EXHIBIT 10.7


             OPTION AND STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY
               AND CARACAS VIVA VISION, S.A. AND ITS SHAREHOLDERS


                                   OPTION AND
                            STOCK PURCHASE AGREEMENT
                                BETWEEN AND AMONG

                      WIRELESS CABLE & COMMUNICATIONS, INC.
                                       AND
                          CARACAS VIVA VISION TV, S.A.
                              AN ITS SHAREHOLDERS,
                           PROMOTORA PERFIL 47, S.A.,
                      CARIBBEAN COMMUNICATIONS GROUP, S.A.,
                         COMUNICACIONES CENTURION, S.A.,
                                       AND
                               DONALD A. WILLIAMS



                                NOVEMBER 8, 1996
                                TABLE OF CONTENTS


                                      104
<PAGE>




<TABLE>
<S>                                                                                                              <C>
                                                                                                                 Page



1.   Definitions....................................................................................................  2

2.   Option and Purchase and Sale of Shares......................................................................... 11
     (a)      Grant and Exercise of Option.......................................................................... 11
     (b)      Exercise Price........................................................................................ 11
     (c)      Delivery to Escrow Agent.............................................................................. 12
     (d)      Deliveries at Closing................................................................................. 13

3.   Representations and Warranties of Buyer and Shareholders Concerning the Transaction............................ 13
     (a)      Representations and Warranties of Buyer............................................................... 13
     (b)      Representations and Warranties of Shareholders........................................................ 14

4.   Representations and Warranties of the Shareholders and VIVA.................................................... 16
     (a)      Organization, Qualification, and Corporate Power...................................................... 16
     (b)      Capitalization........................................................................................ 16
     (c)      Noncontravention...................................................................................... 17
     (d)      Brokers' Fees......................................................................................... 17
     (e)      Title to Assets....................................................................................... 17
     (f)      VIVA and Subsidiaries................................................................................. 18
     (g)      Financial Statements.................................................................................. 18
     (h)      Events Subsequent to Dates of Most Recent Financial Statements........................................ 19
     (i)      Undisclosed Liabilities............................................................................... 21
     (j)      Legal Compliance...................................................................................... 21
     (k)      Tax Matters........................................................................................... 21
     (l)      Real Property......................................................................................... 23
     (m)      Intellectual Property................................................................................. 24
     (n)      Tangible Assets....................................................................................... 26
     (o)      Inventory............................................................................................. 26
     (p)      Contracts............................................................................................. 27
     (q)      Notes and Accounts Receivable......................................................................... 28
     (r)      Powers of Attorney.................................................................................... 29
     (s)      Insurance............................................................................................. 29
     (t)      Litigation............................................................................................ 29
     (u)      Product Warranty...................................................................................... 29
     (v)      Employees............................................................................................. 30
     (w)      Employee Benefits..................................................................................... 30
     (x)      Guaranties............................................................................................ 31
     (y)      Environment, Health, and Safety....................................................................... 31
     (z)      Certain Business Relationships with VIVA.............................................................. 32
     (aa)     Disclosure............................................................................................ 32

5.   Pre-Closing Covenants.......................................................................................... 32
     (a)      General............................................................................................... 32
     (b)      Notices and Consents.................................................................................. 32
     (c)      Operation of Business................................................................................. 33
     (d)      Preservation and Conduct of Business.................................................................. 33
     (e)      Full Access........................................................................................... 34
     (f)      Notice of Developments................................................................................ 34
     (g)      Exclusivity........................................................................................... 34
     (h)      Transfer Applications................................................................................. 35
     (i)      Perfection of Channel License......................................................................... 35

6.   Post-Closing Covenants......................................................................................... 35
     (a)      General............................................................................................... 36
     (b)      Litigation Support.................................................................................... 36
     (c)      Transition and Non-Circumvention...................................................................... 36
     (d)      Confidentiality....................................................................................... 37
     (e)      Covenant Not to Compete............................................................................... 37

7.   Conditions to Obligation to Close.............................................................................. 38
     (a)      Conditions to Obligation of Buyer..................................................................... 38
     (b)      Conditions to Obligation of VIVA...................................................................... 40

8.   Remedies for Breaches of This Agreement........................................................................ 41
     (a)      Survival of Representations and Warranties............................................................ 41
     (b)      Indemnification Provisions for Benefit of Buyer....................................................... 41
     (c)      Indemnification Provisions for Benefit of the Shareholders............................................ 42
     (d)      Matters Involving Third Parties....................................................................... 43
     (e)      Other Indemnification Provisions...................................................................... 44

9.   Tax Matters.................................................................................................... 44
     (a)      Mitigation of Taxes................................................................................... 44
     (b)      Information........................................................................................... 45
     (c)      Certain Taxes......................................................................................... 45

10.  Termination.................................................................................................... 45
     (a)      Termination of Agreement.............................................................................. 45
     (b)      Effect of Termination................................................................................. 46

11.  Miscellaneous.................................................................................................. 46
     (a)      Nature of Certain Obligations......................................................................... 46
     (b)      Press Releases and Public Announcements............................................................... 47
     (c)      No Third Party Beneficiaries.......................................................................... 47
     (d)      Entire Agreement...................................................................................... 47
     (e)      Succession and Assignment............................................................................. 47
     (f)      Counterparts.......................................................................................... 48
     (g)      Headings.............................................................................................. 48
     (h)      Notices............................................................................................... 48
     (i)      Governing Law......................................................................................... 49
     (j)      Amendments and Waivers................................................................................ 50
     (k)      Severability.......................................................................................... 50
     (l)      Expenses.............................................................................................. 50
     (m)      Construction.......................................................................................... 50
     (n)      Incorporation of Exhibits and Annexes................................................................. 51
     (o)      Arbitration........................................................................................... 51
     (p)      Submission to Jurisdiction............................................................................ 52
     (q)      Controlling Language.................................................................................. 53

</TABLE>

                                      105
<PAGE>



                       OPTION AND STOCK PURCHASE AGREEMENT


     THIS OPTION AND STOCK PURCHASE  AGREEMENT is entered into as of November 8,
1996, by and among WIRELESS CABLE & COMMUNICATIONS,  INC., a Nevada  corporation
(referred  to herein as either  "Buyer" or "WCCI"),  CARACAS  VIVA VISION  T.V.,
S.A., a Venezuelan  sociedad  anonima  ("VIVA") and the shareholders of VIVA set
forth  at  the  signature  lines  hereto   (collectively   the   "Shareholders;"
singularly,  a "Shareholder").  Buyer, VIVA and the Shareholders are referred to
collectively herein as the "Parties" and singularly as a"Party."

I. VIVA holds the exclusive  rights to the  commercial  exploitation  of certain
licenses  for  the  transmission  of  data,  audio  and  video  information  and
programming in the market of the Republic of Venezuela (the "Market").

     A. Certain of the Parties have  previously  entered into a letter of intent
(the "Letter of Intent") dated July 17, 1996, and later amended,  describing the
preliminary  terms of a series of  agreements  under  which  Buyer will have the
right to purchase from the Shareholders, and the Shareholders will sell to Buyer
if such  right is  exercised,  one  hundred  percent  (100%) of the  outstanding
capital stock of VIVA in return for cash and common stock of WCCI upon the terms
to be set forth in one or more definitive agreements among the parties.

     B. This Agreement constitutes one of the definitive agreements contemplated
by the Letter of Intent.

     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.

                                      108
<PAGE>

                                                      
     1.       Definitions
     "Accounting  Adjustments" means the aggregate of all accounting adjustments
to Net Book  Value  that  are  required  to  bring  the  accounts  of VIVA  into
conformity with Generally Accepted Accounting Principles consistently applied in
the United  States of  America.  Such  adjustments  shall be  determined  by the
independent  auditors  of WCCI.  Such  account  adjustments  shall  exclude  any
adjustments  relating to currency exchange rates, but may include, but shall not
be limited to, write-downs,  write-offs and/or any other accounting  adjustments
to the accounts of VIVA  necessary to present  fairly the financial  position of
VIVA as of September 30, 1996.

     "Adverse  Consequences" means all actions,  suits,  proceedings,  hearings,
investigations,  charges, complaints,  claims, demands, injunctions,  judgments,
orders,  rulings,  damages,  dues,  penalties,  fines,  costs,  amounts  paid in
settlement,  Liabilities,  obligations,  Taxes, liens,  losses,  expropriations,
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  of such
Person.

     "After-Acquired  Rights" means (i) all rights to exploit and  commercialize
Channel  Licenses for MDS, MMDS,  LMDS,  MVDS and Private Cable Channels and all
other  wireless   frequencies  used  for  voice,   video  or  data  delivery  or
transmission (including, without limitation,  specialized mobile radio licenses,
paging  services and personal  communications  services),  and (ii) leases to or
rights in all Channel  Licenses  for MDS,  MMDS,  LMDS,  MVDS and Private  Cable
Channel  Licenses and all other wireless  frequencies  used for voice,  video or
data delivery or transmission (including, without limitation, specialized mobile
radio licenses, paging services and personal communications services), and (iii)
all rights in or to any services,  franchises or rights  similar to the Wireline
Services, and (iv) all Permits relating to any of the foregoing, acquired by the
Shareholders  and/or their  respective  Affiliates at any time during which VIVA
otherwise performs services for  Comunicaciones  Centuri\n,  S.A.  ("Centuri\n")
pursuant  to  any  agreement  relating  thereto  and to the  extent  allowed  by
Venezuelan law.

                                      109
<PAGE>


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

     "Approved  Expenditures"  means any expenditures of VIVA which are approved
in writing by Buyer.

     "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.

     "Capital Expenditures" means all capital expenditures incurred and actually
paid by VIVA for  capital  items  relating  to and used in the  business of VIVA
after July,  1996 and through the Closing and which were  approved in writing by
Buyer or are  contained in a budget  prepared by VIVA and approved in writing by
Buyer.

     "Channel  License" shall mean any license or concession or any other permit
to broadcast  signals on Channels granted by any Local Authority to Centuri\n to
operate a Channel, which Channel Licenses are set forth on ' 4(e) of Annex III.


                                      110
<PAGE>



     "Channels" means the classes of microwave frequencies licensed by any Local
Authority  pursuant to the Channel  Licenses in favor of Centuri\n  used for the
transmission  or  delivery  of  instructional,   cultural,   educational  and/or
commercial audio or visual  programming  (including,  without  limitation,  MDS,
MVDS, LMDS, Private Cable Channel and MMDS services), which current Channels are
set forth on ' 4(e) of Annex III.

     "Code" means the United States Internal Revenue Code of 1986, as amended.

     "Confidential  Information" means any information concerning the businesses
and affairs of a Party that is not already  generally  available  to the public,
and which is declared to be confidential by the disclosing party.

     "Environmental,  Health,  and Safety Laws" means all Local Laws  concerning
pollution  or  protection  of the  environment,  public  health and  safety,  or
employee  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.

     "Escrow  Agent"  means the  fiduciary  to be appointed by WCCI and VIVA who
will perform  services  pursuant to paragraph 2 hereinbelow in conformance  with
the laws governing and the standards practices  applicable to fiduciaries in the
jurisdiction chosen by the parties to the Escrow Agreement.

     "Escrow  Agreement"  means that certain escrow  agreement among Buyer,  the
Shareholders  and an escrow agent  acceptable  to Buyer in the form of Exhibit A
hereto.

     "GAAP" means United States generally accepted  accounting  principles as in
effect from time to time.
   
                                   111
<PAGE>


     "Holding Agent" means the agent appointed by WCCI and VIVA who will perform
services  pursuant to paragraph 2 hereinbelow in  conformance  with the standard
practices  of such  agents  in  Venezuela  and  pursuant  to the  Holding  Agent
Agreement.

     "Holding Trust" means that trust agreement  created  pursuant to Venezuelan
law to accomplish the obligations of the Holding Agent as set forth in paragraph
2 hereof.

     "Intellectual  Property"  means (a) all inventions  (whether  patentable or
unpatentable and whether or not reduced to practice),  all improvements thereto,
and all patents, patent applications, and patent disclosures,  together with all
reissuances,  continuations,  continuations-in-part,  revisions, extensions, and
reexaminations  thereof, (b) all trademarks,  service marks, trade dress, logos,
trade names, and corporate names,  together with all translations,  adaptations,
derivations,  and  combinations  thereof and including  all goodwill  associated
therewith,  and all  applications,  registrations,  and  renewals in  connection
therewith,  (c) all copyrightable  works, all copyrights,  and all applications,
registrations,  and renewals in connection therewith, (d) all mask works and all
applications, registrations, and renewals in connection therewith, (e) all trade
secrets and confidential  business  information  (including ideas,  research and
development,  know-how,  formulas,  compositions,  techniques,  technical  data,
designs, drawings, specifications, customer and supplier lists, pricing and cost
information,  and business and marketing plans and proposals),  (f) all computer
software (including data and related  documentation),  (g) all other proprietary
rights, and (h) all copies and tangible embodiments thereof (in whatever form or
medium).

     "Knowledge" means actual knowledge after reasonable investigation.

     "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),  including  any  liability for
Taxes.

                                      112
<PAGE>


     "License  Conditions" shall mean 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 extension requests, (c) where required, the licensee has built
facilities  pursuant to the licensee's initial  authorization,  (d) there are no
material  violations  of any Local Law with  respect  to such  Channel  License,
including, (i) no enforcement action or written inquiry that could result in the
termination  of, the material  impairment or forfeiture of, any rights under, or
material  fine or  forfeiture  with  respect to, such Channel  License,  (ii) no
Channels  shall be, or shall have  been,  non-operational  without  the grant of
special  temporary  authorization  from  the  appropriate  Local  Authority,  if
required,  and (iii) there shall be no written  renewal  challenges or inquiries
that could result in the termination  of, the material  impairment or forfeiture
of, any rights under or material fine or forfeiture  with respect to the Channel
License,  (e) no  substantive  petition to deny or other  substantive  objection
(including,   without  limitation,  any  interference  issues,  and  substantive
petitions to deny) relating to the Channels shall be pending or shall been filed
with the Local Authority,  (f) the Channel is licensed by the Local Authority to
Centuri\n,  and (g) no third party other than  Centuri\n  shall be  asserting or
have any rights to assert any interest in such Channel Licenses.

     "Local  Authority"  means any Venezuelan  governmental  agency,  authority,
division, or service having authority, control or jurisdiction over a particular
matter or event,  including,  specifically and without limitation,  the National
Commission of Telecommunications ("CONATEL") and the Office of Superintendent of
Foreign Investments ("SIEX") and any successor entities thereto.

     "Local Law" means all  applicable  statutes,  rules,  regulations,  orders,
decrees,  codes, rulings,  charges,  injunctions,  codes,  judgments and laws of
Venezuela and its various  states,  provinces,  localities,  municipalities  and
other political  subdivisions,  including  specifically and without  limitation,
those relating to the grant, operation,  renewal or transfer of Channel Licenses
and Wireline Services.

     "LMDS" means local multi-point distribution service, a transmission service
licensed by Local  Authority  using the frequencies of 27.5 through 29.5 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, visual and
audio programming, or any equivalent Local Law domestic transmission service.
   

                                   113

<PAGE>


     "MDS"  means  multi-point  distribution  service,  a  transmission  service
licensed by Local  Authority 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  used  primarily  for  the
distribution of commercial visual and 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 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 visual and audio programming and any equivalent Local
Law transmission service.

     "MVDS" means multi-point video distribution service, a transmission service
licensed by Local  Authority  using the frequencies of 40.5 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 visual and audio programming, or any equivalent Local
Law domestic transmission service.

     "Net Book  Value"  means  assets  minus  liabilities  as shown on the books
according to GAAP.

     "Offering" means an underwritten initial or other public offering of shares
of WCCI's  unissued  common stock which is registered  with the  Securities  and
Exchange  Commission (other than on Form S-8 or similar purpose form),  which is
listed for trading on the NASDAQ or other  exchange  acceptable  to WCCI and the
Shareholders, which results in net proceeds to WCCI of at least $20,000,000 and,
pursuant to which,  WCCI shall have a market  capitalization  (post money) of at
least $75,000,000.

     "Ordinary  Course of  Business"  means  the  ordinary  course  of  business
consistent with past custom and practice (including with respect to quantity and
frequency),  and as conducted  with the approval of Buyer after the date of this
Agreement,  which approval shall not be unreasonably withheld and which approval
shall be deemed  given if Buyer has not given a response  to VIVA  within  three
business days of its receipt of notice of the request for such approval.
   

                                       114

<PAGE>


     "Penalty Amount" means U.S. $200,000.

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

     "Person" means an individual, a partnership, a corporation, an association,
a joint stock company, a trust, a joint venture, an unincorporated organization,
or a governmental  entity (or any department,  agency, or political  subdivision
thereof), and any Local Law equivalent of any of the foregoing.

     "Pre-Closing Adjustments" means the Accounting Adjustments between the date
of September 30, 1996, and the date of Closing.

     "Private Cable Channels" means a multi-point  distribution and transmission
service licensed by Local Authority using the frequencies of approximately  17.5
through 18.5 GHz and rendered on microwave  frequencies from a fixed transmitter
location  simultaneously to multiple receiving facilities used primarily for the
distribution  of commercial  visual and audio  programming  and/or data,  and an
equivalent Local Law domestic transmission service.

     "Proprietary  Contacts"  means all Persons  with whom the party in question
has previously had substantive  discussions or negotiations regarding a business
relationship  similar to those contemplated by this Agreement or relating to the
business of the transmission or delivery of visual or audio programming or data.


                                      115
<PAGE>


     "Securities  Act"  means  the  United  States  Securities  Act of 1933,  as
amended, or any equivalent provision of Local Law.

     "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.

     "Share"  means any share of the common  stock or other equity of VIVA to be
acquired  by Buyer  from the  Shareholders  hereunder  and  constituting  in the
aggregate,  one hundred  percent (100%) of the issued and  outstanding  stock or
equity securities of VIVA.

     "Subscriber  Equivalent" means that number determined by a formula in which
the dividend is the gross subscriber  revenues in a given month as determined by
the cash collections for services billed pursuant to the Channel License and the
divisor is the basic subscriber rate for services billed pursuant to the Channel
License during the same month.

     "Subscriber Deterioration Adjustment" means the product of (i) $750 Dollars
of the United States of America times (ii) the negative  change,  if any, in the
number of Subscribers Equivalents between June 30, 1996, and the Closing date.

     "Subsidiary" means any corporation with respect to which a specified Person
(or a Subsidiary  thereof)  owns a majority of the common stock or has the power
to vote or direct the voting of sufficient securities to elect a majority of the
directors.

     "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.


                                      116

<PAGE>

     "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.

     "Underwriter"  means the underwriter (or lead  underwriter if there is more
than one underwriter) of the Offering.

     "Wireline Services" means a transmission  service licensed or franchised to
a Person for a designated  area by Local  Authority  which uses a primary  fixed
transmitter,  amplifiers and co-axial cable for signal transmission and which is
used primarily for the distribution of commercial  visual and audio  programming
or any equivalent Local Law domestic transmission and delivery system.

     2. Option and Purchase and Sale of Shares

     (a) Grant and  Exercise of Option.  During the period  beginning  as of the
date  hereof and  continuing  through  the date which is ten (10) days after the
Offering  but  not  later  than  March  31,  1997  (the  "Option  Period"),  the
Shareholders  collectively grant to Buyer the right and option (the "Option") to
acquire,  on and subject to the terms and conditions of this  Agreement,  all of
the Shares for the  consideration  specified in 2(c). Buyer shall be entitled to
exercise the Option at anytime  during the Option Period by providing  notice to
VIVA (which notice shall  constitute  notice to the  Shareholders) in accordance
with the notice provisions set forth below. The Option may be exercised by Buyer
only in full and not in part.  In the event that  Buyer  exercises  the  Option,
Buyer  shall  give  notice  to the  Shareholders  of the time and  place for the
Closing (as defined  below) at which Closing the  Shareholders  shall execute or
cause  to  be  executed  on  their  behalf  the  Stock  Registry  Book  of  VIVA
transferring the Shares of VIVA.

                                      117

<PAGE>


              (b) WCCI  investment  obligation  to  Centurion.  Pursuant  to the
Letter of Intent,  WCCI has made capital investments in or ordered equipment for
the benefit of Centurion totaling $450,000 United States Dollars in exchange for
which  Centurion has noted in its Stock  Registry the issuance of shares to WCCI
at the rate of 1% of the shares of Common Stock of Centuri\n  for each  $100,000
invested  by WCCI.  WCCI  shall make  further  capital  contributions  and shall
continue to receive shares in Centurion at the same rate until WCCI has received
11.53% of the common stock of Centurion,  such investments to be made by WCCI at
thirty day  intervals  beginning  on November  15,  1996,  and in the amounts of
$150,000 United States Dollars,  or with respect to the last investment tranche,
in whatever  amount less than $150,000  United States Dollars shall be necessary
to complete the investment to the amount of 11.53%. The obligation of WCCI to so
invest in Centurion shall cease when WCCI exercises the Option.

              (c)  Exercise  Price.  Buyer  agrees  to pay in  Venezuela  to the
Holding Agent on behalf of the  Shareholders at the Closing for  disbursement in
accordance  with the relative  percentages  set forth at ' 2(b) of Annex I, cash
and other  consideration  having a value of, but never more than, Eleven Million
Dollars of the United States of America (U.S.  $11,000,000)  less the Subscriber
Deterioration   Adjustment,   the  Accounting   Adjustments,   and   Pre-Closing
Adjustments (the "Exercise Price"). The Exercise Price shall not be decreased by
any amount of worker obligations (pasivos sociales) which amount will be assumed
by Buyer.  The Exercise  Price shall be comprised of cash or of (i) whole shares
of common stock of WCCI (the "Stock  Portion") which amount shall constitute 30%
of the Exercise Price (the "Stock Value") and (ii) cash which shall be delivered
by wire or  other  transfer  acceptable  to the  Shareholders  and  equal to the
balance of the Exercise Price (the "Cash Portion"). The number of shares of WCCI
common stock  comprising  the Stock  Portion shall be determined at the price of
the stock at the Offering  (the "WCCI Common  Stock  Price").  WCCI common stock
having a value of U.S.  $1,000,000  (based on the WCCI Common  Stock  Price) and
U.S.  $1,600,000  cash,  or should Buyer elect to pay the entire amount in cash,
then U.S.  $2,600,000  cash shall be deposited  into  escrow,  to be released in
accordance  with the  terms  of the  Escrow  Agreement.  In the  event  that the
Offering is not  completed,  the  Exercise  Price shall be made in cash,  if the
Option is exercised.

              (d)     Delivery to Holding Agent.

                                      118

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                      (i)  Within  seven (7)  business  days of the date of this
Agreement,  Shareholders and Buyer shall execute,  along with the Holding Agent,
the Holding Trust which shall,  inter alia,  provide:  (I) authorization for the
Holding  Agent to  transfer  and assign the Shares to Buyer upon  receipt by the
Holding Agent of a notice issued by Buyer and VIVA certifying that (a) Buyer has
exercised the Option and (b) Buyer is delivering simultaneously therewith to the
Holding Agent the Exercise Price; and (II) authorization, through an irrevocable
power of  attorney,  to vote the Shares of Buyer in Centuri\n so as to eliminate
Buyer=s  supermajority rights as described in the Shareholder  Agreement entered
into  concurrently  herewith  in the  event  that the  Option  is not  exercised
(Exhibit B); and  Shareholders  and Buyer shall deliver to such Holding Agent as
the Buyer and Shareholders shall agree upon the following:

                               (A)  the   Stock   Registry   of  VIVA  with  the
appropriate entries evincing ownership of the shares by each Shareholder; and

                               (B) the stock certificates, if any, that may have
been issued by VIVA to represent the shares.

                      (ii) In the event that the  Holding  Trust has not been so
executed then,  unless the same shall have occurred by reason of Buyer=s failure
or of Force Majeure, the Shareholders shall pay to Buyer immediately the Penalty
Amount,  if Buyer elects to terminate this Agreement  pursuant to the provisions
of paragraph 10 hereof.

                      (iii) On the date of this Agreement the Shareholders shall
cause the Stock  Registry  of VIVA to be placed  into a Safe  Deposit Box in the
Banco Mercantil in Caracas,  Venezuela,  where it shall remain until placed with
the  Holding  Agent  pursuant  to this  paragraph  2(d) or until this  Agreement
terminates  pursuant to paragraph 10 hereof.  The  Shareholders  shall cause the
Bank to require the  signatures  of Donald A.  Williams,  a resident of Caracas,
Venezuela, and of Carolina Lanao, a resident of Caracas,  Venezuela, to open the
Safe Deposit Box.

                                      119

<PAGE>

     (e)  Deliveries and Actions at Closing.  At closing (the  "Closing") of the
purchase by Buyer of the Shares as a result of its  exercise of the Option which
shall occur within 30 days of the exercise of the Option,  (i) the  Shareholders
and VIVA shall deliver to Buyer the various documents, certificates, instruments
and filings referred to in ' 7 below, and (ii) Buyer will deliver (or cause WCCI
to delivery,  as appropriate)  to the  Shareholders  the various  consideration,
certificates,  instruments and documents referred to in ' 7 below; and (iii) the
Holding  Agent and Buyer will execute the transfer  entry in the Stock  Registry
Book of VIVA  selling and  assigning  the Shares to Buyer and the Holding  Agent
shall release the Stock Registry Book of Viva to Buyer.

     3. Representations and Warranties of Buyer and Shareholders  Concerning the
Transaction

     (a)  Representations and Warranties of Buyer. Buyer represents and warrants
to the Shareholders that the statements contained in this ' 3(a) are correct and
complete as of the date of this Agreement and will be correct and complete as of
the date of the Closing, as though made then and as though the Closing date were
substituted for the date of this Agreement throughout this ' 3(a), except as set
forth in Annex II attached hereto.

                      (i)  Organization  of Buyer.  Buyer is a corporation  duly
organized,  validly  existing,  and in  good  standing  under  the  laws  of the
jurisdiction of its incorporation.

                      (ii)  Authorization  of Transaction.  Buyer 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
constitutes  the valid and legally binding  obligation of Buyer,  enforceable in
accordance  with its terms and  conditions.  Buyer  need not give any notice to,
make any filing with, or obtain any authorization,  consent,  or approval of any
government or governmental agency, lender,  shareholder or third party, in order
to consummate the transactions contemplated by this Agreement.

                      (iii)  Noncontravention.  Neither  the  execution  and the
delivery  of  this  Agreement,   nor  the   consummation  of  the   transactions
contemplated  hereby,  will (A) violate any constitution,  statute,  regulation,
rule, injunction,  judgment, order, decree, ruling, charge, or other restriction
of any government,  governmental  agency,  or court to which Buyer is subject or
any provision of its charter or bylaws or (B) 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,  unsecured
loan, or other  arrangement to which Buyer 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 Buyer to perform hereunder.

120

<PAGE>

                      (iv) Brokers Fees. Buyer 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 VIVA or the  Shareholders
could become liable or obligated.

                      (v)   Investment.   Buyer  is  acquiring  the  Shares  for
investment  purposes and not with a view to or for sale in  connection  with any
distribution thereof within the meaning of the Securities Act.

     (b)  Representations  and  Warranties  of  Shareholders.  Each  Shareholder
represents and warrants to Buyer that the statements contained in this '3(b) 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 '3(a)) with
respect to himself, except as set forth in Annex II attached hereto.

                      (i)  Authorization  of Transaction.  Such  Shareholder has
full power and  authority to execute and deliver this  Agreement  and to perform
his  obligations  hereunder.  This Agreement  constitutes  the valid and legally
binding obligation of such Shareholder, enforceable in accordance with its terms
and conditions.  Such  Shareholder  need not give any notice to, make any filing
with, or obtain any  authorization,  consent,  or approval of any  government or
governmental agency in order to consummate the transactions contemplated by this
Agreement.

                      (ii)   Noncontravention.   To  the   Knowledge   of   each
Shareholder,  neither the execution and the delivery of this Agreement,  nor the
consummation  of the  transactions  contemplated  hereby,  will (A)  violate any
constitution,  statute, regulation,  rule, injunction,  judgment, order, decree,
ruling, charge, or other restriction of any government,  governmental agency, or
court to which such  Shareholder is subject or, (B) 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 such  Shareholder is a party or by which he is bound or to
which any of his 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 such Shareholder to perform hereunder.

                                      121

<PAGE>

                      (iii) Brokers Fees.  Such  Shareholder 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 Buyer could
become liable or obligated.

                      (iv)  Shares.  Such  Shareholder  holds of record and owns
beneficially  the  number of Shares set forth next to his name in '4(b) of Annex
II, free and clear of any  restrictions on transfer (other than any restrictions
under the Securities Act and local securities laws), Taxes,  Security Interests,
options, warrants,  purchase rights, contracts,  commitments,  equities, claims,
and demands.  Such Shareholder is not a party to any option,  warrant,  purchase
right,  or other contract or commitment  that could require such  Shareholder to
sell,  transfer,  or otherwise  dispose of any capital  stock of VIVA other than
pursuant  to this  Agreement.  Such  Shareholders  are not a party to any voting
trust,  proxy, or other agreement or understanding with respect to the voting of
any capital stock of VIVA except with respect to the Holding Trust.

     4  Representations  and  Warranties  of  the  Shareholders  and  VIVA.  The
Shareholders  and  VIVA  represent  and  warrant  to Buyer  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 such date was substituted for the date of this Agreement
throughout this ' 4), except as set forth in Annex III delivered by Shareholders
and VIVA to Buyer on the date hereof.

                                      122

<PAGE>

     (a)  Organization,  Qualification,  and Corporate Power. VIVA is a sociedad
anonima duly organized,  validly existing, and in good standing under Local Law.
VIVA is duly  authorized to conduct  business and is in good standing  under the
laws of each jurisdiction  where such  qualification is required.  VIVA has full
power and authority and all licenses,  permits, and authorizations  necessary to
carry  on the  businesses  in  which it is  engaged  and in  which it  presently
proposes  to  engage  and to own and use the  properties  owned  and used by it.
Section 4(a) of Annex III lists the  directors  and  officers of VIVA.  VIVA has
delivered to Buyer correct and complete copies of the charter or  organizational
deed of VIVA (as amended to date).  The minute books  (containing the records of
meetings of the stockholders,  the board of directors, and any committees of the
board of directors), the stock certificate books, and the stock record books and
the Stock  Registry  of VIVA are correct  and  complete.  VIVA is not in default
under or in violation of any provision of its charter or organizational deed.

     (b)  Capitalization.  The  entire  authorized  capital  stock  of  VIVA  of
3,000,000  shares of common stock,  par value 100 Bs. each,  of which  3,000,000
common shares were issued and  outstanding.  The Shares  constitute  one hundred
percent (100%) of the issued and  outstanding  shares of VIVA. All of the issued
and  outstanding  shares of common stock of VIVA has been duly  authorized,  are
validly  issued,  fully paid, and  nonassessable,  and are held of record as set
forth in ' 4(b) of Annex III. There are no  outstanding  or authorized  options,
warrants,  purchase rights,  subscription  rights,  conversion rights,  exchange
rights,  or other  contracts or  commitments  that could  require VIVA to issue,
sell, or otherwise  cause to become  outstanding any additional or other capital
stock. There are no outstanding or authorized stock appreciation, phantom stock,
profit  participation,  or  similar  rights  with  respect  to VIVA.  Except  as
described herein,  there are no voting trusts,  proxies,  or other agreements or
understandings  with  respect to the voting of the  capital  stock of VIVA.  The
Shares are duly authorized,  validly issued, fully paid and nonassessable shares
of the capital stock of VIVA,  subject to no lien,  charge or encumbrance of any
nature other than arising under applicable securities laws.

     (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 VIVA is subject or any provision of the
charter or  organizational  deed of VIVA,  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  VIVA is a party  or by which it is bound or to which  its
assets are subject (or, except as contemplated hereby,  result in the imposition
of any Security Interest upon any of such assets), including,  specifically, the
Permits,  Channel  Licenses  or rights  relating  to the  Channels  or  Wireline
Services  for which VIVA has  commercialization  rights.  VIVA need not give any
notice  to,  make any filing  with,  or obtain any  authorization,  consent,  or
approval of, any government or  governmental  agency or third party in order for
the Parties to consummate the transactions contemplated by this Agreement.
                                      123

<PAGE>

     (d) Brokers  Fees.  VIVA 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.

     (e)  Title to  Assets.  VIVA has good and  marketable  title to, or a valid
leasehold or license  interest in, the properties and assets used by it, located
on its  premises,  or shown on its  respective  Most  Recent  Balance  Sheet (as
hereafter  defined) or acquired  after the date  thereof,  free and clear of all
Security Interests, except for properties and assets disposed of in the Ordinary
Course of Business since the date of the Most Recent Balance Sheet.  The Channel
Licenses,  Channels,  Permits and Wireline  Services  held by Centurion  and for
which VIVA has  commercialization  rights in the Market, are described on ' 4(e)
of Annex III.  Centurion  has  granted to VIVA the  exclusive  commercialization
rights  relating  to such  Channel  Licenses,  Channels,  Permits  and  Wireless
Services  for the  Republic of  Venezuela  in  accordance  with the terms of the
various agreements  previously delivered to Buyer. The Channel Licenses meet the
License  Conditions.  To the Knowledge of VIVA and the  Shareholders,  Centuri\n
owns,  holds or possesses all Permits,  and is in  compliance  with all material
obligations  with respect to such Permits and, to the  Knowledge of VIVA and the
Shareholders,  no event has occurred which permits, or upon the giving of notice
or lapse of time or otherwise  would permit,  revocation or  termination  of any
such Permits. To the Knowledge of VIVA and the Shareholders, except as set forth
on ' 4(e) of Annex  III,  each of the  Permits is valid and is in full force and
effect  and there are no  existing  proceedings,  complaints  or  investigations
pending, or to the Knowledge of VIVA or the Shareholders, threatened, before any
local  authority  relating to any of such  Permits or to the right or ability of
Centurion to maintain,  acquire or otherwise hold such Permits. To the Knowledge
of VIVA and the  Shareholders,  the  Channels  are being  operated  in  material
compliance with the terms and conditions of their  respective  Channel  Licenses
and other  Permits and all other Local Law.  Also  attached at 4(e) of Annex III
are complete and correct copies of the forms of all Subscriber  Agreements  used
by VIVA  relating to the  Wireline  Services  or the  Channels,  a complete  and
correct list of all Subscribers as of August 1996, and copies of all programming
or other  contracts  relating to the Wireline  Services and the  Channels.  Each
Subscriber Agreement relating to such Subscribers is in full force and effect as
of the date of such list.
                                      124

<PAGE>

     (f) VIVA and Subsidiaries. VIVA has no subsidiaries.nd Subsidiaries

     (g)  Financial  Statements.  Attached  as Section  4(g) of Annex III is the
beginning financial statement (the "Financial Statement"):  (i) 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,  1995,  (the "Most  Recent  Fiscal  Year End") for  Seller;  (ii)  unaudited
consolidated and consolidating  balance sheets (the "Most Recent Balance Sheet")
and  statements  of  income,  changes  in  stockholders'  equity,  and cash flow
(collectively,  the  "Most  Recent  Financial  Statements")  as of and for the 9
months ended  September 30, 1996 (the "Most Recent  Quarter End") for VIVA;  and
(iii) a  statement  of  gross  subscriber  revenues  as  determined  by the cash
collections  for services  billed pursuant to the Channel License as of June 30,
1996, and the basic  subscriber rate for services billed pursuant to the Channel
License  during the same month.  The Financial  Statements  (including the notes
thereto)  have been  prepared in  accordance  with GAAP  applied on a consistent
basis  throughout  the periods  covered  thereby,  present  fairly the financial
condition  of VIVA as of such dates and the  results of  operations  of VIVA for
such periods,  are correct and complete,  and are consistent  with the books and
records of VIVA (which books and records are correct and complete).

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

                      (i) VIVA has not sold,  leased,  transferred,  or assigned
any of its assets,  tangible or intangible,  other than for a fair consideration
in the Ordinary Course of Business;

                      (ii) VIVA has not entered  into any  agreement,  contract,
lease,  or license  (or series of related  agreements,  contracts,  leases,  and
licenses) either involving more than U.S. $10,000 or outside the Ordinary Course
of Business;

                      (iii)  no  party   (including   VIVA)   has   accelerated,
terminated, modified, or canceled any agreement, contract, lease, or license (or
series of related  agreements,  contracts,  leases, and licenses) involving more
than U.S. $10,000 to which VIVA is a party or by which it is bound;

                      (iv) VIVA has not imposed any Security  Interest  upon any
of its assets, whether tangible or intangible;

                      (v) VIVA has not made any capital  expenditures or capital
investment  in, any loan to, or any  acquisition of the securities or assets of,
any  other  Person  (or  series  of  related  capital  investments,  loans,  and
acquisitions)  either  involving more than U.S.  $10,000 or outside the Ordinary
Course of Business;

                      (vi) VIVA has not  issued  any note,  bond,  or other debt
security or created,  incurred,  assumed,  or guaranteed  any  indebtedness  for
borrowed money or capitalized  lease obligation  either involving more than U.S.
$10,000 singly or U.S. $50,000 in the aggregate;

                      (vii) VIVA has not  delayed or  postponed  the  payment of
accounts payable and other Liabilities outside the Ordinary Course of Business;

                      (viii)  VIVA has not  canceled,  compromised,  waived,  or
released  any right or claim (or series of related  rights  and  claims)  either
involving more than U.S. $10,000 or outside the Ordinary Course of Business;

                                      126

<PAGE>

                      (ix) VIVA has not issued,  sold, or otherwise  disposed of
any of its capital stock, or granted any options,  warrants,  or other rights to
purchase or obtain (including upon conversion, exchange, or exercise) any of its
capital  stock  or  declared,  set  aside,  or paid  any  dividend  or made  any
distribution  with respect to its capital stock  (whether in cash or in kind) or
redeemed, purchased, or otherwise acquired any of its capital stock;

                      (x)  VIVA  has not  experienced  any  significant  damage,
destruction, or loss (whether or not covered by insurance) to its property;

                      (xi) VIVA has not 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
bound or granted any increase in the base  compensation of any of its 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
directors, officers, and employees (or taken any such action with respect to any
other Employee Benefit Plan);

                      (xii)  there has not been any other  material  occurrence,
event,  incident,  action,  failure to act, or transaction  outside the Ordinary
Course of Business involving VIVA; and

                      (xiii) VIVA has not committed to any of the foregoing.

     (i) Undisclosed  Liabilities.  VIVA has no Liability (and there is no Basis
for any present or future  action,  suit,  proceeding,  hearing,  investigation,
charge,  complaint,  claim,  or demand against it giving rise to any Liability),
except  for (i)  Liabilities  set forth on the face of the Most  Recent  Balance
Sheet (rather than in any notes thereto) and (ii) Liabilities  which have arisen
after the Most Recent  Quarter End in the Ordinary  Course of Business  (none of
which  results  from,  arises  out of,  relates  to, is in the nature of, or was
caused by any breach of contract,  breach of warranty,  tort,  infringement,  or
violation of law).

                                      127
<PAGE>


     (j)  Legal  Compliance.  VIVA and  each of its  predecessors,  if any,  has
complied  with  all  Local  Law  and  no  action,  suit,  proceeding,   hearing,
investigation,  charge,  complaint,  claim,  demand, or notice has been filed or
commenced against it alleging any failure so to comply.

     (k) Tax Matters

                      (i) VIVA has  filed all Tax  Returns  it was  required  to
file. All such Tax Returns were correct and complete in all respects.  All Taxes
owed by VIVA  (whether or not shown on any Tax Return)  have been paid.  VIVA is
not beneficiary of any extension of time within which to file any Tax Return. No
claim has been made by an authority in a  jurisdiction  where VIVA does not file
Tax Returns that it is or may be subject to taxation by that jurisdiction. There
are no Security  Interests on any of the assets of VIVA that arose in connection
with any failure (or alleged failure) to pay any Tax.

                      (ii) VIVA 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 and has
appropriate resources for all such liabilities.

                      (iii)  VIVA does not expect  any  authority  to assess any
additional  Taxes for any period for which Tax Returns for VIVA have been filed.
There is no dispute or claim  concerning  any Tax  Liability  of VIVA either (A)
claimed  or raised by any  authority  in  writing or (B) as to which VIVA or the
Shareholders  have Knowledge based upon personal  contact with any agent of such
authority.  Section 4(k) of Annex III lists all Local Law and foreign income Tax
Returns  filed  with  respect  to VIVA  for  taxable  periods  ended on or after
December  31, 1995,  indicates  those Tax Returns  that have been  audited,  and
indicates  those Tax Returns that  currently are the subject of audit.  VIVA has
delivered  to Buyer  correct  and  complete  copies  of all  such  Tax  Returns,
examination reports,  and statements of deficiencies  assessed against or agreed
to by VIVA since December 31, 1995.

                                      128

<PAGE>

                      (iv) VIVA has not waived any  statute  of  limitations  in
respect  of Taxes or  agreed to any  extension  of time  with  respect  to a Tax
assessment or deficiency.

                      (v)  VIVA  has not  been a  United  States  real  property
holding corporation within the meaning of Code ' 897(c)(2) during the applicable
period  specified  in Code '  897(c)(1)(A)(ii).  VIVA is not a party  to any Tax
allocation  or sharing  agreement.  VIVA has no  Liability  for the Taxes of any
Person as a transferee or successor, by contract, or otherwise.

                      (vi) The unpaid  Taxes of VIVA (A) did not, as of its Most
Recent  Quarter  End,  exceed the reserves  for Tax  Liability  (rather than any
reserves for deferred Taxes  established to reflect timing  differences  between
book and Tax  income)  set forth on the face of its Most  Recent  Balance  Sheet
(rather  than in any notes  thereto)  and (B) do not exceed  those  reserves  as
adjusted for the passage of time through the dates of the Cost Closing hereunder
in  accordance  with the past  custom and  practice  of Seller in filing its Tax
Returns.

     (l) Real Property

                      (i)  Section  4(l) of Annex III  contains a  complete  and
accurate list of all real property owned by VIVA, and VIVA has delivered or made
available to Buyer copies of the deeds and other  instruments  (as  recorded) by
which VIVA acquired such real  property and  interests,  and copies of all title
insurance  policies,  opinions,  abstracts and surveys in the possession of VIVA
and relating to such property. VIVA owns, with good and marketable title, all of
the  properties  that  it  purports  to  own,  including  all of the  properties
reflected in its Most Recent  Balance  Sheet.  All such  properties are free and
clear of all encumbrances and are not subject to any rights of way, building use
restrictions,  exceptions,  variances, reservations or limitations of any nature
except, with respect to such real property,  (i) mortgages or security interests
shown on such Most Recent  Balance Sheet as securing  specified  liabilities  or
obligations,  with  respect to which no default (or event  that,  with notice or
lapse of time or both,  would  constitute a default)  exists,  (ii) mortgages or
security  interests  incurred in  connection  with the purchase of such property
(with respect to which no default or event that, with notice or lapse or time or
both, would constitute a default exists),  (iii) Liens for current taxes not yet
due, and (iv) minor imperfections of title, if any, none of which is material in
amount, materially detract from the value or impairs the use of the property, or
impairs the operations of VIVA, and zoning laws and other land use  restrictions
that do not  impair the  present  or  anticipated  use of the  property  subject
thereto.  All  buildings  and  structures  owned by VIVA lie  wholly  within the
boundaries  of the real  property  owned by VIVA  and do not  encroach  upon the
property  of, or  otherwise  conflict  with the  property  rights  of, any other
Person.


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                      (ii)  Section  4(l) of Annex III  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 VIVA 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 ' 4(l)  being  referred  herein  as the  "Leased  Property").  Except as
disclosed  in ' 4(l) of Annex III,  the  Leases:  (a) are each in full force and
effect and are each legal,  valid and binding  obligations of VIVA; and (b) will
continue in effect after the date of the Closings without the consent,  approval
or act of, or the making of any filing with,  any other party.  VIVA,  is not in
default in any material respect or received a notice of default thereunder which
has not been cured.  To the  Knowledge  of VIVA and the  Shareholders,  no other
party to any such Lease is in material default  thereunder.  Except as disclosed
in ' 4(l) of Annex III,  VIVA has valid  (except with respect to the interest of
lessors in leasehold  improvements)  leasehold interests in the Leased Property,
free and clear of all Liens,  created by VIVA,  and to the Knowledge of VIVA and
the Shareholders, are free and clear of all Liens. Except as set forth in ' 4(l)
of Annex III,  there are no security  deposits held by VIVA under any Leases and
there are no arrearages in rent or additional rent under any such Leases.

     (m) Intellectual Property

                      (i) VIVA  complies  with all  Local  Laws and  regulations
governing or relating to the  Intellectual  Property.  Each item of Intellectual
Property owned or used by VIVA immediately prior to the Closings  hereunder will
be  owned  or  available  for use by  VIVA on  identical  terms  and  conditions
immediately  subsequent to such Closings hereunder.  The Shareholders shall take
all  steps  necessary  to  assure  the  continued  use by VIVA  of each  item of
intellectual property.


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                      (ii)  VIVA has not,  under  Local  Law,  interfered  with,
infringed  upon,  misappropriated,  or  otherwise  come into  conflict  with any
Intellectual  Property  rights of third  parties,  and VIVA has not received any
charge,  complaint,  claim,  demand,  or notice alleging any such  interference,
infringement, misappropriation, or violation (including any claim that VIVA must
license or  refrain  from using any  intellectual  property  rights of any third
party).  To the  Knowledge  of VIVA  and the  Shareholders  no third  party  has
interfered  with,  infringed  upon,  misappropriated,  or  otherwise  come  into
conflict with any Intellectual Property rights of VIVA.

                      (iii) Section 4(m) of Annex III identifies each trade name
or  unregistered  trademark used by VIVA in connection  with its business.  With
respect to each item of  Intellectual  Property  required to be  identified in '
4(m) of Annex III: (A) VIVA possesses all right,  title,  and interest in and to
the  item,  free  and  clear  of  any  Security  Interest,   license,  or  other
restriction;  (B)  the  item  is  not  subject  to any  outstanding  injunction,
judgment,  order, decree,  ruling, or charge; (C) no action,  suit,  proceeding,
hearing,  investigation,  charge, complaint,  claim, or demand is pending or, to
the Knowledge of VIVA is threatened  which  challenges  the legality,  validity,
enforceability,  use, or ownership  of the item;  and (D) VIVA has not agreed to
indemnify   any   Person  for  or  against   any   interference,   infringement,
misappropriation, or other conflict with respect to the item.

                      (iv)  Section  4(m) of Annex III  identifies  each item of
Intellectual  Property  that any third party owns and that VIVA uses pursuant to
license,  sublicense,  agreement, or permission. VIVA has delivered to the Buyer
correct and complete copies of all such licenses,  sublicenses,  agreements, and
permissions  (as  amended to date).  With  respect to each item of  Intellectual
Property  required to be so  identified in ' 4(m) of Annex III: (A) the license,
sublicense, agreement, or permission covering the item is legal, valid, binding,
enforceable, and in full force and effect, and will continue to be legal, valid,
binding,  enforceable, and in full force and effect on identical terms following
the Closing; (B) no party to the license,  sublicense,  agreement, or permission
is in breach or default, and no event has occurred which with notice or lapse of
time would constitute a breach or default or permit  termination,  modification,
or  acceleration   thereunder;   (C)  with  respect  to  each  sublicense,   the
representations  and warranties  set forth in subsections  (A) and (B) above are
true and correct with respect to the underlying license; (D) the underlying item
of Intellectual Property is not subject to any outstanding injunction, judgment,
order,  decree,  ruling, or charge; (E) no action,  suit,  proceeding,  hearing,
investigation,  charge,  complaint,  claim,  or  demand  is  pending  or, to the
Knowledge  of VIVA and the  Shareholders  is  threatened  which  challenges  the
legality,  validity,  or  enforceability  of the underlying item of Intellectual
Property;  and (F) VIVA has not granted  any  sublicense  or similar  right with
respect to the license, sublicense, agreement, or permission.


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<PAGE>


                      (v) To the Knowledge of VIVA and the  Shareholders,  under
Local Law no use or license of the Intellectual  Property by VIVA will interfere
with, infringe upon,  misappropriate,  or otherwise come into conflict with, any
Intellectual  Property  rights of third  parties  as a result  of the  continued
operation  of such  party's  business as  presently  conducted  and as presently
proposed to be conducted.

     (n)  Tangible  Assets.  VIVA  owns  or  leases  all  buildings,  machinery,
equipment,  and other tangible assets  necessary for the conduct of its business
as presently  conducted.  Each such tangible asset is free from defects  (patent
and latent), has been maintained in accordance with normal industry practice, is
in good operating condition and repair (subject to normal wear and tear), and is
suitable  for the  purposes  for which it  presently  is used and  presently  is
proposed to be used.

     (o) Inventory. The inventory of VIVA consists of supplies, manufactured and
purchased  parts and finished goods,  all of which is used in customer  premises
operations,  or in the  origination,  routing,  termination and  broadcasting of
telecommunications,  and which is merchantable and fit for the purpose for which
it was procured, and none of which is obsolete,  damaged, or defective,  subject
only to the reserve for  inventory  write down set forth on the face of the Most
Recent  Balance  Sheet  (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 VIVA. Such inventory is held by VIVA as set forth on ' 4(o) of Annex
III.

     (p) Contracts.  Section 4(p) of Annex III lists the following contracts and
other agreements to which VIVA 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. $10,000 per annum;

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<PAGE>


                      (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 VIVA or involve  consideration  in
excess of U.S. $10,000;

                      (iii) any  agreement  concerning  a  partnership  or joint
venture;

                      (iv) any agreement (or group of related  agreements) under
which VIVA has created,  incurred,  assumed,  or guaranteed any indebtedness for
borrowed money, or any capitalized lease  obligation,  in excess of U.S. $10,000
or under  which any such  party has  imposed a Security  Interest  on any of its
assets, tangible or intangible;

                      (v)   any   agreement   concerning    confidentiality   or
noncompetition arrangements;

                      (vi)     any agreement between VIVA and its affiliates;

                      (vii) 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;

                      (viii)   any collective bargaining agreement;

                      (ix) 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.  $10,000 or  providing  severance  benefits,  other than those
severance obligations imposed by Venezuelan labor law;

                      (x) any  agreement  under which it has  advanced or loaned
any amount to any of its directors, officers, and employees outside the Ordinary
Course of Business; or


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<PAGE>

                      (xi) any  agreement  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
VIVA or any other agreement (or group of related  agreements) the performance of
which  involves  consideration  in excess of U.S.  $10,000,  and all  agreements
relating to the Channels, Wireline Services, Permits, and Channel Licenses.

VIVA  has  delivered  to  Buyer a  correct  and  complete  copy of each  written
agreement  listed  in ' 4(p) of Annex  III (as  amended  to date)  and a written
summary  setting forth the terms and conditions of each oral agreement  referred
to in ' 4(p)  of  Annex  III . With  respect  to each  such  agreement:  (A) the
agreement is legal, valid, binding,  enforceable,  and in full force and effect;
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) no party is in  breach or  default,  and 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.

     (q) Notes and Accounts  Receivable.  All notes and accounts  receivable  of
VIVA are  reflected  properly on its 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 Most  Recent  Balance
Sheet  (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 VIVA
and in accordance with GAAP.

     (r)  Powers of  Attorney.  There  are no  outstanding  powers  of  attorney
executed on behalf of VIVA.

     (s)  Issuance.  VIVA has,  with  respect to its  properties  and  business,
insurance  of such  nature,  with  such  terms  and in  such  amounts  as  would
reasonably  be  maintained  with  respect  to  similar  properties  and  similar
businesses.  Section  4(s) of Annex III  identifies  (indicating  policy  owner,
carriers and effective dates) all policies of insurance, including the insurance
providing  benefits  for  employees,  owned,  held or  maintained  by or for the
benefit of VIVA or under which VIVA is a named  insured on the date hereof.  All
such  policies  are in full force and effect  and no notice of  cancellation  or
termination has been received with respect to such insurance except as set forth
on Section 4(s) of Annex III.

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<PAGE>


     (t) Litigation. Section 4(t) of Annex III sets forth each instance in which
VIVA (i) is subject to any  outstanding  injunction,  judgment,  order,  decree,
ruling,  or  charge  or (ii)  is a party  or,  to the  Knowledge  of VIVA or the
Shareholders is threatened to be made 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 ' 4(t) of Annex III  could  result in any  material
adverse  change in the business,  financial  condition,  operations,  results of
operations,   or  future  prospects  of  VIVA.  Neither  VIVA  nor  any  of  the
Shareholders  have reason to believe  that any such  action,  suit,  proceeding,
hearing, or investigation may be brought or threatened against it.

     (u) Product Warranty.  Each product sold,  leased, or delivered by VIVA has
been sold,  leased or delivered in conformity  with all  applicable  contractual
commitments  and all express and implied  warranties,  and VIVA has no Liability
(and  there is no Basis for any  present  or future  action,  suit,  proceeding,
hearing,  investigation,  charge, complaint,  claim, or demand against it giving
rise to any  Liability)  for  replacement  or repair thereof or other damages in
connection  therewith.  VIVA has no  Liability  (and  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 Liability)
arising  out of any  injury  to  individuals  or  property  as a  result  of the
ownership, possession, or use of any product sold, leased, or delivered by VIVA.

     (v) Employees.  To the Knowledge of VIVA and the Shareholders no executive,
key  employee,  or group of employees of VIVA has any plans to terminate  his or
her employment  with VIVA.  Except as set forth on ' 4(v) of Annex III, is not a
party to or bound by any collective bargaining agreement, nor has it experienced
any strikes,  grievances,  claims of unfair labor practices, or other collective
bargaining disputes.  VIVA has not committed any unfair labor practice. VIVA has
no Knowledge of any organizational  effort presently being made or threatened by
or on behalf of any labor union with respect to employees of VIVA.


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<PAGE>

     (w) Employee Benefits. Section 4 (w) of Annex III list all the employees of
VIVA.  With  respect to such  employees,  VIVA has made  reserves  for all labor
benefits,  termination  indemnities  and  any  other  benefits,  indemnities  or
payments, whether in cash or in kind, statutory or contractual,  due pursuant to
the Organic Labor Law, Social Security Law,  Housing Policy Law,  Organic Law on
Prevention, Conditions and Working Environment, Law of the National Institute of
Cooperative Education (INCE), as well as their corresponding Regulations and any
other labor  provision or Regulation,  including,  but not limited to,  bonuses,
night shift pay,  overtime pay,  vacation pay,  vacation bonus,  profit sharing,
indemnity  for seniority or applicable  severance  benefits  (double or single),
termination notice (double or single), indemnifications for industrial accidents
or work illnesses,  travel expenses and per diem expenses.  In this  connection,
attached  hereto as Section 4 (w) of Annex III are (i) a  certificate  issued by
the Ministry of Labor  stating that VIVA has no pending  claims,  procedures  or
liabilities  before  the  Ministry;  (ii) a  certificate  issued  by the  Social
Security Institute (IVSS) stating that VIVA has no pending claims, procedures or
liabilities before IVSS; and (iii) a certificate issued by the INCE stating that
VIVA has no pending claims,  procedures or liabilities  before INCE. VIVA has no
pension or other  retirement  plans or programs or any  profit-sharing  or other
benefit plans for its employees or officers.  If any of VIVA=s current or former
employees or workers shall file, threaten to file or cause to file, directly and
indirectly,  any  claims  against  Buyer  for  payment  of any  labor  benefits,
termination indemnities and any other benefits, indemnities or payments, whether
in cash or in kind, statutory or contractual, pursuant to the Organic Labor Law,
Social Security Law, Housing Policy Law,  Organic Law on Prevention,  Conditions
and Working Environment,  Law of the National Institute of Cooperative Education
(INCE) as well as their corresponding  Regulations and any other labor provision
or Regulation, including, but not limited to, bonuses, night shift pay, overtime
pay,  vacation pay, vacation bonus,  profit sharing,  indemnity for seniority or
applicable severance benefits (double or single),  termination notice (double or
single),  indemnifications  for industrial  accidents or work illnesses,  travel
expenses and per diem expenses,  and VIVA does not have the appropriate  reserve
to make payment of the claims,  Shareholders shall be solely responsible for any
such claims.

     (x)  Guaranties.  VIVA is not a guarantor  or  otherwise  is liable for any
Liability or obligation (including indebtedness) of any other Person.


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<PAGE>

     (y) Environment, Health, and Safety

                      (i) VIVA has complied 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 it
alleging  any  failure so to comply.  Without  limiting  the  generality  of the
preceding  sentence,  VIVA has obtained and been in  compliance  with all of the
terms and conditions of all permits,  licenses,  and other  authorizations which
are required under, and has complied with all other  limitations,  restrictions,
conditions, standards, prohibitions,  requirements,  obligations, schedules, and
timetables which are contained in, all Environmental, Health, and Safety Laws.

                      (ii)  VIVA  has no  Liability  (and  VIVA has  handled  or
disposed of any substance,  arranged for the disposal of any substance,  exposed
any employee or other  individual  to any  substance or  condition,  or owned or
operated  any  property  or facility in any manner that could form the Basis for
any present or future action, suit, proceeding, hearing, investigation,  charge,
complaint,  claim,  or demand  against  VIVA giving rise to any  Liability)  for
damage to any site, location, or body of water (surface or subsurface),  for any
illness of or personal  injury to any employee or other  individual,  or for any
reason under any Environmental, Health, and Safety Law.

     (z) Certain Business  Relationships  with VIVA. Neither VIVA nor any of its
Affiliates owns any asset, tangible or intangible, which is used in the business
of Centuri\n other than the Channels.

     (aa) Disclosure.  The representations and warranties  contained in this ' 4
do not  contain  any untrue  statement  of a material  fact or omit to state any
material  fact  necessary  in  order  to make  the  statements  and  information
contained in this ' 4 not misleading.

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


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     (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
the waiver, of the Closing conditions set forth in ' 7 below).

     (b) Notices and Consents.  VIVA will give any notices to third parties, and
will use its Best Efforts to obtain any third party consents, that the Buyer may
request or Local Law may require in connection with the matters referred to in '
4 above.  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 ' 3 and ' 4
above.

     (c) Operation of Business.  VIVA will not to 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,  VIVA will not (i)
increase its capital or issue new shares;  (ii) declare,  set aside,  or pay any
dividend or make any  distribution  with respect to its capital stock or redeem,
purchase,  or  otherwise  acquire any of its capital  stock,  or (ii)  otherwise
engage in any practice,  take any action,  or enter into any  transaction of the
sort described in ' 4(h) above. The Shareholders  shall amend the Bylaws of VIVA
to appoint as the  General  Manager of VIVA such  person as Buyer and VIVA shall
designate who shall serve in such capacity until Closing.  Such General  Manager
shall have full  authority  under the Bylaws to carry out the  business of VIVA.
From the date of this Agreement  until  Closing,  the Board of Directors of VIVA
shall give  notice of at least 10 days to Buyer of all Board  meetings  so as to
allow Buyer to have a representative present at the Board meeting, and the Board
of  Directors of VIVA shall allow such  representative  of VIVA to be present at
and to participate in all such Board meeting, but such representative shall have
no right to vote on issues  before the Board.  In the event that this  agreement
terminates  prior to the Closing,  then the provisions of this  paragraph  shall
have no further force and effect.

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<PAGE>

     (d) Perservation  and Conduct of Business.  VIVA will keep its business and
properties  substantially  intact,  including its present  operations,  physical
facilities,  working  conditions,  and  relationships  with lessors,  licensors,
suppliers,  customers,  and  employees.  Notwithstanding  the  generality of the
foregoing,  VIVA shall operate and carry on its business in the Ordinary  Course
of Business,  except as contemplated  herein.  The Parties  understand and agree
that VIVA may engage in certain  activities  designed to increase the Subscriber
base or  relating  to  capital  or  system  improvements.  Except  as  expressly
contemplated by this Agreement VIVA shall not make any change in its business or
operations  that  is not  in  the  Ordinary  Course  of  Business  or  make  any
non-capital expenditure except in accordance with the budget or budgets approved
in writing by Buyer from time to time,  which  approval will be given if, in the
reasonable  judgment of Buyer,  such  expenditure  is  necessary  to maintain or
improve the value to Buyer of VIVA (which  expenditures,  in any case, shall not
exceed an  average of  $10,000  Dollars  of the United  States of America or its
equivalent in bolivars per month, including any amounts relating to the addition
of Subscribers), or as otherwise expressly approved in writing by Buyer, or make
any Capital  Expenditures  or enter into any contract or  commitment  therefore,
including any expenditure relating to head-end, receiver, transmitter,  encoding
or other transmitter related equipment,  except in accordance with the budget or
budgets  approved in writing by Buyer from time to time,  which approval will be
given if in the  reasonable  judgment of Buyer such  expenditure is necessary to
maintaining or improving the value to Buyer of the assets and operations of VIVA
(which  expenditures  in any case shall not exceed an average of $10,000 Dollars
of the  United  States of  America  or its  equivalent  in  bolivars  per month,
including any amounts  relating to the addition of  Subscribers) or as otherwise
expressly approved in writing by Buyer.

     (e) Full Access. VIVA will permit representatives of Buyer 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  VIVA to all  premises,  properties,
personnel,  books, records (including Tax records),  contracts, and documents of
or pertaining to VIVA for the purpose of enabling  Buyer or its  representatives
to verify the accuracy of the representations  and warranties  contained herein,
to verify that the  covenants of this  Agreement  have been complied with and to
determine  whether the conditions to Buyer's  performance  set forth herein have
been satisfied.  No investigation by Buyer or its representatives  hereunder (or
any Knowledge  acquired or capable of being  acquired in  connection  therewith)
shall affect Buyer's right to  indemnification,  reimbursement or other remedies
based on the  representations,  warranties,  covenants and obligations of any of
the Parties hereto; provided,  however, that Buyer shall not be entitled to base
a claim for  indemnification  on alleged falsity of a representation or warranty
herein if VIVA or the  Shareholders  carry the burden of proving  that Buyer had
actual knowledge of the falsity of such  representation  or warranty at the time
of execution of this Agreement.


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<PAGE>

     (f) Notice of  Developments.  VIVA will give prompt written notice to Buyer
of any material adverse  development  causing or potentially causing a breach of
any of the  representations  and warranties in Secton 4 above.  No disclosure by
any Party  pursuant to this Secton  5(f),  however,  shall be deemed to amend or
supplement Annex I or III, or to prevent or cure any  misrepresentation,  breach
of warranty, or breach of covenant.

     (g)  Exclusivity.  Except  where Buyer has failed to make all  payments due
under this Agreement within 30 days of the date when such payments are each due,
neither VIVA nor the Shareholders will (i) solicit,  initiate,  or encourage the
submission of any proposal or offer from any Person  relating to the acquisition
of any capital stock or other voting securities,  or any substantial  portion of
the  assets  of,  VIVA,  (including  any  acquisition  structured  as a  merger,
consolidation,  or share  exchange) or (ii)  participate  in any  discussions or
negotiations  regarding,  furnish any  information  with  respect to,  assist or
participate  in, or  facilitate in any other manner any effort or attempt by any
Person to do or seek any of the foregoing  prior to the expiration of the Option
Period.  VIVA will notify Buyer  immediately  if any Person makes any  proposal,
offer, inquiry, or contact with respect to any of the foregoing.

     (h) Transfer Applications.  Promptly after the date of this Agreement,  the
Parties shall file with Local  Authority all transfer or other  applications  or
such other  documents as may be  necessary or advisable to obtain  authorization
for the consummation of the transactions described herein. The Parties shall use
their respective Best Efforts to prosecute such filings with diligence and shall
diligently  oppose any  objections to such approvals to the end that the Parties
shall receive final action on such applications as soon as practicable. The term
"final  action" as used in the  preceding  sentence  shall mean an action of the
Local  Authority  that has not  been  reversed,  stayed,  enjoined,  set  aside,
annulled  or   suspended,   with  respect  to  which  no  timely   petition  for
reconsideration or administrative or judicial appeal or sua sponte action of the
Local Authority with comparable effect is pending,  and as to which the time for
filing any such  petition  or appeal  (administrative  or  judicial)  or for the
taking of any such sua sponte action of the Local  Authority  has expired.  VIVA
shall use its Best Efforts to cause the  operations of the Channels and Wireline
Services to be, at Closing, in material compliance with all Local Law.


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     (i) Perfection of Channel License.  The Shareholders  shall cause Centuri\n
to take all steps necessary to fulfill all requirements  imposed by Local Law or
any Local Authority so as to bring the Channel License into full effectiveness.

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

     (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 such further
instruments and documents) as any 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 ' 8 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  VIVA,  each of the other  Parties will  cooperate  with it and/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 Secton 8 below).

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<PAGE>


     (c) Transition and  Non-Circumvention.  The Shareholders  will not take any
action  that is designed  or  intended  to have the effect of  discouraging  any
lessor, licensor,  customer,  supplier, or other business associate of VIVA from
maintaining  the same business  relationships  with VIVA after the Closing as it
maintained  with VIVA  prior to the  Closing.  The  Shareholders  will refer all
customer inquiries relating to the businesses of VIVA to VIVA from and after the
Closing.  Further,  for a period of two (2) years  following  the  latter of the
execution  of this  Agreement  or the  Closing,  unless  otherwise  specifically
authorized  in  writing  by Buyer,  the  Shareholders  shall  not,  directly  or
indirectly,  either as an  employee,  employer,  consultant,  agent,  principal,
partner,  stockholder,  corporate officer,  director or in any other individual,
corporate  or  representative  capacity  (i) make  contact  or  attempt  to make
contact,  solicit,  or attempt to solicit,  negotiate  or attempt to  negotiate,
enter into or attempt to enter into any  agreement,  or  transact  or attempt to
transact any business relating to the transactions  contemplated hereby with any
Person  that is a  Proprietary  Contact of VIVA;  or (ii) commit any other acts,
directly or  indirectly,  which affects in any way  whatsoever,  or  circumvent,
comprise,  undermine  or affect  VIVA's  relationship  with  VIVA's  Proprietary
Contacts;  or (iii)  disclose to any other  Person any  Proprietary  Contacts of
VIVA,  unless required to do so by court order or by law (including  Local Law),
and then  only  after  having  given  notice  of such  requirement  to VIVA with
sufficient time for VIVA to interpose an objection to such disclosure.

     (d) Confidentiality.  The Shareholders and Buyer will treat as confidential
and hold as such all of the  Confidential  Information of the other, and refrain
from using any of the Confidential Information of the other except in connection
with this  Agreement and the ongoing  operations of VIVA. If either Buyer or the
Shareholders  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 another  Party,  it will notify the other party  promptly of the
request  or  requirement  so that  the  other  party  may  seek  an  appropriate
protective  order or waive compliance with the provisions of this ' 6(e). If, in
the absence of a protective order or the receipt of a waiver hereunder, Buyer or
the  Shareholders  are, on the advice of  counsel,  compelled  to  disclose  any
Confidential Information of the other party to any tribunal or else stand liable
for contempt, it may disclose the Confidential Information of the other party to
the tribunal;  provided,  however, that it shall use its Best Efforts to obtain,
at the request of the other party, an order or other assurance that confidential
treatment  will be  accorded  to such  portion of the  Confidential  Information
required  to be  disclosed  as the 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.


                                      142

<PAGE>

     (e) Covenant Not to Compete. For a period of the longer of three years from
and after the Closing date or for so long as any  Affiliate of the  Shareholders
or the Shareholders  shall continue to own any interest as a shareholder in WCCI
and with the exception of the Shareholders' direct or indirect interest in WCCI,
the  Shareholders  will not engage  directly or  indirectly in any business that
VIVA conducts as of the Closing date in, the Republic,  including  specifically,
any direct broadcast  satellite  system,  multipoint  multichannel  distribution
system satellite,  master antenna television system, community antenna, wireline
or other type of  franchise  hardwire or  wireless  cable  television  system or
substantially similar business; provided, however, that no owner of less than 5%
of the outstanding  stock of any publicly traded  corporation shall be deemed to
engage solely by reason thereof in any of its businesses.  If the final judgment
of a court of competent jurisdiction declares that any term or provision of this
' 6(f) is invalid or unenforceable,  the Parties agree that the court making the
determination of invalidity or  unenforceability  shall have the power to reduce
the scope, duration, or area of the term or provision,  to delete specific words
or phrases,  or to replace any invalid or unenforceable term or provision with a
term or  provision  that is valid and  enforceable  and that  comes  closest  to
expressing the intention of the invalid or unenforceable term or provision,  and
this  Agreement  shall be enforceable as so modified after the expiration of the
time within which the judgment may be appealed.

     7. Conditions to Obligation to Close

     (a)  Conditions to Obligation of Buyer.  In the event that Buyer  exercises
the  Option,  the  obligation  of Buyer to  consummate  the  transactions  to be
performed by it in connection with the Closing is subject to satisfaction of the
following conditions:

                      (i) the representations and warranties set forth in ' 3(b)
and ' 4 above  shall be true and correct in all  material  respects at and as of
the Closing date;

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

                      (iii)  VIVA  shall have  procured  all of the third  party
consents specified in ' 5(b) above;

                                      143

<PAGE>


                      (iv)  with  respect  to any  party to this  Agreement,  no
action,  suit, or proceeding shall be pending or threatened  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  prevent
consummation of any of the  transactions  contemplated by this Agreement,  cause
any of the transactions contemplated by this Agreement to be rescinded following
its  consummation,  affect adversely the right of Buyer to own the Shares and to
acquire control of VIVA as of the Closing date, or affect adversely the right of
VIVA to own its assets  and to operate  its  business  (and no such  injunction,
judgment, order, decree, ruling, or charge shall be in effect);

                      (v) the  Shareholders  and VIVA  shall have  delivered  to
Buyer a certificate to the effect that each of the conditions specified above in
' 7(a)(i)-(iv) is satisfied in all respects;

                      (vi) all  applicable  waiting  periods (and any extensions
thereof) under  applicable  law shall have expired or otherwise been  terminated
and the Buyer and the Shareholders shall have received all other authorizations,
consents,  and approvals of governments and  governmental  agencies  referred to
herein;

                      (vii)  Buyer  shall  have  received  from  counsel  to the
Shareholders  an opinion in form and  substance  acceptable to Buyer which shall
provide,   among  other   things,   opinions   relating  to  the  existence  and
capitalization of VIVA, effectiveness and ownership of the Channel Licenses, the
absence of any nonfulfilled requirements for approvals from Local Authorities or
third parties for the consummation of the  transactions  described  herein,  the
absence of any Local Laws prohibiting the transactions  contemplated  herein and
other matters  routinely  opined to by counsel for sellers and  corporations  in
transactions similar to those contemplated hereby, addressed to Buyer, and dated
as of the Closing date;


                                      144

<PAGE>

                      (viii) Buyer shall have closed,  and received the proceeds
from the Offering necessary to proceed to Closing;

                      (ix) all actions to be taken by the  Shareholders  or VIVA
in connection  with the  consummation  of the  transactions  contemplated at the
Closing  and  all  certificates,  opinions,  instruments,  and  other  documents
required  to  effect  the  transactions  contemplated  at the  Closing  will  be
satisfactory in form and substance to Buyer;

                      (x) Buyer shall have  completed its business,  regulatory,
legal and accounting due diligence  investigation  of VIVA, the results of which
shall be  satisfactory  to the  Underwriter(s)  of the  Offering  in their  sole
discretion;

                      (xi) The  Shareholders of Centuri\n shall have amended its
Articles of  Incorporation/Bylaws to grant the necessary supermajority rights to
Buyer as required in that certain Centuri\n  Shareholders Agreement effective as
of November 8, 1996.

                      (xii) The Shareholders  shall have caused Caracas Wireless
Vision, S.A., a company organized and existing under the laws of the Republic of
Venezuela,  and Centuri\n,  as  appropriate,  to assign to VIVA the leases,  the
Permits,  and the insurance  policies  referenced in paragraphs 4(e), 4(l), 4(s)
and 4(w) of the Agreement.

                      (xiii) The  Shareholders  shall have  executed the Holding
Trust and the Escrow Agreement.

Buyer may waive any condition  specified in this ' 7(a) if it executes a writing
so stating at or prior to the Closing.

     (b) Conditions to Obligation of VIVA. The obligation of the Shareholders to
consummate the transactions to be performed by it in connection with the Closing
is subject to the satisfaction of the following conditions:


                                      145

<PAGE>

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

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

                      (iii) Buyer shall have  delivered to VIVA a certificate to
the effect that each of the conditions  specified  above in '  7(b)(i)-(iii)  is
satisfied in all respects;

                      (iv) The  Shareholders  shall have  received  the Exercise
Price.

VIVA may waive any  condition  specified in this ' 7(b) if it executes a writing
so stating at or prior to the Last Closing.

     8. Remedies for Breaches of This Agreement

     (a) Survival of Representations and Warranties.  All of the representations
and warranties contained in Section 4(a)-(j) and Section 4(l)-(aa) shall survive
the  Closing  hereunder  (even  if  Buyer  knew  or had  reason  to  know of any
misrepresentation  or breach of warranty at the time of Closing) and continue in
full force and effect for a period of three years  thereafter.  All of the other
representations  and  warranties  of the  Parties  contained  in this  Agreement
(including  the  representations  and  warranties of the  Shareholders  and VIVA
contained in ' 4(k) above) shall  survive the Closing (even if the damaged Party
knew or had reason to know of any misrepresentation or breach of warranty at the
time of Last Closing) and continue in full force and effect thereafter  (subject
to any  applicable  statutes of  limitations).  All of the  representations  and
warranties of the Shareholders under ' 4 are joint and several in nature.

     (b) Indemnification Provisions for Benefit of Buyer

                                      146

<PAGE>


                      (i)   If  the   Shareholders   breached   any   of   their
representations, warranties, and covenants contained herein, and, if there is an
applicable survival period pursuant to ' 8(a) above, provided that Buyer makes a
written claim for indemnification  against the Shareholders  pursuant to ' 11(h)
below within such  survival  period,  then the  Shareholders  agree to indemnify
Buyer from and against the entirety of any Adverse Consequences Buyer may suffer
through  and  after the date of the claim  for  indemnification  (including  any
Adverse  Consequences Buyer 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; provided, however, the Shareholders shall not have any obligation
to indemnify  Buyer from and against any Adverse  Consequences  resulting  from,
arising  out of,  relating  to, in the nature of, or caused by the breach of any
representation  or warranty of the  Shareholders  contained  in ' 4(a)-(j) and '
4(l)-(aa) above until Buyer has suffered  Adverse  Consequences by reason of all
such  breaches  in  excess  of  a  $25,000  aggregate  threshold,  exclusive  of
attorneys' fees relating to the issue (at which point the  Shareholders  will be
obligated  to  indemnify  Buyer from and against all such  Adverse  Consequences
relating back to the first dollar).

                      (ii) Notwithstanding the foregoing, the Shareholders agree
to  indemnify  Buyer from and against the  entirety of any Adverse  Consequences
Buyer may suffer resulting from,  arising out of, relating to, in the nature of,
or caused by any Liability of the Shareholders  VIVA for the unpaid Taxes of any
Person as a transferee or successor, by contract, or otherwise.

     (c)  Indemnification  Provisions for Benefit of the Shareholders.  If Buyer
breaches any of its representations, warranties, and covenants contained herein,
and,  if  there is an  applicable  survival  period  pursuant  to ' 8(a)  above,
provided that the Shareholders make a written claim for indemnification  against
Buyer pursuant to 11(h) below within such survival period,  then Buyer agrees to
indemnify  the  Shareholders  from  and  against  the  entirety  of any  Adverse
Consequences the Shareholders may suffer through and after the date of the claim
for  indemnification  (including any Adverse  Consequences  the Shareholders 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 in the excess of
$25,000 aggregate threshold,  exclusive of attorneys' fees relating to the issue
(at which point Buyer will be obligated to indemnify the  Shareholders  from and
against all such adverse consequences relating back to the first dollar).

     (d) Matters Involving Third Parties

                                      147
<PAGE>


                      (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 ' 8, then the Indemnified Party shall promptly
notify each Indemnifying Party thereof in writing;  provided,  however,  that no
delay on the part of the Indemnified  Party in notifying any 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
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  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.

                      (iii) So long as the Indemnifying  Party is conducting the
defense of the Third Party Claim in accordance  with ' 8(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 or delayed  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 or delayed unreasonably).


                                      148
<PAGE>

                      (iv) In the  event  any of the  conditions  in '  8(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,
any Indemnifying Party in connection  therewith),  (B) the Indemnifying  Parties
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  Parties 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 ' 8.

     (e)  Other  Indemnification   Provisions.   The  foregoing  indemnification
provisions  are in  addition  to,  and  not in  derogation  of,  any  statutory,
equitable, or common law remedy any Party may have for breach of representation,
warranty, or covenant.

     9. Tax Matters The  following  provisions  shall govern the  allocation  of
responsibility  as between Buyer and VIVA for certain tax matters  following the
Closing Date:

     (a)  Mitigation  of Taxes.  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. The Parties  understand,  however,  that the covenants set
forth in this Section 9(a) do not constitute any  representation  or warranty as
to the tax effects or treatment of the transactions contemplated hereby.

     (b)  Information.  Buyer and the  Shareholders  agree to provide  the other
party with all tax  information  that  either  party may be  required  to report
pursuant to applicable law.


                                      149

<PAGE>

     (c)  Certain  Taxes.  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 the Shareholders when due,
and the Shareholders will, at their 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),  Buyer  will,  and will  cause  its
affiliates  to,  join  in the  execution  of any  such  Tax  Returns  and  other
documentation.

     10. Termination

     (a)  Termination  of  Agreement.  This  Agreement may terminate as provided
below:

                      (i) Buyer and the  Shareholders  holding a majority of the
Shares may terminate this Agreement by mutual written  consent at any time prior
to the Closing;

                      (ii) Buyer may terminate  this Agreement by giving written
notice to the  Shareholders  on or before the Closing if Buyer is not  satisfied
with the results of its continuing business,  regulatory,  legal, and accounting
due diligence review;

                      (iii) Buyer may terminate this Agreement by giving written
notice  to the  Shareholders  at  any  time  prior  to  the  Closing  (A) if the
Shareholders have breached any material  representation,  warranty,  or covenant
contained  in this  Agreement in any  material  respect,  Buyer has notified the
Shareholders  of the breach,  and the breach has  continued  without  cure for a
period of 30 days  after the  notice of breach or (B) if the  Closing  shall not
have  occurred  on or before  the 30th day after the  exercise  of the Option by
reason of the failure of any condition precedent under ' 7(a) hereof (unless the
failure  results  primarily  from Buyer  itself  breaching  any  representation,
warranty, or covenant contained in this Agreement);

                      (iv)  The   Shareholders   (but  not  less  than  all  the
Shareholders)  may terminate this Agreement by giving written notice to Buyer at
any  time  prior  to  the  Closing  (A)  if  Buyer  has  breached  any  material
representation,  warranty,  or  covenant  contained  in  this  Agreement  in any
material respect,  the Shareholders  have notified Buyer of the breach,  and the
breach has  continued  without  cure for a period of 30 days after the notice of
breach or (B) if the Closing  shall not have  occurred on or before the 30th day
after the  exercise  of the Option,  by reason of the  failure of any  condition
precedent  under ' 7(b) hereof  (unless the failure  results  primarily from the
Shareholders  breaching any representation,  warranty,  or covenant contained in
this Agreement);  (v) The agreement shall be considered terminated if the Option
is not exercised; and

                                      150

<PAGE>


                      (vi) Buyer may  terminate  this  Agreement  upon notice to
VIVA and the  Shareholders  if the  Shareholders  fail to establish  the Holding
Trust.

     (b) Effect of Termination

                      (i) If  this  Agreement  pursuant  to ' 10(a)  above,  all
rights and  obligations of the Parties  hereunder  shall  terminate  without any
Liability of any Party to any other Party, except for any Liability of any Party
then in breach or, in the case of  termination  pursuant to paragraph 10 (a)(vi)
above,  for the Penalty Amount which shall be  immediately  due and payable upon
notice from WCCI but without further demand for payment.

     11. Miscellaneous

     (a) Nature of Certain Obligations. The covenants of the Shareholders in ' 2
above  concerning  the sale of its Shares to Buyer and the  representations  and
warranties of the Shareholders in ' 4 above concerning the transaction are joint
and several obligations.  As a result, the Shareholders will each be responsible
to the  extent  provided  in ' 8 above for any  Adverse  Consequences  Buyer may
suffer as a result of any breach thereof.

     (b) 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 Buyer and
the  Shareholders;  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 Parties
prior to making the disclosure).


                                      151

<PAGE>

     (c) 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.

     (d) 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,  the Letter of Intent), to the extent
they related in any way to the subject matter hereof.

     (e) 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 its
rights,  interests,  or obligations hereunder without the prior written approval
of Buyer and the Shareholders;  provided, however, that Buyer may (i) assign any
or all of its rights and  interests  hereunder to one or more of its  Affiliates
established in connection with or for the purpose of effecting the Offering, and
(ii)  designate  one or  more  of its  Affiliates  to  perform  its  obligations
hereunder  (in  any  or  all of  which  cases  Buyer  nonetheless  shall  remain
responsible for the performance of all of its obligations hereunder).

     (f)   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.

     (g) 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.

     (h)  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 if (and then two
business days after) it is sent by registered or certified mail,  return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:

                                      152

<PAGE>


     If to VIVA:

     Caracas VIVA Vision TV, S.A.
     Avda. Libertador con Calle Negrin
     C.C. Libertador - Piso 1, Oficinas 1-4
     Caracas, Venezuela
     Tele:    582-712-343
     Fax:     582-762-0720

     If to Shareholders:

     Donald A. Williams
     GTTG (USA), Inc.
     5 Grogans Park Drive, Suite 220
     The Woodlands, Texas 77380-2190
     Tele:    (713) 364-9130
     Fax:     (713) 298-1666

     Copy to:

     Manuel Herrera
     Calle Santa Ana No.14
     Boleita
     Caracas (in front of Oscar Meyer)
     Venezuela

     If to Buyer:

     Wireless Cable & Communications, Inc.
     102 West 500 South
     Salt Lake City, Utah
     Tele:    (801) 328-5619
     Fax:     (801) 532-6060

     Copy to:

     James M. Elegante, Esq.
     Scott R. Carpenter, Esq.
     Parsons Behle & Latimer
     201 South Main Street, Suite 1800
     Salt Lake City, Utah  84111
     (801) 532-1234
     Fax: (801) 536-6153

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<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,  expedited courier, 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.

     (i)  Governing  Law. This  agreement  shall be governed by and construed in
accordance  with  the  domestic  laws of the  State of Utah,  United  States  of
America,  without  giving  effect to any choice or conflict of law  provision or
rule (whether of the State of Utah or any other  jurisdiction)  that would cause
the application of the laws of any jurisdiction other than the State of Utah.

     (j) Amendments and Waivers. No amendment of any provision of this Agreement
shall be valid unless the same shall be in writing and signed by Buyer and VIVA.
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.

     (k)  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.

     (l)  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, except that any expenses with respect
to this  Agreement  or  related  agreements  incurred  by VIVA  shall not be the
expense of VIVA but shall be the  expense of its  shareholders.  Notwithstanding
the foregoing,  the expenses associated with or deriving from the Holding Trust,
including but not limited to the Holding  Agent=s fees and costs,  will be borne
exclusively by the Shareholders.

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<PAGE>


     (m) 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.

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

     (o)  Arbitration.  Each of the  Parties  hereto  shall carry out his or its
duties and obligations under this Agreement in the spirit of mutual  cooperation
and good faith, and shall attempt to resolve amicably any differences,  disputes
or controversies relating to this Agreement.  In the event of any controversy or
claim  arising in  connection  with this  Agreement or the breach  thereof,  the
Parties will endeavor to negotiate a mutually satisfactory solution and, if such
a solution  cannot be reached,  then each such Party shall promptly  provide the
other  Parties  with a written  summary of the nature of the  dispute  and shall
propose  solutions  thereto.  The  Parties  shall  meet  within 10 days of their
receipt of such  written  summary,  to review the summary and to attempt in good
faith to resolve the dispute or controversy in question.  If such controversy or
claim cannot be resolved to the mutual  satisfaction  of the  Parties,  then any
Party hereto may subject such  controversy or claim to arbitration.  The Parties
shall act in good faith pending any determination by any such arbitration board.
During a period of dispute  between the parties,  no party shall,  whether prior
to, during or after the arbitration and until such time as the arbitration award
has been  implemented,  take any  action or cause any  action to be taken by any
Local  Authority  or  any  other  person  which  would  in  any  way  materially
jeopardize,  impair or diminish the full use of the Channel Licenses,  Channels,
Permits  or  Wireline  Services,  or the  operations  of the  telecommunications
services provided by VIVA. Each such party  specifically  agrees that a court of
competent  jurisdiction may immediately enforce the provisions of this paragraph
(o) through  injunctive  relief without the need for any Party to post a bond or
surety. If arbitration is initiated by any party hereto,  such arbitration shall
be settled in accordance  with the  International  Rules of  Arbitration  of the
American
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<PAGE>


Arbitration  Association  in effect on the date the  notice for  arbitration  is
given to the other Party or Parties.  In the event of any conflict between those
rules and the provisions of this paragraph (o), the provisions of this paragraph
(o) shall  govern.  Any Party  wishing to submit a matter to  arbitration  shall
provide written notice to the other Party or Parties  informing such other Party
or Parties of such intention and the issues to be resolved. Within 10 days after
the receipt of such demand, the other Party or Parties may, by written notice to
the Party initiating the arbitration,  add additional issues to be resolved. The
Parties shall attempt to select a single  arbitrator,  but if they are unable to
agree within 10 days from the demand described  above,  then each of the Parties
shall appoint one arbitrator and the  arbitrators so chosen shall in turn choose
an additional arbitrator.  If the arbitrators chosen by the parties cannot agree
on the choice of the final  arbitrator  within a period of 10 days  after  their
nomination,  then the  final  arbitrator  shall  be  appointed  by the  American
Arbitration  Association.  Any arbitration proceedings initiated hereunder shall
be held in Miami,  Florida,  or such other  place as the  parties  may  mutually
agree. The arbitration shall take place in the English language.  No decision of
the  arbitrator(s)  shall be  subject to appeal,  and  judgment  on the award or
decision  rendered  by  the  arbitrator  may be  entered  in  any  court  having
jurisdiction  thereof.  All administrative fees and costs of the arbitration and
of the arbitrators  shall be divided equally between or among the Parties to the
arbitration.  The service of any notices in  reference to  arbitration  shall be
deemed valid and  sufficient  if provided  under the notice  provisions  of this
Agreement.  No party shall be prevented from  obtaining  equitable or injunctive
relief in any court of law or equity  having  competent  jurisdiction,  plus any
remedies ancillary thereto, to enforce the other Party's or Parties' obligations
under Sections 5(g), 6(c) or 6(e), and any Party seeking  equitable  relief with
respect to such section  shall notify the other Party or Parties  before  taking
any action under this paragraph (o).

     (p)  Submission  to  Jurisdiction.  Each  of  the  Parties  submits  to the
jurisdiction  of any state or federal  court  sitting  in Salt Lake City,  Utah,
United States of America, in any action or proceeding, as exclusively between or
among  the  parties  to  this  Agreement,  arising  out of or  relating  to this
Agreement and agrees that all claims in respect of the action or proceeding  may
be heard and  determined in any such court.  Each Party also agrees not to bring
any action or  proceeding  arising out of or relating to this  Agreement  in any
other court. Each of the Parties waives any defense of inconvenient forum to the
maintenance of any action or proceeding so brought and waives any bond,  surety,
or other  security  that  might be  required  of any other  Party  with  respect
thereto.  Any Party may make service on any other Party by sending or delivering
a copy of the  process  (i) to the Party to be served at the  address and in the
manner  provided for the giving of notices in ' 12(h) above or (ii) to the Party
to be served at the address and in the manner provided for the giving of notices
in ' 12(h) above.  Nothing in this ' 12(p),  however,  shall affect the right of
any Party to serve  legal  process in any other  manner  permitted  by law or at
equity.  Each Party agrees that a final  judgment in any action or proceeding so
brought  shall be  conclusive  and may be enforced by suit on the judgment or in
any other manner provided by law or at equity.

     (q) Further Assurances. VIVA and the Shareholder shall cooperate and do all
things  necessary  to assist  Buyer in obtaining  from any Local  Authority  any
Permit and  registrations,  including but not limited to the Venezuelan  Foreign
Investment Certificate. Furthermore, the Shareholders shall cause VIVA to obtain
its classification certificate from Local Authorities.

     (r)  Controlling  Language.  The English  version of this  Agreement  shall
control the rights,  duties,  preferences,  liabilities  and  obligations of the
Parties hereunder and the interpretation of the terms hereof.

     (s)  Transfer  of  After  Acquired  Rights.  Subject  to the  Closing,  the
Shareholders,  on behalf of themselves  and all persons  claiming by, through or
under  them,  hereby  agree to  transfer  and convey to VIVA (for no  additional
consideration) the rights to the After-Acquired Rights.

                                      *****

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

                                           Wireless Cable & Communications, Inc.

                                           By:     /s/ Anthony John Sansone
                                           Anthony John Sansone, Secretary
                                           and  Treasurer,  pursuant  to a
                                           Unanimous Consent Resolution of
                                           the    Board    of    Directors
                                           effective  as of the 6th day of
                                           November, 1996, attached hereto
                                           as Exhibit C

                                           VIVA:
                                           CARACAS VIVA VISION TV, S.A.
                                           By:     /s/ John E. Williams
                                           John  E.  Williams,   
                                           Attorney-in-Fact (Factor   Mercantil)
                                           (Exhibit D)

                                           SHAREHOLDERS:

                                           Promotora Perfil 47, S.A.

                                           By:     /s/ Luis Alberto Bastardo
                                           Luis Alberto Bastardo,
                                           with Power of Attorney
                                           to  represent   Manuel
                                           Herrera,  President of
                                           Promotora  Perfil  47,
                                           S.A.,  attached hereto
                                           as Exhibit E


                                           Caribbean Communications Group,  S.A.
                                           By:     /s/ Donald A. Williams
                                           Donald A. Williams, President

                                           Comunicaciones Centuri\n,  S.A.
                                           By:     /s/ Donald A. Williams
                                           Donald A. Williams, President
                                           and

                                           /s/ Luis Alberto Bastardo
                                           Luis Alberto Bastardo, Director

                                           Donald A. Williams, an individual
                                           /s/ Donald A. Williams


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