement by the
Company and the consummation by it of the transactions  contemplated hereby will
not (i) constitute a violation (with or without the giving of notice or lapse of
time) of any provision of applicable law, (ii) require any consent,  approval or
authorization of any person or governmental authority, (iii) result in a default
under, acceleration or termination of, or the creation in any party of the right
to accelerate,  terminate,  modify or cancel, any agreement,  lease,  franchise,
permit, note or other restriction, encumbrance, obligation or liability to which
the Company is a party or by which it is bound or to which any of its assets are
subject,  (iv)  result  in the  creation  of any  lien or  encumbrance  upon the
Company's  assets,  (v) conflict  with or result in a breach of or  constitute a
default under any provision of the Company's  Certificate  of  Incorporation  or
Bylaws,  or (vi) conflict with,  result in tortious  interference as a result of
such conflict with, or otherwise  violate,  any contract or arrangement  between
the Company and any other person.

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                      (o) Disclosure.  The Company has not failed to disclose to
Subsidiary or Parent any fact which could  reasonably be  anticipated  to impact
negatively upon Subsidiary's or Parent's decision to enter into this Agreement.

                      (p)   Title  to   Properties;   Absence   of   Liens   and
Encumbrances.  The Company has good and merchantable title to the properties and
assets owned by it, including all property  reflected in the Balance Sheet, free
and clear of all liens,  security interests,  charges,  claims and encumbrances,
other than (i) as may be referred to in the Balance  Sheet or  described  in the
Disclosure  Schedule,  (ii) any liens for taxes not yet due and payable or being
contested in good faith by appropriate proceedings.

                      (q)  Employee Benefit Plans.

                               (i)  The  Company  does  not  currently  have  or
maintain,  and has not in the past maintained,  employee benefit plans ("Benefit
Plans") as defined in Section 3(3) of the Employee  Retirement  Income  Security
Act of 1974, as amended ("ERISA"), or any other bonus, incentive,  retirement or
other employee benefit plans, programs or arrangements,  under which the Company
has any present or future  obligation or liability or under which any current or
former employee of the Company has any present or future rights to benefits;

                               (ii) The Company does not  contribute  to or have
any  present  or  future   obligation  or  liability  in  connection   with  any
multiemployer  plans,  as defined in Section  4001(a)(3)  of ERISA,  or with any
employee  pension benefit plan, as defined in Section 3(2) of ERISA,  subject to
Title IV of ERISA.

                              ARTICLE V - COVENANTS

              5.1 Pre-Closing Covenants. The Company and Parent, as the case may
be, covenant and agree to take the following actions between the date hereof and
the Closing Date:

                      (a) Operation of the Business. Between the date hereof and
the Closing Date, the Company shall:

                               (i)  operate  the  business of the Company in the
ordinary course, consistent with past practices;.

                               (ii)  maintain  such  insurance on the assets and
properties  of the  Company,  and with respect to the conduct of the business of
the  Company,  in such amounts and of such kinds as may be in effect on the date
of this Agreement;

                               (iii) comply with all laws  applicable to it, the
violation of which would have a material adverse effect on its operations.

              Furthermore,  the Company  shall not,  between the date hereof and
the Closing Date, without the express written consent of Parent:


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                               (i)  assume  or  create  a   mortgage,   security
interest,  pledge,  lien or  encumbrance  of or upon  any of the  assets  of the
Company,  except for security  interests or liens arising in the ordinary course
of  business as a matter of law or  contract  for the  purchase of goods not yet
paid for;

                               (ii)  amend,   renew  or  terminate  any  of  the
Company's contracts, agreements,  franchises, permits or licenses, other than in
the ordinary course of business or as may be required by the terms hereof;

                               (iii) sell, lease,  transfer or otherwise dispose
of any of the  properties  or assets of the Company,  other than in the ordinary
course  of  business,  or cancel or  compromise  any debt or claim  owing to the
Company or waive, compromise or release any right relating to the Company;

                               (iv)  institute  or amend any Benefit Plan or any
other bonus, stock option, profit sharing, pension,  retirement or other similar
arrangement or plan, except amendments required by law or amendments required to
prevent the expiration or termination thereof (of which the Company shall notify
Parent);

                               (v)  enter into any employment contract;

                               (vi)  institute or increase any  compensation  or
benefits payable to any officer or employee of the Company, or pay or accrue any
bonus to any such officers or  employees,  except as required by the policies or
agreements listed on the Disclosure Schedule;

                               (vii) knowingly take any action which would cause
any of the  representations  and  warranties  of the Company  contained  in this
Agreement to be untrue as of the Closing Date;

                               (viii)  transfer  or grant  any right  under,  or
enter into any settlement  regarding the breach or infringement of, any license,
patent, copyright, trademark, trade name, invention, franchise or similar right,
or modify any existing right with the respect thereto;

                               (ix)  institute,  settle or agree to  settle  any
litigation,  action or proceeding before any court or governmental body relating
to its business;

                               (x) suffer any change,  event or condition  which
materially  adversely  affects the  condition  (financial  or  otherwise) of the
properties, assets, liabilities, business or prospects of the Company;

                               (xi) incur any obligation, or liability, absolute
or  contingent  or otherwise  relating to the Company,  whether due or to become
due, except  liabilities  incurred in the ordinary course of business and which,
individually or in the aggregate, involve less than $50,000; and

                               (xii) amend,  modify or alter the  Certificate of
Incorporation or Bylaws of the Company.


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                      (b) Investigation. The Company shall permit Parent to make
or cause to be made such  investigation  of the business and  properties  of the
Company and its  financial  and legal  condition  as Parent  deems  necessary or
advisable  to  familiarize   itself  therewith.   Parent  and  its  accountants,
contractors,  counsel  and other  representatives  shall have full access to the
premises, real property, books and records of the Company during normal business
hours.  The officers of the Company shall promptly furnish Parent with access to
such  financial  and  operating  data,   including  bank  records,   information
concerning  the  ownership  of,  title to and  restrictions  upon the use of the
Company's  property,  and other similar information with respect to business and
properties of the Company as may be in their possession and as Parent shall from
time to time reasonably request.

              5.2 Regulatory  Authorizations,  Third Party Consents.  Each Party
will use its reasonable  efforts to obtain as soon as practicable  all consents,
authorizations,  orders and approvals of any governmental  commission,  board or
other  regulatory  body or any other person  required for, or in connection with
the  performance  by it of, this  Agreement  and the  consummation  by it of the
transactions  contemplated  hereby and will cooperate fully with the other party
hereto in assisting it to obtain any such  consent,  authorizations,  orders and
approvals.

              5.3  Additional  Agreements.  Subject to the terms and  conditions
provided  herein,  each of the parties agrees to use its  reasonable  efforts to
take,  or cause to be taken,  all  actions  and to do, or cause to be done,  all
things  necessary,  proper or advisable under applicable laws and regulations to
consummate  and  make  effective,  as  soon  as  reasonably   practicable,   the
transactions  contemplated  by this  Agreement.  In case at any time  after  the
Closing Date any further  action is necessary,  proper or advisable to carry out
the purposes of this  Agreement,  as soon as reasonably  practicable  each party
shall take all such necessary action.

              5.4 No Public  Announcement.  Except as may be required by law, or
as contemplated  by Sections 6.6 and 6.7 hereof,  no party hereto shall make any
public announcement  concerning the transactions  contemplated by this Agreement
without the prior written approval of the other Party,  which approval shall not
be unreasonably withheld.

              5.5 Update of  Disclosure  Schedule.  The Company  shall  promptly
disclose  to  Parent  and  update  the  Disclosure   Schedule  to  indicate  any
developments which make inaccurate any of the  representations and warranties of
the Company contained herein.

                        ARTICLE VI - CONDITIONS PRECEDENT

              6.1 Parent's  Conditions  Precedent.  Parent and Subsidiary  shall
have no obligation  hereunder unless prior to or simultaneously with the Closing
each of the  conditions  set forth in each of the clauses  below shall have been
satisfied or waived.

                      (a) Stockholder  Approval.  This Agreement shall have been
approved by the holders of the Company Common Shares in accordance with the Act.

                      (b)  Representations  and  Warranties of the Company.  The
representations  and warranties of the Company  contained in this Agreement were
true and correct in all material respect

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as of date of this  Agreement and shall also be true and correct in all material
respect at and as of the Closing  Date with the same force and effect as if then
initially made.

                      (c)  Performance  of  Covenants.  The  Company  shall have
performed in all material  respects all  obligations and agreements and complied
in all material respects with all covenants required to be performed or complied
with at or prior to the Closing.

                      (d)  Bring-Down   Certificate.   The  Company  shall  have
delivered to Parent a certificate,  dated the Closing Date,  certifying that all
of the conditions set forth in this Section 7.1 have been satisfied.

                      (e) No Adverse Changes. Between the Balance Sheet Date and
the  Closing  Date,  there  shall have been no  material  adverse  change in the
condition  (financial or  otherwise),  operations,  business or prospects of the
Company.

                      (f)    Authorizations:    Consents.    All    governmental
authorizations  and all consents of other parties required pursuant to the terms
and provisions of any leases, franchises, agreements,  instruments, licenses and
permits in connection with consummation of the transactions  contemplated hereby
shall have been obtained and delivered to Parent,  all in form  satisfactory  to
Parent.

                      (g) Legal  Proceedings:  Injunctions,  etc. At the Closing
Date,  there  shall be no  judgment,  decree,  injunction,  rule or order of any
court,   governmental  department,   commission,   agency,   instrumentality  or
arbitrator   outstanding  against  Parent,   Subsidiary  or  the  Company  which
prohibits, restricts or delays the consummation of the transactions contemplated
by this  Agreement;  and at the Closing Date there shall be no pending  lawsuit,
claim or legal action involving  Parent,  the Subsidiary or the Company relating
to the  transactions  contemplated  by  this  Agreement  which  could  or  would
adversely affect such transaction or Parent, the Subsidiary or the Company.

                      (h)  Resolutions.  The  Company  shall have  delivered  to
Parent  copies  of  resolutions  of its  Board  of  Directors  and  shareholders
authorizing  and approving the execution of this Agreement and the  consummation
of the transactions contemplated hereby.

              6.2  Conditions  Precedent of the Company.  The Company  shall not
have any obligation hereunder unless prior to or simultaneously with the Closing
each of the  conditions set forth in the clauses below shall have been satisfied
or waived.

                      (a) Board of Director Approval.  This Agreement shall have
been  approved by the Board of Directors of Parent and  Subsidiary  and the sole
shareholder of Subsidiary.

                      (b)   Parent's   Representations   and   Warranties.   The
representations  and warranties of Parent  contained in this Agreement were true
and correct at the date of this  Agreement and shall also be true and correct at
and as of the Closing  Date with the same force and effect as if then  initially
made.


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                      (c) Parent's  Certificate.  Parent shall have delivered to
the Company a certificate,  dated the Closing Date,  certifying  that all of the
conditions set forth in this Section 7.2 have been satisfied.

                      (d) Legal  Proceedings;  Injunctions.  etc. At the Closing
Date,  there  shall be no  judgment,  decree,  injunction,  rule or order of any
court,   governmental  department,   commission,   agency,   instrumentality  or
arbitrator  outstanding  against  the  Company  Parent or the  Subsidiary  which
prohibits, restricts or delays the consummation of the transactions contemplated
by this  Agreement;  and at the Closing Date there shall be no pending  lawsuit,
claim or legal action involving the Company or Parent or the Subsidiary relating
to the  transactions  contemplated  by  this  Agreement  which  could  or  would
adversely affect such transaction or the Company.

                      (e)  Resolutions.  Parent  shall  have  delivered  to  the
Company copies of the resolutions of its and the Subsidiary's Board of Directors
authorizing  and approving the execution of this Agreement and the  consummation
of the transactions contemplated hereby.

                             ARTICLE VII - SURVIVAL

              7.1 Survival of Representations and Warranties. The representation
and warranties of the Parties shall not survive the Closing.

                           ARTICLE VIII - TERMINATION

              8.1  Termination  By Parties.  This Agreement may be terminated at
any time prior to the Closing Date:

                      (a) Mutual Consent. By the mutual consent of the Purchaser
and the Company;

                      (b) By  Parent.  By  Parent,  if  any  of  the  conditions
provided  in  Section  7.1  shall  not have  been  satisfied,  complied  with or
performed in any material respect, and Parent shall not have waived such failure
or satisfaction, noncompliance or nonperformance;

                      (c)  By  the  Company.  By  the  Company,  if  any  of the
conditions provided in Section 7.2 shall not have been satisfied,  complied with
or performed in any material respect, and the Company shall not have waived such
failure of satisfaction, noncompliance or nonperformance.

                      (d)  Upset  Date.  By the  Parent  or the  Company  if the
Closing  shall not have  occurred  by February  28,  1997;  providing  that such
terminating party shall not be in default hereunder.

              In the event of any termination  pursuant to Subsections  (b), (c)
or (d) above,  written notice setting forth the reasons therefor shall forthwith
be given by the terminating party to the other party.

              Any termination pursuant to Subsections (b) or (c) above shall not
be a waiver of any rights or remedies otherwise  available under this Agreement,
by operation of law or otherwise to the party who so terminates.

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                           ARTICLE IX - MISCELLANEOUS

              9.1  Headings.  Section  and  other  headings  contained  in  this
Agreement  are for  reference  purposes  only and will not affect in any way the
making of this Agreement or its interpretation.

              9.2  Governing  Law. It is the  intention  of the Parties that the
laws of the State of Utah  (without  giving  effect  to the  choice of law rules
thereof) will govern the validity of this  Agreement,  the  construction  of its
terms and the interpretation of the rights and duties of the parties.

              9.3 Entire Agreement.  This Agreement, the Exhibits hereto and the
Disclosure   Schedule  constitute  the  entire  Agreement  between  the  parties
pertaining to the subject  matter hereof and  supersedes  all prior  agreements,
understandings,  negotiations  and  discussions  whether  oral or written of the
Parties.  All Exhibits to this Agreement and the Disclosure  Schedule constitute
an integral part of this Agreement as if fully written herein.

              9.4  Assignment.  Neither this Agreement nor any rights  hereunder
may be assigned by either Party hereto  without the express  written  consent of
the other Party.

              9.5 Binding  Effect.  Subject to the  provisions  of Section  10.4
hereof,  this  Agreement  will be binding  upon and inure to the  benefit of the
respective  heirs,  personal  representatives,  successors  and  assigns  of the
Parties.

              9.6 Notices.  Any notices or communications  required or permitted
herein will be deemed to have been sufficiently given if delivered personally or
sent by  registered or certified  mail,  postage  prepaid,  or sent by facsimile
(fax) transmission as follows:

If to Parent or Subsidiary:  Wireless Cable & Communications, Inc.
                                                 102 West 500 South
                                                 Salt Lake City, Utah  84101

If to Company:                          Telecom Investment Company
                                                 2936 Sierra Point Place
                                                 Salt Lake City, Utah  84109

Either party may change the address to which notices, requests,  demands, claims
and other communications hereunder are to be delivered by giving the other party
notice in the manner set forth herein.  Any notice,  request,  demand,  claim or
other communication  hereunder shall be deemed delivered on the earlier to occur
of (i) its actual receipt, or (ii) the second business day following its deposit
in the United States mail with postage prepaid and return receipt requested,  or
(iii) the second  business day following its deposit with the overnight  courier
service,  or (iv) the  date it is sent to the  party in  question  by  confirmed
telecopier  transmission  sent  prior to 5:00  p.m.  Mountain  time on a regular
business day.

              9.7 Expenses.  Each party shall bear its own expenses  incurred in
connection with the transactions contemplated by this Agreement, including legal
and accounting fees and expenses.


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              9.8  Counterparts.  This  Agreement may be executed in one or more
counterparts,  each of which shall be deemed an original  instrument  and all of
which together will constitute one and the same instrument.

              9.9  Waivers and Amendments.

                      (a) Extension and Waiver. Parent, on the one hand, and the
Company,  on the other,  may,  by notice to the  other,  (i) extend the time the
observance  and  performance  of any term or provision of this  Agreement on the
other's part to be observed and performed, (ii) waive compliance with, or permit
modified  observance or  performance  of, any of the covenants or obligations of
the other contained in this Agreement.

                      (b) Amendments. This Agreement may be amended, modified or
supplemented  only by a written  instrument  executed by Parent and the Company.
The waiver of a breach or default in the observance and performance of any terms
or  provisions  hereof  shall not  operate  or be  construed  as a waiver of any
subsequent breach or default.

                      (c) Failure to Exercise Rights.  No failure on the part of
any party to exercise, and no delay in exercising, any right or remedy hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such right or remedy by such party  preclude  any other or further  exercise
thereof  or the  exercise  of any  other  right or remedy  by it.  All  remedies
hereunder are cumulative and are not exclusive of any other remedies provided by
law or in equity.

              IN  WITNESS  WHEREOF,  each  of  the  parties  has  executed  this
Agreement on the date first above written.
                                                PARENT:

                                                WIRELESS CABLE & COMMUNICATIONS,
                                                INC.


                                                By: /s/ Lance D'Ambrosio
                                                Its: President


                                                SUBSIDIARY:

                                                NEWWCCI, INC.


                                                By: /s/ Anthony Sansone
                                                Its: Secretary
                                                COMPANY:


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                                                TELECOM INVESTMENT CORPORATION


                                                By: /s/ George D'Ambrosio
                                                Its: Chairman


                                       94