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                                                                   EXHIBIT 10.16


                                October 15, 1997





Mr. Joseph J. Tomba
Mr. Thomas C. Tomba
Tomba Communications, L.L.C.
718 Barataria Blvd.
P.O. Box 70
Marrero, LA 70073

         Re:     Tomba Communications, L.L.C.

Gentlemen:

         The purpose of this letter agreement (this "Agreement") is to set
forth the terms and conditions agreed to by and among BearCom Operating, L.P.,
a Texas limited partnership ("Purchaser"), Tomba Communications, L.L.C., a
Louisiana limited liability company (the "Company"), Joseph J. Tomba and Thomas
C. Tomba (Joseph J. Tomba and Thomas C. Tomba are sometimes collectively
referred to herein as the "Sellers") 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; Purchase Price.

                 (a)      Subject to the terms and conditions hereinafter set
         forth, 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) other than cash,
         including, but not limited to, all of the real property, fixed assets,
         inventory, rental two- way radios, accounts receivable, accrued coop
         receivables, intangible assets, customer data and related information,
         permits, computers, the contracts set forth on Exhibit A hereto (the
         "Assumed Contracts"), records, leasehold improvements, fixtures, and
         the phone and fax numbers of the Company (collectively, the "Assets").

                 (b)      The purchase price for the Assets (the "Purchase
         Price") shall be [Confidential Treatment Requested with SEC] and 
         shall be payable by delivery at the Closing of Purchaser checks or 
         wire transfers of the Purchase Price.

                 (c)      Taxes for the current year relating to any of the
         Assets (including the Real Property (hereinafter defined)) shall be
         prorated through the Closing Date.  An estimated adjustment shall be
         made at the Closing.  Once actual amounts are known (including when
         the taxes are actually assessed on the Real Property), the Company and
         the Sellers, on the one hand, and/or the Purchaser shall pay the other
         any amounts due to correctly reflect the intent of parties reflected
         in the proration provisions set forth herein.

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         2.      Liabilities Not Assumed.

                 (a)      Purchaser will not assume or be liable for any
         liabilities or obligations of the Company other than the liabilities
         described on Exhibit B hereto (the "Assumed Liabilities"), and the
         Company and the Sellers 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, all
         liabilities or obligations that relate to the period, or conditions
         existing, before the Closing, including any liabilities of the Company
         to either Seller or any other person or entity controlled by,
         controlling or under common control with any of them, trade payables
         and other accounts payable not set forth on Exhibit B hereto incurred
         in the ordinary course of business not to exceed $140,000, bank debt
         or other debts for borrowed money, 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, any obligations of the Company to pay employees for
         accrued but not taken 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, or any contingent liabilities (whether or not known).

         3.      Representations and Warranties.  The Company and the Sellers
jointly and severally represent and warrant to Purchaser that the following are
true and correct as of the date hereof in all material respects except as set
forth in the Schedules hereto and that the following will be true and correct
as of the Closing Date:

                 (a)      The Company is a limited liability company duly
         organized, validly existing and in good standing under the laws of the
         State of Louisiana with all requisite power and authority to carry on
         the business in which it is now engaged, to own and lease the
         properties it now owns and leases, and to execute and deliver this
         Agreement and perform its obligations hereunder.  The Company is
         qualified to do business as a foreign limited liability company in the
         State of Texas.  The Company is not required to be qualified to
         conduct business in any jurisdiction other than the States of
         Louisiana and Texas.  The Company does not have any subsidiaries or
         any equity or other ownership interest in any corporation, partnership
         or other entity.

                 (b)      The Sellers are the sole record and beneficial owners
         of all of the outstanding interests of the Company.

                 (c)      Set forth on Schedule 3(c) is a true and correct list
         of assets used by the Company  including fixed assets, inventory and
         rental two-way radios.  The Company holds good and indefeasible title
         to all of such assets, free and clear of all liens, claims and
         encumbrances other than the liens described on Schedule 3(c).  The
         Assets purchased by Purchaser at the  Closing will include all of the
         assets listed on Schedule 3(c) (other than inventory sold in the
         ordinary course of business since the date of that Schedule on a basis
         consistent with prior practices) plus inventory purchased
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         since the date of that Schedule (which will have a value of at least
         as much as the inventory sold by the Company between the date of that
         Schedule and Closing).  At the Closing, Purchaser will acquire all of
         the assets, property and goodwill of every kind and character used by
         the Company, free and clear of all liens, claims and encumbrances.
         The Assets are all of the assets which are necessary for Purchaser to
         operate the business of the Company in the manner the Company has been
         operating it.

                 (d)      The Company has the power and authority to transfer
         the Assets without the consent of any other person.  The Sellers have
         the sole right to vote or direct the voting of the interests in the
         Company, at their discretion, on any matter submitted to a vote of
         members of the Company.

                 (e)      The Company owns all of the assets reflected in the
         August 31, 1997 balance sheet of the Company previously delivered by
         the Company to Purchaser, along with property acquired by the Company
         since August 31, 1997.  The inventory amounts on the August 31, 1997
         balance sheets reflect the cost of such inventory.  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.  The Company has an owners' title insurance policy with
         respect to each tract of real property owned by it ("Real Property")
         and has provided true and correct copies thereof to Purchaser.

                 (f)      The Sellers have furnished to Purchaser the compiled
         balance sheet and related statements of income and cash flows of the
         Company at and for the year ending December 31, 1996 and the
         internally-generated balance sheet and related statements of income of
         the Company at and for the period ending August 31, 1997
         (collectively, "Financial Statements").  To the best knowledge of the
         Company and the Sellers, 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, to the best knowledge of the
         Company and the Sellers, have been prepared in conformity with
         generally accepted accounting principles ("GAAP") applied on a
         consistent basis with prior practices.  To the best knowledge of the
         Company and the Sellers, there were not any significant items of
         revenue or expense which were unusual or of a nonrecurring nature
         reflected in the Financial Statements.  To the best knowledge of the
         Company and the Sellers, 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.  To the
         best knowledge of the Company and the Sellers, all allowances and
         reserves shown in the Financial Statements are appropriate, reasonable
         and sufficient to provide for expenses and losses thereby contemplated
         including the reserve for all taxes payable.

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

                 (h)      Neither the execution and delivery of this Agreement
         nor the consummation of the transactions contemplated herein violates,
         breaches, conflicts with or constitutes a default under, or permits
         the termination or the acceleration of maturity of, or results in the
         imposition of any lien, claim or encumbrance upon any property or
         asset of the Company pursuant to, the organizational





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         documents of the Company or any law, agreement, mortgage or other
         instrument or provision of law to which or under which any of the
         Company or either Seller is a party or bound.

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

                 (j)      The Company and its business are, and have been, in
         compliance with all applicable laws, rules, regulations, ordinances,
         licenses, permits and orders.  The only plans of the Company subject
         to the Employee Retirement Income Security Act of 1974, as amended,
         are its 401(k) Plan and its health insurance plan.

                          The Company purchased the Real Property on December
         28, 1995.  The Company has provided Purchaser with a true and correct
         copy of an environmental audit report relating to the Real Property.
         To the best knowledge of the Company and the Sellers, the location,
         construction, occupancy, operation and use of all of the Real
         Property, including the buildings, improvements, fixtures and
         equipment forming a part thereof, do not violate, and the Company has
         complied with, any applicable federal, state and local law, rule,
         ordinance, regulation, judgment, order determination of any
         governmental authority or any board of fire underwriters (or other
         body exercising similar functions), or any restrictive covenant or
         deed restriction (recorded or otherwise) affecting the Real Property,
         including without limitation all applicable zoning ordinances and
         building codes and laws, common laws, ordinances, regulations or
         policies, as well as orders, decrees, judgments or injunctions issued,
         promulgated, approved or entered thereunder relating to the
         environment, health and safety and the use, handling, transportation,
         production, disposal, discharge or storage of "hazardous substances"
         (including, without limitation, any pollutant, toxic substance,
         hazardous waste, compound, element or chemical that is defined as
         hazardous, toxic, noxious or dangerous pursuant to such Applicable
         Environmental Laws (as defined herein) or regulated in any manner
         pursuant thereto) or to industrial hygiene or the environmental
         conditions on, under or about the Real Property, including, without
         limitation, soil, groundwater, and indoor and ambient air conditions
         (collectively, "Applicable Environmental Laws").

                          Without limiting the generality of the foregoing
         subsection, to the best knowledge of the Company and the Sellers no
         claim has been asserted, and there are no unasserted claims (whether
         or not the potential claimant may be aware of the claim) that might be
         asserted against the Company or Purchaser, and there is no basis for
         any claims, arising out of the handling, treatment, storage,
         transportation, disposal (or the arranging therefor) or the discharge
         into the environment of any hazardous or toxic substance, or hazardous
         or solid waste, including any constituent thereof or other pollutant
         or contaminant or the exposure of workers in the workplace to any
         hazardous or toxic substance or contaminant, including, without
         limitation, claims for penalties, natural resource damage, personal
         injury, property damage or response or remedial costs, whether at
         common law or under any law relating to such substance, including,
         without limitation, the Comprehensive Environmental Response,
         Compensation and Liability Act and the Superfund Amendments and
         Reauthorization Act, the Resource Conservation and Recovery Act, the
         Federal Water Pollution Control Act, the Toxic Substance Control Act,
         the Occupational Safety and Health Act ("OSHA") and applicable state
         and local laws.  To the best knowledge of the Company and the Sellers,
         none of Sellers nor the Company have obtained or are required to
         obtain, and none of Sellers nor the Company knows of any reason
         Purchaser will be required to obtain, any permits, licenses or similar





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         authorizations to construct, occupy, operate or use any buildings,
         improvements, fixtures or equipment forming a part of the Real
         Property by reason of any Applicable Environmental Laws.

                          To the best knowledge of the Company and the Sellers,
         no underground storage tanks for petroleum or any other substance, or
         underground piping or conduits associated with such tanks, are or have
         previously been located on the Real Property.  To the best knowledge
         of the Company and the Sellers, no asbestos-containing materials or
         PCB-containing materials were installed or are present on the Real
         Property.  To the best knowledge of the Company and the Sellers, none
         of Sellers nor the Company has ever been refused insurance coverage,
         nor has insurance coverage ever been cancelled, as a result of the
         presence of pollutants or contaminants, including, but not limited to,
         hazardous waste, solid waste or hazardous substances, on the Real
         Property.  To the best knowledge of the Company and the Sellers, there
         are no activities on the Real Property, including but not limited to
         the disposal of industrial waste, that would currently require deed
         recordation by the Company now or at any future date.  To the best
         knowledge of the Company and the Sellers, there are no active or
         inactive solid waste management units or hazardous waste management
         units on the Real Property.  To the best knowledge of the Company and
         the Sellers, there has been no past or present spill, discharge or
         other release of hydrocarbons or hazardous or toxic substances onto or
         from the Real Property.  To the best knowledge of the Company and the
         Sellers, Sellers and the Company have taken all steps necessary to
         determine and have determined that no hazardous or toxic substances,
         hazardous or solid wastes are present or have at any time been
         disposed of or otherwise released on or to the Real Property.  To the
         best knowledge of the Company and the Sellers, no building materials
         used to construct improvements upon the Real Property contain any
         toxic or hazardous substances, or hazardous or solid wastes,
         including, but not limited to, asbestos, PCBs, formaldehyde, chlordane
         or heptachlor.  To the best knowledge of the Company and the Sellers,
         there are no company plans or documents, whether or not government
         approved, including, but not limited to, contingency plans, closure
         and post-closure plans which impose environmental obligations on
         Sellers or the Company or against the Real Property.  To the best
         knowledge of the Company and the Sellers, there are no requirements,
         whether by regulation, agreement or otherwise, imposing financial
         obligations with respect to environmental conditions or activities.
         To the best knowledge of the Company and the Sellers, there are no
         environmental liens or security interests against the Real Property
         nor are there any environmental liens or actions pending which would
         result in the creation of any lien relating to environmental
         conditions of the Real Property.

                          To the best knowledge of the Company and the Sellers,
         Sellers and the Company have provided Purchaser with all environmental
         studies and reports in their possession or control conducted by
         independent contractors, environmental records of Sellers or the
         Company, and correspondence with any governmental entities concerning
         environmental conditions of the Real Property, or which identify
         underground tanks, or otherwise relate to contamination of the soil or
         groundwater.

                 (k)      The Company has provided Purchaser with access to,
         and will at Closing provide originals of, true, correct, and current
         copies of the Assumed Contracts.  To the best knowledge of the Company
         and the Sellers, all of the Assumed Contracts are in full force and
         effect.  To the best knowledge of the Company and the Sellers, neither
         party to any Assumed Contract is in default under any of such Assumed
         Contract, and no event has occurred that would, with the passage of
         time, cause a default under any of such Assumed Contracts.  To the
         best knowledge of the Company





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         and the Sellers, the Company has paid the other party to each such
         Assumed Contract all amounts it owes them.  The Company is not subject
         to any non-competition or other agreement that would restrict its
         ability to engage in any business.

                 (l)      The Company has provided to Purchaser access to, and
         will at Closing provide originals of, true and correct copies of all
         of the personnel records of the Company.  To the best knowledge of the
         Company and Sellers, 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.  To the best knowledge of the Company and
         Sellers, the Company does not have any 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.  None of the Company or either
         Seller has any knowledge of any facts which would indicate that any
         employee of the Company would not accept an offer of employment from
         Purchaser if such offer is tendered 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.

                 (m)      To the best knowledge of the Company and the Sellers,
         (i) all of the fixed assets (including but not limited to all
         equipment), owned or leased by the Company are in condition to
         sufficiently operate the business, and are 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, (ii) all regular maintenance or service
         requirements, and product recalls, have been followed, installed, or
         otherwise implemented on and with respect to the Assets, (iii) all
         inventory of the Company is in good, standard, and merchantable
         condition and is not defective, and (iv) the inventory of the Company
         is properly recorded on the Financial Statements at cost (last
         in-first out) in accordance with GAAP.

                 (n)      To the best knowledge of the Company and Sellers, set
         forth in Schedule 3(n) hereto is a complete and accurate list and
         descriptions of all accounts receivable of the Company's business from
         sales made as of September 30, 1997, and the payments and rights to
         receive payments related thereto.  The Company has good and
         indefeasible title to the accounts receivable it is selling to
         Purchaser, free and clear of any security interests, liens,
         encumbrances, or other charges; to the best knowledge of the Company
         and the Sellers, none of such accounts receivable are subject to any
         offsets or claims of offsets; and to the best knowledge of the Company
         and the Sellers, 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.

                 (o)      None of the Company or either Seller knows or has any
         reason to believe, or has received notice or information, that any
         major supplier or major customer of the Company or any other party
         that does business with 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.  None of the Company or either Seller 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 are any of Company





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         or either Seller aware of any facts which could lead the Company to
         believe that Purchaser will be subject to any such material
         disruption.  None of the Company or either Seller is aware of any
         condition (financial or otherwise) affecting any major 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(o) are complete and accurate lists of the customers that constituted
         5% or more of the revenues of the Company for the twelve-month period
         ended August 31, 1997.

                 (p)      To the best knowledge of the Company and Sellers, all
         information furnished to Purchaser by any of Company or either Seller,
         whether or not herein or in any Exhibit or Schedule hereto, is true,
         correct, and complete.  To the best knowledge of the Company and
         Sellers, 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
         Sellers have made due inquiry and investigation concerning the matters
         to which representations and warranties made by them under this
         Agreement pertain and the Company and the Sellers 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 Company.

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

         4.      Closing.  The closing of the transactions contemplated hereby
(the "Closing") will take place at 10:00 a.m., local time, on October 15, 1997
at the offices of the Company (or such other date, time and/or 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."

         At the Closing, (a) the Company shall deliver to Purchaser a General
Warranty Deed and Bill of Sale in forms satisfactory to Purchaser and such
other documents and instruments as Purchaser shall reasonably request
sufficient to vest title to such Assets in Purchaser, free and clear of all
liens, claims and encumbrances, (b) the Company and Purchaser will execute and
deliver an Assignment and Assumption Agreement pursuant to which the Company
would assign all of its right, title and interest in the Assumed Contracts to
Purchaser, and Purchaser would assume the Assumed Liabilities and all
liabilities under the Assumed Contracts that arise after the Closing Date (and
the Purchaser would agree to indemnify the Company and hold it harmless from
such Assumed Liabilities and such liabilities under the Assumed Contracts), and
(c) the Company shall provide Purchaser with an owner's title insurance policy
with respect to the Real Property (the cost of which shall be split between the
Company and Purchaser) and such other items reasonably requested by Purchaser
relating to the transfer of the Real Property.

         5.      Covenants.

                 (a)      The Company and the Sellers, jointly and severally,
         covenant and agree that from the date hereof until the Closing, except
         as otherwise permitted or contemplated by this Agreement or with the
         written consent of Purchaser, the Company shall not take any other
         action that would cause or permit the representations and warranties
         of the Company and the Sellers made in this Agreement to be inaccurate
         at the time or Closing or preclude any of the Company and the Sellers
         from making such representations and warranties at and as of the time
         of the Closing.





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                 (b)      At or promptly after the Closing, the Company shall
         notify (in form satisfactory to Purchaser) all of the obligors of
         accounts receivable that are payable to the Company that such obligors
         should pay such receivables to Purchaser at the address specified by
         Purchaser.  If, nonetheless, the Company receives payments for any
         such receivables, it will promptly endorse the checks to the order of
         Purchaser and promptly deliver such checks to Purchaser.  If, however,
         the Company so receives payment for a receivable at a time in which
         the Purchaser is delinquent in paying a payable that it has assumed
         from the Company and is required to pay (and does not have a valid
         defense or other valid reason not to pay), the Company, upon 14 days'
         written notice to Purchaser, shall have the right to cash such check
         and pay such payable (and to the extent there is money remaining after
         payment of such payable, the Company shall deliver such funds to
         Purchaser).

                 (c)      The Purchaser shall cooperate with the Company's
         efforts in seeking to have the Company and Sellers released from
         liability on the Assumed Liabilities, and the Purchaser agrees to
         provide such information to the payees of such payables as such payees
         shall reasonably request in connection with releasing the Company and
         Sellers from such liability.

         6.      Conditions Precedent to Obligations of Purchaser.  The
obligations of Purchaser to consummate the transactions contemplated by this
Agreement shall be subject to the satisfaction on or before the Closing Date of
each of the following conditions:

                 (a)      The Company and the Sellers shall have executed and
         delivered to Purchaser each document and instrument (including the
         title insurance policy) required to be executed and delivered by any
         of them pursuant to this Agreement, and shall have, or shall have
         caused to be, satisfied or complied with and performed in all respects
         all terms, covenants and conditions of this Agreement to be complied
         with or performed by any of them on or before the Closing Date.

                 (b)      All of the representations and warranties made by the
         Company and the Sellers in this Agreement shall be true and correct in
         all respects as of the date thereof and at the Closing Date with the
         same force and effect as if such representations and warranties had
         been made at and as of, the Closing Date.

                 (c)      Purchaser shall have completed its due diligence
         investigation of the Company, its businesses and operations, and be
         satisfied, in its sole discretion, with the results thereof.

                 (d)      Counsel to the Company and the Sellers shall have
         delivered 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 have delivered 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 at and for the year ending December 31, 1996 do
         not fairly present the financial condition and operating results of
         the Company at and for the periods set forth therein.





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                 (f)      The Company and the Sellers shall have delivered
         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.

                 (g)      The Company and the Sellers shall have delivered
         estoppel letters from such persons as Purchaser shall request in a
         form acceptable to Purchaser in its sole discretion.

                 (h)      All amounts due pursuant to the loan agreement
         described on Schedule 6(h) hereto shall be paid in full, all liens
         securing such amounts shall be released, and evidence satisfactory to
         Purchaser of the same shall be delivered to Purchaser.

                 (i)      The Company and the Sellers shall have executed and
         delivered such other documents as are reasonably requested by
         Purchaser to effectuate the purposes and intent of this Agreement.

         If Purchaser's conditions are not satisfied by October 31, 1997,
Purchaser shall have the right to terminate this Agreement and any obligations
it has hereunder.  If Purchaser's conditions are not satisfied by October 31,
1997 through no fault of the Company, the Company shall have the right to
terminate this Agreement and any obligations it has hereunder.

         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 covenants set forth in Section 9
hereof, as determined by Purchaser, as soon as practicable after the Closing
Date.  Purchaser shall provide to the Company and the Sellers a schedule
setting forth such allocation as soon as practicable after the Closing Date,
and shall thereafter notify the Company and the Sellers 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 Sellers 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)      Until three years after the Closing (the
         "Noncompetition Period"), the Company and the Sellers agree that none
         of them 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 any place in the State of
         Texas that is within 100 miles of Houston, Texas (the "Noncompetition
         Area") (x) the business of selling, renting, or servicing any wireless
         communication products or (y) any other 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





                                       9
<PAGE>   10
         Businesses that engage in such Competitive Business within the
         Noncompetition Area 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 Noncompetition Area.  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)      Sellers have advised Purchaser that it has certain
         customers through its Louisiana affiliate that, since on or prior to
         January 1, 1996, have purchased two-way radios for offices of such
         customers that may be in the Noncompetition Area .  Schedule 9(b)
         hereto sets forth such customers (sales to such customers are not
         included in the Financial Statements of the Company).  Purchaser
         agrees that if Sellers sell two-way radios to its customers in
         Louisiana that are set forth on Schedule 9(b) hereto, and such
         customers provide such two-way radios to their offices located in the
         Noncompetition Area, such sales shall not be considered to violate the
         provisions set forth in this Section 9.

                 (c)      During the Noncompetition Period, none of the Company
         or either Seller will, directly or indirectly, (i) solicit for any
         purpose, any customer or former customer of the Company, (ii) solicit
         for employment by himself, itself, or anyone else, any employee of the
         Company that Purchaser desires to hire after the Closing, Purchaser or
         their affiliates or any person who was an employee of Purchaser or
         their affiliates within the six-month period immediately preceding
         such solicitation or employment, other than such person whose
         employment was terminated by Purchaser or its affiliates and other
         than Lael Lockhart if Lael Lockhart approaches the Sellers about a
         position in Louisiana; or (iii) induce or attempt to induce, any such
         employee of Purchaser or their affiliates to terminate such employee's
         employment.

                 (d)      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.

                 (e)      The Company and the Sellers acknowledge and recognize
         that the enforcement of any of the noncompetition provisions in this
         Agreement by Purchaser will not interfere with the ability of any of
         them to pursue a proper livelihood.  Each of the Sellers further
         represents that he is capable of pursuing a career that would not
         violate the noncompetition provisions hereof to earn a proper
         livelihood.  The Company and the Sellers 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, if the Company reasonably suspects that
         the Company or a Seller has violated one or more provisions of this
         Section 9, Purchaser may require the Company and/or the Sellers to
         supply such information as Purchaser may reasonably request to
         ascertain whether or not the Company and/or the Sellers has complied
         with, or have violated, the covenants set forth in this Section 9.
         Any such request for information will be sent to the Company and/or
         the Sellers by certified mail, return receipt requested, addressed to
         such person's last known





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<PAGE>   11
         address.  The Company and/or the Sellers shall furnish the requested
         information to Purchaser within 10 days following the receipt of such
         request.

         10.     Expenses.  Purchaser, on the one hand, and the Company and the
Sellers, on the other hand, will bear their own costs and expenses 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 Assets sold, conveyed,
transferred, assigned, and delivered pursuant hereto or intended so to be.

         12.     Indemnification.  Each of the Company and the Sellers 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 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 any of them
herein or in any other agreement executed and delivered by any of 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 (i) relating to any employee
benefit plan of the Company or (ii) relating to any employee of the Company who
is not retained by the Company or hired by Purchaser after the Closing, (d) any
product liability or breach of warranty claims relating to products sold by the
Company, and all tort or general liability claims arising or relating to
occurrences from any nature relating to the business of the Company, before the
Closing, whether any or such claims or asserted before or after the Closing,
(e) operations of the Company prior to the Closing or conditions in existence
prior to the Closing that give rise to liability (other than Assumed
Liabilities) including, but not limited to, liabilities under any Applicable
Environmental Laws, and (f) any obligation or liability for any finders',
brokers' or agents' fee in connection with the transactions contemplated
hereby.  Any claim for indemnification pursuant to any of clauses (a), (b),
(c), (d) or (f) of this Section 12 must be asserted against the Company or the
Sellers pursuant to a lawsuit filed on or before the date that is two years
after the Closing (such filing shall be sufficient to preserve Purchaser's
indemnification rights even if the amount of damages is not known until after
such date).

         13.     Use of Tomba Name.  Purchaser shall be permitted to use the
Tomba and Tomba Communications names in connection with the Assets purchased by
Purchaser for a period of 120 days after the Closing.

         14.     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.





                                       11
<PAGE>   12
         15.     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 Company and the Sellers agree that the
noncompetition agreements, nonemployment agreements and nonsolicitation
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.

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

         17.     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 Harris
County, Texas.

         18.     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:       BearCom Operating, L.P.
                                            11545 Pagemill Road
                                            Dallas, Texas 75243
                                            Attn:  Chairman

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


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.

         19.     Employees.  Based on the information relating to the employees
of the Company provided to Purchaser by the Company and the Sellers, to the
best of Purchaser's knowledge, Purchaser intends to seek to hire all of the
employees of the Company.





                                       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,


                                         BEARCOM OPERATING, L.P.
                                         By: Page-Com GP, Inc.


                                         By: /s/ JOHN P. WATSON
                                             ---------------------------------  
                                                 John P. Watson, President


Duly Executed, Agreed and Accepted:



/s/ JOSEPH J. TOMBA 
-----------------------------------
    Joseph J. Tomba

/s/ THOMAS C. TOMBA 
-----------------------------------
    Thomas C. Tomba

TOMBA COMMUNICATIONS, L.L.C.

By: /s/ JOSEPH J. TOMBA
-----------------------------------
        Joseph J. Tomba, Manager





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