<PAGE>   1
                                                                   EXHIBIT 10.15




                               September 25, 1997





Alfred Fasano
Tedco, Inc.
David J. Broser
Susan Broser Guttentag
Mindy Broser Cepelewicz
Lori Broser Furnari
4700 Paradise Rd. #2050
Las Vegas, NV 89109

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"), Alfred Fasano ("Fasano"), Tedco,
Inc.  ("Tedco")(Fasano and Tedco are sometimes collectively referred to herein
as the "Shareholders"), David J. Broser, Susan Broser Guttentag, Mindy Broser
Cepelewicz and Lori Broser Furnari (David J. Broser, Susan Broser Guttentag,
Mindy Broser Cepelewicz and Lori Broser Furnari, being the owners of all of the
capital stock of Tedco, are sometimes collectively referred to herein as the
"Tedco Shareholders") for Purchaser's purchase of all of the capital stock (the
"Shares") of Cellular City, Inc. (fka Convention Communications, Inc.), a
Nevada corporation (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 Shares.  At the Closing (hereinafter defined),
Purchaser will purchase and the Shareholders will sell, convey and assign the
Shares, free and clear of all liens, claims and encumbrances.

         2.      Price for the Assets. The purchase price for the Shares (the
"Purchase Price") shall be [Confidential Treatment Requested with SEC] and shall
be payable by Purchaser to the Shareholders by wire transfers at the Closing.
The Purchase Price will be divided between the Shareholders based on their share
ownership as set forth in Section 3(b) hereof.

         3.      Representations and Warranties of the Shareholders.  The
Shareholders 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 Company is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Nevada
         with all requisite power and authority to carry on the business in
         which it is now engaged and to own and lease the properties it now
         owns and leases.  The Company is qualified to do business as a foreign
         corporation in Illinois.  The Company is not
<PAGE>   2
         required to be qualified to conduct business in any jurisdiction other
         than the States of Nevada and Illinois.  Tedco is a corporation duly
         organized, validly existing and in good standing under the laws of the
         State of Nevada, with all requisite power and authority to execute and
         deliver this Agreement and perform its obligations hereunder.

                 (b)      The authorized capital stock of the Company consists
         of 2,500 shares of Common Stock, of which 700 shares are issued and
         outstanding and no shares are held in treasury.  The outstanding
         Common Stock is held of record and beneficially as follows:  Fasano
         (336 shares) and Tedco (364 shares).  All of the outstanding shares of
         capital stock of the Company have been duly authorized and validly
         issued, are fully paid and nonassessable, and none have been issued or
         disposed of in violation of the preemptive rights of any current or
         former shareholder.  There are no outstanding securities convertible
         into or exchangeable for capital stock of the Company.  There are no
         outstanding options, warrants or other rights to acquire, or any
         plans, contracts or commitments providing for the issuance of or the
         right to acquire (i) any capital stock of the Company or (ii) any
         securities convertible into or exchangeable for the capital stock of
         the Company.

                 (c)      The Shareholders are the sole record and beneficial
         owners of all of the outstanding capital stock of the Company, free
         and clear of all liens, claims, encumbrances and proxies.  At the
         Closing, Purchaser will acquire good and indefeasible title to the
         Shares, free and clear of all liens, claims, encumbrances and proxies
         other than those created by Purchaser, if any.

                 (d)      Each Shareholder has the capacity, power and
         authority to transfer the Shares owned by him or it without the
         consent of any other person.  Each Shareholder has the sole right to
         vote or direct the voting of the shares of capital stock of the
         Company owned by him or it, at his or its discretion, on any matter
         submitted to a vote of shareholders of the Company.

                 (e)      The copies of the Articles of Incorporation and
         Bylaws, and all amendments thereto, of the Company that have been
         delivered to Purchaser are true, correct and complete copies thereof.
         The minute books of the Company, copies of which have been provided to
         Purchaser, contain complete and accurate minutes of all meetings of
         and accurate consents to all actions taken without meetings by the
         Board of Directors (and any committee thereof) and the shareholders of
         the Company since the formation of the Company.  There are no
         outstanding applications or filings that would alter in any way the
         charter documents or corporate status of the Company; no bylaws have
         been passed, enacted, consented to or adopted by the directors or
         shareholders of the Company except those contained in the minute books
         of the Company.

                 (f)      The Company owns all of the assets reflected in the
         October 31, 1996 balance sheet of the Company previously delivered by
         the Shareholders to Purchaser, along with property acquired by the
         Company since October 31, 1996 .  The inventory amounts on the October
         31, 1996 balance sheet reflect the cost of such inventory.  Set forth
         on Schedule 3(f) is a true and correct list of all fixed assets and
         rental cellular phones owned by Company.  The Company holds good and
         indefeasible title to all of its assets, free and clear of all liens,
         claims and encumbrances.  The assets owned and leased by the Company
         constitute all of the assets, property and goodwill of every kind and
         character used in the business of the Company.

                 (g)      The Shareholders have furnished to Purchaser the
         audited balance sheet and related statements of operations, and cash
         flows of the Company including the notes thereto at and for the





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         period ending October 31, 1996 (the "Audited Financial Statements")
         and the unaudited balance sheet and related statements of operations,
         and cash flows of the Company at and for the period ending July 31,
         1997 (the "Unaudited Financial Statements," and collectively, with the
         Audited Financial Statements, 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.

                 (h)      Except for those liabilities and obligations incurred
         in the ordinary course of business consistent with prior practices
         since the date of the Financial Statements, none of which are
         material, 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
         Shareholders know of no basis for the assertion of any other claims or
         liabilities of any nature or in any amount.

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

                 (j)      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 Shareholders are a party or
         bound.

                 (k)      Except for the consents set forth on Schedule 3(k)
         hereto, no consents or approvals are required for execution of this
         Agreement by the Shareholders or their consummation of the
         transactions contemplated herein.

                 (l)      There is no judicial, administrative or arbitral
         action, suit, proceeding (public or private), claim or demand pending
         or threatened against the Company or its business.

                 (m)      The Company and its business are, and have been, in
         compliance with all applicable laws, rules, regulations, ordinances,
         licenses, permits and orders.  The Company does not have any employee
         benefit plans other than a group health insurance plan.  The Company
         has paid all amounts due pursuant to the health insurance plan.  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.





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                 (n)      Except as explicitly disclosed in the July 31, 1997
         balance sheet delivered by the Shareholders to the Purchaser, 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.  The Company has duly
         and timely filed all tax returns required to be filed by or on behalf
         of it pursuant to any applicable federal, state or local law for all
         years and periods for which such tax returns have become due.  All
         such tax returns were correct and complete.  All taxes owed by the
         Company or required to be withheld or collected by the Company and
         paid to a taxing authority have been paid to the appropriate taxing
         authority, or if they are not yet required to be paid to the
         appropriate taxing authority, have been set aside in accounts for such
         purpose or have been reserved on the books of account of the Company.
         The Company has never filed an election to be treated as an S
         corporation in accordance with the provisions of Section 1362(a) of
         the Internal Revenue Code.

                 (o)      The Company has not suffered any adverse change in
         its business, operations, financial condition or prospects from that
         heretofore represented to Purchaser or its affiliates, officers or
         representatives.  Since the date of the Audited Financial Statements,
         the Company has conducted its business in the ordinary and normal
         course consistent with past practices including the payment of
         payables in a timely manner.

                 (p)      Schedule 3(p) hereto sets forth all contracts to
         which the Company is a party (the "Contracts").  The Company has
         provided Purchaser with true, correct, and current copies of the
         Contracts other than the Nevada lease, which the Company can not find.
         All of the Contracts are in full force and effect.  Neither party to
         any Contract is in default under any of such Contract, 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.  The lease to which the
         Company is a party in Nevada is a month to month lease.  The Company
         does not have a lease in Illinois.

                 (q)      Set forth in Schedule 3(q) 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
         Shareholders have no knowledge of any facts which would indicate that
         any employee of the Company will not remain employed by the Company or
         Purchaser on a basis no less favorable than that upon which such
         employee is currently employed by the Company.  The Company is not a
         party to any collective bargaining agreement or the subject of any
         union organization effort, and there are not any pending or threatened
         strikes, labor disputes, slow downs or stoppages pending or threatened
         against the Company.

                 (r)      All of the fixed assets (including but not limited to
         all equipment), owned or leased by the Company are in good condition
         and repair (reasonable wear and tear excepted), fit for their intended
         use in the ordinary course of business, and conform in all respects
         with all applicable ordinances, regulations and other laws and there
         are no known latent defects therein.  To the best of the Company's
         knowledge all regular maintenance or service requirements, and product
         recalls,





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         have been followed, installed, or otherwise implemented on and with
         respect to the fixed assets.  All inventory of the Company is in good,
         current, standard, and merchantable condition and is not 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.

                 (s)      All patents, trademarks, trade names, service marks,
         copyrights and other proprietary rights ("Proprietary Rights") which
         the Company owns or uses are listed in Schedule 3(s) hereto.  The
         Company has a valid right to use all of such Proprietary Rights
         without conflict with the rights of others.  No person has made or
         threatened to make any claim that the operations of the Company are in
         violation of or infringe upon any Proprietary Right of any other
         person.

                 (t)      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.

                 (u)      Set forth in Schedule 3(u) hereto is a complete and
         accurate list and description of all accounts receivable of the
         Company's business from sales made as of July 31, 1997, 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 will be collected in the usual and
         ordinary course of business within 90 days after the Closing assuming
         Purchaser undertakes reasonable efforts to collect such receivables.

                 (v)      Since October 31, 1996, the Company has not (i)
         declared, paid or set aside for payment any dividend or distribution
         to its shareholder or shareholders, (ii) made any loan or advance to
         any shareholder, officer, director or employee, (iii) redeemed,
         purchased or otherwise acquired or sold or issued any of its capital
         stock or any right to acquire such capital stock, (iv) increased the
         compensation of or paid or accrued any bonus to any employee other
         than in accordance with past established practices, or (v) except as
         described on Schedule 3(v) hereto, paid any management or consulting
         fee or any other amounts to any Shareholder, Worldwide Communications,
         Inc. or any other person related to or affiliated with the Company,
         any Shareholder or any employee of the Company, and none of such
         actions will be taken after the date hereof until the consummation of
         the transactions contemplated hereby.

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

                 (x)      Neither the Company nor any Shareholder knows or has
         any reason to believe, or has received notice or information, that any
         supplier of the Company or any other party that does business with the
         Company will cease or refuse to do business with the Company or
         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 Shareholder has
         received





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         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 are the Company or any
         Shareholder 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 Shareholder is aware of any
         condition (financial or otherwise) affecting any supplier or any other
         party that does business with the Company that will, or could be
         reasonably expected to, now or in the future, reduce each such party's
         ability to do business with Purchaser in substantially the same manner
         and amount that each such party has done business with the Company
         during the period preceding this Agreement.  Set forth in Schedule
         3(x) is a complete and accurate list and description of all volume
         discounts and other discounts provided by any supplier of the Company
         or other party.

                 (y)      No Shareholder knows or has any reason to believe, or
         has received notice or information, that any customer of the Company
         will cease or refuse to do business with the Company or Purchaser
         after the consummation of the transactions contemplated hereby in the
         same manner, and same amount, as previously conducted with the
         Company.  The Company does not have any customers that constituted 5%
         or more of the Company's revenues for the twelve-month period ended
         July 31, 1997.

                 (z)      All information furnished to Purchaser by the Company
         or the Shareholders, 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 Shareholders have made due inquiry and
         investigation concerning the matters to which representations and
         warranties of the Shareholders under this Agreement pertain and the
         Company and the Shareholders, and each of them, are unaware of any
         facts, events or circumstances which have not been disclosed to
         Purchaser which are material to the financial condition, results of
         operations, business or prospects of the Company.

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

         4.      Representations and Warranties of the Tedco Shareholders.  The
Tedco Shareholders 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 authorized capital stock of the Company consists
         of 2,500 shares of Common Stock, of which 700 shares are issued and
         outstanding and no shares are held in treasury.  The outstanding
         Common Stock is held of record and beneficially as follows:  Fasano
         (336 shares) and Tedco (364 shares).  All of the outstanding shares of
         capital stock of the Company have been duly authorized and validly
         issued, are fully paid and nonassessable, and none have been issued or
         disposed of in violation of the preemptive rights of any current or
         former shareholder.  There are no outstanding securities convertible
         into or exchangeable for capital stock of the Company.  There are no
         outstanding options, warrants or other rights to acquire, or any
         plans, contracts or commitments providing for the issuance of or the
         right to acquire (i) any capital stock of the Company or (ii) any
         securities convertible into or exchangeable for the capital stock of
         the Company.





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<PAGE>   7
                 (b)      The Shareholders are the sole record and beneficial
         owners of all of the outstanding capital stock of the Company, free
         and clear of all liens, claims, encumbrances and proxies.  At the
         Closing, Purchaser will acquire good and indefeasible title to the
         Shares, free and clear of all liens, claims, encumbrances and proxies.
         The Tedco Shareholders are the sole record and beneficial owners (and
         have been for at least one year prior to the date hereof) of all of
         the capital stock of Tedco, securities convertible into or
         exchangeable for capital stock of Tedco, and all options, warrants or
         other rights to acquire the foregoing.

                 (c)      Tedco has, and to the best knowledge of Tedco and the
         Tedco Shareholders Fasano has, the capacity, power and authority to
         transfer the Shares owned by him or it without the consent of any
         other person.  Tedco has, and to the best knowledge of Tedco and the
         Tedco Shareholders Fasano has, the sole right to vote or direct the
         voting of the shares of capital stock of the Company owned by him or
         it, at his or its discretion, on any matter submitted to a vote of
         shareholders of the Company.

                 (d)      The Shareholders have furnished to Purchaser the
         audited balance sheet and related statements of operations, and cash
         flows of the Company including the notes thereto at and for the period
         ending October 31, 1996 (the "Audited Financial Statements") and the
         unaudited balance sheet and related statements of operations, and cash
         flows of the Company at and for the period ending July 31, 1997 (the
         "Unaudited Financial Statements," and collectively, with the Audited
         Financial Statements, 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.

                 (e)      Except for those liabilities and obligations incurred
         in the ordinary course of business consistent with prior practices
         since the date of the Financial Statements, none of which are
         material, 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 Tedco
         Shareholders know of no basis for the assertion of any other claims or
         liabilities of any nature or in any amount.

                 (f)      Except as explicitly disclosed in the July 31, 1997
         balance sheet delivered by the Shareholders to the Purchaser, 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.  The Company has duly
         and timely filed all tax returns required to be filed by or on behalf
         of it pursuant to any applicable federal, state or local law for all
         years and periods for which such tax returns have become due.  All
         such tax returns were correct and complete.  All taxes owed by the
         Company or required to be withheld or collected by the Company and
         paid to a taxing authority have been paid to the





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<PAGE>   8
         appropriate taxing authority, or if they are not yet required to be
         paid to the appropriate taxing authority, have been set aside in
         accounts for such purpose or have been reserved on the books of
         account of the Company.  The Company has never filed an election to be
         treated as an S corporation in accordance with the provisions of
         Section 1362(a) of the Internal Revenue Code.

The representations, warranties and covenants of the Tedco Shareholders 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." The effective date of the
consummation of the transactions contemplated hereby shall be July 25, 1997.

         6.      Deliveries at Closing.    At the Closing,

                 (a)      Each Shareholder shall deliver to Purchaser stock
         certificates evidencing the Shares owned by him or it, in each case
         duly endorsed or accompanied by duly executed stock powers in form
         satisfactory to Purchaser with signatures guaranteed by a national
         bank;

                 (b)      Purchaser shall deliver the Purchase Price by wire
         transfers to the Shareholders, to be divided between the Shareholders
         based on their share ownership as set forth in Section 3(b) hereto;

                 (c)      counsel to the Company and the Shareholders 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 A hereto;

                 (d)      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;

                 (e)      the Shareholders 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;

                 (f)      the Shareholders shall deliver evidence that it has
         paid or otherwise satisfied all of the payroll and commissions payable
         by the Company through the Closing Date;

                 (g)      Tedco shall deliver documents and certificates in
         form acceptable to Purchaser evidencing the authority of its officers
         to execute and deliver this Agreement and consummate the transactions
         contemplated hereby;

                 (h)      counsel to Purchaser shall deliver to the Company a
         legal opinion dated the Closing Date in form reasonably acceptable to
         the Company opining as to the due authorization, execution and
         delivery by Purchaser of this Agreement; and





                                       8
<PAGE>   9
                 (i)      the Company and the Shareholders shall execute and
         deliver such other documents as are reasonably requested by Purchaser
         to effectuate the purposes and intent of this Agreement.

         7.      [Intentionally Deleted]

         8.      Confidentiality.  The Shareholders 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)      With respect to Tedco and the Tedco Shareholders for
         a period of three years after the Closing, and with respect to Fasano
         for a period until the later of three years after the Closing or one
         year after he ceases to be employed by Purchaser, the Company or any
         of their affiliates (the "Noncompetition Period"), and except for
         services performed on behalf of Purchaser or the Company, the
         Shareholders and the Tedco Shareholders (collectively, the "Restricted
         Persons") 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 Nevada or within 100 miles of Chicago, Illinois (x) the business of
         selling, renting, or servicing any wireless communication products or
         (y) any other business that is competitive with that of Purchaser, the
         Company or their 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 Nevada or within 100 miles of Chicago, Illinois 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, the Company or their affiliates"
         specifically includes persons, firms, sole proprietorships,
         partnerships, companies, corporations or other entities that market
         products and/or perform services within the State of Nevada or within
         100 miles of Chicago, Illinois in direct or indirect competition with
         those marketed and/or performed by Purchaser or its affiliates
         including the Company (with regard to the Restricted Persons other
         than Fasano, a business shall only be considered to be competitive
         with that of Purchaser, the Company or their affiliates if it markets
         products and/or performs services that are in direct or indirect
         competition with those marketed and/or performed as of the Closing
         Date by Purchaser, the Company or their affiliates).  Purchaser
         acknowledges and understands that affiliates of certain of the
         Restricted Persons are in the business of re-selling long distance
         phone services and 800 telephone numbers, and Purchaser agrees that
         such business shall not be considered to be a business that is
         competitive with that of Purchaser, the Company or their affiliates.
         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)      During the Noncompetition Period, the Restricted
         Persons will not, directly or indirectly, (i) except on behalf of the
         Company or Purchaser, solicit for any purpose, any customer or former
         customer of the Company or Purchaser, (ii) solicit for employment by
         himself, itself, or





                                       9
<PAGE>   10
         anyone else, any employee of the Company, Purchaser or their
         affiliates or any person who was an employee of the Company, Purchaser
         or their 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 (iii)
         induce or attempt to induce, any such employee of the Company,
         Purchaser or their 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 Restricted Persons acknowledge and agree that the
         breach by any of them of the provisions of this Section 9 could not be
         adequately compensated with monetary damages and would irreparably
         injure Purchaser and the Company, and, accordingly, that injunctive
         relief and specific performance shall be appropriate remedies to
         enforce the provisions of this Section against the Restricted Persons,
         and the Restricted Persons 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 Restricted Persons acknowledge and recognize that
         the enforcement of any of the noncompetition provisions in this
         Agreement by Purchaser will not interfere with the Restricted Persons'
         ability to pursue a proper livelihood.  The Restricted Persons further
         represent that they are capable of pursuing a career that would not
         violate the noncompetition provisions hereof to earn a proper
         livelihood.  The Restricted Persons 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 Restricted
         Persons to supply such information as Purchaser deems necessary to
         ascertain whether or not the Restricted Persons have complied with, or
         have violated, the covenants set forth in this Section 9.  Any such
         request for information will be sent to the Restricted Persons by
         certified mail, return receipt requested, addressed to such person's
         last known address.  The Restricted Persons shall furnish the
         requested information to Purchaser within 10 days following the
         receipt of such request.

         10.     Expenses; Transfer Tax.  Purchaser, on the one hand, and the
Shareholders, on the other hand, will bear their own costs and expenses of the
transactions contemplated hereby.  The Company will not bear any costs and
expenses of the transactions contemplated hereby.  The Shareholders shall be
liable for and shall pay any transfer tax, sales tax and other similar taxes
resulting from consummation of the transactions contemplated hereby.

         11.     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 Shares sold, conveyed,
transferred, assigned, and delivered by the Company pursuant hereto or intended
so to be.  Purchaser acknowledges that the Shareholders are not guaranteeing
the future profits of the Company.





                                       10
<PAGE>   11
         12.     Indemnification.  The Shareholders and the Tedco Shareholders
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
Company 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) any liability of the Company for
failure to file any federal, state or local income tax return, and any
liability or obligation to pay any federal, state or local taxes, relating to
any tax period ending on or prior to the Closing Date and any liability to pay
interest or penalties upon or with respect to any of the foregoing, (c) any
obligation or liability relating to any period prior to the Closing Date
relating to any employee benefit plan of the Company or relating to any
employee of the Company who is not retained by Purchaser or the Company after
the Closing, and (d) any obligation or liability for any finders', brokers' or
agents' fee in connection with the transactions contemplated hereby; provided,
however, the liability of each Shareholder pursuant to the provisions of this
Section 12 shall not exceed the Purchase Price received by him or it.  No claim
shall be made against the Shareholders pursuant to this Section 12 unless and
until the aggregate amount of such claims exceed the sum of $12,500, whereupon
the indemnified party shall be entitled to recover the full amount of all
claims, including the initial $12,500.

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 SHAREHOLDERS OR THE TEDCO SHAREHOLDERS
HEREUNDER.

         13.     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.

         14.     Severability.  The parties hereto intend all provisions of
this Agreement including the provisions set forth in Section 9 hereof to be
enforced to the fullest extent permitted by law.  Accordingly, should a court
of competent jurisdiction determine that the scope of any provision herein is
too broad to be enforced as written, the parties intend that the court reform
the provision to such narrower scope as it determines to be reasonable and
enforceable.  In addition, however, the Restricted Persons agree that the
noncompetition agreements and nonemployment agreements set forth above each
constitute separate agreements independently supported by good and adequate
consideration and shall be severable from the other provisions of, and shall
survive, this Agreement.  If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective during
the term hereof, such provision shall be fully severable and this Agreement
shall be construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part of this Agreement; and the remaining
provisions of this Agreement shall remain in full force and effect and shall
not be affected by the illegal, invalid or unenforceable provision or by its
severance herefrom.  Furthermore, in lieu of such illegal, invalid or
unenforceable provision, there shall be added automatically as part of this
Agreement, a provision as similar in its terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.





                                       11
<PAGE>   12
         15.     Amendments.  This Agreement may be amended or modified only by
a written instrument signed by all the parties hereto.

         16.     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.

         17.     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:

<TABLE>
                 <S>                               <C>
                 If to the Purchaser:              Bear Communications, Inc.
                                                   3505 Cadillac Avenue #L3
                                                   Costa Mesa, CA 92626
                                                   Attention: President

                 If to any Shareholder:            the applicable address as set forth on page one
</TABLE>



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.

         18.     Gender.  Whenever the context requires, references in this
Agreement to words denoting gender include the masculine, feminine and neuter.





                                       12
<PAGE>   13
         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: /s/ JERRY DENHAM
                                                       -----------------
                                                           Jerry Denham, 
                                                           President


Duly Executed, Agreed and Accepted:

CELLULAR CITY, INC.


By: /s/ ALFRED FASANO
   -------------------
        Alfred Fasano,
        President


/s/ ALFRED FASANO 
-----------------
    Alfred Fasano


TEDCO, INC.

By: /s/ PHILLIP J. WEISMAN
   ------------------------
        Phillip J. Weisman, 
        President

/s/ DAVID J. BROSER
-------------------
    David J. Broser

/s/ SUSAN BROSER GUTTENTAG 
--------------------------
    Susan Broser Guttentag

/s/ MINDY BROSER CEPELEWICZ 
---------------------------
    Mindy Broser Cepelewicz

/s/ LORI BROSER FURNARI  
------------------------
    Lori Broser Furnari





                                       13