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                                                                Exhibit 10.21   
        
                          AGREEMENT AND PLAN OF MERGER

                 This Agreement and Plan of Merger (this "Agreement") is made
and entered into this 10th day of November, 1997, by and among WIRELESS DOMAIN
INCORPORATED, a New York corporation ("Wireless Domain"), TELULAR-WD
CORPORATION, a New York corporation ("TWD"), TELULAR CORPORATION, a Delaware
corporation ("Telular"), and certain STOCKHOLDERS OF WIRELESS DOMAIN
INCORPORATED who are signatories hereto ("Wireless Domain Stockholders");

                              W I T N E S S E T H:

                   WHEREAS, TWD and Wireless Domain have determined to enter
into a business combination in the manner provided for in this Agreement;

                 WHEREAS, TWD is a wholly-owned subsidiary of Telular;

                 WHEREAS, TWD, Wireless Domain, Telular and the Wireless Domain
Stockholders desire to provide for certain undertakings, conditions,
representations, warranties, and covenants in connection with the transactions
contemplated by this Agreement;

                 NOW, THEREFORE, in consideration of the premises and of the
representations, warranties, and agreements herein contained, the parties
hereto, intending to be legally bound, agree as follows:

                                   ARTICLE I
                                   THE MERGER

         1.01    THE MERGER.  Subject to the terms and conditions of this
Agreement, Wireless Domain shall be merged with and into TWD (the "Merger") in
accordance with the New York Business Corporation Law (the "New York Code") and
the separate corporate existence of Wireless Domain shall cease.  TWD shall be
the surviving corporation, shall have the name of Telular-WD Corporation, shall
be a wholly-owned subsidiary of Telular, and shall continue to be governed by
the laws of the State of New York.  TWD, as the surviving corporation, is
hereinafter sometimes referred to as the "Surviving Corporation."

         1.02    CLOSING.  The closing of the Merger (the "Closing") shall take
place, subject to satisfaction or waiver of all conditions set forth in Article
VII hereof, at the offices of Covington & Burling, Washington, D.C., or such
other place as to which the parties may agree, at 10:00 a.m. local time, on
November 10, 1997, or such other Business Day (as hereinafter defined) as to
which the parties may agree(the "Closing Date").  For purposes of this
Agreement, "Business Day" shall mean any
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day that the Office of the Department of State of the State of New York ("New
York Department of State") is open for receipt of corporate filings.

         1.03    EFFECTIVE TIME.  On the Closing Date, the parties hereto will
cause the Merger to be consummated by filing with the New York Department of
State a certificate of merger (the "New York Certificate of Merger") in such
form as required by, and duly executed and acknowledged in accordance with, the
New York Code.  The Merger shall be effective (the "Effective Time") upon the
filing of the Certificate of Merger with the New York Department of State as
provided in the New York Code.  At the Effective Time, the effect of the Merger
shall be as provided in the New York Code.  Without limiting the generality of
the foregoing, upon the Effective Time, the separate existence of Wireless
Domain shall cease, and the Surviving Corporation shall possess all the rights,
privileges, powers and franchises of a public as well as of a private nature,
and shall be subject to all of the restrictions, disabilities and duties of
each of TWD and Wireless Domain, and all and singular, the rights, privileges,
powers and franchises of each of TWD and Wireless Domain.  All property, real,
personal and mixed, and all debts due to each of TWD and Wireless Domain on
whatever account, as well for stock subscriptions as all other things in action
or belonging to each of TWD and Wireless Domain shall be vested in the
Surviving Corporation; and all property, rights, privileges, powers and
franchises, and all and every other interest shall be thereafter as effectually
the property of the Surviving Corporation as they were of TWD and Wireless
Domain, and the title to any real estate vested by deed or otherwise in either
of TWD or Wireless Domain shall not revert or be in any way impaired, but all
rights of creditors and all liens upon any property of any of TWD and Wireless
Domain shall be preserved unimpaired, and all debts, liabilities and duties of
each of TWD and Wireless Domain shall thenceforth attach to the Surviving
Corporation, and may be enforced against it to the same extent as if said
debts, liabilities and duties had been incurred or contracted by it.

         1.04    CERTIFICATE OF INCORPORATION AND BY-LAWS.  The Certificate of
Incorporation and By-Laws of TWD in effect immediately prior to the Effective
Time shall be the Certificate of Incorporation and By-Laws of the Surviving
Corporation and shall continue until amended in accordance with their
provisions and applicable law.

         1.05    BOARD OF DIRECTORS AND OFFICERS.

         (a)     At the Effective Time, the Board of Directors of the Surviving
Corporation shall consist of those persons serving as directors of TWD
immediately prior to the Effective Time and the terms of those directors after
the Effective Time shall be the
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same as their respective terms immediately prior to the Effective Time.

         (b)     The officers of TWD shall be the officers of the Surviving
Corporation until their respective successors are duly elected and qualified.

         1.06    ADDITIONAL ACTIONS.  If, at any time after the Effective Time,
the Surviving Corporation shall consider or be advised that any further deeds,
assignments, or assurances in law or any other acts are necessary or desirable
to (a) vest, perfect, or confirm, of record or otherwise, in the Surviving
Corporation its right, title, or interest in, to, or under any of the rights,
properties, or assets of Wireless Domain, or (b) otherwise carry out the
purposes of this Agreement, Wireless Domain and its officers and directors
shall be deemed to have granted to the Surviving Corporation an irrevocable
power of attorney to execute and deliver all such deeds, assignments, or
assurances in law and to do all acts necessary or proper to vest, perfect, or
confirm title to and possession of such rights, properties, or assets in the
Surviving Corporation and otherwise to carry out the purposes of this
Agreement, and the officers and directors of the Surviving Corporation are
authorized in the name of Wireless Domain or otherwise to take any and all such
actions.

         1.07    CONVERSION OF SHARES; CLOSING BALANCE SHEET.

         At the Effective Time, by virtue of the Merger and without any action
on the part of the holders thereof:

         (a)     all shares of Wireless Domain Common Stock owned by Telular
shall be cancelled;

         (b)     each share of Wireless Domain Common Stock held by Wireless
Domain in treasury immediately prior to the Effective Time shall be cancelled
without the payment of any consideration;

         (c)     each then outstanding share of common stock, par value $.01
per share, of Wireless Domain ("Wireless Domain Common Stock") shall, by virtue
of the merger and without any action on the part of the holder thereof, be
converted into forty (40) shares of Common Stock of Telular, par value $.01 per
share ("Telular Common Stock"); and

         (d)     each share of TWD capital stock issued and outstanding
immediately prior to the Effective Time shall be converted into one share of
common stock, par value $.01 per share, of the Surviving Corporation.
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         1.08    SURRENDER OF CERTIFICATES.

         (a)     After the Effective Time, no holder of Wireless Domain Common
Stock which is issued and outstanding immediately prior to the Effective Time
will have any rights in respect of such Wireless Domain Common Stock except to
receive the consideration for the shares of Wireless Domain Common Stock
converted as provided in Subsection 1.07(c) (the "Merger Consideration"),
consisting of the shares of Telular Common Stock to be issued pursuant thereto
(the "Telular Shares").

         (b)     Each holder of a stock certificate or stock certificates
representing outstanding shares of Wireless Domain Common Stock immediately
prior to the Effective Time shall, upon surrender of such certificate or
certificates to TWD after the Effective Date be entitled to receive a stock
certificate or stock certificates representing the number of shares of Telular
Common Stock into which such shares of Wireless Domain Common Stock have been
converted as provided by Subsection 1.07(c).

         (c)     Until a certificate for shares of Wireless Domain Common Stock
is duly surrendered, no payment of Merger Consideration will be made to the
record holder of such certificate, except that in the event that any
stockholder is unable to surrender a certificate because it has been lost or
destroyed, TWD may make distribution to that stockholder upon receipt of such
affidavits, undertakings, indemnity bonds and other agreements as are customary
in such circumstances.

         1.09    TRANSFERS.  The stock transfer books of Wireless Domain shall
be closed at the close of business on the Business Day immediately preceding
the Closing Date, and the holders of record of Wireless Domain Common Stock as
of the Closing Date shall be the stockholders entitled to conversion of their
Wireless Domain Common Stock into Merger Consideration as provided for in this
Agreement.  No transfer or assignment of any shares of Wireless Domain Common
Stock may take place on or after the Closing Date; and if on or after the
Closing Date such certificates representing shares of Wireless Domain Common
Stock are presented to Wireless Domain or its transfer agent for transfer, they
shall be canceled against delivery of Telular Shares as provided herein.

         1.10    LIQUIDATION.  Promptly and as soon as practicable after the
Closing Date, and as part of an overall plan for Telular to acquire the assets
of Wireless Domain, Telular shall cause TWD to be liquidated, with all of TWD's
assets and liabilities passing to Telular.  As a part of such liquidation, TWD
shall, immediately after the merger at Closing, transfer the employees listed
in Section 5.08 to Telular.
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                                   ARTICLE II
         REPRESENTATIONS AND WARRANTIES OF WIRELESS DOMAIN STOCKHOLDERS

                 As a material inducement to Telular and TWD to enter into and
perform their respective obligations under this Agreement, and notwithstanding
any examinations, inspections, audits, and other investigations heretofore or
hereafter made by Telular or TWD, the Wireless Domain Stockholders hereby
jointly and severally represent and warrant to Telular and TWD as follows:

         2.01    ORGANIZATION AND AUTHORITY.  Wireless Domain is a corporation
duly organized, validly existing and in good standing under the laws of the
State of New York, and has all requisite corporate power and authority to own,
lease and operate its properties and assets and to carry on the businesses that
are currently conducted by it.

         2.02    CORPORATE AUTHORIZATION; RECORDS.

         (a)     Wireless Domain has the corporate power and authority to enter
into this Agreement and, subject to the approval of the Merger by the
stockholders of Wireless Domain, to carry out its obligations hereunder.  The
only stockholder vote of Wireless Domain required to approve the Merger is the
affirmative vote of all of the holders of the outstanding shares of Wireless
Domain Common Stock entitled to vote at a meeting of stockholders of Wireless
Domain held for such purpose.  The execution, delivery, and performance of this
Agreement by Wireless Domain and the consummation of the transactions
contemplated hereby have been duly authorized by the Board of Directors of
Wireless Domain.

         (b)     Subject to the approvals as aforesaid, this Agreement and any
agreement, document and instrument to be executed and delivered by Wireless
Domain pursuant to this Agreement constitute the valid and binding agreements
of Wireless Domain, enforceable against it in accordance with their respective
terms, except to the extent that (a) such enforcement may be subject to any
bankruptcy, insolvency, reorganization, moratorium or other laws, now or
hereafter in effect, relating to or limiting creditors' rights generally and
(b) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses or to the discretion of
the court before which any proceeding therefor may be brought.

         (c)     The execution and delivery by Wireless Domain of this
Agreement, and the agreements, documents and instruments to be executed and
delivered by Wireless Domain pursuant hereto, and the consummation by Wireless
Domain of the transactions contemplated hereby, will not (a) violate or
conflict with or
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result in any breach of any provision of the Articles of Incorporation or
By-Laws of Wireless Domain; (b) violate or conflict with any order, injunction,
decree, statute, rule, ordinance or regulation applicable to Wireless Domain or
by which any of its properties or assets may be bound; (c) except as set forth
in the Disclosure Letter of even date herewith delivered by Wireless Domain to
Telular and TWD (the "Disclosure Letter"), require any filing with, or permit,
consent or approval of, any public governmental or regulatory body, agency or
authority, labor organization or private person; (d) result in a violation or
breach of, or constitute, or with giving of notice or lapse of time or both
constitute a default (or give rise to any right of termination, cancellation or
acceleration) under any of the indenture, license, franchise, permit, lease,
contract, agreement, collective bargaining agreement, instrument or other
arrangement to which Wireless Domain is a party or by which it or any of its
properties or assets may be bound; or (e) result in the creation or imposition
of any lien or encumbrance on the properties or assets of Wireless Domain.

         2.03    CAPITALIZATION OF WIRELESS DOMAIN.  The authorized capital
stock of Wireless Domain is as set forth in the Disclosure Letter.  The
Disclosure Letter sets forth a true and complete list of the issued and
outstanding shares of Wireless Domain Stock and any other capital stock of
Wireless Domain and the record and beneficial holders thereof.  Except as set
forth in the Disclosure Letter, there are no outstanding options, warrants,
convertible securities, or other contractual or other rights on the part of any
person to purchase, obtain or acquire Wireless Domain Stock.  The shares of
Wireless Domain Stock that are currently outstanding are duly and validly
issued, fully paid and nonassessable.  Except as set forth in the Disclosure
Letter, Wireless Domain does not have any subsidiaries or hold any partnership
interests, stock, or other equity interests in any other corporation,
partnership, limited liability company, or other entity.

         2.04    FINANCIAL STATEMENTS.

         (a)     Wireless Domain heretofore has provided to Telular true and
complete copies of the financial statements of Wireless Domain as at and for
the fiscal year ended September 30, 1996, and the fiscal year ended September
30, 1997 (collectively, the "Financial Statements").  The Financial Statements
are true and correct in all material respects and were prepared in accordance
with generally accepted accounting principles consistently applied.  The
Financial Statements present fairly the financial position of Wireless Domain
as at the dates thereof.

         (b)     The books of account, minute books, stock record books and
other records of Wireless Domain, all of which have been
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made available to Telular, are complete and correct in all material respects.

         (c)     All of the accounts and notes receivable reflected in Wireless
Domain's balance sheet as of September 30, 1997 or which have arisen since such
date, arose in the ordinary and usual course of business, represent valid
obligations to Wireless Domain, in each case in the aggregate amounts thereof
recorded on the books of Wireless Domain.

         2.05    TITLE TO AND CONDITION OF ASSETS.

         (a)     Wireless Domain has good, marketable and insurable title to,
or valid leasehold interest in, all the properties and assets it owns or uses
in its business or purports to own, including, without limitation, those
reflected in its books and records.  None of such properties and assets is
subject to any mortgage, pledge, lien, charge, security interest, encumbrance,
restriction, lease, license, easement, liability or adverse claim of any nature
whatsoever, direct or indirect, whether accrued, absolute, contingent or
otherwise, except (i) as expressly set forth in the September 30, 1997 Balance
Sheet as securing specific liabilities or as otherwise expressly permitted by
the terms hereof; or (ii) for Permitted Exceptions (as defined in Section
2.17(c)).

         (b)     All of the properties and assets owned, leased or used by
Wireless Domain are in good operating condition and repair, are suitable for
the purposes used, are adequate and sufficient for all current operations of
Wireless Domain and are directly related to the business of Wireless Domain.

         2.06    LEASES OF REAL AND PERSONAL PROPERTY.

         (a)     The Disclosure Letter sets forth a list of (i) all leases
pursuant to which Wireless Domain leases, as lessee, real property; (ii) all
leases pursuant to which Wireless Domain leases, as lessor, real property; and
(iii) all leases pursuant to which Wireless Domain leases, as lessee, personal
property for use in its business.

         (b)      Except as set forth in the Disclosure Letter, Wireless Domain
as to all leases (i) has performed all material obligations required to be
performed by it to date; and (ii) is not in default or, to the knowledge of the
Wireless Domain Stockholders, alleged to be in default, in any material respect
thereof.  To the knowledge of the Wireless Domain Stockholders, there exists no
material default, or any event which upon the giving of notice or passage of
time would give rise to any material default, in the performance of any
obligation to be performed by any other party to any of such leases.
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         2.07    CONTRACTS AND COMMITMENTS.  The Disclosure Letter sets forth
all contracts, agreements, instruments or arrangements, including all
amendments thereto, whether written or oral, to which Wireless Domain is a
party or to which Wireless Domain or its properties or assets are subject.
Except as set forth in the Disclosure Letter, such contracts, agreements,
instruments or arrangements constitute the legal, valid and binding obligations
of Wireless Domain, enforceable against Wireless Domain in accordance with
their respective terms.  To the knowledge of the Wireless Domain Stockholders,
such contracts, agreements, instruments and arrangements constitute legal,
valid and binding obligations of the other parties thereto, enforceable against
such parties in accordance with their respective terms.  Except as set forth in
the Disclosure Letter, neither Wireless Domain nor, to the knowledge of the
Wireless Domain Stockholders, any other party thereto is in default under any
of the aforesaid contracts or arrangements.

         2.08    ABSENCE OF UNDISCLOSED LIABILITIES.  The Disclosure Letter
contains a complete and accurate list of all direct and indirect indebtedness
of Wireless Domain as of the date hereof (whether individual, joint, several or
otherwise), excluding (a) current accounts payable and (b) any indebtedness to
any person which, when aggregated with all other indebtedness of Wireless
Domain to such person and its affiliates, does not exceed Ten Thousand Dollars
($10,000).  The Disclosure Letter also contains a complete and accurate list of
all guaranties of Wireless Domain (whether individual, joint, several or
otherwise), identifying the parties, amounts and maturities.  Except as set
forth in the Disclosure Letter, Wireless Domain had no liability or other
obligation that would normally be reflected or reserved against on a balance
sheet prepared in accordance with generally accepted accounting principles and
that was not fully reflected or reserved against in the Interim Financial
Statements.  Wireless Domain is current in its payment of debts.

         2.09    INSURANCE.  All material policies of fire, liability, workers'
compensation and other forms of insurance maintained as of the date hereof by
or on behalf of Wireless Domain are listed and described in the Disclosure
Letter (specifying the insurer, coverage and type of insurance).  All such
policies of insurance are in full force and effect, all premiums with respect
thereto covering all periods up to and including the date hereof have been
paid, and no notice of cancellation or termination has been received with
respect any such policy which was not replaced on substantially similar terms
prior to the date of such cancellation.  Such insurance is reasonably believed
by the Wireless Domain Stockholders to be adequate for the conduct of the
business of Wireless Domain.
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         2.10    TAXES AND TAX RETURNS.

         (a)     Wireless Domain has timely filed with the appropriate
governmental agencies all tax returns required to be filed by it on or before
the date hereof (including extensions).  Wireless Domain has timely paid the
full amount of taxes, if any, shown to be due on such tax returns or that
otherwise are due or claimed by any taxing authority to be due with respect to
such tax returns.  To the knowledge of the Wireless Domain Stockholders, the
foregoing tax returns are complete and correct in all material respects.
Except as provided in the Disclosure Letter, no deficiency for any taxes has
been proposed, asserted, or assessed against Wireless Domain, nor, to the
knowledge of the Wireless Domain Stockholders is there any reasonable basis
therefor.  There are no tax liens upon any property or assets of Wireless
Domain.  Except as provided in the Disclosure Letter, no requests for waivers
of the time to assess any taxes are pending or have been granted.  Wireless
Domain is not a party to any tax sharing or tax allocation agreement.  Complete
copies of all tax returns filed by Wireless Domain prior to the date hereof
have been made available to Telular.

         (b)     Wireless Domain has paid, or shall set up adequate reserves on
the Final Closing Balance Sheet for the payment of, all taxes required to be
paid in respect of the periods covered by such returns and also shall set up
adequate reserves on the Final Closing Balance Sheet for the payment of all
taxes anticipated to be payable in respect of all periods ending on or prior to
the Closing Date (treating for this purpose the Closing Date as the last day of
an applicable period, whether or not it is in fact the last day of a taxable
period).

         2.11    MATERIAL ADVERSE CHANGE.  Except as expressly contemplated by
this Agreement (including the effects of expenses expressly contemplated by
this Agreement) since September 30, 1997 there has been no material adverse
change in the financial conditions, results of operations, business, assets or
operations of Wireless Domain taken as a whole.

         2.12    LITIGATION AND OTHER PROCEEDINGS.  There is no proceeding
pending or, to the knowledge of the Wireless Domain Stockholders, threatened
against Wireless Domain of any kind which questions or challenges the validity
of this Agreement or that, if adversely determined, would materially adversely
affect the ability of Wireless Domain to perform its obligations hereunder or
to conduct its business as recently conducted.  Wireless Domain is not in
default with respect to any judgment, order, writ, injunction, decree or
consent of any court or other judicial authority, excluding such defaults which
would not have a material adverse affect on the ability of Wireless Domain to
perform its obligations hereunder.

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         2.13    GOVERNMENTAL COMPLIANCE.

         (a)     Wireless Domain is in compliance in all material respects with
all applicable laws, ordinances, rules and regulations of any federal, state,
provincial, local or foreign governmental authority.  Wireless Domain has not
received any notification of any asserted present or past failure by Wireless
Domain to comply with such laws, rules and regulations.

         (b)     To the knowledge of the Wireless Domain Stockholders, except
as disclosed in the Disclosure Letter, all facilities owned, leased, used or
operated by Wireless Domain or any predecessor in interest have been, and
continue to be, owned, leased, used and operated in compliance with all
applicable environmental laws.  Wireless Domain has obtained and presently has
in force, and the Disclosure Letter identifies, all permits, licenses,
registrations and other authorizations and approvals needed under all
applicable environmental laws to maintain and occupy the real property used by
Wireless Domain to operate its business, and to dispose of all substances and
materials used or owned by Wireless Domain.

         2.14    LABOR AND EMPLOYMENT.  The Disclosure Letter contains a
complete and accurate list of each officer, director or consultant of Wireless
Domain and of each employee of Wireless Domain (including anyone on leave of
absence or layoff status), specifying for each: name; job title; existence and
date of any employment or other agreement with Wireless Domain, whether oral or
written; current compensation paid or payable by Wireless Domain and showing
any change in compensation since September 30, 1997, and vacation accrued and
entitlement.  No full-time officer or employee of Wireless Domain is subject to
any agreement, arrangement or understanding with any person that in any way
restricts or limits the scope or type of work in which the officer or employee
may be engaged by Wireless Domain or requires the employee or officer to
transfer, assign or disclose any intellectual property to any person other than
Wireless Domain.  Each of the employees identified by an asterisk in the
Disclosure Letter has entered into an agreement with Wireless Domain, in
substantially the form presented by Wireless Domain to Telular prior to the
date hereof, providing protection to Wireless Domain with respect to (i)
ownership of intellectual property created by such employee in the course of
employment by Wireless Domain, (ii) protection of confidential or proprietary
information of Wireless Domain to which such employee may have access, and
(iii) competition with Wireless Domain for a period of at least one year after
termination of such employee's employment with Wireless Domain.

         Except as set forth in the Disclosure Letter:
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         (a)     there are no outstanding collective bargaining agreements or
                 any written or oral employment, personal service or consulting
                 agreements with any employee or consultant, past or present,
                 of Wireless Domain;

         (b)     Wireless Domain, to the extent required under applicable law,
                 has in all material respects paid in full to or for all
                 employees all wages, salaries, bonuses, commissions, holiday,
                 sickness and vacation pay, and other direct compensation for
                 all services performed by them, including severance and
                 termination benefits due and payable as of the date hereof;

         (c)     Wireless Domain is in compliance in all material respects with
                 all applicable federal, state, provincial, foreign, municipal
                 and local laws, statutes, ordinances, rules, notices, orders
                 and regulations respecting employment and employment practices
                 or dealing with such things as occupational safety and health,
                 wages and overtime pay, hours of employment, unfair labor
                 practices and employment discrimination and other terms and
                 conditions of employment;

         (d)     there is no labor strike, slowdown, work stoppage or other job
                 action pending or, to the knowledge of the Wireless Domain
                 Stockholders, threatened against or involving Wireless Domain;

         (e)     no workers' compensation case or claim is pending or, to the
                 knowledge of the Wireless Domain Stockholders, threatened
                 against Wireless Domain;

         (f)     Wireless Domain has no agreements or contracts nor has it
                 conducted any negotiations with any trade union, council of
                 trade unions, labor organization, employee bargaining agency
                 or affiliated bargaining agent, nor do any of the foregoing
                 hold any bargaining rights with respect to any employees of
                 Wireless Domain that are not currently subject to a collective
                 bargaining agreement;

         (g)     Wireless Domain is not a party to any pending labor
                 arbitrations, applications or complaints before any
                 administrative agency or tribunal;

         (h)     there are no charges of unfair labor practices, charges of
                 employment discrimination, or charges of violations of
                 occupational safety and health laws or wage and hour laws or
                 laws regulating any other term or condition of employment
                 pending before any federal,
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                 state, local, provincial or foreign agency or tribunal, or, to
                 the knowledge of the Wireless Domain Stockholders threatened
                 against Wireless Domain, nor, to the knowledge of the Wireless
                 Domain Stockholders, is there any credible charge that is
                 probable of assertion; and

         (i)     to the knowledge of the Wireless Domain Stockholders, the
                 consummation of the transactions contemplated by this
                 Agreement will not (a) entitle any current or former director,
                 officer, employee or agent of Wireless Domain to any severance
                 pay, unemployment compensation or other payment, or (b)
                 accelerate the time of payment or vesting, or increase the
                 amount of compensation or benefits due to, any such director,
                 officer, employee or consultant, whether under any contract,
                 agreement, arrangement or otherwise.

         2.15    MATERIAL INTERESTS OF CERTAIN PERSONS.  To the Wireless Domain
Stockholders' knowledge, no officer or director of Wireless Domain has any
interest in any material contract or property (real or personal, tangible or
intangible) used in or pertaining to the business of Wireless Domain.

         2.16    EMPLOYEE BENEFIT PLANS.

         (a)     Except as set forth in the Disclosure Letter, Wireless Domain
does not contribute, make payments or pay benefits to, or have any liability
whatsoever under, any employee pension benefit plan, as such term is defined in
Section 3(2) of ERISA, any "multiemployer benefit plan" as such term is defined
in Section 4001(a)(3) of ERISA, and any employee pension, retirement,
profit-sharing, savings, deferred compensation, stock option, incentive award,
stock bonus, severance pay (whether or not written), fringe benefit or similar
plan (collectively, "Pension Plan").  Set forth in the Disclosure Letter is a
complete and correct list of all employee welfare benefit plans as such term is
defined in Section 3(1) of ERISA, any "multiple-employer welfare arrangement"
as such term is defined in Section 3(40) of ERISA, and any employee medical,
vision, dental or other health plan of a life insurance, disability, or other
similar employee benefit plan ("Welfare Plan") to which Wireless Domain
contributes or under which Wireless Domain makes payments or pays benefits or
has any liability whatsoever.  Wireless Domain has not made or entered into any
plan or commitment, whether legally binding or not, to create any additional
employee benefit plan, program, agreement or arrangement, or to modify or
change any existing employee benefit plan, program, agreement or arrangement,
that would affect any employee or terminated employee of Wireless Domain.  With
respect to the Welfare Plans listed in the Disclosure Letter (the "Existing
Plans"), Wireless Domain, the Existing
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Plans, and the fiduciaries of the Existing Plans have complied in all material
respects with all of the applicable requirements of federal, state and local
law, including, but not limited to, ERISA, the United States Internal Revenue
Code of 1986, as amended (the "Code"), the United States Age Discrimination in
Employment Act, as amended, the Medicare secondary payer requirements, and any
other applicable laws governing age discrimination, insurance or employee
benefits.  The Existing Plans do not have any unfunded liabilities, and
Wireless Domain does not have any unfunded liabilities with respect to the
Existing Plans.  There are no outstanding legal actions with respect to the
Existing Plans, and Wireless Domain is not aware of any legal actions that are
contemplated with respect to the Existing Plans.  Wireless Domain has made true
and correct copies of the Existing Plans available to Telular.

         (b)     Neither Wireless Domain nor any Existing Plan has any
obligation to provide any type of life, medical, dental, disability, long-term
care or other benefit to retirees, former employees, former directors or former
independent contractors.  Wireless Domain has not made, nor will it be
obligated to make, to any current or former director or employee, any payment
in the form of wages or other compensation as a consequence, in whole or in
part, of this Agreement or of any change in the ownership or effective control
of Wireless Domain.

         2.17    CONDUCT OF WIRELESS DOMAIN TO DATE.  Except as set forth in
the Disclosure Letter, since the date of the Financial Statements, and except
as expressly reflected in the Interim Statements, there has not been in respect
of Wireless Domain:

         (a)     the incurrence of any debts, obligations or liabilities
                 (whether absolute, accrued, contingent or otherwise and
                 whether due or to become due), except debts, obligations and
                 liabilities incurred in the ordinary course of business
                 consistent with past practice;

         (b)     any declaration, setting aside or payment of any dividend or
                 distribution based on its shares, or any direct or indirect
                 purchase, retirement, redemption or other acquisition of any
                 of its shares or other securities or any obligation to do so;

         (c)     any mortgage, pledge or lien or granting of a security
                 interest in or other encumbrance on any of its assets,
                 tangible or intangible, except for (i) those exceptions to
                 title listed in the Disclosure Letter, (ii) mechanics',
                 carriers', workers' repairs, and other similar liens arising
                 or incurred in the ordinary course of business which relate to
                 obligations not yet due or delinquent, and (iii) liens
<PAGE>   14
                                     - 14 -

                 on equipment or goods acquired or held in the ordinary course
                 of business, incurred solely to secure purchase money
                 financing for the equipment or goods ("Permitted Exceptions");

         (d)     the sale, transfer, lease, license, abandonment or other
                 disposition, other than in the ordinary course of business
                 consistent with past practice, of any of its assets, tangible
                 or intangible;

         (e)     any damage, destruction or loss in its assets which, in the
                 aggregate, exceeds Five Thousand Dollars ($5,000) (whether or
                 not covered by insurance);

         (f)     any transaction or transactions to which Wireless Domain was a
                 party having, individually or in the aggregate, a material
                 adverse affect on the financial condition or operations of
                 Wireless Domain;

         (g)     any change in accounting practices or any change in
                 depreciation or amortization policies or rates;

         (h)     any cancellation of any debts owed or claims held by Wireless
                 Domain in excess of Five Thousand Dollars ($5,000) in the
                 aggregate;

         (i)     any disposal or lapse of any intellectual property held by
                 Wireless Domain or used by Wireless Domain which could have a
                 material adverse affect on the financial condition or
                 operations of Wireless Domain;

         (j)     any authorization of any capital expenditures which,
                 individually, involve an excess of Twenty-Five Thousand
                 Dollars ($25,000);

         (k)     any loss of any customers or suppliers which, either
                 individually or in the aggregate, could have a material
                 adverse affect on the financial condition or operations of
                 Wireless Domain;

         (l)     any agreement by Wireless Domain to take any of the actions
                 described in paragraphs (a) through (k) above.

         2.18    RECEIPT OF TELULAR INFORMATION.  The Wireless Domain
Stockholders have received and reviewed copies of Telular's annual report on
Securities and Exchange Commission ("SEC") Form 10-K for the fiscal year ended
September 30, 1996, Telular's proxy statement for its January 1997 annual
meeting, Telular's quarterly reports on SEC Form 10-Q for the periods ended
December 31, 1996, March 31, 1997, and June 30, 1997, and Telular's current
reports on SEC Form 8-K dated April 25, 1997, and July 1, 1997 (collectively,
the "Telular Information").
<PAGE>   15
                                     - 15 -


         2.19    SHARE RESTRICTIONS.

         (a)     The Wireless Domain Stockholders understand that because the
Telular Shares have not been registered under the Securities Act or any other
applicable securities laws they cannot dispose of any or all of the Telular
Shares unless such Telular Shares are subsequently registered under the
Securities Act or other applicable securities laws or exemptions from such
registration are available.

         (b)     The Wireless Domain Stockholders understand that each
certificate representing the Telular Shares will bear the following legend or
one substantially similar thereto:

                 The shares represented by this certificate have not been
                 registered under the United States Securities Act of 1933, as
                 amended, or any other applicable securities laws.  These
                 shares have been acquired for investment and not with a view
                 to distribution or resale, and may not be sold, mortgaged,
                 pledged, hypothecated or otherwise transferred without an
                 effective registration statement for such shares under
                 applicable securities laws or an opinion of counsel
                 satisfactory to the corporation that registration is not
                 required under such laws.

At such time as the transfer restrictions under the Securities Act of 1933
cease to apply to any Telular Shares, Telular shall, at the request of any
Wireless Domain Stockholder, cause the foregoing legend to be removed from the
certificates evidencing such Telular Shares held by such Wireless Domain
Stockholders.

         2.20    ADDITIONAL REPRESENTATIONS.

         (a)     The Wireless Domain Stockholders have no plan or intention to
dispose of the Telular Shares.

         (b)     The liabilities of Wireless Domain assumed by TWD and the
liabilities to which the transferred assets of Wireless Domain are subject were
incurred by Wireless Domain in the ordinary course of its business.

         2.21    NO MISLEADING STATEMENTS.  The representations and warranties
made by the Wireless Domain Stockholders in this Agreement, and the information
contained in all exhibits, schedules, lists, certificates, financial statements
and other documents and information furnished or to be furnished by Wireless
Domain or the Wireless Domain Stockholders pursuant hereto, collectively, when
read together, do not and will not
<PAGE>   16
                                     - 16 -

contain any untrue statement of a material fact and do not and will not omit to
state a material fact necessary in order to make the statements contained or to
be contained herein or therein, not false or misleading.


                                  ARTICLE III
               REPRESENTATIONS AND WARRANTIES OF TELULAR AND TWD

                 As a material inducement to Wireless Domain and the Wireless
Domain Stockholders to enter into and perform their obligations under this
Agreement, and notwithstanding any examinations, inspections, audits, and other
investigations heretofore or hereafter made by Wireless Domain, Telular and TWD
hereby represent and warrant to Wireless Domain and the Wireless Domain
Stockholders as follows:

         3.01    ORGANIZATION AND AUTHORITY.

         (a)     Telular is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware. Telular has all
requisite corporate power and authority to own, lease and operate its
properties and assets and to carry on the businesses which are currently
conducted by it.  The copies of the Certificate of Incorporation and By-laws of
Telular, as amended to date, which have been made available to Wireless Domain,
are correct and complete.

         (b)     TWD is a corporation duly organized, validly existing and in
good standing under the laws of the State of New York and in all other
jurisdictions where the conduct of its respective business requires it to be so
qualified and has the requisite corporate power to own its respective
properties and assets and to carry on its respective business as it is now
being conducted.

         3.02    CORPORATION AUTHORIZATION. Each of Telular and TWD has all
requisite corporate power, authority and capacity to enter into this Agreement
and any other agreements required to be entered into by it hereby, and each of
Telular and TWD has the requisite power, authority and capacity to take,
perform and execute all proceedings, acts and instruments required by it to
consummate the merger and to fulfill its obligations under this Agreement and
any other agreements contemplated hereby.  The execution and delivery by
Telular and TWD of this Agreement and any other agreements, documents and
instruments to be executed and delivered by Telular or TWD pursuant hereto, and
the consummation by Telular and TWD of the transactions contemplated hereby,
have been duly and validly authorized by the Board of Directors of each of
Telular and TWD and the sole stockholder of TWD, and no other corporate
proceedings on the part of Telular or TWD are necessary under any provision of
law to authorize the
<PAGE>   17
                                     - 17 -

execution and delivery by Telular and TWD of this Agreement and any other
agreements, documents and instruments to be executed and delivered by Telular
or TWD pursuant hereto or to consummate the transactions contemplated hereby.
This Agreement has been duly and validly executed and delivered by each of
Telular and TWD.  This Agreement and any agreement, document and instrument to
be executed and delivered by Telular or TWD pursuant to this Agreement
constitute the valid and binding agreements of Telular and TWD, enforceable
against each of them in accordance with their respective terms, except to the
extent that (a) such enforcement may be subject to any bankruptcy, insolvency,
reorganization, moratorium or other laws, now or hereafter in effect, relating
to or limiting creditors' rights generally and (b) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to equitable defenses or to the discretion of the court before which any
proceeding therefor may be brought.

         3.03    CONSENTS AND APPROVALS; NO VIOLATIONS.  The execution and
delivery by Telular and TWD of this Agreement and the agreements, documents and
instruments to be executed and delivered by Telular or TWD pursuant hereto and
the consummation by Telular of the transactions contemplated hereby will not
(a) violate or conflict with or result in any breach of any provision of the
Certificate of Incorporation or By-laws of Telular or TWD; (b) violate or
conflict with any order, injunction, decree, statute, rule, ordinance or
regulation applicable to Telular or TWD or by which its properties or assets
may be bound; (c) require any filing with, or permit, consent or approval of,
any public governmental or regulatory body, agency or authority, labor
organization or private person; or (d) result in a violation or breach of, or
constitute, or with giving of notice or lapse of time or both constitute, a
default (or give rise to any right of termination, cancellation or
acceleration) under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, franchise, permit, lease, contract,
agreement, collective bargaining agreement, instrument or other arrangement to
which Telular or TWD is a party or by which either of them or any of its
properties or assets may be bound.

         3.04    LEGAL PROCEEDINGS.  There is no proceeding pending or, to the
knowledge of Telular and TWD, threatened against Telular or TWD of any kind
which questions or challenges the validity of this Agreement or that, if
adversely determined, would materially adversely affect the ability of Telular
or TWD to perform its obligations hereunder.  Neither Telular nor TWD is in
default with respect to any judgment, order, writ, injunction, decree or
consent of any court or other judicial authority, excluding such defaults which
would not have a material adverse affect on the ability of Telular or TWD to
perform its obligations hereunder.
<PAGE>   18
                                     - 18 -


         3.05    TELULAR SHARES.  The Telular Shares will be duly and validly
issued, fully paid and nonassessable.  Upon delivery of certificates for the
Telular Shares, pursuant to the terms of this Agreement, the Wireless Domain
Stockholders will hold valid and marketable title to the Telular Shares, free
and clear of all Liens (other than Liens created by the Wireless Domain
Stockholders and any restrictions on transfer provided herein).

         3.06 ADDITIONAL REPRESENTATIONS

                 (a)      TWD has no plan or intention to issue additional
shares of its stock that would result in Telular losing control of TWD within
the meaning of Section 368(c)(1) of the Code.

                 (b)      Neither Telular nor TWD has any plan or intention to
discontinue Wireless Domain's historic business or to discontinue the use of a
significant portion of Wireless Domain's historic assets in that business.

                 (c)      Neither Telular nor TWD has any plan or intention to
sell or otherwise dispose of any of the assets of Wireless Domain acquired in
the transaction, except for dispositions made in the ordinary course of
business.

                 (d)      Telular has no plan or intention to reacquire any of
its stock issued in the transaction.

         3.07    NO MISLEADING STATEMENTS.  The representations and warranties
made by Telular and TWD in this Agreement, and the information contained in the
Telular Information, collectively, when taken together, do not and will not
contain any untrue statement of a material fact and do not and will not omit to
state a material fact necessary in order to make the statements contained or to
be contained herein or therein, not false or misleading.

                                   ARTICLE IV
                CONDUCT OF BUSINESS PRIOR TO THE EFFECTIVE TIME

         4.01    CONDUCT OF BUSINESSES PRIOR TO THE EFFECTIVE TIME.  Except as
expressly contemplated by this Agreement, during the period from the date of
this Agreement to the Effective Time, Wireless Domain shall conduct its
business according to the ordinary and usual course consistent with past and
current practices and shall use its best efforts to maintain and preserve its
business organization, employees, and advantageous business relationships and
retain the services of its officers and key employees.

         4.02    FORBEARANCES BY WIRELESS DOMAIN.  Except as expressly
contemplated by this Agreement, without the prior consent of
<PAGE>   19
                                     - 19 -

Telular, during the period from the date of this Agreement to the Effective
Time, Wireless Domain shall not:

         (a)     Enter into or amend any Employee Plan or any employment,
severance, or similar agreements or arrangements with any director, officer,
key employee, or consultant; provided, however, that Wireless Domain may engage
an investment banker or other financial consultant to issue a fairness opinion
to Wireless Domain with respect to the fairness to Wireless Domain's
stockholders of this Merger from a financial point of view;

         (b) (i) Authorize, recommend, propose, or announce an intention to
authorize, recommend, or propose, or enter into an agreement in principle with
respect to, any merger, consolidation, or acquisition of a material amount of
assets or securities, any disposition of a material amount of assets or
securities, or any release or relinquishment of any material contract rights
not in the ordinary course of business; (ii)  Enter into any contract or
commitment involving annual consideration in excess of $75,000; (iii) Make any
material change in its buildings, leasehold improvements or fixtures;

         (c)     Propose or adopt any amendments to its certificate of
incorporation or by-laws;

         (d)     Issue any shares of capital stock or effect any stock split or
otherwise change its capitalization as it existed as of the date hereof, except
pursuant to any exercisable stock options;

         (e)     Grant, confer, or award any options, warrants, conversion
rights, or other rights not existing on the date hereof to acquire any shares
of its capital stock;

         (f)     Purchase or redeem any shares of its capital stock;

         (g)     Agree in writing or otherwise to take any of the foregoing
actions or engage in any activity, enter into any transaction, or take or omit
to take any other act which would make any of the Wireless Domain Stockholders'
representations and warranties untrue or incorrect in any material respect if
made anew after engaging in such activity, entering into such transaction, or
taking or omitting such other act;

         (h)     Directly or indirectly (including through its officers,
directors, employees, or other representatives) initiate, solicit, or encourage
any discussions, inquiries, or proposals with any party (other than Telular)
relating to the disposition of any significant portion of the business or
assets of Wireless Domain or the acquisition of the capital stock (or rights or
options exercisable for, or securities convertible or
<PAGE>   20
                                     - 20 -

exchangeable into, capital stock) of Wireless Domain or the merger of Wireless
Domain with any person, corporation, partnership, business trust, or other
entity (each such transaction being referred to herein as an "Acquisition
Transaction"), or provide any such person with information (other than
information required to be given under applicable law, rule or regulation) or
assistance or negotiate with any such person with respect to an Acquisition
Transaction;

         (i)     Take any actions, or fail to take any actions that alone, or
together with any other action or inaction, shall create, alter, or eliminate
any rights, benefits, obligations, or liabilities of any person (including, but
not limited to the participants, beneficiaries, Wireless Domain or, after the
Merger, the Surviving Corporation) with respect to any Employee Plans or
Policies.

With respect to any written request by Wireless Domain for Telular's consent to
any nonpermitted action of Wireless Domain, Wireless Domain shall be entitled
conclusively to presume that Telular has consented to any such action unless
Wireless Domain shall have received Telular's written objection to such action
within two (2) Business Days after the date of Telular's receipt of such
written request.

         4.03    NOTICE OF PROCEEDINGS.  Each of Wireless Domain and Telular
promptly will notify the other in writing upon becoming aware of any order or
decree or any complaint praying for an order or decree restraining or enjoining
the consummation of this Agreement or the transactions contemplated hereunder,
or upon receiving any notice from any governmental department, court, agency or
commission of its intention to institute an investigation into, or institute
any action or proceeding to restrain or enjoin consummation of this Agreement
or such transactions, or to nullify or render ineffective this Agreement or
such transaction if consummated.

         4.04    INTERIM FINANCIAL STATEMENTS.  Wireless Domain shall deliver
to Telular unaudited interim consolidated financial statements for Wireless
Domain within fifteen (15) Business Days after the close of each of its monthly
accounting periods that occurs after September 30, 1997, and before the Closing
Date.

                                   ARTICLE V
                             ADDITIONAL AGREEMENTS

         5.01    STOCKHOLDER APPROVALS.  Within fifteen (15) days of the date
of this Agreement, Wireless Domain shall obtain the written consent of its
stockholders to the Merger.  Each of Telular and the Wireless Domain
Stockholders covenants and agrees that he or it will grant his or its consent
to, or vote
<PAGE>   21
                                     - 21 -

all of their shares of Wireless Domain Common Stock to approve, the
transactions contemplated by this Agreement.

         5.02    CURRENT INFORMATION.  During the period from the date of this
Agreement to the Closing Date, each party shall promptly notify the other party
of any material change known to it in its business, operations, or prospects
and of any governmental complaints, investigations, or hearings or
communications indicating that the same may be contemplated, or the institution
or the overt threat of material litigation or administrative or other claim
involving such party, and shall keep the other party fully informed of such
events.

         5.03    EXPENSES.  Except as otherwise expressly provided herein each
party hereto shall bear its own legal, accounting, and other costs and expenses
incident to preparing, entering into, and carrying out this Agreement and
consummating the Merger.

         5.04    MISCELLANEOUS AGREEMENTS AND CONSENTS.  Subject to the terms
and conditions herein provided, each of the parties hereto agrees to use its
reasonable efforts to take, or cause to be taken, all actions, and to do, or
cause to be done, all things necessary, proper, or advisable under applicable
laws and regulations to consummate and make effective the transactions
contemplated by this Agreement as expeditiously as possible, including, without
limitation, using its reasonable efforts to lift or rescind any injunction or
restraining order or other order adversely affecting the ability of the parties
to consummate the transactions contemplated hereby and using its reasonable
efforts to satisfy the conditions to the Closing with respect to such party set
forth herein.  Wireless Domain and Telular shall use their reasonable efforts
to obtain consents of all third parties and governmental bodies necessary or,
in the opinion of any of the parties, desirable for the consummation of the
transactions contemplated by this Agreement.

         5.05    PRESS RELEASES.  Wireless Domain and Telular shall consult
with each other as to the form and substance of any proposed press release or
other proposed public disclosure of matters related to this Agreement or any of
the transactions contemplated hereby prior to any public dissemination of same.

         5.06    COVENANT TO SATISFY CONDITIONS.  Each of Wireless Domain,
Telular, TWD and the Wireless Domain Stockholders shall take all reasonable
actions necessary to comply promptly with all legal requirements that may be
imposed on it with respect to this Agreement.

         5.07    ADDITIONAL UNDERTAKINGS - COMPLIANCE WITH CODE SECTION
368(A)(1)(4).  Each of the Wireless Domain Stockholders, TWD, Telular, and
Wireless Domain hereby acknowledge that the parties
<PAGE>   22
                                     - 22 -

hereto intend that the overall reorganization contemplated by this Agreement
will qualify as a "reorganization" as described in Section 368(a)(1)(4) of the
Code.  Each Stockholder, TWD, Telular, and Wireless Domain hereby agree to use
their best efforts to take all actions necessary or appropriate to ensure that
the transactions undertaken pursuant to this Agreement qualify as a
"reorganization" as described in Section 368(a)(1)(4) of the Code.  In
addition, each Wireless Domain Stockholder, TWD, Telular, and Wireless Domain
hereby agree to refrain from taking any actions that are known by such party to
be, or that clearly are, inconsistent with such qualification.  The obligations
of the parties under the preceding sentence shall include, without limitation,
the obligation to refrain from:  (a) taking any position on any Tax Return that
is inconsistent with the transactions undertaken pursuant to this Agreement
qualifying as a "reorganization" as described in Section 368(a)(1)(4) of the
Code; and (b) in the case of TWD and Telular, providing any consideration with
respect to the Wireless Domain Common Stock other than as expressly provided
for herein.

         5.08    EMPLOYMENT AGREEMENTS.  At the Time of Closing each of Dan
Giacopelli, Jeffrey Hickey and Rex Nathanson shall enter into, and TWD shall
use its best efforts to cause Jerome Deutsch to enter into, an employment
agreement with Telular in the form set forth in Exhibit A.  Simultaneous with
the execution of each such employment agreement, such persons and TWD shall
terminate their existing employment agreements.

         5.09 STOCKHOLDER GUARANTEES.  Promptly following the Closing, Telular
shall offer its corporate guarantee in substitution for the personal guarantee
heretofore given by Dan Giacopelli to secure the obligations of Wireless Domain
on the equipment leases identified in the Disclosure Letter as having been
guaranteed by Mr. Giacopelli.  Telular shall use reasonable commercial efforts
to secure a release of Mr. Giacopelli from such guarantee in exchange therefor;
provided, however, that Telular shall not be required to offer or provide a
guarantee for more than $70,000 of such obligations.  "Reasonable commercial
efforts" shall include prepayment of such leases in the event that Telular is
not otherwise able to obtain such a release within 30 days after the Closing.

                                   ARTICLE VI
                             TRANSFER RESTRICTIONS

         6.01    RESTRICTIONS UPON TRANSFER.  Without limitation of any other
restriction upon transfer specified here, or by operation of law, no
Stockholder shall offer, sell, transfer, assign, hypothecate, pledge, give or
otherwise dispose of ("Transfer") any Telular Shares, except for Permitted
Transfers defined in Section 6.03, and except as provided below:
<PAGE>   23
                                     - 23 -


         (a)     Prior to the first anniversary of the Closing Date, and
subject to any legal restrictions upon Transfer, a Stockholder may Transfer up
to fifteen percent (15%) of the Telular Shares acquired by such Stockholder
pursuant to this Agreement;

         (b)     On or after the first anniversary of the Closing Date, and
prior to the second anniversary of the Closing Date, and subject to any legal
restrictions upon Transfer, a Stockholder may Transfer up to forty-five percent
(45%) of the Telular Shares acquired by such Stockholder pursuant to this
Agreement (less any Telular Shares Transferred pursuant to Subsection (a)
hereof);

         (c)     On or after the second anniversary of the Closing Date, and
prior to the third anniversary of the Closing Date, and subject to any legal
restrictions upon Transfer, a Stockholder may Transfer up to eighty percent
(80%) of the Telular Shares acquired by such Stockholder pursuant to this
Agreement (less any Telular Shares Transferred pursuant to Subsections (a) and
(b) hereof);

         (d)     On or after the third anniversary of the Closing Date, and
subject to any legal restrictions upon Transfer,  a Stockholder may transfer
any and all Telular Shares acquired by such Stockholder pursuant to this
Agreement;

         (e)     The percentage of shares that may be Transferred at any time
prior to third anniversary of the Closing Date shall be increased by five
percentage points upon the achievement by Telular of each of the following
milestones:

                 (i)      Production of at least 5,000 voice-only SX2(e) TDMA
                 units (or any other task reasonably substituted therefor by
                 Telular) on or before April 15, 1998;

                 (ii)     Production of at least 5,000 voice-only SX2(e) CDMA
                 units (or any other task reasonably substituted therefor by
                 Telular) on or before May 15, 1998;

                 (iii) Production of at least 5,000 voice-only SX2(e) DCS-1800
                 units (or any other task reasonably substituted therefor by
                 Telular) on or before June 30, 1998;

                 (iv) Production of at least 5,000 SX4 GSM units (or any other
                 task reasonably substituted therefor by Telular) on or before
                 October 15, 1998; and

                 (v) Production of at least 5,000 SX4 DCS-1800 units (or any
                 other task reasonably substituted therefor by Telular) on or
                 before November 1, 1998; and
<PAGE>   24
                                     - 24 -


         (f)     The restrictions of this Section 6.01 shall cease to apply
upon the sale of all or substantially all of the assets of Telular, the merger
of Telular with or into another entity if the stockholders of Telular
immediately prior to such merger do not constitute a majority of the
stockholders of the surviving entity, or the acquisition by any one person, or
group of persons acting in concert, of more than 50% of the voting stock of
Telular, on a fully-diluted basis.

         6.02    LEGENDING OF CERTIFICATES.  Each Wireless Domain Stockholder
hereby consents to the placement on any certificates representing ownership of
Telular Shares the transfer of which is restricted under Section 6.01 of the
following restrictive legend:

                 The securities represented by this certificate are subject to
                 an Agreement and Plan of Merger dated November 10, 1997
                 (including any amendments adopted after such date), a copy of
                 which is available for examination at the principal offices of
                 the Telular Corporation, and may not be offered, sold,
                 transferred, hypothecated, pledged, given or otherwise
                 disposed of except in accordance with the terms of such
                 Agreement.  Telular Corporation will not effectuate transfers
                 of this stock except in accordance with the provisions of such
                 Agreement.

At such time as the transfer restrictions of Section 6.01 cease to apply to any
Telular Shares, Telular shall, at the request of any Wireless Domain
Stockholder, cause the foregoing legend to be removed from the certificates
evidencing such Telular Shares held by such Wireless Domain Stockholders.

         6.03    PERMITTED TRANSFER.  "Permitted Transfer" shall mean: a
Transfer made at any time to such person's estate or heirs at law, whether by
devise, bequest, or the laws of intestate succession, provided that the
recipient agrees to be bound by the terms of the Agreement.

                                  ARTICLE VII
                               CERTAIN CONDITIONS

         7.01    CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER.
The respective obligations of each party to effect the Merger shall be subject
to the fulfillment or waiver on or prior to the Closing Date of all of the
following conditions:
<PAGE>   25
                                     - 25 -

         (a)     This Agreement shall have received the approval of all of the
Wireless Domain Stockholders at the meeting of stockholders called for the
purpose of approving the Merger.

         (b)     This Agreement and the transactions contemplated hereby shall
have been approved by each federal and/or state regulatory agency whose
approval is required for consummation of the transactions contemplated hereby.

         (c)     Wireless Domain, the Wireless Domain Stockholders, Telular,
and TWD shall not be subject to any order, decree, or injunction of a court or
agency of competent jurisdiction that enjoins or prohibits the consummation of
the Merger, and the Merger and other transactions contemplated hereby shall not
have been prohibited under any applicable federal or state law or regulation.

         (d)     No action or proceeding shall have been instituted before any
court or governmental body to restrain or prohibit, or to obtain substantial
damages in respect of, the consummation of this Agreement which, in the
reasonable opinion of Telular or Wireless Domain, may reasonably be expected to
result in a preliminary or permanent injunction against such consummation or an
award of such substantial damages.

         (e)     None of the parties to this Agreement shall have received
written notice from any governmental body of its intent to institute any action
or proceeding to restrain or enjoin or nullify this Agreement or the
transactions contemplated hereby.

         (f)     The Telular Shares shall have been approved by NASDAQ for
listing.

         7.02    CONDITIONS TO OBLIGATIONS OF WIRELESS DOMAIN.  The obligations
of Wireless Domain to effect the Merger shall be subject to the fulfillment or
waiver on or prior to the Closing Date of all of the following additional
conditions:

         (a)     The representations and warranties of Telular and TWD made
herein shall be true and correct in all material respects as of the date of
this Agreement and as of the Closing Date (as though made on and as of the
Closing Date, except (i) to the extent such representations and warranties are
by their express provisions made as of a specified date, and (ii) for the
effect of transactions contemplated by this Agreement).

         (b)     Telular and TWD shall have performed in all material respects
all obligations required to be performed by them under this Agreement on or
prior to the Closing Date.
<PAGE>   26
                                     - 26 -

         (c)     Telular and TWD shall have obtained any and all material
permits, authorizations, consents, waivers, and approvals required for the
lawful consummation of the Merger.

         7.03    CONDITIONS TO OBLIGATIONS OF TELULAR AND TWD.  The obligations
of Telular and TWD to effect the Merger shall be subject to the fulfillment on
or prior to the Closing Date of all of the following additional conditions:

         (a)     The representations and warranties of the Wireless Domain
Stockholders made herein shall be true and correct in all material respects as
of the date of this Agreement and as of the Closing Date (as though made on and
as of the Closing Date, except (i) to the extent such representations and
warranties are by their express provisions made as of a specific date and (ii)
for the effect of transactions contemplated by this Agreement).

         (b)     Wireless Domain shall have performed in all material respects
all obligations required to be performed by it under this Agreement on or prior
to the Closing Date.

         (c)     Wireless Domain shall have obtained any and all material
permits, authorizations, consents, waivers, and approvals required for the
lawful consummation of the Merger.

         (d)  Each of Dan Giacopelli, Jeffrey Hickey and Rex Nathanson shall
have entered into an employment agreement with Telular in accordance with
Section 5.08, and Wireless Domain shall have used its best efforts to cause
Jerome Deutsch to enter into such an employment agreement.

                                  ARTICLE VIII
                       TERMINATION, AMENDMENT, AND WAIVER

         8.01    TERMINATION.  This Agreement may be terminated at any time
prior to the Closing Date, whether before or after approval by the stockholders
of Wireless Domain:

         (a)     By mutual consent of Wireless Domain and Telular;

         (b)     By Wireless Domain or Telular at anytime after November 30,
1997, if the Merger shall not theretofore have been consummated;

         (c)     By Telular or TWD, in the event of a material breach by
Wireless Domain or any Wireless Domain Stockholder of any representation,
warranty, or agreement contained in this Agreement, which breach is not cured
within 15 days after written notice thereof is given to the party committing
such breach or waived by such other party; or
<PAGE>   27
                                     - 27 -

         (d)     By Wireless Domain or the Wireless Domain Stockholders, in the
event of a material breach by Telular or TWD of any representation, warranty,
or agreement contained in this Agreement, which breach is not cured within 15
days after written notice thereof is given to the party committing such breach
or waived by such other party.

         8.02    EFFECT OF TERMINATION.  In the event of termination of this
Agreement as provided in Section 8.01, this Agreement shall forthwith become
void and without further effect and there shall be no liability on the part of
any party hereto or the respective officers and directors of any party, except
as set forth in Section 5.03 (respecting payment of certain expenses) and
except that nothing herein shall relieve any party from liability for any
breach of any representation, warranty, or covenant contained herein.

         8.03    AMENDMENT.  This Agreement and the Exhibits hereto may be
amended by Wireless Domain and Telular at any time before or after approval of
this Agreement by the stockholders of Wireless Domain; provided, however, that
after any such approval no such modification shall (i) alter the amount or
change the form of the consideration contemplated by this Agreement to be
received by stockholders of Wireless Domain or (ii) alter or change any of the
terms of this Agreement if such alteration or change would materially and
adversely affect the stockholders of Wireless Domain.  This Agreement may not
be amended except by an instrument in writing signed by Wireless Domain and
Telular.

         8.04    WAIVER.  Any term, condition or provision of this Agreement
may be waived in writing at any time by the party that is, or whose
stockholders are, entitled to the benefits thereof.

                                   ARTICLE IX

                    REGISTRATION AND SALE OF TELULAR STOCK.

         9.01  REGISTRATION.  Within 30 days after the Closing Date and at
Telular's sole expense, Telular shall file with the SEC a registration
statement for the resale by the Wireless Domain Stockholders of the Telular
Shares (a "Registration Statement").  Telular shall use its best efforts to
cause each Registration Statement to become effective within 90 days after the
date upon which it is filed with the SEC, and to remain in effect thereafter
until the earlier of (i) the second anniversary of the date upon which it
becomes effective and (ii) the sale by the Wireless Domain Stockholders of all
of the Telular Shares covered thereby.  Telular shall at Telular's sole expense
cause all Telular Shares to be registered for sale, or qualify from exemption
from such registration, under any applicable state securities law.
<PAGE>   28
                                     - 28 -

         9.02    NOTIFICATION.  Telular shall immediately notify the Wireless
Domain Stockholders (i) at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of 1933 (the "Securities
Act"), (ii) of the receipt by Telular of any notification with respect to the
suspension of the qualification of the Telular Shares for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, or (iii) of the happening of any event which comes to Telular's
attention if as a result of such event the prospectus included in such
registration statement contains an untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading and, in each such case, Telular will
promptly prepare and furnish to the Wireless Domain Stockholders a supplement
or amendment to such prospectus so that, as thereafter delivered to the
purchasers of such Telular Shares, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading.

         9.03    SUSPENSION OF SALES.  Upon receipt of any notice from Telular
of the happening of any event of the kind described in Section 9.02, the
Wireless Domain Stockholders shall forthwith discontinue disposition of Telular
Shares pursuant to any Registration Statement until the Wireless Domain
Stockholders' receipt of the copies of the supplemented or amended prospectus
contemplated by Section 9.02, and, if so directed by Telular, the Wireless
Domain Stockholders shall deliver to Telular (at Telular's expense) all copies,
other than permanent file copies, then in the Wireless Domain Stockholders'
possession, of the prospectus covering such Telular Shares current at the time
of receipt of such notice.  In the event Telular shall give any such notice,
the period mentioned in Section 9.02 shall be extended by the greater of (i)
one month or (ii) the number of days during the period from and including the
date of the giving of such notice pursuant to Section 9.02 to and including the
date when the Wireless Domain Stockholders shall have received the copies of
the supplemented or amended prospectus contemplated by Section 9.02.

         9.04    INSPECTION.  Telular shall make available for inspection by
the Wireless Domain Stockholders in connection with its sale of any Telular
Shares, by any underwriter participating in any disposition pursuant to such
registration statement and amendment thereto, and by any attorney, accountant
or other agent retained by the Wireless Domain Stockholders or such underwriter
(collectively, the "Inspectors"), all financial and other records, pertinent
corporate documents and properties of Telular and its subsidiaries, if any, as
shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the officers, directors and employees
<PAGE>   29
                                     - 29 -

of Telular and its subsidiaries to supply all information and respond to all
inquiries reasonably requested by any such Inspector in connection with such
registration statement and amendments thereto.

         9.05    PROVISION OF INFORMATION.  Promptly prior to the filing of any
document which is to be incorporated by reference into any Registration
Statement or the prospectus included therein (after initial filing of such
Registration Statement), Telular shall provide copies of such document to
counsel to the Wireless Domain Stockholders and to its managing underwriters,
if any, and make Telular's representatives available for discussion of such
document.

         9.06    DISCLOSURE BY THE WIRELESS DOMAIN STOCKHOLDERS.  It shall be a
condition precedent to the obligation of Telular to take any action pursuant to
this Article IX that the Wireless Domain Stockholders shall furnish to Telular
such information regarding the securities held by the Wireless Domain
Stockholders and the intended method of disposition thereof as Telular shall
reasonably request and as shall be required in connection with the action taken
by Telular.

         9.07    INDEMNIFICATION.

                          (a)  Indemnification by Telular.  With respect to any
         Registration Statement filed by Telular pursuant to Section 9.01,
         Telular will, and it hereby does, indemnify and hold harmless, to the
         full extent permitted by law, the Wireless Domain Stockholders and
         each other person, if any, is controlled by the Wireless Domain
         Stockholders within the meaning of Section 15 of the Securities Act
         and Section 20 of the Exchange Act of 1934, as amended (the "Exchange
         Act") (for purposes of this Section 9.07(a), an "Indemnified Person"),
         against any and all losses, claims, damages or liabilities, joint or
         several, and expenses (including any amounts paid in any settlement
         effected with Telular's consent) to which such Indemnified Person may
         become subject under the Securities Act, the Exchange Act, state
         securities or blue sky laws, common law or otherwise, insofar as such
         losses, claims, damages or liabilities (or actions or proceedings in
         respect thereof) or expenses arise out of or are based upon (A) any
         untrue statement or alleged untrue statement of any material fact
         contained, on the effective date thereof, in such Registration
         Statement, any preliminary, final or summary prospectus combined
         therein, or any amendment or supplement thereto, (B) any omission or
         alleged omission to state therein a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading, or (C) any violation by Telular of any federal, state or
         common law rule or regulation applicable to Telular and relating to
         action
<PAGE>   30
                                     - 30 -

         required of or inaction by Telular in connection with any such
         registration, and, in each case, Telular will reimburse such
         Indemnified Person for any reasonable legal or any other expenses
         reasonably incurred by him, her or it in connection with investigating
         or defending such loss, claim, liability, action or proceeding;
         provided, however, that Telular shall not be liable in any such case
         to the extent that any such loss, claim, damage, liability (or action
         or proceeding in respect thereof) or expense is caused by any untrue
         statement or alleged untrue statement or omission or alleged omission
         made in such registration statement or amendment or supplement thereto
         or in any such preliminary, final or summary prospectus in reliance
         upon and in conformity with written information furnished to Telular
         through an instrument duly executed by such Indemnified Person
         specifically stating that it is for inclusion therein.  Such indemnity
         shall remain in full force and effect regardless of any investigation
         made by or on behalf of such Indemnified Person and shall survive the
         transfer of such securities by such Indemnified Person.

                          (b)  Indemnification by Wireless Domain Stockholders.
         Telular may require, as a condition to including any Telular Shares
         owned by the Wireless Domain Stockholders in any Registration
         Statement, that Telular shall have received an undertaking reasonably
         satisfactory to it from the Wireless Domain Stockholders, each other
         person registering Telular securities pursuant to such Registration
         Statement or any underwriter or selling agent, to severally and not
         jointly, indemnify and hold harmless (in the same manner and to the
         same extent as set forth in subsection (a) of this Section 9.07)
         Telular and its directors, officers, controlling persons, any
         underwriter or selling agent and all other prospective sellers and
         their respective directors, officers, general and limited partners,
         managing directors, and their respective controlling persons (for
         purposes of this Section 9.07(b), "Indemnified Persons") but only with
         respect to (A) any untrue statement or alleged untrue statement of any
         material fact contained, on the effective date thereof, in any such
         Registration Statement, any preliminary, final or summary prospectus
         contained therein, or any amendment or supplement thereto, or (B) any
         omission or alleged omission to state therein a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading, in each case in reliance upon and in conformity with
         written information furnished to Telular or its representatives
         through an instrument duly executed by or on behalf of such Holder,
         other selling person or underwriter or selling agent specifically
         stating that it is for inclusion therein.  Such indemnity shall remain
         in full force and effect regardless of any investigation made
<PAGE>   31
                                     - 31 -

         by or on behalf of the Indemnified Persons and shall survive the
         transfer of such securities by such indemnifying party; provided,
         however, that no such indemnifying party shall be liable under this
         Section 9.07(b) for any amounts exceeding the product of the purchase
         price per share and the number of Telular Shares being sold pursuant
         to such registration statement or prospectus by such indemnifying
         party.

                          (c)  Third Party Claims; No Limitations.  The
         provisions of Section 10.02 of this Agreement shall apply, and the
         provisions of Section 10.03 of this Agreement shall not apply, in
         respect of indemnification pursuant to this Section 9.07.

                                   ARTICLE X
                               GENERAL PROVISIONS

         10.01   SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
Except as set forth in the last sentence of this Section 10.01, the
representations and warranties of the Parties contained in this Agreement and
in any document or certificate given pursuant hereto shall survive the Closing
and continue for a period of 18 months after the Closing Date.  Any right of
indemnification pursuant to Article X with respect to a claimed breach of a
representation or warranty shall expire at the date of termination of the
representation or warranty claimed to be breached (the "Termination Date"),
unless on or prior to the Termination Date a Claim Notice (as hereinafter
defined) has been made to the party from whom indemnification is sought.
Provided that a Claim Notice is timely made, the right to indemnification may
continue to be asserted beyond the Termination Date of the representation and
warranty to which such Claim Notice relates.  As used in this Agreement, a
"Claim Notice" means a written notice asserting a breach of a representation or
warranty specified in this Agreement which reasonably sets forth, in light of
the information then known to the party giving such notice, a description of,
and estimate (if it is then reasonable to make an estimate) of the amount
involved in, such breach.  Notwithstanding anything in this Section 10.01 to
the contrary, the representations and warranties made by the Wireless Domain
Stockholders pursuant to Section 2.10  shall survive for a period coterminous
with any applicable statute of limitations, and the representations and
warranties made by Telular and TWD pursuant to Section 3.05 shall survive
indefinitely.

         10.02   INDEMNIFICATION FOR BREACHES OF WARRANTY, ETC.

         (a)     Subject to the limitations set forth in Section 10.03, the
Wireless Domain Stockholders shall indemnify and save harmless Telular and its
affiliates, beneficiaries, successors,
<PAGE>   32
                                     - 32 -

subsidiaries, directors, officers, employees, agents and representatives (such
parties shall be collectively referred to herein as the "Telular Indemnified
Parties"), effective as of and from the Closing Date, from and against any
claims, demands, actions, causes of action, damages, losses, costs, liabilities
or expenses (including, without limitation, the disbursements, expenses and
reasonable fees of its attorneys) (hereinafter in this Article X called
"Claims") which may be made or brought against a Telular Indemnified Party, or
which it may suffer or incur, as a result of, in respect of, or arising out of
any non-fulfillment of any covenant or agreement on the part of the Wireless
Domain Stockholders under this Agreement or any incorrectness in or breach of
any representation or warranty of the Wireless Domain Stockholders contained
herein or in any certificate furnished pursuant hereto or thereto.

         (b)     Subject to the limitations set forth in Section 10.03, Telular
shall indemnify and save harmless the Wireless Domain Stockholders and their
beneficiaries, successors, agents and representatives (such parties shall be
collectively referred to herein as the "Wireless Domain Indemnified Parties"),
effective as of and from the Closing Date, from and against any Claims which
may be made or brought against any Wireless Domain Indemnified Party, or which
they may suffer or incur, as a result of, in respect of, or arising out of, any
non-fulfillment of any covenant or agreement on the part of Telular under this
Agreement or any incorrectness in or breach of any representation or warranty
of Telular contained herein or in any certificate furnished pursuant hereto.

         (c)     If any action, suit, investigation or proceeding shall be
brought or asserted by any third party (a "Third Party Claim") against a
Telular Indemnified Party or a Wireless Domain Indemnified Party, respectively
(each, an "Indemnified Party"), in respect of which indemnity may be sought
under Subsections 10.02(a) or 10.02(b) from the relevant indemnifying person or
any successor thereto (the "Indemnifying Party"), then the Third Party Claim
shall be subject to the following terms and conditions:

                 (i)      The Indemnified Party shall promptly provide written
         notice of any Third Party Claim asserted against, resulting to,
         imposed upon or incurred by the Indemnified Party to the Indemnifying
         Party.  The Indemnifying Party, upon receiving such written notice,
         may at its own expense undertake the defense of such Third Party Claim
         by counsel of its own choosing, which shall be reasonably acceptable
         to the Indemnified Party; provided, that, the Indemnified Party shall
         have the right to employ separate counsel to participate in (but not
         control) the defense of any such action, suit, claim or proceeding,
         but the disbursements,
<PAGE>   33
                                     - 33 -

         expenses and fees of such separate counsel shall be at the expense of
         the Indemnified Party.

                 (ii)     If within twenty (20) business days after written
         notice of any Third Party Claim has been provided to the Indemnifying
         Party, the Indemnifying Party fails to defend the Indemnified Party,
         the Indemnified Party shall have the right to undertake the defense,
         compromise or settlement of such Third Party Claim for the account of
         the Indemnifying Party.

                 (iii) Anything in this Subsection 10.02(c) to the contrary
         notwithstanding, (a) if there is a reasonable probability in the
         Indemnified Party's judgment that the Third Party Claim may materially
         and adversely affect the Indemnified Party other than as a result of
         money damages or other money payments, the Indemnified Party shall
         have the right to defend, co-defend, compromise or settle such Third
         Party Claim and (b) the Indemnifying Party shall not, without the
         prior written consent of the Indemnified Party, settle or compromise
         any claim or consent to entry of any judgment relating to any such
         Third Party Claim, which settlement, compromise or judgment does not
         include as an unconditional term thereof the giving by the claimant or
         the plaintiff to the Indemnified Party a release from all liabilities
         in respect of such Third Party Claim.

                 (iv)     The Indemnifying Party shall provide the Indemnified
         Party with access to all records and documents of the Indemnifying
         Party relating to any Third Party Claim.  The Indemnified Party shall
         provide the Indemnifying Party with access to all records and
         documents of the Indemnified Party relating to any Third Party Claim.

         10.03  QUALIFICATIONS WITH RESPECT TO SUBSECTIONS 10.02(A) AND
10.02(B).  The obligations of indemnification in respect of Claims set forth in
Subsections 10.02(a) and 10.02(b) shall be subject to the following
limitations: (i)  such obligations shall be subject to the limitation set forth
in Section 10.01 respecting the survival of the representations and warranties
of the parties; (ii) such obligations shall be subject to Subsection 10.02(c);
(iii) such obligations shall not be applicable unless and until the aggregate
amount of claims by the party seeking indemnification exceeds One Hundred
Thousand Dollars ($100,000), in which event the right of indemnification shall
apply to the full amount of such Claims and not only those in excess of One
Hundred Thousand Dollars ($100,000); and (iv) in any claim for indemnification
against a Wireless Domain Shareholder, Telular and TWD shall have recourse only
against the Telular Shares received by such Wireless Domain Shareholder under
this Agreement, or the proceeds thereof, and shall not
<PAGE>   34
                                     - 34 -

have recourse against any other assets of such Wireless Domain Shareholder.

         10.04   NO ASSIGNMENT; SUCCESSORS AND ASSIGNS.  This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns and nothing in this Agreement,
express or implied, is intended to confer upon any other person any rights or
remedies whatsoever under or by reason of this Agreement.  Neither this
Agreement nor any right or obligation set forth in any provision hereof may be
transferred or assigned by Telular or TWD without the prior written consent of
the Wireless Domain Stockholders, or by the Wireless Domain Stockholders
without the prior written consent of Telular, and any purported transfer or
assignment in violation of this Section 10.04 shall be void and of no effect;
except that Telular may assign its rights (but not its obligations) hereunder
to a wholly-owned, direct or indirect subsidiary of Telular without the
Wireless Domain Stockholders' consent, provided that, following any such
assignment by Telular, Telular shall remain primarily liable to fulfill its
liabilities and obligations hereunder.

         10.05   SEVERABILITY.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be held to
be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remaining provisions of this Agreement.

         10.06   NO IMPLIED WAIVER.  No failure or delay on the part of either
party hereto to exercise any right, power, or privilege hereunder or under any
instrument executed pursuant hereto shall operate as a waiver nor shall any
single or partial exercise of any right, power, or privilege preclude any other
further exercise thereof or the exercise of any other right, power, or
privilege.

         10.07   HEADINGS.  Article, section, subsection, and paragraph titles,
captions and headings herein are inserted only as a matter of convenience and
for reference, and in no way define, limit, extend, or describe the scope of
this Agreement or the intent of any provision hereof.

         10.08   ENTIRE AGREEMENT.  Except for the Confidentiality Agreement,
this Agreement, and the Exhibits hereto constitute the entire agreement between
and among the parties with respect to the subject matter hereof, and supersedes
all prior negotiations, representations, warranties, commitments, offers,
letters of interest or intent, proposal letters, contracts, writings, or other
agreements or understandings with respect thereto.
<PAGE>   35
                                     - 35 -


         10.09   COUNTERPARTS.  This Agreement may be executed in two or more
counterparts, and any party to this Agreement may execute and deliver this
Agreement by executing and delivering any of such counterparts, each of which
when executed and delivered shall be deemed to be an original and all of which
taken together shall constitute one and the same instrument.

         10.10   NOTICES.  All notices and other communications hereunder shall
be in writing and shall be deemed to be duly given (a) on the date delivered if
delivered personally or sent by facsimile transmission or (b) on the date
received if mailed by registered or certified mail (return receipt requested),
or by nationally recognized overnight courier service, in each case to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):


If to Wireless Domain or the
Wireless Domain Stockholders:

Telular-WD Corporation
580 Old Willets Path
Hauppage, NY 11788
Fax:  (516) 234-8474
Attention: Dan Giacopelli (or name of Wireless Domain Stockholder)

Copy to:

Lowenthal, Landau, Fischer & Bring, P.C.
250 Park Avenue
New York, NY 10177
Fax:  (212) 986-0604
Attention: Martin R. Bring, Esq.

If to Telular or TWD:

Telular Corporation
647 North Lakeview Parkway
Vernon Hills, IL  60061
Attention:  Kenneth Millard
Facsimile # 847-247-9577

Copy to:

Covington & Burling
1201 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Fax:  (202) 778-5258
Attention: Michael Cutler, Esq.
<PAGE>   36
                                     - 36 -

provided, however, that the providing of notice to counsel shall not, of
itself, be deemed the providing of notice to a party hereto.

         10.11   GOVERNING LAW.  This Agreement shall be governed by and
controlled as to validity, enforcement, interpretation, effect, and in all
other respects by the laws of the State of New York without regard to the
conflicts of laws provisions thereof.

         10.12   WAIVER OF JURY TRIAL.  Telular, TWD, Wireless Domain, and the
Wireless Domain Stockholders specifically waive any right to trial by jury in
any court with respect to any contractual, tortious or statutory claim,
counterclaim or crossclaim against the other arising out of or connected in any
way to this Agreement because the parties hereto, each of whom are represented
by counsel, believe that the complex commercial aspects of their dealing with
one another make a jury determination neither desirable nor appropriate.

                 IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their respective officers thereunto duly authorized
as of the 10th day of November, 1997.


WIRELESS DOMAIN INCORPORATED


By:
   ------------------------------
         Dan Giacopelli
         President and CEO
<PAGE>   37
                                     - 37 -

TELULAR CORPORATION


By:
   ------------------------------
         Kenneth Millard
         President and CEO

TELULAR-WD CORPORATION



By:
   ------------------------------
         Kenneth Millard
         President and CEO


WIRELESS DOMAIN STOCKHOLDERS:


---------------------------------
Dan Giacopelli


---------------------------------
Jeffrey Hickey


---------------------------------
Rex Nathanson


---------------------------------
Alvin Taylor


---------------------------------
Frank Bianchini