EXHIBIT 10.9

                     AUGUST 13, 1997 AMENDMENT TO OPTION AND
                            STOCK PURCHASE AGREEMENT


                                 August 13, 1997



     Mr. Lance D'Ambrosio
     Wireless Cable & Communications, Inc.
     102 West 500 South, Suite 320
     Salt Lake City, Utah  84101

     Re:..........................Caracas Viva Vision TV, S.A.

     Dear Lance:

                      On November 8, 1996, Wireless Cable & Communications, Inc.
     ("WCCI")  entered  into  an  Option  and  Stock  Purchase   Agreement  (the
     AAgreement@) with the shareholders of Caracas Viva Vision TV, S.A. ("Viva")
     for the purchase of their shares in Viva.  On July 24, 1997,  WCCI and Viva
     entered into an agreement (the AJuly Amendment@)  which modified,  as among
     WCCI,  Caribbean  Communications  Group,  S.A.  ("CCG") and Donald Williams
     ("Williams"),  the  consideration  that CCG and Williams would receive upon
     WCCI's exercise of the option.

                      Based on the  parties=  further  negotiations,  they  have
     agreed to another amendment of the consideration to be paid to Williams and
     CCG at the closing of the Agreement.  The parties= present  agreement is as
     follows:

     a) Instead of delivering $216,485 at closing,  WCCI will deliver the amount
     of  $400,000.  Or of that amount,  $200,000  will be in the form of cash or
     other  readily  available  funds,  and  the  balance   ($200,000)  will  be
     represented  by a  promissory  note in the form of Exhibit "A" hereto.  The
     entire $400,000 will be made payable to CCG.

     (b) Instead of  delivering  WCCI common  shares  having an aggregate  value
     (based on the PASJ Investment  Amount, as defined in the July Amendment) of
     $3,550,000, WCCI will deliver to CCG and Williams WCCI common shares having
     an  aggregate  value  of  $3,548,250.  Common  shares  having  a  value  of
     $1,623,250  will be  delivered to CCG and common  shares  having a value of
     $1,925,000 will be delivered to Williams.

     (c)  Instead  of WCCI  delivering  355,000  Series B  preferred  shares  to
     Williams and CCG, it will deliver  354,825 Series B preferred  shares.  CCG
     will receive 162,325 of those shares,  and Williams will receive 192,500 of
     those shares.

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                      The   parties   further    understand   and   agree   that
     Comunicaciones  Centuri\n S.A. has loaned Viva certain  amounts,  which are
     not  reflected  on the  financial  statements  delivered  by Viva  upon the
     execution  of the  Agreement in November of 1996 and which arose after that
     date.  The  parties  shall  promptly  determine  the  exact  amount  of the
     Centuri\n  loans,  which in all  events  shall be  limited  to no more than
     $400,000.  All such amounts shall be due and payable no earlier than August
     15, 2000.

                      Except  as set forth in this  letter,  the  Agreement,  as
     amended  (including  by the July  Amendment),  remains  in full  force  and
     effect.

                      If WCCI  agrees  to the  amendments  to the  Agreement  as
     described herein, please signify that agreement by executing this letter in
     the space provided below.

                                                Sincerely,

                                                Caracas Viva Vision TV, S.A.
                                                By:      /s/Donald A. Williams
                                                Its:       President


     ACCEPTED AND AGREED:

     Wireless Cable & Communications, Inc.

     By:      /s/ Lance D=Ambrosio
     Its:      CEO
     Dated: 8/13/97

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