EXHIBIT 10.8

                      JULY 24, 1997 AMENDMENT TO OPTION AND
                            STOCK PURCHASE AGREEMENT




                                    AGREEMENT



     This  Agreement  is entered into as of the 24th day of July,  1997,  by and
between  CARACAS  VIVA  VISION  T.V.,   S.A.   (AViva@)  and  WIRELESS  CABLE  &
COMMUNICATIONS, INC. (AWCCI@).

     A.  WCCI,  Viva  and the  shareholders  of Viva,  including  Comunicaciones
Centuri\n,   S.A.   (ACenturi\n@),   Promotora  Perfil  47  (APP47@)   Caribbean
Communications  Group,  S.A. (ACCG@) and Donald Williams  (AWilliams@)  (CCG and
Williams being hereinafter referred to as Athe Shareholders@), have entered into
an OPTION AND STOCK PURCHASE AGREEMENT,  dated November 8, 1996, as amended (the
AOption Agreement@), pursuant to which Viva and its shareholders granted to WCCI
an option (the AOption@) to acquire all of the outstanding capital stock of Viva
under the terms and conditions contained therein.

     B. Pursuant to the provisions of Section 2(c) of the Option Agreement,  the
Shareholders are entitled to receive, as the exercise price for the Option, cash
and shares of the capital stock of WCCI (the AOption Consideration@).

     C.  WCCI and the  Shareholders  have  agreed to  modify  the  consideration
specified  in such  Section  2(c) of the  Option  Agreement,  and the amount the
Shareholders will receive for the exercise of the Option.

     D. WCCI and the Shareholders  desire to memorialize the modification of the
terms of the Option  Agreement as between them by entering into this  Agreement,
and Viva desires to acknowledge such amendment between WCCI and the Shareholders
by executing this  Agreement in accordance  with the provisions of Section 11(j)
of the Option Agreement.

     NOW,  THEREFORE,  in consideration of the promises and covenants  contained
herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, WCCI and the Shareholders agree as
follows:

     1.  Defined  Terms.  All  initially  capitalized  terms not defined in this
Agreement  will  have the  meanings  given  them in the  Option  Agreement.  For
purposes of this Agreement,  the term "PASJ Investment  Amount" shall mean, with
respect to WCCI's common shares,  the amount per common share  initially paid or
to be paid by Petrolera  Argentina San Jorge,  S.A. ("PASJ") with respect to the
common stock  portion of its proposed  investment in WCCI in exchange for equity
securities of WCCI (the "PASJ  Investment").  All monetary  amounts set forth in
this Agreement are in United States dollars.

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     2.  Amendment  as Between  WCCI and the  Shareholders.  The parties  hereby
modify and amend, as between WCCI and the  Shareholders and only as between WCCI
and the Shareholders (and not with respect to PP47),  Section 2(c) of the Option
Agreement  to such  extent and in such manner as will give full force and effect
to the provisions of paragraph 3 below, and Section 2(c) of the Option Agreement
shall be of no further force or effect as between WCCI and the Shareholders (and
only as to WCCI and the Shareholders,  and not PP47) to the extent contradictory
with or to paragraph 3 below.  Understanding  therefore that the portion of VIVA
which is owned directly or indirectly by PP47 is not affected by this Agreement.

     3.  Shareholder  Exercise  Price.  Upon and subject to the  reversal of the
transaction  pursuant to which Centuri\n acquired its interest in VIVA, and upon
the exercise of the Option, WCCI agrees to pay to the Holding Agent on behalf of
the  Shareholders,  and at the Closing for  disbursement to the  Shareholders as
provided in and subject to the further  provisions of the Option Agreement,  and
as consideration upon the exercise of the Option by WCCI, the following:

              (a) Cash.  The amount of $216,485  Dollars of the United States in
cash, or by cashiers check, wire transfer, or other acceptable means for payment
(the ACash Portion@); and

              (b) Common  Stock.  Such  number of fully paid and  non-assessable
common  shares  of WCCI as shall  have an  aggregate  value of  $3,550,000  (the
ACommon  Stock@).  The number of WCCI common shares  comprising the Common Stock
shall be determined by dividing  $3,550,000  by the PASJ  Investment  Amount for
WCCI common shares; and

              (c) Preferred Stock. Three Hundred  Fifty-Five  Thousand (355,000)
fully paid and non-assessable  Series B preferred shares of WCCI (the APreferred
Stock@). The rights, preferences and privileges of the Series B preferred shares
shall be governed by the Designation of that series filed with the Office of the
Secretary of State of Nevada.

WCCI's  delivery  to the  Holding  Agent on  behalf of the  Shareholders  of the
consideration set forth in this paragraph 3 shall constitute  effective delivery
of such consideration to the Shareholders. WCCI shall not be obligated to see to
the division or relative  distribution of such consideration as between or among
the  Shareholders.  The  Shareholders=  obligation  to  deliver a portion of the
Exercise  Price into an escrow  account to be  governed in  accordance  with the
terms of the Escrow  Agreement  shall be satisfied by the delivery to the Escrow
Agent of a portion of the Common Stock and Preferred Stock having a value, based
on the PASJ  Investment  Amount for WCCI=s common shares and a $10 value for the
Preferred  Stock, of $800,000,  one-half of which value shall be in Common Stock
and one-half of which value shall be in Preferred Stock.

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     4.  Further  Actions.  As further  consideration  for the  execution by the
parties of this Agreement, they agree as follows:

              (a)  Employment  Agreement.  WCCI and Williams shall enter into an
employment agreement in the United States for services to be performed on behalf
of WCCI in the United States  pursuant to which WCCI will engage Williams to act
in an executive  capacity in Latin  American  Operations  of WCCI during the one
year period commencing  August 1, 1997 and at an annual salary of $120,000.  The
employment  agreement  shall  contain  standard  provisions  normally  found  in
employment   agreements,   including   provisions   relating   to   termination,
non-competition and Williams' duties and obligations.

              (b) WCCI  Investment  in Viva.  During  the first  year  after the
Closing of the Option  Agreement,  WCCI and/or its affiliates  will provide Viva
with  financing (in the form of loans,  capital  contributions,  arranged  third
party financing  and/or otherwise as WCCI shall determine) in an amount equal to
$1.5  million  budgeted  for such  period,  as  determined  by  WCCI's  board of
directors.  During the second and third  years  after the  Closing of the Option
Agreement,  WCCI and/or its affiliates  will provide  financing to Viva based on
such  operating  budgets  as shall be  approved  by WCCI's  board of  directors.
Notwithstanding  the foregoing,  WCCI=s obligation to fund all or any portion of
the  amounts  set forth in this  paragraph  4(b)  shall be  contingent  upon the
existence of no adverse  events in Venezuela  or the  telecommunications  market
which would render any such investments  imprudent based on the determination of
WCCI=s Board of Directors.

              (c) Board Seat.  Unless  waived in writing by Williams,  until the
earlier of the third  anniversary  of the  Closing of the  Option  Agreement  or
immediately  preceding the closing of an underwritten public offering registered
with the Securities and Exchange Commission (on a form other then Forms S-4, S-8
or similar  forms) which results in net proceeds to WCCI of at least $15 million
and a market  capitalization  (post money) of at least $50 million,  the Company
shall use its best  efforts to elect one person  designated  by  Williams to its
board of directors. In connection therewith,  WCCI shall use its best efforts to
deliver to Williams an executed Shareholders  Agreement,  in the form of Exhibit
AA@ attached hereto,  relating to the agreement of certain  shareholders of WCCI
to vote their equity  securities  in WCCI in favor of Williams'  designee in any
such election of WCCI=s board of directors.

     5.  Ratification  of  Option  Agreement.  Except as  specifically  provided
herein,  each of the parties  hereto  hereby  ratifies and affirms the terms and
conditions  of the  Option  Agreement,  which  are  incorporated  herein by this
reference.

     6. Further Actions. The Shareholders hereby agree to use their best efforts
(which shall include, without limitation, voting any equity securities they hold
in  Centuri\n)  to cause  the  reversal  of the  transaction  whereby  Centuri\n
acquired its interest in VIVA.  The  securities  to be acquired by WCCI upon the
exercise of the Option shall be deemed to include all interests  presently  held
by the Shareholders in VIVA and all interests acquired by reason of the reversal
of the Centuri\n transaction.

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     IN WITNESS  WHEREOF,  this Agreement has been executed as of the date first
above written.

     CARACAS VIVA VISION T.V., S.A.

     By:  /s/Donald A. Williams
     Its:  President


     WIRELESS CABLE & COMMUNICATIONS, INC.

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

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