STOCK PURCHASE  AGREEMENT BETWEEN FONDELEC ESSENTIAL SERVICES GROWTH FUND, L.P.,
PEGASUS FUND, L.P. AND THE COMPANY

<PAGE>

                           STOCK PURCHASE AGREEMENT


         THIS STOCK  PURCHASE  AGREEMENT is effective as of November 1, 1997, by
and between  WIRELESS CABLE &  COMMUNICATIONS,  INC., a Nevada  corporation (the
"Company"),  on the one hand, and FONDELEC ESSENTIAL SERVICES GROWTH FUND, L.P.,
a Delaware  limited  partnership,  and PEGASUS  FUND,  L.P.,  a New York limited
partnership,  (collectively  the  "Investor"),  on the other  hand;  and for the
limited purposes of Section 13 hereof, George D'Ambrosio,  Lance D'Ambrosio, and
Troy D'Ambrosio (the  "D'Ambrosios").  The Company and the Investor are referred
to collectively herein as the "Parties" and singularly as a "Party."


         WHEREAS,  the  Company  desires  to sell the  Shares,  as set  forth on
Exhibit "A," to the Investor,  and the Investor  desires to purchase such Shares
from the Company, on the terms and conditions contained herein.


         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
promises herein made, and in consideration of the  representations,  warranties,
and covenants herein contained, the Parties agree as follows.


         1. Definitions.  When used in this Agreement, the following terms shall
         have the meanings set forth in this Section 1:


         "Adverse Consequences" means all actions, suits, proceedings, hearings,
investigations,  charges, complaints, claims, demands, injunctions,  restraining
orders, judgments,  orders, decrees,  rulings, damages, dues, penalties,  fines,
costs,  amounts paid in  settlement,  Liabilities,  obligations,  Taxes,  liens,
losses,  expenses,  and fees,  including  court  costs and  attorneys'  fees and
expenses.


         "Affiliate"  of a Person shall mean any other Person that,  directly or
indirectly, Controls or is Controlled by that Person, or is Under Common Control
With that Person or any such other Person,  or succeeds to all or  substantially
all of the business or assets of such  Person.  The term  "Control"  (including,
with  correlative  meaning,  the terms  "Controlled by" or "Under Common Control
With"),  as used with respect to any Person,  means the possession,  directly or
indirectly,  of the power to direct or cause the direction of the management and
policies of such Person through the ownership of voting securities,  by contract
or otherwise.
<PAGE>

         "Agreement"   means  this  Stock   Purchase   Agreement,   as  amended,
supplemented or otherwise modified from time to time.


         "Basis"  means  any  past or  present  fact,  situation,  circumstance,
status,  condition,  activity,  practice,  plan,  occurrence,  event,  incident,
action,  failure to act, or  transaction  that forms or could form the reason or
catalyst for any specified consequence.


         "Best  Efforts"  means the taking by a Party of such action as would be
in accordance with reasonable  commercial practices as applied to the particular
matter in  question  to achieve  the  result as  expeditiously  as  practicable;
provided,  however,  that such  actions  shall not  include  the  incurrence  of
unreasonable expense.


         "Business"  means the  business and  operations  of the Company and its
Subsidiaries,  as described in the  Company's  annual  report on Form 10-KSB for
1996,  as amended,  and  quarterly  reports on Form 10-QSB for the periods ended
March 31,  1997,  June 30,  1997,  and  September  30,  1997,  as filed with the
Securities and Exchange Commission.


         "Channel License" shall mean any license granted by any Local Authority
to operate a Channel  with  respect to the  Business.  The Channel  Licenses are
identified on Section 4(e) of Annex I.

<PAGE>

         "Channels" means the classes of microwave  frequencies  licensed by any
Local Authority  pursuant to the Channel  Licenses used for the  transmission or
delivery of instructional,  cultural, educational and/or commercial audio, video
or data programming or transmission (including,  without limitation,  MDS, MVDS,
LMDS, Private Cable Channels and/or MMDS services), which Channels are set forth
on Section 4(e) of Annex I. "LMDS" means local multi-point distribution service,
a  transmission   service  licensed  by  Local  Authority  typically  using  the
frequencies  of 26 through 31 GHz and rendered on microwave  frequencies  from a
fixed transmitter location simultaneously to multiple receiving facilities or in
connection  with  a  low-earth  orbiting  satellite   distribution   system  for
commercial data and/or video and/or audio  programming,  or any equivalent Local
Law domestic transmission service. "MDS" means multi-point distribution service,
a  transmission   service  licensed  by  Local  Authority  typically  using  the
frequencies of 2.15 through 2.165 GHz and rendered on microwave frequencies from
a primary  fixed  transmitter  location  simultaneously  to  multiple  receiving
facilities and used primarily for the  distribution of commercial  data,  and/or
video  and/or  audio   programming,   or  any  equivalent   Local  Law  domestic
transmission  service.  "MMDS"  means  multi-channel   multi-point  distribution
service, a transmission  service licensed by Local Authority typically using the
frequencies of 2.5 through 2.7 GHz and rendered on microwave  frequencies from a
fixed transmitter location simultaneously to multiple receiving facilities, used
primarily for the  distribution  of commercial  data,  and/or video and/or audio
programming  and any equivalent  Local Law  transmission  service.  "MVDS" means
multi-point video distribution service, a transmission service licensed by Local
Authority  typically using the frequencies of 37.5 through 42.5 GHz and rendered
on microwave  frequencies from a fixed  transmitter  location  simultaneously to
multiple receiving facilities, used primarily for the distribution of commercial
data,  and/or  video  and/or  audio  programming,  or any  equivalent  Local Law
domestic transmission service.  "Private Cable Channels" means multi-point video
distribution  services,  a  transmission  service  licensed  by Local  Authority
typically  using the  frequencies  of  approximately  17.9 through 18.64 GHz and
rendered  on   microwave   frequencies   from  a  fixed   transmitter   location
simultaneously  to  multiple  receiving  facilities,   used  primarily  for  the
distribution of commercial data, and/or video and/or audio  programming,  or any
equivalent Local Law transmission service.


         "Closing" has the meaning set forth in Section 2(c).
<PAGE>


         "Closing Date" has the meaning set forth in Section 2(c).


         "Common  Share  Equivalent  Basis" means,  when  calculating a person's
percentage  ownership of the Company's  outstanding  securities,  the percentage
determined  assuming the  conversion of all securities of the Company other than
common shares into shares of common stock based on the conversion rights of such
shares or, if none, based on the voting rights of such shares in relation to the
Company's common shares.


         "Confidential   Information"  means  any  information   concerning  the
businesses  and  affairs of a Party that is not  already  known by or  generally
available to the public.


         "Employee   Benefit   Plan"   means  any  (a)   nonqualified   deferred
compensation  or retirement  plan or  arrangement  which is an employee  pension
benefit plan, (b) qualified defined contribution  retirement plan or arrangement
within the meaning of Section 3(2) of the Employee  Retirement  Income  Security
Act of 1974,  as amended  ("ERISA"),  or any similar  Local Law  (including  any
Multiemployer Plan), or (c) any benefit plan within the meaning of ERISA Section
3(1), and any equivalent provision of Local Law, or material fringe benefit plan
or program.


         "Environmental,   Health,   and  Safety  Laws"  means  all  Local  Laws
concerning pollution or protection of the environment, public health and safety,
or employee  and/or  workplace  health and safety,  including  laws  relating to
emissions,   discharges,   releases,   or  threatened  releases  of  pollutants,
contaminants, or chemical,  industrial,  hazardous, or toxic materials or wastes
into ambient air, surface water, ground water, or lands or otherwise relating to
the manufacture,  processing,  distribution,  use, treatment, storage, disposal,
transport,  or handling of pollutants,  contaminants,  or chemical,  industrial,
hazardous, or toxic materials or wastes.


         "Financial Statements" has the meaning set forth in Section 4(g).


         "GAAP" means United States generally accepted accounting principles, as
in effect from time to time.
<PAGE>


         "Indemnified Party" has the meaning set forth in Section 9(d).


         "Indemnifying Party" has the meaning set forth in Section 9(d).


         "Intellectual Property" means (a) all inventions (whether patentable or
unpatentable  and whether or not reduced to practice),  and all patents,  patent
applications,   and  patent   disclosures,   together   with  all   reissuances,
continuations,  revisions,  extensions,  and  reexaminations  thereof,  (b)  all
trademarks,  service marks,  logos,  trade names, and corporate names,  together
with all translations, adaptations, including all goodwill associated therewith,
and all applications,  registrations,  and renewals in connection therewith, (c)
all  copyrightable  works,  all copyrights,  and all  applications in connection
therewith,   (d)  all  trade  secrets  and  confidential   business  information
(including ideas, research and development,  know-how,  technical data, designs,
customer  and supplier  lists,  pricing and cost  information,  and business and
marketing  plans),  (e) all other  proprietary  rights,  and (f) all  copies and
tangible embodiments thereof.


         "Knowledge" means actual knowledge after reasonable investigation. With
respect  to an entity,  "Knowledge"  means  actual  knowledge  after  reasonable
investigation  by the entity's  executive  officers and  directors,  partners or
control persons.


         "Liability" means any liability (whether known or unknown,  asserted or
unasserted,   absolute  or  contingent,  accrued  or  unaccrued,  liquidated  or
unliquidated, and whether due or to become due), whether based on contract, tort
or Local Law, including any liability for Taxes.


         "License  Conditions" means, with respect to any Channel License,  that
(a) such  license is in full force and effect  under Local Law, (b) there are no
expired  authorizations  where the  licensee is seeking  reinstatement,  nor are
there any pending term extension requests,  (c) where required, the licensee has
built facilities pursuant to the licensee's initial authorization, and (d) there
are no  violations  of any Local Law with respect to such Channel  License which
would have an Adverse  Consequence  upon the right or ability of the  Company or
its Subsidiaries to operate thereunder.
<PAGE>


         "Local Authority" means any governmental agency,  authority,  division,
or service having authority, control or jurisdiction over a particular matter or
event.


         "Local Law" means all applicable statutes, rules, regulations,  orders,
decrees, codes, rulings,  charges,  injunctions,  codes, judgments and laws of a
Local Authority.


         "Material  Contracts"  means all  Channel  Licenses,  Permits,  Leases,
agreements, contracts,  understandings,  instruments, licenses, written or oral,
which are related to the  continuing  conduct and  operation of the Business and
which,  if not  available  to the  Company  or its  Subsidiaries,  would  have a
material  adverse effect upon the ability of the Company to operate the Business
in substantially the same manner as it is now conducted.


         "Most Recent Financial Statements" has the meaning set forth in Section
         4(g).


         "Most  Recent  Fiscal  Month End" has the  meaning set forth in Section
         4(g).


         "Most  Recent  Fiscal  Year End" has the  meaning  set forth in Section
         4(g).


         "Non-Dilutive  Transactions"  shall have the meaning  ascribed to it by
the Stock Purchase Agreement by and between the Company and Petrolera  Argentina
San Jorge S.A., dated the 1st day of August, 1997.


         "Ordinary  Course of Business"  means the  ordinary  course of business
consistent with past custom and practice (including with respect to quantity and
frequency).

<PAGE>

         "Permits" means all rights, franchises, permits, authorities, licenses,
certificates  of approval or  authorizations  (including  licenses)  issuable by
Local Authority,  including Channel Licenses,  and which, pursuant to Local Law,
authorize a Person  lawfully to conduct  and operate its  business as  currently
conducted and to own, and/or lease and use its assets.


         "Permitted  Stock" means the issuance to Petrolera  Argentina San Jorge
S.A.  ("Petrolera") of additional  equity  securities of the Company pursuant to
the terms of that  certain  Stock  Purchase  Agreement  between  the Company and
Petrolera  dated  August  1, 1997 and the  Certificate  of  Contingent  Interest
delivered in connection therewith.


         "Person" means an individual, corporation,  partnership, joint venture,
trust,  association,   unincorporated   organization  or  any  other  entity  or
governmental body or subdivision,  agency,  commission or authority thereof,  or
any equivalent entity under Local law;


         "Preemptive  Right  Exemptions"  has the  meaning  set forth in Section
         12(a).


         "Purchase Price" has the meaning set forth in Section 2(b).


         "Securities  Act" means the United  States  Securities  Act of 1933, as
         amended.


         "Security  Interest"  means any mortgage,  pledge,  lien,  encumbrance,
charge, or other security  interest,  other than (a) mechanic's,  materialmen's,
and similar liens, (b) liens for Taxes not yet due and payable or for Taxes that
the taxpayer is contesting in good faith through  appropriate  proceedings,  (c)
purchase  money liens and liens  securing  rental  payments  under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money.


         "Shares" means  1,487,067 of the authorized but unissued  shares of the
common stock of the Company,  par value $.01,  and 250,049 of the authorized but
unissued shares of the Series A Preferred Stock of the Company,  par value $.01,
to be acquired by Investor hereunder, as set forth on Exhibit "A".
<PAGE>


         "Subsidiary" or "Subsidiaries"  means the entities described in Section
         4(f) of Annex I.


         "Tax Return" means any return,  declaration,  report, claim for refund,
or information return or statement relating to Taxes,  including any schedule or
attachment thereto, and including any amendment thereof.


         "Tax"  means any  federal,  state,  local,  or  foreign  income,  gross
receipts,  license, payroll,  employment,  excise, severance, stamp, occupation,
premium,  windfall  profits,  environmental,   customs  duties,  capital  stock,
franchise,  profits,  withholding,  social security (or similar),  unemployment,
disability,   real  property,   personal   property,   sales,   use,   transfer,
registration,  value added,  alternative or add-on minimum,  estimated, or other
tax of any  kind  whatsoever,  including  any  interest,  penalty,  or  addition
thereto, whether disputed or not, and any Local Law equivalent thereof.


         "Third Party Claim" has the meaning set forth in Section 9(d).


         "Updated  Financial  Statements"  has the  meaning set forth in Section
         8(a)(v).


         2.       Purchase and Sale of Shares


                  (a)  Basic  Transaction.  On  and  subject  to the  terms  and
         conditions  of this  Agreement,  Investor  agrees to purchase  from the
         Company, and the Company agrees to sell to the Investor, the Shares for
         the consideration specified in Section 2(b).

                  (b) Purchase  Price.  Investor agrees to pay and contribute to
         the Company, at the Closing,  U.S. Five Million Two Hundred Forty-Eight
         Thousand Seven Hundred Ninety-Five  ($5,248,795) Dollars (the "Purchase
         Price") by  delivery  of cash  payable by wire  transfer or delivery of
         other  immediately  available  funds.  The investment  shall be made as
         follows:
<PAGE>


                  i. Fondelec  Essential  Services  Growth Fund,  L.P. shall pay
         Four  Million  Nine  Hundred   Forty-Eight   Thousand   Seven   Hundred
         Ninety-Five Dollars ($4,948,795);


                  ii.  Pegasus  Fund,  L.P.  shall  pay Three  Hundred  Thousand
         Dollars ($300,000).


                  (c) The Closing. The closing of the transactions  contemplated
by this  Agreement  (the  "Closing")  shall take place at the offices of Parsons
Behle & Latimer  in Salt Lake  City,  Utah,  or at such  other  location  as the
Parties determine, commencing at 10:00 a.m. local time on the third business day
following the satisfaction or waiver of all conditions to the obligations of the
Parties  to  consummate  the  transactions   contemplated   hereby  (other  than
conditions  with  respect to actions  the  respective  Parties  will take at the
Closing  itself) or such other date as the Company  and  Investor  may  mutually
determine (the "Closing Date");  provided,  however, that the Closing Date shall
be no later than February 23, 1998.


                  (d) Deliveries at the Closing At the Closing,  (i) the Company
will deliver to the Investor one or more  certificates  representing  the Shares
and the various certificates,  instruments, and documents referred to in Section
8(a) below, and (ii) the Investor will deliver to the Company the Purchase Price
and the various certificates,  instruments, and documents referred to in Section
8(b).


         3. Representations and Warranties of Investor.  Investor represents and
warrants to the Company  that the  statements  contained  in this  Section 3 are
correct and  complete as of the date of this  Agreement  and will be correct and
complete as of the  Closing  Date (as though made then and as though the Closing
Date were substituted for the date of this Agreement throughout this Section 3).


                  (a)  Organization  of the Investor.  Investor is a corporation
duly  organized,  validly  existing,  and in good standing under the laws of the
State of Delaware.
<PAGE>

                  (b) Authorization of Transaction.  Investor has full power and
authority  (including full corporate power and authority) to execute and deliver
this Agreement and to perform its obligations hereunder. This Agreement has been
duly  authorized and executed by Investor and  constitutes the valid and legally
binding  obligation of Investor,  enforceable  in accordance  with its terms and
conditions.  Investor  need not give any notice to,  make any  filing  with,  or
obtain any authorization,  consent,  or approval of any Local Authority in order
to consummate the transactions contemplated by this Agreement.


                  (c)  Noncontravention.  Neither the execution and the delivery
of this Agreement, nor the consummation of the transactions contemplated hereby,
will (i)  violate  any  constitution,  statute,  regulation,  rule,  injunction,
judgment, order, decree, ruling, charge, or other restriction of any government,
governmental  agency,  or court to which Investor is subject or any provision of
its charter or other  organization  documents or bylaws or (ii)  conflict  with,
result in a breach of,  constitute a default under,  result in the  acceleration
of, create in any party the right to accelerate,  terminate,  modify, or cancel,
or require any notice under any agreement, contract, lease, license, instrument,
or other  arrangement to which Investor is a party or by which it is bound or to
which any of its assets is subject  and which,  if  conflicted  with,  breached,
defaulted, accelerated,  terminated, modified or canceled, would have a material
adverse effect on the ability of Investor to perform hereunder.


                  (d) Brokers' Fees.  Investor has no Liability or obligation to
pay any fees or commissions to any broker,  finder, or agent with respect to the
transactions  contemplated  by this Agreement for which the Company could become
liable or obligated.
<PAGE>

                  (e) Investment  Intent.  Investor  understands that the Shares
have not been  registered  under the Securities  Act.  Investor is acquiring the
Shares without a view to or for sale in connection with any distribution thereof
within the meaning of the Securities Act. The Shares will constitute "restricted
securities" under the Securities Act, and may not be resold without registration
under, or the availability of an exemption from, the  registration  requirements
of the Securities Act and similar Local Laws. The Investor represents that it is
familiar  with  Securities  and  Exchange  Commission  Rule 144, as presently in
effect,  and  understands  the resell  limitations  imposed  thereby  and by the
Securities  Act.  Without  limiting  the   representations  set  forth  in  this
paragraph,  the Investor will make no  disposition  of all or any portion of the
Shares  unless  and until (i) there is then in effect a  registration  statement
under the Securities Act covering such proposed disposition and such disposition
is made in accordance with such  registration  statement;  or (ii) such Investor
shall have  notified  the  Company of the  proposed  disposition  and shall have
furnished  the Company with a statement  of the  circumstances  surrounding  the
proposed  disposition and, if requested by the Company,  the Investor shall have
furnished the Company with an opinion of counsel, reasonably satisfactory to the
Company,   that  such  disposition  does  not  require  registration  under  the
Securities Act.


                  (f)  Restrictive   Legend.  The  certificate  or  certificates
evidencing the Shares may bear a legend in substantially the following form:


                  THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
                  ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED
                  OR TRANSFERRED  UNLESS THE SAME ARE REGISTERED UNDER
                  THE SECURITIES ACT OF 1933, OR THE COMPANY  RECEIVES
                  AN OPINION FROM COUNSEL SATISFACTORY TO IT THAT SUCH
                  REGISTRATION IS NOT REQUIRED FOR SALE OR TRANSFER OR
                  THAT THE  SHARES  HAVE BEEN  LEGALLY  SOLD IN BROKER
                  TRANSACTIONS  PURSUANT  TO RULE 144 OF THE RULES AND
                  REGULATIONS   OF   THE   SECURITIES   AND   EXCHANGE
                  COMMISSION  PROMULGATED  UNDER THE SECURITIES ACT OF
                  1933.


                  (g)  Information.  The  Investor  has had the  opportunity  to
review the  Company's  Form  10-KSB for the year ended  December  31,  1996,  as
amended,  and  quarterly  reports on Form 10-QSB for the periods ended March 31,
1997,  June 30, 1997,  and September 30, 1997, as filed with the  Securities and
Exchange  Commission pursuant to the Securities Act, and to ask questions of and
receive answers from the Company regarding the Business.
<PAGE>

                  (h)  Accredited  Investor.  The  Investor  is  an  "accredited
investor,"  as that  term is  defined  in  Regulation  D  promulgated  under the
Securities Act, can bear the risk of its investment in the Shares,  and has such
knowledge and experience in financial and/or business matters that it is capable
of evaluating the merits and risks of an investment in the Shares.


         4.  Representations  and  Warranties  Concerning  the  Company  and its
Subsidiaries The Company represents and warrants to Investor that the statements
contained  in this  Section 4 are  correct  and  complete as of the date of this
Agreement  and will be correct and  complete  as of the Closing  Date (as though
made then and as though the Closing Date were  substituted  for the date of this
Agreement throughout this Section 4), except as set forth in Annex I attached.


                  (a) Organization,  Qualification, and Corporate Power. Each of
the  Company and its  Subsidiaries  is a  corporation  duly  organized,  validly
existing, and in good standing under the laws of the place of its incorporation.
Each of the Company and its  Subsidiaries is duly authorized to conduct business
and is in  good  standing  under  the  laws  of  each  jurisdiction  where  such
qualification is required, except where the failure to be so qualified (i) would
not have a material  adverse  effect on the  Company and its  Subsidiaries  on a
consolidated  basis,  (ii) can be remedied without material  expense,  and (iii)
will not render any Material Contract unenforceable.


                  (b)  Authorization of Transaction.  The Company has full power
and authority  (including  full  corporate  power and  authority) to execute and
deliver this Agreement and to perform its obligations hereunder.  This Agreement
has been duly  authorized and executed by the Company and  constitutes the valid
and legally  binding  obligation of the Company,  enforceable in accordance with
its terms and  conditions.  The  Company  need not give any notice to,  make any
filing  with,  or obtain any  authorization,  consent,  or approval of any Local
Authority  in  order  to  consummate  the  transactions   contemplated  by  this
Agreement.

<PAGE>
                  (c) Capitalization. The entire authorized capital stock of the
Company  consists of  15,000,000  shares of common  stock,  par value $.01,  and
5,000,000  shares of preferred  stock,  par value $.01, of which 4,250,000 shall
have been  designated  Series A  Preferred  Shares and  750,000  shall have been
designated  Series B Preferred  Shares.  Prior to the  issuance of the Shares as
contemplated  hereby  (i)  6,659,018  shares of common  stock will be issued and
outstanding,  (ii)  2,590,627  Series A  Preferred  Shares  will be  issued  and
outstanding;  and (iii)  354,825  Series B  Preferred  Shares will be issued and
outstanding.  All of the issued and outstanding shares of common stock, Series A
Preferred  Stock and  Series B  Preferred  Stock of the  Company  have been duly
authorized, are validly issued, fully paid, and are nonassessable,  and are held
of record by the shareholders in the amounts  reflected in Section 4(c) of Annex
I hereto.  There are no outstanding or authorized  options,  warrants,  purchase
rights,  subscription  rights,  conversion  rights,  exchange  rights,  or other
contracts  or  commitments  that  could  require  the  Company  or  any  of  its
Subsidiaries  to issue,  sell,  or  otherwise  cause to become  outstanding  any
additional or other capital stock.  Notwithstanding the preceding,  the Investor
acknowledges  that  pursuant to the  provisions  of a Stock  Purchase  Agreement
between the Company and Petrolera Argentina San Jorge, S.A. ("Petrolera"), dated
August 1, 1997, the consummation of the transactions  contemplated  herein shall
constitute a Non-Dilutive Transaction and shall obligate the Company to issue to
Petrolera the number of Series A Preferred Stock and Common Stock  sufficient to
provide  Petrolera,  in the aggregate with its present  holdings in the Company,
with  eighteen  percent  (18%)  of the  outstanding  capital  securities  of the
Company. Following the issuance of the Series A Preferred Stock and Common Stock
to Petrolera pursuant to the Non-Dilutive Transaction requirements,  the Company
shall be under no further  obligation to issue any shares under the non-dilution
transaction  provisions,  other than as otherwise disclosed herein. There are no
outstanding   or  authorized   stock   appreciation,   phantom   stock,   profit
participation,  or similar  rights  with  respect  to the  Company or any of its
Subsidiaries.  To the  Knowledge  of the  Company,  there are no voting  trusts,
proxies, or other agreements or understandings with respect to the voting of the
capital  stock of the  Company  or any of its  Subsidiaries.  The  Shares,  when
issued,  sold and delivered by the Company in accordance  with the terms of this
Agreement, will be duly and validly issued, fully paid and non-assessable shares
of the capital stock of the Company.

<PAGE>
                  (d)  Noncontravention.  Neither the execution and the delivery
of this Agreement, nor the consummation of the transactions contemplated hereby,
will (i)  violate  any  constitution,  statute,  regulation,  rule,  injunction,
judgment, order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which the Company or any of its Subsidiaries is
subject or any provision of the charter or  organizational  deed of the Company,
or (ii) conflict with, result in a breach of, constitute a default under, result
in the acceleration of, create in any party the right to accelerate,  terminate,
modify, or cancel, or require any notice under any Material Contract.


                  (e) Title to Assets.  The  Company and its  Subsidiaries  have
good and marketable title to, or a valid leasehold or license  interests in, the
properties and assets used by them or shown on the balance sheet included in the
Most Recent  Financial  Statements or acquired after the date thereof,  free and
clear of all  Security  Interests,  except for Security  Interests  set forth on
Section 4(e) of Annex I and except for properties and assets  disposed of in the
Ordinary Course of Business since the date of the balance sheet included as part
of the Most  Recent  Financial  Statements.  The  Channel  Licenses  held by the
Company  and its  Subsidiaries  and those  under which it intends to conduct the
Business are described on Section 4(e) of Annex I. Those  Channel  Licenses meet
the  License  Conditions  in  all  material   respects.   The  Company  and  its
Subsidiaries are in substantial compliance with all of their respective material
obligations  with  respect  to the  Channel  Licenses  held by them and,  to the
Knowledge  of the  Company,  no  action  is  pending,  threatened  or  has  been
recommended by any Local Authority to revoke, suspend, withdraw or terminate any
Channel Licenses,  and no event has occurred which, upon the giving of notice or
lapse of time or  otherwise  would  allow,  or could be expected  to cause,  the
revocation, withdrawal, suspension or termination of any Channel Licenses.

<PAGE>

                  (f) Subsidiaries.  Section 4(f) of Annex I sets forth for each
Subsidiary (i) its name, jurisdiction of formation and where qualified, and (ii)
its authorized capitalization,  the number of outstanding equity securities, the
names of the holders thereof,  and the number of equity  securities held by each
such holder.


                  (g) Financial Statements. Attached at Section 4(g) of Annex II
are  the   following   financial   statements   (collectively   the   "Financial
Statements"):  (i) audited consolidated and audited consolidating balance sheets
and statements of income,  changes in stockholders'  equity, and cash flow as of
and for the fiscal year ended  December 31, 1996 (the "Most  Recent  Fiscal Year
End") for the Company and, (ii) audited  consolidated and audited  consolidating
balance sheets and statements of income,  changes in stockholders'  equity,  and
cash flow  (the  "Most  Recent  Financial  Statements")  as of and for the seven
months ended July 31, 1997 (the "Most Recent Fiscal Month End") for the Company.
The Financial  Statements  (including  the notes  thereto) have been prepared in
accordance  with GAAP applied on a consistent  basis  (except for the absence of
footnotes),  present  fairly the  financial  condition of the Company as of such
dates and the  results of  operations  for such  periods,  and are  correct  and
complete  in all  material  respects  (except,  in the case of the  Most  Recent
Financial Statements, for normal year-end adjustments). The Company is not aware
of any material  modifications  to the  Financial  Statements  necessary to make
those statements not false or misleading.  The Most Recent Financial  Statements
reflect,  as of the Most Recent  Fiscal  Month End, all debts,  liabilities  and
obligations of any nature of the Company,  contingent or otherwise,  and whether
due or to become  due,  including,  but not  limited  to debts,  liabilities  or
obligations  on account of Taxes or other  governmental  charges (or  penalties,
interest, or fines thereon or with respect thereto) to the extent such items are
required to be reflected on such statements under GAAP.


                  (h)  Events  Subsequent  to  Dates  of Most  Recent  Financial
Statements.  Except as set forth at  Section  4(h) of Annex I, since the date of
the Most Recent  Financial  Statements,  there has not been any material adverse
change in the business, financial condition,  operations, results of operations,
or future prospects of the Company or any of its Subsidiaries.  Without limiting
the generality of the foregoing, since that date:
<PAGE>


                  (i) neither the Company nor any of its  Subsidiaries has sold,
leased,  transferred,  or  assigned  any of its  respective  assets,  except for
transactions involving less than $25,000 in the aggregate.


                  (ii)  neither  the  Company  nor any of its  Subsidiaries  has
entered into any agreement,  contract,  lease,  or license (or series of related
agreements,  contracts,  leases,  and licenses)  either involving more than U.S.
$100,000 or outside the Ordinary Course of Business;


                  (iii)  neither  the Company  nor any of its  Subsidiaries  has
canceled,  compromised,  or  released  any right or claim (or  series of related
rights and  claims)  either  involving  more than U.S.  $50,000  or outside  the
Ordinary Course of Business;


                  (iv)  neither  the  Company  nor any of its  Subsidiaries  has
experienced any material damage, destruction, or loss (whether or not covered by
insurance);


                  (v)  neither  the  Company  nor  any of its  Subsidiaries  has
entered into any employment contract or collective bargaining agreement, written
or oral,  or modified  the terms of any  existing  such  employment  contract or
agreement (oral or written) by which it is,  respectively,  bound or granted any
increase in the base compensation of any of its respective directors,  officers,
and  employees  outside the Ordinary  Course of Business,  or adopted,  amended,
modified,  or terminated any bonus,  profit-sharing,  incentive,  severance,  or
other plan,  contract,  or commitment  for the benefit of any of its  respective
directors, officers, and employees (or taken any such action with respect to any
other Employee Benefit Plan);
<PAGE>


                  (vi) neither the Company nor any of its Subsidiaries has paid,
discharged  or satisfied  any  liability  other than the  payment,  discharge or
satisfaction of liabilities incurred in the Ordinary Course of Business;


                  (vii)  neither  the Company  nor any of its  Subsidiaries  has
mortgaged,  pledged,  or  subjected  (or agreed to  subject)  any of its assets,
tangible  or  intangible,  to  any  lien,  claim,  Security  Interest  or  other
encumbrance,  except for liens for current  personal and real property taxes not
yet due and payable; and


                  (viii)  neither the Company  nor any of its  Subsidiaries  has
committed to any of the foregoing.


                  (i) Undisclosed Financial Liabilities. Neither the Company nor
any of its  Subsidiaries  has any financial  Liability (and, to the Knowledge of
the  Company  there  is no  Basis  for  any  present  or  future  action,  suit,
proceeding, hearing, investigation,  charge, complaint, claim, or demand against
any of them giving rise to any  financial  Liability),  except for (i) financial
Liabilities  set forth on the face of the balance sheet  included as part of the
Most Recent Financial Statements (rather than in any notes thereto) or set forth
on Section  4(i) of Annex I and (ii)  financial  Liabilities  which have  arisen
after the Most Recent Fiscal Month End in the Ordinary Course of Business.


                  (j) Legal Compliance. Each of the Company and its Subsidiaries
has complied in all material  respects  with all Local Law and no action,  suit,
proceeding, hearing, investigation,  charge, complaint, claim, demand, or notice
has been filed or  commenced  against  any of them  alleging  any  failure so to
comply.  The Company has adopted a strict policy that mandates  compliance  with
the U.S.  Foreign  Corrupt  Practices Act and has no Knowledge of any violations
thereof by the  Company,  its  Subsidiaries  or their  Affiliates  or any Person
employed by, representing or acting for any of the foregoing.
<PAGE>
                  (k)      Tax Matters.


                  (i) All Taxes owed by the  Company or any of its  Subsidiaries
have been paid or reserved for on its Most Recent Financial Statement. There are
no  Security  Interests  on any  of the  assets  of  the  Company  or any of its
Subsidiaries  that arose in connection with any failure (or alleged  failure) to
pay any Tax.


                  (ii) The Company and each of its Subsidiaries has withheld and
paid all  Taxes  required  to have been  withheld  and paid in  connection  with
amounts  paid  or  owing  to any  employee,  independent  contractor,  creditor,
stockholder, or other third party.


                  (iii)  There  is  no  dispute  or  claim  concerning  any  Tax
Liability of the Company or any of its Subsidiaries either (A) claimed or raised
by any authority in writing or (B) as to which the Company has  Knowledge  based
upon personal contact with any agent of such authority.


                  (iv) The unpaid Taxes of the Company and its  Subsidiaries (A)
did not,  as of the Most  Recent  Fiscal  Month End,  exceed the reserve for Tax
Liability  (rather than any reserve for deferred  Taxes  established  to reflect
timing  differences  between  book and Tax  income) set forth on the face of the
balance sheet included as part of the Most Recent Financial  Statements  (rather
than in any notes  thereto)  and (B) do not exceed that  reserve as adjusted for
the passage of time through the Closing Date in accordance  with the past custom
and practice of the Company and its Subsidiaries in filing their Tax Returns.


                  (l) Leases and  Property  Interests.  Section  4(l) of Annex I
identifies each lease, sublease, material easement, grant or similar instrument,
including  site leases for  transmission  and receiving  equipment  (showing the
annual rental,  expiration date,  renewal and purchase options,  if any, and the
location of the real property  covered by such lease or other  agreement)  under
which the  Company  or any of its  Subsidiaries  has the  right to use,  hold or
operate any real property  owned by a third party  (collectively,  the "Leases")
(the  property  covered by the  agreements  described in this Section 4(l) being
referred  herein as the "Leased  Property").  The  Leases:  (a) are each in full
force and  effect  and are each  legal,  valid and  binding  obligations  of the
Company or its Subsidiaries, as the case may be; and (b) will continue in effect
after the Closing without the consent,  approval or act of, or the making of any
filing with,  any other party.  Neither the Company nor any of its  Subsidiaries
under any such  Lease is in  default  in any  material  respect  thereof  or has
received a notice of default thereunder which has not been cured.
<PAGE>


                  (m)  Intellectual  Property.  The Company and its Subsidiaries
comply in all material respects with all Local Laws and regulations governing or
relating to the Intellectual Property.  Each item of Intellectual Property owned
or used by the  Company  or any of its  Subsidiaries  immediately  prior  to the
Closing  hereunder  will be owned or  available  for use by the  Company  or its
Subsidiaries  on  substantially   identical  terms  and  conditions  immediately
subsequent to the Closing hereunder.


                  (n)  Material  Contracts.  Section  4(n) of Annex I lists  the
following Material Contracts and other agreements to which the Company or any of
its Subsidiaries is a party:


                  (i) any  agreement  (or group of related  agreements)  for the
lease of personal property to or from any Person providing for lease payments in
excess of U.S. $50,000 per annum;


                  (ii) any  agreement (or group of related  agreements)  for the
purchase or sale of products,  or personal  property,  or for the  furnishing or
receipt of services,  the performance of which will extend over a period of more
than one year,  result in a material loss to either of the Company or any of its
Subsidiaries, or involves consideration in excess of U.S. $50,000;
<PAGE>


                  (iii) any  agreement  (or group of related  agreements)  under
which the Company or any of its Subsidiaries has created, incurred,  assumed, or
guaranteed  any  indebtedness  for  borrowed  money,  or any  capitalized  lease
obligation, in excess of U.S. $100,000 or under which any such party has imposed
a Security Interest on any of its assets, tangible or intangible;


                  (iv) any profit sharing,  stock option, stock purchase,  stock
appreciation,  deferred  compensation,  severance,  or  other  material  plan or
arrangement for the benefit of its current or former  directors,  officers,  and
employees;


                  (v) any  agreement for the  employment of any  individual on a
full-time,  part-time,  consulting, or other basis providing annual compensation
in excess of U.S. $100,000 or providing severance benefits;


                  (vi) any  agreement  under which it has advanced or loaned any
amount to any of its directors, officers, and employees; or


                  (vii) any agreement  not otherwise  disclosed on Annex I under
which the consequences of a default or termination could have a material adverse
effect on the business, financial condition,  operations, results of operations,
or future  prospects of the Company or its  Subsidiaries  or any other agreement
(or group of related agreements) the performance of which involves consideration
in  excess  of U.S.  $100,000,  and all  agreements  relating  to the  Channels,
Permits, and Channel Licenses.


The  Company  has  delivered  (or will  deliver  prior to Closing) to Investor a
correct and complete  copy of each written  agreement  listed in Section 4(n) of
Annex I (as amended to date). With respect to each Material Contract (including,
but not limited to, those listed in Sections 4(n) of Annex I): (A) the agreement
is legal, valid, binding, enforceable, and in full force and effect with respect
to the  Company or its  respective  Subsidiary;  and will  continue to be legal,
valid,  binding,  enforceable,  and in full force and effect on identical  terms
following the consummation of the transactions  contemplated  hereby; (B) to the
Knowledge  of the Company,  no event has occurred  which with notice or lapse of
time would constitute a breach or default, or permit termination,  modification,
or  acceleration,  under  the  agreement;  and (C) no party has  repudiated  any
provision of the agreement.
<PAGE>


                  (o)  Notes and  Accounts  Receivable.  All notes and  accounts
receivable of the Company and its Subsidiaries  are reflected  properly on their
books and records, are valid receivables subject to no setoffs or counterclaims,
are current and  collectible,  and will be  collected in  accordance  with their
terms at their recorded  amounts,  subject only to the reserve for bad debts set
forth on the  face of the  balance  sheet  included  as part of the Most  Recent
Financial  Statements  (rather  than in any notes  thereto) as adjusted  for the
passage of time through the Closing Date in accordance  with the past custom and
practice of the Company and its Subsidiaries.


                  (p) Powers of  Attorney.  There are no  outstanding  powers of
attorney executed on behalf of the Company or any of its Subsidiaries.


                  (q)  Litigation.  Section  4(q)  of  Annex I sets  forth  each
instance in which the Company or any of its  Subsidiaries  (i) is subject to any
outstanding injunction,  judgment, order, decree, ruling, or charge or (ii) is a
party to any action,  suit,  proceeding,  hearing,  or investigation  of, in, or
before any court or  quasi-judicial  or  administrative  agency of any  federal,
state,  local, or foreign  jurisdiction  or before any  arbitrator.  None of the
actions, suits,  proceedings,  hearings, and investigations set forth in Section
4(q) of Annex I could result in any  material  adverse  change in the  business,
financial condition,  operations,  results of operations, or future prospects of
either of the Company or any of its Subsidiaries.


                  (r) Employees.  To the Knowledge of the Company, no executive,
key  employee,  or  group of  employees  of  either  the  Company  or any of its
Subsidiaries  has any plans to terminate  employment  with the Company or any of
its Subsidiaries.  Neither the Company nor any of its Subsidiaries is a party to
or bound by any collective bargaining agreement, nor has any of them experienced
any strikes,  grievances,  claims of unfair labor practices, or other collective
bargaining disputes.
<PAGE>


                  (s)  Employee  Benefits.  Section  4(s) of Annex I lists  each
Employee Benefit Plan that the Company or any of its  Subsidiaries  maintains or
to which the Company or any of its Subsidiaries contributes.  Each such Employee
Benefit Plan (and each related trust,  insurance contract,  or fund) complies in
form and in operation in all material respects with the applicable  requirements
of Local Law, and has filed or distributed all required reports and descriptions
with respect to each such Employee  Benefit Plan. All  contributions  (including
all employer  contributions and employee salary reduction  contributions)  which
are due have been paid to each such  Employee  Benefit Plan which is an employee
pension  benefit plan and all  contributions  for any period ending on or before
the  Closing  Date  which are not yet due have  been paid to each such  Employee
Pension  Benefit Plan or accrued in accordance with the past custom and practice
of the Company and its Subsidiaries.


                  (t)   Guaranties.   Neither   the   Company  nor  any  of  its
Subsidiaries  is a  guarantor  or  otherwise  is  liable  for any  Liability  or
obligation (including indebtedness) of any other Person.


                  (u) Environment,  Health, and Safety.  Each of the Company and
its Subsidiaries has complied in all material  respects with all  Environmental,
Health,   and  Safety  Laws,   and  no  action,   suit,   proceeding,   hearing,
investigation,  charge,  complaint,  claim,  demand, or notice has been filed or
commenced  against  any of them  alleging  any  failure  so to  comply.  Without
limiting the generality of the preceding  sentence,  each of the Company and its
Subsidiaries  has obtained and been in compliance in all material  respects with
all  of  the  terms  and  conditions  of  all  permits,   licenses,   and  other
authorizations  which are  required  under,  and has  complied  in all  material
respects  with  all  other  limitations,  restrictions,  conditions,  standards,
prohibitions,  requirements,  obligations,  schedules,  and timetables which are
contained in, all Environmental, Health, and Safety Laws.
<PAGE>


                  (v)  Brokers'  Fees.  Neither  the  Company  nor  any  of  its
Subsidiaries  has any Liability or obligation to pay any fees or  commissions to
any broker,  finder,  or agent with respect to the transactions  contemplated by
this Agreement.


                  (w)  Insurance.  The Company has insurance  coverages  that it
believes are adequate to protect its assets and Business.  All such policies are
listed on Section 4(w) of Annex I and are in full force and effect.


                  (x) Governmental Filings. To the Knowledge of the Company, all
material  governmental  reports required by Local Law to be filed by the Company
and its  Subsidiaries  or which include or should include the Company and/or its
Subsidiaries have been filed.


                  (y)  Securities  Filings.  Attached as part of Section 4(y) to
Annex I is the  Company's  report  on Form  10-KSB  for the  fiscal  year  ended
December 31, 1996, as amended and the  Company's  reports on Form 10-QSB for the
periods ended March 31, 1997,  June 30, 1997,  and  September  30, 1997,  all as
filed with the Securities  and Exchange  Commission.  No such filing  contains a
material  misstatement  or omits to state a material  fact  required to make the
statements therein not misleading.


                  (z) Annexes.  The Annexes  attached to this Agreement are true
and correct in all material  respects as of the date of their  preparation  and,
after being  updated,  if  necessary,  will be true and correct in all  material
respects as of the Closing Date.


         5. Pre-Closing Covenants.  The Parties agree as follows with respect to
the period between the execution of this Agreement and the Closing.


                  (a) General.  Each of the Parties will use its Best Efforts to
take all action and to do all things  necessary in order to make  effective  the
transactions contemplated by this Agreement (including the satisfaction, but not
waiver, of the closing conditions set forth in Section 8 below).
<PAGE>


                  (b) Notices and  Consents.  Each of the Parties  will give any
notices  to,  make any  filings  with,  and use its Best  Efforts  to obtain any
authorizations,  consents,  and approvals of Local  Authority in connection with
the matters referred to in Section 3 and Section 4 above.


                  (c)  Operation of Business.  Neither the Company nor or any of
its Subsidiaries will engage in any practice, take any action, or enter into any
transaction  outside the  Ordinary  Course of  Business.  Without  limiting  the
generality of the  foregoing,  the Company or any of its  Subsidiaries  will not
engage in any practice,  take any action,  or enter into any  transaction of the
sort described in Section 4(h) above.


                  (d) Preservation and Conduct of Business. The Company and each
of  its   Subsidiaries   will  keep  its  respective   business  and  properties
substantially  intact,  including its respective  present  operations,  physical
facilities,  working  conditions,  and  relationships  with lessors,  licensors,
suppliers,  customers,  and  employees.  Notwithstanding  the  generality of the
foregoing,  the Company and each of its Subsidiaries  shall operate and carry on
their  businesses  in the  Ordinary  Course of Business  except as  contemplated
herein.


                  (e) Full Access.  The Company and its Subsidiaries will permit
representatives  of Investor to have full and complete  access at all reasonable
times,  and  in a  manner  so as not  to  interfere  with  the  normal  business
operations of the Company and its  Subsidiaries,  to all  premises,  properties,
personnel,  books, records (including Tax records),  contracts, and documents of
or  pertaining  to each of the Company and its  Subsidiaries  for the purpose of
enabling  the  Investor  or its  representatives  to verify the  accuracy of the
representations and warranties contained herein, to verify that the covenants of
the Company in this Agreement  have been complied with and to determine  whether
the conditions to Investor's performance set forth herein have been satisfied.
<PAGE>


                  (f)  Notice of  Developments.  Each  Party  will  give  prompt
written  notice to the  others of any  material  adverse  development  causing a
breach of any of its own representations and warranties in Section 3 and Section
4 above.  No  disclosure by any Party  pursuant to this Section  5(f),  however,
shall be deemed to amend or  supplement  any Annex hereto or prevent or cure any
misrepresentation, breach of warranty, or breach of covenant.


         6. Post-Closing Covenants. The Parties agree as follows with respect to
the period following the Closing.


                  (a) General. In case at any time after the Closing any further
action is  necessary to carry out the  purposes of this  Agreement,  each of the
Parties will take such further  action  (including the execution and delivery of
additional instruments and documents) as the other Party may request, all at the
sole cost and expense of the requesting  Party (unless the  requesting  Party is
entitled to indemnification therefor under Section 9 below).


                  (b)  Litigation  Support.  If and  for so  long  as any  Party
actively is  contesting  or  defending  against any  action,  suit,  proceeding,
hearing,  investigation,  charge, complaint, claim, or demand in connection with
(i)  any  transaction  contemplated  under  this  Agreement  or (ii)  any  fact,
situation,   circumstance,   status,   condition,   activity,   practice,  plan,
occurrence,  event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving the Company or any of its Subsidiaries,  the other
Party will  cooperate  with it or its counsel in the  contest or  defense,  make
available their personnel,  and provide such testimony and access to their books
and records as shall be necessary in connection with the contest or defense, all
at the sole cost and expense of the  contesting  or defending  Party (unless the
contesting  or defending  Party is entitled to  indemnification  therefor  under
Section 9 below).

<PAGE>

         7.  Confidentiality.  Each Party will treat as confidential and hold as
such all of the  Confidential  Information of the other Party,  and refrain from
using  any of the  Confidential  Information  except  in  connection  with  this
Agreement and the ongoing operations of the Company and its Subsidiaries. If any
Party is requested or required (by oral question or request for  information  or
documents in any legal proceeding, interrogatory,  subpoena, civil investigative
demand,  or similar  process) to disclose any  Confidential  Information  of the
other Party,  that Party will notify the other Party  promptly of the request or
requirement so that such other Party (on its own behalf by or through the action
of the Company or its Subsidiaries) may seek an appropriate  protective order or
waive  compliance with the provisions of this Section 7. If, in the absence of a
protective  order or the  receipt  of a waiver  hereunder,  any Party is, on the
advice of counsel,  compelled to disclose any  Confidential  Information  to any
tribunal  or else  stand  liable  for  contempt,  that  Party may  disclose  the
Confidential Information to the tribunal; provided, however, that the disclosing
Party  shall use its Best  Efforts to obtain,  at the request of the other Party
(on its own behalf by or through the action of the Company or its  Subsidiaries,
or otherwise),  an order or other assurance that confidential  treatment will be
accorded  to  such  portion  of  the  Confidential  Information  required  to be
disclosed as such other Party shall  designate.  The foregoing  provisions shall
not apply to any Confidential  Information  which is generally  available to the
public immediately prior to the time of disclosure.


         8.       Conditions to Obligation to Close.


                  (a)  Conditions to Obligation of Investor.  The  obligation of
Investor to consummate the transactions to be performed by it in connection with
the  Closing  is  subject  to  the  satisfaction  or  waiver  of  the  following
conditions:


                           (i) the  representations  and warranties set forth in
Section 4 above shall be true and correct in all material  respects at and as of
the Closing Date;


                           (ii) The Company  shall have  performed  and complied
with all of its covenants hereunder in all material respects through the Closing
Date;


                           (iii) The  Company  and its  Subsidiaries  shall have
procured  any third party  consents  specified  in Section  5(b) above and shall
deliver  to the  Investor  the  following  documents,  each of  which  shall  be
appropriately executed other than by the Investor: (A) a Voting Agreement in the
form of Exhibit "B" hereto,  and (B) an opinion of the Company's  legal counsel,
Parsons Behle & Latimer, in the form of Exhibit "C" hereto;
<PAGE>

                           (iv) no action,  suit, or proceeding  shall have been
instituted before any court or  quasi-judicial  or administrative  agency of any
national,   federal,  state,  local,  or  foreign  jurisdiction  or  before  any
arbitrator wherein an unfavorable injunction,  judgment,  order, decree, ruling,
or charge would (A) prevent consummation of any of the transactions contemplated
by this  Agreement,  or (B) cause any of the  transactions  contemplated by this
Agreement to be rescinded following consummation;


                           (v) The Company  shall have  delivered  to Investor a
certificate  to the effect that (A) each of the  conditions  specified  above in
Section  8(a)(i)-(iv)  (other than the deliveries  under Section  8(a)(iii)) are
satisfied  in all  respects,  and (B) the  Company is not aware of any  material
modifications  to the Most Recent Financial  Statements  necessary to make those
statements not false or misleading; and


                           (vi)  all   applicable   waiting   periods  (and  any
extensions  thereof)  under  applicable law shall have expired or otherwise been
terminated  and the Company and its  Subsidiaries  shall have received all other
authorizations, consents, and approvals of governments and governmental agencies
referred to in Section 5(b) relating to the Company and its Subsidiaries.

The  Investor  may waive any  condition  specified  in this  Section  8(a) if it
executes  a writing  so  stating  at or prior to the  Closing.  At the  Closing,
assuming the  satisfaction,  or waiver by the Investor,  of the  conditions  set
forth in this  Section  8(a),  the  Investor  shall  deliver to the  Company the
Purchase Price.


                  (b) Conditions to Obligation of the Company. The obligation of
the Company to consummate the  transactions  to be performed by it in connection
with the  Closing  is  subject to the  satisfaction  or waiver of the  following
conditions:
<PAGE>


                           (i) the  representations  and warranties set forth in
Section 3 above shall be true and correct in all material  respects at and as of
the Closing Date;


                           (ii) the Investor  shall have  performed and complied
with all of its covenants hereunder in all material respects through the Closing
Date;


                           (iii) no action,  suit, or proceeding shall have been
instituted before any court or  quasi-judicial  or administrative  agency of any
federal,  state, local, or foreign jurisdiction or before any arbitrator wherein
an unfavorable injunction,  judgment, order, decree, ruling, or charge would (A)
prevent  consummation of any of the transactions  contemplated by this Agreement
or (B)  cause  any of the  transactions  contemplated  by this  Agreement  to be
rescinded following consummation;


                           (iv) Investor  shall have  delivered to the Company a
certificate  to the  effect  that each of the  conditions  specified  in Section
8(b)(i)-(iii)  are satisfied in all respects,  and deliver an opinion of counsel
for the Investor, in the form of Exhibit "D"; and


                           (v)  all   applicable   waiting   periods   (and  any
extensions  thereof)  under  applicable law shall have expired or otherwise been
terminated  and the  Investor  shall  have  received  all other  authorizations,
consents,  and approvals of governments and governmental agencies referred to in
Sections 5(b) relating to the Investor.


The  Company  may waive  any  condition  specified  in this  Section  8(b) if it
executes  a writing  so  stating  at or prior to the  Closing.  At the  Closing,
assuming the satisfaction, or waiver by the Company, of the Conditions set forth
in this  Section  8(b),  the Company  shall  deliver to the Investor one or more
certificates representing the Shares.
<PAGE>


         9.       Indemnification.


                  (a) Survival of  Representations  and  Warranties.  All of the
representations  and  warranties  of  the  Parties  shall  survive  the  Closing
hereunder  and  continue  in full force and effect for three  years,  subject to
earlier termination by applicable statute of limitations.


                  (b) Indemnification Provisions for Benefit of Investor. If the
Company  breaches (or if any third party alleges facts that, if true, would mean
the Company has breached) any of its representations, warranties, agreements and
covenants  contained  herein  and,  if there is an  applicable  survival  period
pursuant to Section 9(a) above, provided that Investor makes a written claim for
indemnification  against the Company  within 30 days of the  expiration  of such
survival period,  then the Company agrees to indemnify Investor from and against
the entirety of any Adverse  Consequences  Investor may suffer through and after
the date of the claim for  indemnification  (including any Adverse  Consequences
Investor may suffer after the end of any applicable  survival period)  resulting
from, arising out of, relating to, in the nature of, or caused by the breach (or
the alleged  breach);  provided,  however,  that the Company  shall not have any
obligation  to  indemnify  Investor  from and against  any Adverse  Consequences
resulting from,  arising out of, relating to, in the nature of, or caused by the
breach  (or  alleged  breach)  of any  representation,  warranty,  agreement  or
covenant of the Company  contained  herein until  Investor has suffered  Adverse
Consequences by reason of all such breaches (or alleged breaches) in excess of a
$175,000 aggregate threshold,  provided,  further, that the Company's obligation
to indemnify Investor shall not exceed the Purchase Price.


                  (c) Indemnification  Provisions for Benefit of the Company. If
Investor breaches (or if any third party alleges facts that, if true, would mean
Investor has breached) any of its  representations,  warranties,  agreements and
covenants  contained  herein,  and, if there is an  applicable  survival  period
pursuant to Section 9(a) above,  provided that the Company makes a written claim
for  indemnification  against  Investor within 30 days of the expiration of such
survival period,  then Investor agrees to indemnify the Company from and against
the  entirety of any  Adverse  Consequences  the Company may suffer  through and
after  the  date  of  the  claim  for  indemnification  (including  any  Adverse
Consequences  the Company may suffer  after the end of any  applicable  survival
period) resulting from, arising out of, relating to, in the nature of, or caused
by the breach (or the alleged  breach);  provided,  however,  that the  Investor
shall not have any  obligation  to  indemnify  the Company  from and against any
Adverse  Consequences  resulting  from,  or arising out of,  relating to, in the
nature of, or caused by the breach (or  alleged  breach) of any  representation,
warranty,  agreement  or covenant of the  Investor  contained  herein  until the
Company has suffered  Adverse  Consequences  by reason of all such  breaches (or
alleged breaches) in excess of a $175,000 aggregate threshold.
<PAGE>


                  (d)      Matters Involving Third Parties.


                           (i) If any third  party  shall  notify any Party (the
"Indemnified  Party") with respect to any matter (a "Third Party  Claim")  which
may give rise to a claim  for  indemnification  against  any  other  Party  (the
"Indemnifying  Party")  under this Section 9, then the  Indemnified  Party shall
promptly notify the Indemnifying  Party thereof in writing;  provided,  however,
that no delay on the part of the Indemnified Party in notifying the Indemnifying
Party shall relieve the Indemnifying Party from any obligation  hereunder unless
(and then solely to the extent) the Indemnifying Party is thereby prejudiced.


                           (ii) Any  Indemnifying  Party  will have the right to
defend the  Indemnified  Party against the Third Party Claim with counsel of its
choice  reasonably  satisfactory  to the  Indemnified  Party  so long as (A) the
Indemnifying  Party  notifies the  Indemnified  Party in writing  within 15 days
after the  Indemnified  Party has given notice of the Third Party Claim that the
Indemnifying  Party will  indemnify the  Indemnified  Party from and against the
entirety of any Adverse  Consequences the Indemnified Party may suffer resulting
from,  arising  out of,  relating  to, in the  nature of, or caused by the Third
Party Claim,  (B) the  Indemnifying  Party provides the  Indemnified  Party with
evidence  reasonably  acceptable to the Indemnified  Party that the Indemnifying
Party will have the financial  resources to defend against the Third Party Claim
and fulfill its indemnification obligations hereunder, (C) the Third Party Claim
involves only money  damages and does not seek an injunction or other  equitable
relief,  (D)  settlement  of, or an adverse  judgment with respect to, the Third
Party Claim is not, in the good faith judgment of the Indemnified Party,  likely
to  establish  a  precedential  custom or  practice  materially  adverse  to the
continuing business interests of the Indemnified Party, and (E) the Indemnifying
Party conducts the defense of the Third Party Claim actively and diligently.
<PAGE>


                           (iii) So long as the Indemnifying Party is conducting
the defense of the Third Party Claim in accordance with Section  9(d)(ii) above,
(A) the Indemnified  Party may retain  separate  co-counsel at its sole cost and
expense  and  participate  in the  defense  of the Third  Party  Claim,  (B) the
Indemnified  Party will not  consent to the entry of any  judgment or enter into
any  settlement  with respect to the Third Party Claim without the prior written
consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the
Indemnifying  Party will not consent to the entry of any  judgment or enter into
any  settlement  with respect to the Third Party Claim without the prior written
consent of the Indemnified Party (not to be withheld unreasonably).


                           (iv) In the event any of the  conditions  in  Section
9(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may
defend  against,  and  consent  to the entry of any  judgment  or enter into any
settlement  with  respect  to, the Third  Party  Claim in any manner it may deem
appropriate  (and the  Indemnified  Party need not consult  with,  or obtain any
consent  from,  the  Indemnifying  Party  in  connection  therewith),   (B)  the
Indemnifying   Party  will   reimburse  the   Indemnified   Party  promptly  and
periodically for the costs of defending against the Third Party Claim (including
attorneys'  fees and  expenses),  and (C) the  Indemnifying  Party  will  remain
responsible  for any  Adverse  Consequences  the  Indemnified  Party may  suffer
resulting from,  arising out of, relating to, in the nature of, or caused by the
Third Party Claim to the fullest extent provided in this Section 9.


                           (v) A claim  by a Party  for  indemnification  is the
Party's  only  right to recover  damages  for  breach of any  provision  of this
Agreement.
<PAGE>


                  10. Tax Matters.  The  following  provisions  shall govern the
allocation of responsibility for certain tax matters following the Closing Date:
(i) the parties  agree to use their Best  Efforts to obtain any  certificate  or
other  document  from any  governmental  authority or any other Person as may be
necessary  to  mitigate,  reduce  or  eliminate  any Tax that  could be  imposed
(including,  but not limited to, with respect to the  transactions  contemplated
hereby);  (ii) each of the  parties  will  provide  the other party with all tax
information  that either party may be required to report  pursuant to applicable
law; (iii) all transfer,  documentary, sales, use, stamp, registration and other
such  Taxes  and  fees  (including  any  penalties  and  interest)  incurred  in
connection  with this Agreement  (including any gains tax,  transfer tax and any
similar  tax  imposed  by  state,  local  or  municipal   governments  or  their
subdivisions), shall be paid by Investor when due, and Investor will, at its own
expense,  file all necessary Tax Returns and other documentation with respect to
all such transfer,  documentary, sales, use, stamp, registration and other Taxes
and fees, and, if required by applicable law (but only if so required), Investor
will,  and will cause its  affiliates  to, join in the execution of any such Tax
Returns and other documentation.


         11.      Termination.


                  (a)  Termination of Agreement.  The Parties may terminate this
Agreement as provided below:


                           (i)  Investor  and the  Company  may  terminate  this
Agreement by mutual written consent at any time prior to the Closing;


                           (ii) Investor may terminate  this Agreement by giving
written  notice  to the  Company  at any time  prior to the  Closing  (A) if the
Company  has  breached  any  material  representation,   warranty,  or  covenant
contained in this Agreement  applicable to it in any material respect,  Investor
has notified  the Company of the breach,  and the breach has  continued  without
cure for a period  of 5 days  after the  notice of breach or (B) if the  Closing
shall not have occurred on or before February 23, 1998, by reason of the failure
of any condition precedent under Section 8(a) hereof (unless the failure results
primarily  from Investor  itself  breaching  any  representation,  warranty,  or
covenant contained in this Agreement); and
<PAGE>


                           (iii) The Company may  terminate  this  Agreement  by
giving  written  notice to  Investor  at any time  prior to the  Closing  (A) if
Investor  has  breached  any  material  representation,  warranty,  or  covenant
contained in this  Agreement in any material  respect,  the Company has notified
Investor of the breach,  and the breach has continued  without cure for a period
of 5 days  after  the  notice of  breach  or (B) if the  Closing  shall not have
occurred  on or before  February  23,  1998,  by reason  of the  failure  of any
condition  precedent  under  Section  8(b) hereof  (unless  the failure  results
primarily from the Company itself  breaching any  representation,  warranty,  or
covenant contained in this Agreement).


                           (b) Effect of  Termination.  If any Party  terminates
this Agreement  pursuant to Section 11(a) above,  all rights and  obligations of
the Parties  hereunder  (other  than their  obligations  under  Section 7) shall
terminate without any Liability of any Party to any other Party,  except for any
Liability  of any  Party  resulting  from a  breach  that  occurs  prior  to the
termination.


                           (c) Specific  Performance.  Nothing in this Agreement
shall be  interpreted  to  preclude  either  Party's  right  to seek and  obtain
specific performance of the terms of this Agreement.


                           (d)  Other  Remedy.  In lieu of  pursuing  any  other
remedy  set forth  herein,  if either  Party  shall have  satisfied  each of the
conditions to Closing required of it under the provisions of Section 8 above and
the other Party shall fail or refuse to proceed to Closing, then, in addition to
its right to terminate this Agreement, the non-breaching Party shall be entitled
to elect to recover from the breaching  Party, and the breaching Party shall pay
and reimburse the non-breaching Party upon written demand therefor as liquidated
damages,  for  the  costs  and  expenses  incurred  by the  non-breaching  Party
(including,  but not limited to, the  expenses of travel and  lodging,  attorney
fees and the fees and expenses of accountants  and auditors) in negotiating  the
terms of this Agreement and its related and ancillary agreements, not to exceed,
in the aggregate, $100,000.
<PAGE>


         12.  Affirmative  Covenants.  Unless waived in writing by the Investor,
the Company  covenants and agrees with the Investor that the Company will do and
perform as provided in the following  subsections.  These  covenants will expire
immediately  preceding  the  closing of the first firm  commitment  underwritten
public offering pursuant to an effective  registration statement on Form S-1 (or
its small business issuer  equivalent or their successors  forms) filed with the
Securities and Exchange  Commission under the Securities Act,  pursuant to which
the net proceeds to the Company are at least $15 million.


                  (a)  Future  Issuances  of  Securities.   Unless  approved  by
two-thirds of the members of the Company's Board of Directors, the Company shall
not issue any of its securities  (other than  securities with no equity feature)
except for securities  issued (i) as a stock dividend or upon any subdivision of
shares of the Company's equity  securities;  provided that the securities issued
pursuant to such stock dividend or subdivision are limited to additional  shares
of such equity  security,  (ii) pursuant to  subscriptions,  warrants,  options,
convertible  securities  or other  rights  which are listed on Annex II as being
outstanding  on the Closing Date, or (iii)  pursuant to the exercise of options,
approved and granted by the Compensation  Committee of the Board of Directors, a
majority of whom are outside  directors,  to purchase  equity  securities of the
Company granted to employees of the Company,  not to exceed in the aggregate 10%
of the issued  and  outstanding  securities  of the  Company  on a Common  Share
Equivalent Basis assuming the exercise of all outstanding  options and warrants,
the  issuance of the Shares  contemplated  hereunder  and the  issuances  of the
Company's securities under the Permitted Stock Transactions, or (iv) pursuant to
the  Permitted  Stock  Transactions  (such exempt  securities  and  transactions
hereafter being referred to as "Preemptive Right  Exemptions").
<PAGE>
In the event of any approved  issuance of securities,  the Investor shall have a
preemptive  right to  acquire  the  number of shares of such  equity  securities
proposed to be issued in an amount proportional to its then percentage ownership
of the Company's outstanding securities,  on the same date and on the same terms
and conditions with which the proposed  issuance shall occur. The Investor shall
have no preemptive right with respect to the Preemptive Right  Exemptions,  with
respect to (i) shares issued as compensation to directors,  officers,  agents or
employees of the Company, its subsidiaries or affiliates;  (ii) shares issued to
satisfy  rights of  conversion  or options  created to provide  compensation  to
directors,  officers,  agents or employees of the Company,  its  subsidiaries or
affiliates;  or (iii)  shares  sold  otherwise  than for money.  The  Investor's
preemptive right shall be voluntary,  not mandatory, and is waivable in writing.
Any waiver  evidenced by a writing shall be  irrevocable,  even though it is not
supported by consideration.


                  (b) Use of Proceeds. Prior to June 30, 1998, the Company shall
use and expend the proceeds from the sale of the Shares  hereunder only for such
purposes as shall be set forth on the proposed  budget  attached hereto as Annex
III, or in the event of any modification  thereto approved by two-thirds or more
of the Company's Board of Directors, in accordance with such modified budget.


                  (c) Restrictions. Unless approved by two-thirds or more of the
members of the Company's Board of Directors,  the Company shall not: (i) declare
or set aside any portion of the Company's funds or securities for a distribution
as dividends,  (ii) set,  determine or establish  fees payable to members of the
Company's  Board of  Directors  for  services  rendered  to the  Company in that
capacity, (iii) materially change remunerations in money and/or benefits for its
executive  officers,  (iv) modify,  in any material respect,  the Business,  (v)
incur or enter into any  financial  indebtedness  in excess of  $500,000  in any
single instance,  or pledge a substantial  portion of its assets or shares, (vi)
merge, consolidate or liquidate the Company, (vii) sell all or substantially all
of the  Company's  assets or  properties,  or (viii) vote to amend the Company's
articles of incorporation or its bylaws.
<PAGE>


                  (d)  Holding  Company  Board  Membership.  In the event of the
formation by the Company and/or its shareholders of a corporation  which is held
100% by the Company and/or its shareholders (a "Holding  Company"),  the Company
shall vote its  interest in the Holding  Company at any meeting  relating to the
election of a Board of Directors for the Holding  Company in such a manner as to
insure  that  the  Holding  Company  does  not  have a  different  board  member
constitution than the Company and in a manner which will require the same voting
requirements  and other  business  limitations to be applicable to the operation
and conduct of the business of the Holding  Company as are set forth in Sections
12(a) and 12(b).


                  (e) Interested Party Transactions.  No contract or transaction
between  the Company and any one or more of its  directors  or officers  (or any
corporation,  firm or entity in which one or more of its  directors  or officers
are employees or directors or are financially interested) shall be authorized by
the  Company's  Board  of  Directors  unless  a  majority  of the  disinterested
directors authorize,  approve or ratify that contract or transaction,  except as
is or has been  otherwise  disclosed in the Company's Form 10-KSB filed with the
Securities  and Exchange  Commission,  the  Financial  Statements  and the notes
thereto, or the Disclosure Annexes.


         13.      Sale by D'Ambrosios.


                  (a) If any or all of the D'Ambrosios shall determine to effect
a sale of more than fifty  percent  (50%) of their  collective  holdings  in the
Company to one or more parties other than the D'Ambrosios, the Investor shall be
entitled  to sell its  shares to such  third  parties,  in  accordance  with the
provisions of this Section (such a sale by the D'Ambrosios being herein referred
to as a "Disposition").


                  (b) At least 20 days prior to a Disposition,  the  D'Ambrosios
shall provide the Investor  notice  setting forth a description  of the terms of
such  Disposition  in  reasonable  detail.  The  Investor  may, by notice to the
D'Ambrosios  within 10 days of its receipt of the D'Ambrosios'  notice,  require
the D'Ambrosios to include,  in such Disposition,  shares owned by the Investor.
The  number  of  Shares  owned  by the  Investor  to be  included  in  any  such
Disposition  shall be equal to the  product of (i) the  quotient  determined  by
dividing the  percentage  of Shares  owned by the  Investor (on a fully  diluted
basis) by the aggregate  percentage of shares owned by the  D'Ambrosios  and the
Investor, multiplied by (ii) the number of shares to be sold in the Disposition.
All Shares  included in a Disposition  shall be sold and disposed of at the same
price per share and upon the same terms and conditions.
<PAGE>


                  (c) In connection  with a  Disposition  in which Shares of the
Investor are to be sold, the  D'Ambrosios may require the Investor to enter into
agreements  with the purchase or purchaser  containing  (i) terms and conditions
relating to the sale that are substantially  similar to the terms and conditions
of the  agreement  that  the  D'Ambrosios  have  executed  or  will  execute  in
connection with such Disposition, and (ii) representations and warranties to the
effect that, except as specifically  disclosed to the purchaser or purchasers in
writing,  the  Investor  does not have  knowledge  that  any  representation  or
warranty  made  by the  Company  or the  D'Ambrosios  in  connection  with  such
Disposition  was untrue in any  material  respect  when made or is untrue in any
material respect as of the closing.


The  provisions  of this  Section 13 shall  terminate  immediately  preceding an
initial public offering described in Section 12.


         14.      Miscellaneous.


                  (a) Press  Releases and Public  Announcements.  No Party shall
issue any press release or make any public announcement  relating to the subject
matter of this Agreement prior to the Closing without the prior written approval
of Investor  and the  Company;  provided,  however,  that any Party may make any
public disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the  disclosing  Party will use its Best  Efforts to advise the other Party
and afford such Party an opportunity to comment prior to making the disclosure).

<PAGE>

                  (b) No Third Party  Beneficiaries.  This  Agreement  shall not
confer any rights or remedies  upon any Person  other than the Parties and their
respective successors and permitted assigns.


                  (c) Entire Agreement.  This Agreement (including the documents
referred  to herein)  constitutes  the entire  agreement  among the  Parties and
supersedes any prior understandings,  agreements, or representations by or among
the Parties, written or oral (including,  specifically,  any letter of intent or
letter or understanding  between the Parties), to the extent they related in any
way to the subject matter hereof.


                  (d) Succession and Assignment. This Agreement shall be binding
upon and inure to the benefit of the Parties  named herein and their  respective
successors and permitted  assigns.  No Party may assign either this Agreement or
any of his or its rights,  interests, or obligations hereunder without the prior
written approval of Investor and Sellers;  provided,  however, that Investor may
(i) assign any or all of its rights and  interests  hereunder  to one or more of
its  Affiliates  and (ii) designate one or more of its Affiliates to perform its
obligations  hereunder (in any or all of which cases Investor  nonetheless shall
remain responsible for the performance of all of its obligations hereunder).


                  (e)  Counterparts.  This  Agreement  may be executed in one or
more  counterparts,  each of which shall be deemed an original  but all of which
together  will  constitute  one and the same  instrument.  For  purposes of this
Agreement,  the  delivery of a  counterpart  signature by  telephonic  facsimile
transmission  shall be deemed the  equivalent  of the  delivery  of an  original
counterpart signature.
<PAGE>

                  (f) Headings. The section headings contained in this Agreement
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.


                  (g) Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other  communication  hereunder  shall be deemed  duly  given  when  actually
received,  if  personally  delivered or sent by reputable  air courier  (such as
Federal  Express or DHL) and  addressed to the  intended  recipient as set forth
below:


         If to the Company:

         Lance D'Ambrosio
         Wireless Cable & Communications, Inc.
         102 West 500 South, Suite 320
         Salt Lake City, Utah
         Fax: (801) 532-6060


         Copy to:

         J. Gordon Hansen, Esq. or
         Scott R. Carpenter, Esq.
         Parsons Behle & Latimer
         201 South Main Street, Suite 1800
         Salt Lake City, Utah  84111
         Fax: (801) 536-6111


         If to Investor:

         Fondelec Essential Services Growth Fund, L.P.
         333 Ludlow Street
         Stamford, Connecticut  06902


         Copy to:
         Morris Orens
         Sheriff, Friedman
         919 3rd Avenue, 20th Floor
         New York, New York  10022
         Fax:  (212) 758-9526

<PAGE>

Any Party may send any notice,  request,  demand,  claim, or other communication
hereunder  to the  intended  recipient  at the address set forth above using any
other means (including personal delivery,  messenger service,  telecopy,  telex,
ordinary mail, or electronic mail), but no such notice, request,  demand, claim,
or other  communication shall be deemed to have been duly given unless and until
it  actually is received  by the  intended  recipient.  Any Party may change the
address to which notices,  requests,  demands,  claims, and other communications
hereunder are to be delivered by giving the other  Parties  notice in the manner
herein set forth.  Any notice to Fondelec  Essential  Services Growth Fund, L.P.
hereunder shall constitute notice to the Investor and Pinon Management Corp.


                  (h) Governing Law. EXCEPT FOR ISSUES AND DISPUTES  RELATING TO
THE INTELLECTUAL PROPERTY,  WHICH SHALL BE GOVERNED BY LOCAL LAW, THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE DOMESTIC LAWS OF THE
STATE OF DELAWARE, UNITED STATES OF AMERICA, WITHOUT GIVING EFFECT TO ANY CHOICE
OR CONFLICT OF LAW  PROVISION  OR RULE  (WHETHER OF THE STATE OF DELAWARE OR ANY
OTHER  JURISDICTION)  THAT  WOULD  CAUSE  THE  APPLICATION  OF THE  LAWS  OF ANY
JURISDICTION OTHER THAN THE STATE OF DELAWARE.


                  (i)  Amendments  and Waivers.  This  Agreement may be amended,
extended or modified by a writing signed by Investor and the Company.  No waiver
by any  Party of any  default,  misrepresentation,  or  breach  of  warranty  or
covenant hereunder, whether intentional or not, shall be deemed to extend to any
prior or  subsequent  default,  misrepresentation,  or  breach  of  warranty  or
covenant  hereunder  or affect in any way any  rights  arising  by virtue of any
prior or subsequent such occurrence.

<PAGE>

                  (j) Severability. Any term or provision of this Agreement that
is invalid or  unenforceable  in any  situation  in any  jurisdiction  shall not
affect the validity or  enforceability  of the  remaining  terms and  provisions
hereof or the validity or  enforceability  of the offending term or provision in
any other situation or in any other jurisdiction.


                  (k) Expenses.  Each of the Parties will bear its own costs and
expenses  (including  legal fees and expenses)  incurred in connection with this
Agreement and the transactions contemplated hereby.


                  (l) Construction. The Parties have participated jointly in the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise  favoring or  disfavoring  any Party by virtue of the authorship of any of
the provisions of this Agreement.  The Parties intend that each  representation,
warranty, and covenant contained herein shall have independent significance.  If
any Party has  breached  any  representation,  warranty,  or covenant  contained
herein  in any  respect,  the fact that  there  exists  another  representation,
warranty,  or covenant  relating to the same subject  matter  (regardless of the
relative  levels of  specificity)  which the  Party has not  breached  shall not
detract  from or  mitigate  the fact  that the  Party is in  breach of the first
representation, warranty, or covenant.


                  (m)  Incorporation  of Exhibits and Annexes.  The Exhibits and
Annexes  identified in this Agreement are  incorporated  herein by reference and
made a part hereof.


                  (n)      Disputes.


                  (i) The provisions of this Section 14(n) shall be the sole and
exclusive  remedy  for any  default  under or breach by any Party of any term or
provision of this  Agreement,  and no claim may be brought under this  Agreement
except in accordance  with and pursuant to these terms.  In the event there is a
dispute  under this  Agreement,  the  Parties  shall meet with one  another  and
diligently attempt to resolve their disagreements.  If they are unable to do so,
then upon request of either Party to the dispute, they will mediate the dispute,
utilizing  an  impartial   mediator  pursuant  to  the  rules  of  the  American
Arbitration  Association  ("AAA")  or  any  other  reputable  organization  that
sponsors  mediation  upon which the Parties shall mutually  agree.  If, after 30
days,  the  mediation  is not  successful,  then either Party to the dispute may
bring arbitration to resolve the dispute as contemplated in this Section 14(n).


                  (ii) Assuming negotiations and mediation are unsuccessful, any
Party to the  dispute  may submit the  disagreement  to binding  arbitration  by
making a written demand for  arbitration.  The arbitration  shall occur before a
single  arbitrator in Miami,  Florida,  and shall be governed by the  commercial
arbitration rules of the AAA. To assure predictability,  the arbitrator shall be
an attorney at law selected by the Parties  (with the  assistance  of the AAA if
necessary)   with   experience  in   telecommunication   issues  and  commercial
transactions. The arbitrator shall base the decision on applicable principles of
law and equity and judicial  precedent and, on request of a Party,  will include
in the award  findings  of fact and  conclusions  of law upon which the award is
based.  The  arbitrator  may grant such legal or  equitable  relief as he or she
deems to be  appropriate,  including  money damages,  specific  performance  and
injunctive relief.


                  (iii)   Questions   of  whether  the  dispute  is  subject  to
arbitration  shall also be decided by the  arbitrator.  Within 10 days after the
appointment  of the  arbitrator,  each Party to the dispute shall present to the
arbitrator  a  written  statement  of  the  issues  in  dispute.  Within  5 days
thereafter,  the  arbitrator  shall give notice to the Parties of a  preliminary
hearing to discuss the issues,  which hearing will occur  approximately  10 days
thereafter.  The final  arbitration  hearing will occur within 90 days after the
arbitration  is initiated.  Prior  thereto,  there will be limited  discovery as
approved by the arbitrator at the  preliminary  hearing,  including no more than
two depositions per Party.
<PAGE>


         (iv) Any  Party  may  request  and  obtain  from a court  of  competent
jurisdiction  provisional or ancillary remedies for relief such as an injunction
or the appointment of a receiver,  but the institution of a judicial  proceeding
will not  constitute  a waiver of the  right of a Party to  submit a dispute  to
arbitration.  Judgment  upon an  arbitration  award may be  entered in any court
having  jurisdiction.  Subject to the award of the arbitrator,  each Party shall
pay an equal share of the  arbitrator's  fees,  except the arbitrator shall have
the power to award all  expenses  (including  attorney's  fees and costs) to the
prevailing  Party, as determined by the arbitrator.  All matters relative to the
arbitration,  including the result thereof,  shall be maintained as confidential
by all Parties to this Agreement.


                  IN WITNESS  WHEREOF,  the Parties  hereto have  executed  this
Agreement as of the date first above written. COMPANY:



                                        Wireless Cable & Communications, Inc.


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


                                         For the limited purposes
                                         of Section 13 hereof:

                                          /s/ George D'Ambrosio
                                          George D'Ambrosio


                                         /s/ Lance D'Ambrosio
                                         Lance D'Ambrosio


                                         /s/ Troy D'Ambrosio
                                         Troy D'Ambrosio



<PAGE>



                                         INVESTOR:

                                   Fondelec Essential Services Growth Fund, L.P.

                                    By:     Fondelec E.S.G.P. Corp.,
                                    Its     Director


                                            By: /s/ Tom Cauchois
                                                Tom Cauchois

                                            Its: Director



                                   Pegasus Fund, L.P.

                                   By:  Pegasus Management Corporation
                                   Its:  General Partner



                                             By: /s/ Tom Cauchois
                                                 Tom Cauchois

                                             Its President