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                                                                   EXHIBIT 10.12


                                January 27, 1997





Cleary Communications Company
294 Pleasant Street, Suite 103
Stoughton, Massachusetts 02072

Francis A. Cleary
294 Pleasant Street, Suite 103
Stoughton, Massachusetts 02072

Michael F. Cleary
294 Pleasant Street, Suite 103
Stoughton, Massachusetts 02072

Jean Cleary
294 Pleasant Street, Suite 103
Stoughton, Massachusetts 02072

Edward Milano
294 Pleasant Street, Suite 103
Stoughton, Massachusetts 02072

Lady and Gentlemen:

         The purpose of this letter agreement (this "Agreement") is to set forth
the terms and conditions agreed to by and among Bear Communications, Inc., a
California corporation ("Purchaser"), Cleary Communications Company, a
Massachusetts partnership (the "Company"), Francis A. Cleary ("Francis"),
Michael F. Cleary ("Michael"), Jean Cleary ("Jean"), and Edward Milano
("Edward") (Francis, Michael, Jean and Edward, the partners of the Partnership,
are collectively referred to herein as the "Partners") for Purchaser's purchase
of certain assets of the Company. For good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
agree as follows:

         1. Sale of Assets. At the Closing (hereinafter defined), Purchaser will
purchase and the Company will sell, convey and assign, free and clear of all
liens, claims and encumbrances, all of the assets owned by the Company as of the
Closing Date (hereinafter defined), including, but not limited to, all of the
fixed assets, inventory, rental two-way radios, cash, co-op funds, accounts
receivable, intangible assets, customer data and related information, permits,
insurance proceeds (if any), computers, the contracts set


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forth on Exhibit A hereto (the "Assumed Contracts"), records, the name "Cleary
Communications," and the phone and fax numbers of the Company (collectively, the
"Assets").

         2. Liabilities Not Assumed; Sales Tax.

                  (a) Purchaser will not assume or be liable for any liabilities
         or obligations of the Company or any Partner other than trade payables
         of the Company incurred by the Company in the ordinary course of
         business that are set forth on Exhibit B hereto, the note payable to
         U.S. Trust that is described on Exhibit B hereto (which had an
         outstanding balance thereon of $12,840 at November 30, 1996), the auto
         loan described on Exhibit B hereto (which had an outstanding balance
         thereon of $8,696 at November 30, 1996), and the auto lease described
         on Exhibit B hereto (which had an outstanding balance thereon of
         $12,060 at November 30, 1996) (collectively, the "Assumed
         Liabilities"), and the Company and the Partners will, jointly and
         severally, indemnify Purchaser against and hold it harmless from all
         such liabilities and obligations other than the Assumed Liabilities.

                  (b) The liabilities and obligations of the Company that
         Purchaser will not assume include, but are not limited to, pension, and
         other employee benefit plan liabilities (including any accruals
         relating thereto), breaches or violations of agreements to which the
         Company or the Assets are subject, violations of law or applicable
         statutory regulations, property damage, personal injury, negligence,
         sexual abuse or harassment or employee claims based on events occurring
         prior to the Closing Date, liabilities or obligations of the Company
         for employees' accrued vacations, liabilities or obligations to
         remediate or cleanup any contamination or pollution of the air, soil or
         other environmental conditions occurring or existing prior to the
         Closing Date, any contingent liabilities (whether or not known), or any
         other liabilities or obligations of the Company or relating to the
         Assets other than Assumed Liabilities.

                  (c) The Company shall be liable for and shall pay any sales
         tax and other similar taxes resulting from consummation of the
         transactions contemplated hereby.

         3. Price for the Assets. The purchase price for the Assets (the
"Purchase Price") shall be payable by Purchaser to the Company as follows:

                  (a)      [Confidential Treatment Requested with SEC] shall be
         payable by Purchaser check or wire transfer at the Closing.

                  (b) If, and only if, the net profits before taxes, interest
         and corporate allocations for Purchaser's Stoughton sales office as
         reasonably determined by Purchaser ("Adjusted Net Profits") equal or
         exceed [Confidential Treatment Requested with SEC] for the one-year
         period ending one year after the Closing (the "First Earn-out Period"),
         Purchaser would pay the Company an additional amount equal to (i)
         [Confidential Treatment Requested with SEC] if Adjusted Net Profits for
         such period equal or exceed [Confidential Treatment Requested with
         SEC], or (ii) if Adjusted Net Profits for such period equal or exceed
         [Confidential Treatment Requested with SEC] but are less than
         [Confidential Treatment Requested with SEC], the product of (A)
         [Confidential Treatment Requested with SEC] and (B) a fraction, the
         numerator of which is Adjusted Net Profits for such period and the
         denominator of which is [Confidential Treatment Requested with SEC].

                  (c) If, and only if, the Adjusted Net Profits equal or exceed
         [Confidential Treatment Requested with SEC] for the one-year period
         ending two years after the Closing (the "Second Earn-out Period"),
         Purchaser would pay the Company an additional amount equal to (i)
         [Confidential Treatment Requested with SEC] if Adjusted Net Profits for
         such period


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         equal or exceed [Confidential Treatment Requested with SEC], or (ii) if
         Adjusted Net Profits for such period equal or exceed [Confidential
         Treatment Requested with SEC] but are less than [Confidential Treatment
         Requested with SEC], the product of (A) [Confidential Treatment
         Requested with SEC] and (B) a fraction, the numerator of which is
         Adjusted Net Profits for such period and the denominator of which is
         [Confidential Treatment Requested with SEC].


         4. Representations and Warranties. The Company and the Partners jointly
and severally represent and warrant to Purchaser that the following are true and
correct as of the date hereof and that the following will be true and correct as
of the Closing Date:

                  (a) The Partners are the sole partners of the Company.

                  (b) The Assets include all of the assets reflected in the
         December 31, 1996 balance sheet of the Company previously delivered by
         the Company to Purchaser (other than inventory sold in the ordinary
         course of business since that date on a basis consistent with prior
         practices). The inventory amounts on the December 31, 1996 balance
         sheet reflect the cost of such inventory. The Company holds good and
         indefeasible title to the Assets, free and clear of all liens, claims
         and encumbrances. At the Closing Purchaser will acquire good and
         indefeasible title to the Assets, free and clear of all liens, claims
         and encumbrances.

                  (c) The Company has furnished to Purchaser the balance sheet
         and related statements of income, retained earnings, changes in
         stockholders' equity, and cash flows of the Company including the notes
         thereto at and for the period ending December 31, 1996 (collectively,
         the "Financial Statements"). The Financial Statements fairly present
         the financial condition and results of operations of the Company as of
         the dates and for the periods indicated and have been prepared in
         conformity with generally accepted accounting principles ("GAAP")
         applied on a consistent basis with prior practices. There were not any
         significant items of income or expense which were unusual or of a
         nonrecurring nature reflected in the Financial Statements.

                  (d) Except for those liabilities and obligations incurred in
         the ordinary course of business consistent with prior practices since
         the date of the Financial Statements, the Financial Statements reflect
         all liabilities and obligations of the Company, accrued, contingent or
         otherwise (known or unknown and asserted or unasserted), arising out of
         transactions effected or events occurring on or prior to the Closing
         Date. All allowances and reserves shown in the Financial Statements are
         appropriate, reasonable and sufficient to provide for expenses and
         losses thereby contemplated. The Company is not liable upon or with
         respect to, or obligated in any other way to provide funds in respect
         of or to guarantee or assume in any manner, any debt, obligation or
         dividend of any person, corporation, association, partnership, joint
         venture, trust or other entity. The Company and each of the Partners
         knows of no basis for the assertion of any other claims or liabilities
         of any nature or in any amount.

                  (e) This Agreement has been duly authorized, executed and
         delivered by the Company and the Partners and is a valid and binding
         agreement of the Company and the Partners, enforceable against each
         such party in accordance with its terms.

                  (f) Neither the execution and delivery of this Agreement nor
         the consummation of the transactions contemplated herein violates any
         law, agreement, mortgage or other instrument or provision of law to
         which or under which the Company or the Partners are a party or bound.


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                  (g) Except for the consents set forth on Schedule 4(g) hereto,
         no consents or approvals are required for execution of this Agreement
         by the Company and the Partners or their consummation of the
         transactions contemplated herein.

                  (h) There is no judicial, administrative or arbitral action,
         suit, proceeding (public or private), claim or demand pending or, to
         the knowledge of the Company and the Partners, threatened against the
         Company or its business.

                  (i) The Company and its business are, and have been, in
         compliance with all applicable laws, rules, regulations, ordinances,
         licenses, permits and orders. The Company has maintained all employee
         benefit plans and arrangements in accordance with all applicable laws,
         rules and regulations including the Internal Revenue Code of 1986, as
         amended, and the Employee Retirement Income Security Act of 1974, as
         amended, and have timely filed with all applicable regulatory
         authorities all applicable reports and returns required to be filed by
         them with respect to its employee benefit plans and arrangements.

                  (j) The Company has no liabilities for federal, state or local
         taxes, including but not limited to income, estimated, sales, use, ad
         valorem, personal property, franchise, payroll, employment, social
         security, unemployment, and disability taxes.

                  (k) The Company has not suffered any material adverse change
         in its business, operations, financial condition or prospects from that
         heretofore represented to Purchaser or its affiliates, officers or
         representatives.

                  (l) The distribution agreement between the Company and
         Motorola, Inc. ("Motorola Contract") and all other contracts being
         assigned by the Company to Purchaser pursuant hereto are in full force
         and effect. Neither party to any such contract is in default under any
         of such contracts, and no event has occurred that would, with the
         passage of time, cause a default under any of such contracts. The
         Company has paid the other party to each such contract all amounts it
         owes them whether or not such amounts are yet due. The Company has
         provided Purchaser with true, correct, and current copies of all such
         contracts. There are no other contracts that are material to the
         Company's business.

                  (m) Set forth in Schedule 4(m) hereto is a complete and
         accurate list of all employees of the Company, together with their
         dates of hire, positions and their annual salaries and other
         compensation. The Company has not granted or become obligated to grant
         any increases in the wages or salary of, or paid or become obligated to
         pay any bonus or made or become obligated to make any similar payment
         to or grant any benefit to or on behalf of, any officer, employee or
         agent. The Company has no direct or indirect, express or implied,
         obligation to pay severance or termination pay to any officer or
         employee of the Company or to pay any amounts to any consultant, agent
         or similar person or entity. The Company and the Partners have no
         knowledge of any facts which would indicate that any employee of the
         Company will not accept employment with Purchaser on a basis no less
         favorable than that upon which such employee is currently employed by
         the Company.

                  (n) All of the fixed assets (including but not limited to all
         equipment), owned or leased by the Company are in good condition and
         repair, fit for their intended use in the ordinary course


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         of business, and conform in all respects with all applicable
         ordinances, regulations and other laws and there are no known latent
         defects therein. All regular maintenance or service requirements, and
         product recalls, have been followed, installed, or otherwise
         implemented on and with respect to the Assets. All inventory of the
         Company is in good, current, standard, and merchantable condition and
         is not obsolete or defective. The inventory of the Company is properly
         recorded on the Financial Statements at the lower of cost (last
         in-first out) or market in accordance with GAAP.

                  (o) The books of account of the Company have been kept
         accurately in the ordinary course of its business, the transactions
         entered therein represent bona fide transactions and the revenues,
         expenses, assets and liabilities of the Company have been properly
         recorded in such books. The records are in good order, are complete,
         and have been maintained in accordance with sound business practices.

                  (p) Set forth in Schedule 4(p) hereto is a complete and
         accurate list and description of all accounts receivable of the
         Company's business from sales made as of December 31, 1996, and the
         payments and rights to receive payments related thereto. All of the
         accounts receivable are free and clear of any security interests,
         liens, encumbrances, or other charges; none of such accounts receivable
         are subject to any offsets or claims of offsets; and none of the
         obligors of the accounts receivable have given notice that they will or
         may refuse to pay the full amount thereof or any portion thereof. All
         accounts receivable, net of an allowance for bad debts in the amount of
         $_________, will be collected in the usual and ordinary course of
         business within 90 days after the Closing assuming Purchaser undertakes
         reasonable efforts to collect these accounts.

                  (q) No distribution, payment, or dividend of any kind has been
         declared or paid by the Company to its Partners at any time since
         November 30, 1996 and, except for amounts agreed to in writing by
         Purchaser, none will be declared or paid after the date hereof until
         the consummation of the transactions contemplated hereby. The parties
         hereto agree that such additional distributions would only be agreed to
         by Purchaser to the extent required to cover the Partners' 1996 income
         tax liability relating to the profits of the Company and only if, and
         to the extent, the net worth of the Company (determined in accordance
         with generally accepted accounting principles) as of the Closing and
         after such distributions would equal or exceed $116,806.

                  (r) No Partner, director, or officer of the Company, nor any
         person who is a spouse or descendant of such Partner, director or
         officer, has any direct or indirect relationship with any customer or
         supplier of, or other contracting party with, the Company.

                  (s) Neither the Company nor any Partner knows or has any
         reason to believe, or has received notice or information, that any
         supplier of the Company will cease or refuse to do business with
         Purchaser after the consummation of the transactions contemplated
         hereby in the same manner, and same amount, as previously conducted
         with the Company. Neither the Company nor any Partner has received any
         notice of any disruption (including delayed deliveries or allocations
         by suppliers or service providers) in the availability of the products
         used by the Company, nor is the Company or any Partner aware of any
         facts which could lead the Company to believe that the Company or
         Purchaser will be subject to any such material disruption. Neither the
         Company nor any Partner is aware of any condition (financial or
         otherwise) affecting any supplier that will, or could be reasonably
         expected to, now or in the future, reduce each such


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         supplier's ability to do business with Purchaser in substantially the
         same manner and amount that each such supplier has done business with
         the Company during the period preceding this Agreement. Set forth in
         Schedule 4(s) is a complete and accurate list and description of all
         volume discounts and other discounts provided by any supplier of the
         Company.

                  (t) All information furnished to Purchaser by the Company or
         the Partners, whether or not herein or in any Exhibit or Schedule
         hereto, is true, correct, and complete. Such information states all
         material facts required to be stated therein or necessary to make the
         statements therein, in light of the circumstances under which such
         statements are made, true, correct and complete in all material
         respects. The Company and the Partners have made due inquiry and
         investigation concerning the matters to which representations and
         warranties of the Company and the Partners under this Agreement pertain
         and the Company and the Partners, and each of them, are unaware of any
         facts, events or circumstances which have not been disclosed to
         Purchaser which are material to the Assets, the business of the
         Company, or the Company.

The representations, warranties and covenants of the Company and the Partners
set forth in this Agreement shall survive execution and delivery of this
Agreement and the Closing.

         5. Closing. The closing of the transactions contemplated hereby (the
"Closing") will take place concurrently with the execution of this Agreement at
the offices of the Company (or such other place as may be mutually agreed upon
by the parties hereto). The day on which the Closing occurs is herein referred
to as the "Closing Date."

         6. Deliveries at Closing.    At the Closing,

                  (a) the Company shall execute and deliver to Purchaser a bill
         of sale in the form reasonably requested by Purchaser and shall deliver
         a list of the fixed assets, inventory and rental two-way radios owned
         by the Company as of the Closing;

                  (b) the Company shall endorse and deliver to Purchaser
         certificates of title relating to all vehicles owned by the Company;

                  (c) Purchaser shall deliver [Confidential Treatment Requested
         with SEC] to the Company by Purchaser check or wire transfer;

                  (d) counsel to the Company shall deliver to Purchaser a legal
         opinion dated the Closing Date in form reasonably acceptable to
         Purchaser opining to the matters set forth in Exhibit C hereto;

                  (e) the Company's accounting firm shall deliver a letter dated
         the Closing Date and addressed to Purchaser stating that to its
         knowledge that there are no pending audits or investigations involving
         the Company and that it has no reason to believe that the Financial
         Statements do not fairly present the financial condition of the Company
         at and for the periods set forth therein;



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                  (f) the Company shall deliver evidence of receipt of all
         required approvals, consents, licenses and permits to the transactions
         contemplated herein in a form acceptable to the Purchaser in its sole
         discretion; and

                  (g) the Company shall execute and deliver such other documents
         as are reasonably requested by Purchaser to effectuate the purposes and
         intent of this Agreement.

         7. Purchase Price Allocation. The parties hereto hereby agree that, for
all accounting and foreign, federal, state and local tax reporting purposes, the
Purchase Price shall be allocated in accordance with the relative fair market
values of the Assets and the non-competition covenant set forth in Section 9
hereof, as determined by Purchaser, as soon as practicable after the Closing
Date. Purchaser shall provide to the Company a schedule setting forth such
allocation as soon as practicable after the Closing Date, and shall thereafter
notify the Company of any changes thereto. Each of the parties hereto hereby
covenants and agrees that it will not take a position on any tax return, before
any governmental agency charged with the collection of any tax, or in any
judicial proceeding that is in any way inconsistent with the terms of this
Section 7.

         8. Confidentiality. The Company and the Partners agree to hold in
confidence the terms of this Agreement and, except as required by law, will not
make the same available or known to any third party other than their counsel,
accountants and other agents or representatives acting on their behalf, and then
only to the extent necessary, provided each such person is advised of the
confidential nature of the terms hereof and agrees to hold the same in
confidence.

         9. Noncompetition and Non-solicitation.

                  (a) For a period of two years after the end of the Second
         Earn-out Period, and except for services performed on behalf of
         Purchaser, the Company and the Partners agree that neither they nor any
         of their affiliates will directly or indirectly either as an
         individual, a partner or a joint venturer, or in any other capacity,
         (i) invest (other than investments in publicly-owned companies which
         constitute not more than 1% of the voting securities of any such
         company), or engage in, within the State of Massachusetts or Rhode
         Island (x) the business of selling, renting, or servicing any wireless
         communication products or (y) any other wireless business that is
         competitive with that of Purchaser or its affiliates (the items listed
         under clauses (x) and (y) hereto are collectively referred to herein as
         "Competitive Businesses"), or (ii) accept employment with or render
         services to Competitive Businesses that engages in such Competitive
         Business within the State of Massachusetts or Rhode Island as a
         director, officer, agent, employee, consultant, or any other capacity.
         For purposes of this Agreement, a "business that is competitive with
         that of Purchaser or its affiliates" specifically includes persons,
         firms, sole proprietorships, partnerships, companies, corporations or
         other entities that market products and/or perform services in direct
         or indirect competition with those marketed and/or performed by
         Purchaser or its affiliates within the State of Massachusetts or Rhode
         Island. The parties agree that, if such non-competition agreement is
         determined by a court of competent jurisdiction to be unenforceable,
         such agreement should be reformed by the court to the extent necessary
         to be enforceable and to give effect to the intent of this Section 9.

                  (b) After the Closing, neither the Company nor the Partners
         will, directly or indirectly, (i) solicit for employment by the Company
         or anyone else, any employee of Purchaser


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         or its affiliates as a result of the transactions contemplated hereby
         or any person who was an employee of the Company or Purchaser or its
         affiliates within the four-month period immediately preceding such
         solicitation or employment, other than such person whose employment was
         terminated by Purchaser or its affiliates; or (ii) induce or attempt to
         induce, any such employee of Purchaser or its affiliates to terminate
         such employee's employment.

                  (c) The parties hereto acknowledge that the provisions of this
         Section 9 are supported by good and valuable consideration and
         Purchaser's agreement to consummate the transactions contemplated
         hereby are conditioned upon its receipt of the protection provided in
         this Section 9. The parties hereto further acknowledge that the scope
         and duration of the covenants set forth in this Section 9 are in all
         respects reasonable.

                  (d) The Company and the Partners acknowledge and agree that
         the breach by either of them of the provisions of this Section 9 could
         not be adequately compensated with monetary damages and would
         irreparably injure Purchaser, and, accordingly, that injunctive relief
         and specific performance shall be appropriate remedies to enforce the
         provisions of this Section against the Company and the Partners, and
         the Company and the Partners waive any claim or defense that there is
         an adequate remedy at law for such breach; provided, however, that
         nothing contained herein shall limit the remedies, legal or equitable,
         otherwise available to Purchaser, and all remedies of Purchaser herein
         are in addition to any remedies available to Purchaser at law or
         otherwise.

                  (e) The Partners acknowledge and recognize that the
         enforcement of any of the noncompetition provisions in this Agreement
         by Purchaser will not interfere with the Partners' ability to pursue a
         proper livelihood. The Partners further represent that they are capable
         of pursuing a career that would not violate the noncompetition
         provisions hereof to earn a proper livelihood. The Partners and the
         Company agree that due to the nature of such business, the
         noncompetition restrictions set forth in this Agreement are reasonable
         as to time and geographic area. At any time during the non-compete
         period, Purchaser may require the Partners and the Company to supply
         such information as Purchaser deems necessary to ascertain whether or
         not the Partners have complied with, or have violated, the covenants
         set forth in this Section 9. Any such request for information will be
         sent to the Partners and/or the Company by certified mail, return
         receipt requested, addressed to such person's last known address. The
         Partners and/or the Company shall furnish the requested information to
         Purchaser within 10 days following the receipt of such request.

         10. Post-Closing Covenants. Purchaser shall have no obligation to
repair or replace any products sold by the Company.

         11. Expenses. Purchaser, on the one hand, and the Company and the
Partners, on the other hand, will bear their own costs and expenses of the
transactions contemplated hereby (i.e., the Company will not pay any of such
costs or expenses prior to Closing and the Purchaser will not assume any
liability to pay any such costs and expenses of the Company or the Partners).


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         12. Further Assurances. At the Closing and after the Closing, each
party hereto shall take all actions and duly execute and deliver or cause to be
executed and delivered all instruments of sale, conveyance, transfer, assignment
or assumption, and all notices, releases, acquittances and other documents that
may be necessary or advisable to consummate the transactions contemplated in
this Agreement, or more fully to sell, convey, transfer, assign, and deliver to
and vest in Purchaser the Assets sold, conveyed, transferred, assigned, and
delivered by the Company pursuant hereto or intended so to be.

         13. Indemnification. The Company and the Partners shall, jointly and
severally, indemnify and hold Purchaser and its affiliates and the officers,
directors, partners, stockholders, employees and agents of Purchaser and its
affiliates harmless from and against any loss, damage, claim, demand, cause of
action, liability, costs or expense (including without limitation interest,
penalties, and attorneys' fees and disbursements) of any kind or nature
whatsoever asserted against or incurred by Purchaser or the Assets by reason of,
resulting from, or based upon: (a) any misrepresentation, breach of warranty or
breach or nonfulfillment of any covenant or other agreement made by them herein
or in any other agreement executed and delivered by them pursuant to this
Agreement, (b) the ownership, management, operation or use of the Assets and
business of the Company prior to the Closing; (c) liabilities or obligations
with respect to the Assets or the business of the Company or the operation
thereof with respect to the periods before the Closing (other than Assumed
Liabilities) including, but not limited to, claims relating to taxes due for
periods prior to the Closing; (d) occurrences of any nature prior to the Closing
relating to the Company's business or the Assets, whether such claims are
asserted prior to or after the Closing; and (e) any obligation or liability
relating to any employee benefit plan of the Company or relating to any employee
of the Company who is not hired by Purchaser. Any claim for indemnification
pursuant to this Section 13 must be asserted on or before five years after the
Closing Date.

NO INVESTIGATION BY OR ON BEHALF OF, AND NO NEGLIGENCE OF, PURCHASER OR ITS
AFFILIATES, NOR ANY INFORMATION THAT THEY MAY HAVE OR OBTAIN WILL AFFECT THE
INDEMNIFICATION OBLIGATIONS OF THE COMPANY AND THE PARTNERS HEREUNDER.

         14. Guarantee. Partners hereby jointly and severally unconditionally
guarantee to Purchaser and its affiliates the full and timely performance of all
of the obligations and agreements of the Company. The foregoing guarantee shall
include the guarantee of the payment of all damages, costs and expenses which
might become recoverable as a result of the breach or nonperformance by the
Company of any provision contained herein. The Purchaser and its affiliates may
proceed against any or all of the Partners for the performance of any such
obligation or agreement, or for damages for default in the performance thereof,
without first proceeding against the Company, the other Partners or against any
of their properties.

         15. Entire Agreement: Counterparts. This Agreement constitutes the
entire agreement among the parties pertaining to the subject matter hereof and
supersedes all other prior or contemporaneous agreements and understandings,
both oral and written, of the parties in connection therewith. This Agreement
may be executed in counterparts.

         16. Severability. If any term, provision, covenant or condition of this
Agreement is held by any court of competent jurisdiction to be invalid, void or
unenforceable in any respect, the remainder of such term, provision, covenant or
condition in every other respect and the remainder of this Agreement shall
continue in full force and effect and shall in no way be affected, impaired or
invalidated.


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         17. Amendments. This Agreement may be amended or modified only by a
written instrument signed by all the parties hereto.

         18. Governing Law; Venue. This Agreement shall be governed and
construed in accordance with the laws of the State of Texas, without regard to
the conflicts of laws principles thereof. Venue for any disputes regarding this
Agreement, the transactions contemplated hereby or the liabilities or
obligations imposed hereunder shall be in federal or state court in Dallas
County, Texas.

         19. Notices. Any notices, consents, demands, requests, approvals and
other communications to be given under this Agreement by any party to another
shall be deemed to have been duly given if given in writing and personally
delivered or sent by mail, registered or certified, postage prepaid with return
receipt requested, as follows:


                  If to the Purchaser:            Bear Communications, Inc.
                                                  3505 Cadillac Avenue #L3
                                                  Costa Mesa, California  92626
                                                  Attention: Jerry Denham

                  If to the Company the applicable address as set forth on page
                  one or any Partner:


Notices delivered personally shall be deemed communicated as of actual receipt;
mailed notices shall be deemed communicated as of three days after mailing. Any
party may change its, his or her address by written notice given to the other
parties in the manner set forth herein.



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<PAGE>   11


         If you agree to the terms of this Agreement, please so indicate by
signing this letter or a counterpart in the spaces provided below and returning
it to the undersigned as soon as practicable.

                                             Very truly yours,

                                             BEAR COMMUNICATIONS, INC.




                                             By:
                                                 -------------------------------
                                                 John P. Watson, Vice President


Duly Executed, Agreed and Accepted:

CLEARY COMMUNICATIONS COMPANY




By:  
    ------------------------------------
   
    -------------------, General Partner



---------------------------------------
Francis A. Cleary





---------------------------------------
Michael F. Cleary





---------------------------------------
Jean Cleary





---------------------------------------
Edward Milano



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